S-4

As Filed with the Securities and Exchange Commission on July 31, 2003.

Registration Statement No. 333-               

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

HLI Operating Company, Inc.

*and the Subsidiary Guarantors listed below

(Exact name of registrant as specified in its charter)

Delaware	3714	30-0167742
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

15300 Centennial Drive

Northville, Michigan 48167

(734) 737-5000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Patrick C. Cauley, Esq.

General Counsel and Secretary

15300 Centennial Drive

Northville, Michigan 48167

(734) 737-5000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications to:

Robert B. Pincus, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

One Rodney Square

P.O. Box 636

Wilmington, DE 19899

(302) 651-3000

     Approximate date of commencement of proposed sale to the public: As soon as practicable after the Registration Statement becomes effective.

     If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

     If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum
Title of Each Class of	Amount to Be	Offering Price	Aggregate	Amount of
Securities to be Registered	Registered	Per Unit	Offering Price	Registration Fee
10 1/2% Senior Notes due 2010	$250,000,000	100%(1)	$250,000,000(1)	$20,225(1)
Guarantees related to the 10 1/2% Senior Notes due 2010	N/A	N/A	N/A	N/A(2)

(1)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f) promulgated under the Securities Act of 1933, as amended.
(2)	Pursuant to Rule 457(n) promulgated under the Securities Act, no separate consideration is received for the guarantees, and, therefore, no additional fee is required.

     The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

TABLE OF CONTENTS

Amended & Restated Certificate of Incorporation

By-Laws of HLI Operating Company, Inc.

Certificate of Incorporation/HLI Parent Company

By-Laws of HLI Parent Company, Inc.

Certificate of Incorporation/HLI Wheels Holding

By-Laws of HLI Wheels Holding Company, Inc.

Certificate of Incorporation/HLI Powertrain Hldgn

By-Laws of HLI Powertrain Holding Company, Inc.

Certificate of Incorporation/HLI Commercial Hyw

By-Laws of HLI Commercial Highway Holding Company

Certificate of Incorporation/HLI Brakes Holding

By-Laws of HLI Brakes Holding Company, Inc.

Certificate of Incorporation/HLI Services Holding

By-Laws of HLI Services Holding Company, Inc.

Certificate of Inc./Hayes Int-La Mirada, Inc.

By-Laws of Hayes International La-Mirada, Inc.

Certificate of Inc./Hayes Int-La-Sedalia, Inc.

By-Laws of Hayes International La-Sedalia, Inc.

Certificate of Inc./Hayes Int-Bowling Green, Inc.

By-Laws of Hayes International Bowling Green, Inc.

Certificate of Inc./Hayes Int-Commerical Highway

By-Laws of Hayes International Commerical Highway

Certificate of Inc./Hayes Int-California, Inc.

By-Laws of Hayes International California, Inc

Certificate of Inc./Hayes Int-Georgia, Inc.

By-Laws of Hayes International Georgia, Inc.

Certificate of Inc./Hayes Int-Homer, Inc.

By-Laws of Hayes International Homer, Inc.

Certificate of Inc./Hayes Int-Howell, Inc.

By-Laws of Hayes International Howell, Inc.

Certificate of Inc./Hayes Int-Huntington, Inc.

By-Laws of Hayes International Huntington, Inc.

Certificate of Inc./Hayes Int-Kentucky, Inc.

By-Laws of Hayes International Kentucky, Inc.

Certificate of Inc./Hayes Int-Mexico, Inc.

By-Laws of Hayes International Mexico, Inc.

Certificate of Inc./Hayes Int-Ohio, Inc.

By-Laws of Hayes International Ohio, Inc.

Certificate of Inc./Hayes Int-Texas, Inc.

By-Laws of Hayes International Texas, Inc.

Certificate of Inc./Hayes Int-CMI, Inc.

By-Laws of Hayes International CMI, Inc.

Certificate of Inc./Hayes Int-Bristol, Inc.

By-Laws of Hayes International Bristol, Inc.

Certificate of Inc./Hayes Int-Cadillac, Inc.

By-Laws of Hayes International Cadillac, Inc.

Certificate of Inc./Hayes Int-Equipment & Engineer

By-Laws of Hayes Int'l Equipment & Engineering

Certificate of Inc./Hayes Int-Laredo, Inc.

By-Laws of Hayes International Laredo, Inc.

Certificate of Inc./Hayes Int-Montague, Inc.

By-Laws of Hayes International Montague, Inc.

Certificate of Inc./Hayes Int-PCA, Inc.

By-Laws of Hayes International PCA, Inc.

Certificate of Inc./Hayes Int-Petersburg, Inc.

By-Laws of Hayes International Petersburg, Inc.

Certificate of Inc./Hayes Int-Southfield, Inc.

By-Laws of Hayes International Southfield, Inc.

Certificate of Inc./Hayes Lem-Technical Ctr. Inc.

By-Laws of Hayes International Technical Ctr. Inc.

Certificate of Inc./Hayes Int-Transportation, Inc.

By-Laws of Hayes Int'l Transportation, Inc.

Certificate of Inc./Hayes Inter-Wabash, Inc.

By-Laws of Hayes International-Wabash, Inc.

Certificate of Inc./HLI-Summerfield Realty Corp.

By-Laws of HLI-Summerfield Realty Corp.

Certificate of Incorporation of HLI Realty, Inc.

By-Laws of HLI Realty, Inc.

Certificate of Incorporation of CMI-Quaker Alloy

By-Laws of CMI-Quaker Alloy, Inc.

Certificate of Inc. of HLI Netherlands Hldgs, Inc.

By-Laws of HLI Netherlands Holdings, Inc.

Certificate of Inc. of Hayes International Import

By-Laws of Hayes International Import, Inc.

First Supplemental Indenture, dated June 19, 2003

Subsidiaries of the Registrants

Consent of KPMG LLP

Form of Letter of Transmittal

Form of Notice of Guaranteed Delivery

Notice to Brokers

Notice to Clients

TABLE OF ADDITIONAL REGISTRANTS

			Primary
			Standard
	State or Other		Industrial		I.R.S.
	Jurisdiction of		Classification		Employer
	Incorporation or		Code		Identification
Name of Additional Registrant*	Formation		Number		Number
Hayes Lemmerz International, Inc.		Delaware		3714		32-0072578
HLI Parent Company, Inc.		Delaware		3714		61-1447832
HLI Wheels Holding Company, Inc.		Delaware		3714		38-3678862
HLI Powertrain Holding Company, Inc.		Delaware		3714		30-0168269
HLI Commercial Highway Holding Company, Inc.		Delaware		3714		35-2202828
HLI Brakes Holding Company, Inc.		Delaware		3714		32-0072575
HLI Services Holding Company, Inc.		Delaware		3714		61-1447840
Hayes Lemmerz International – La Mirada, Inc.		Delaware		3714		80-0071053
Hayes Lemmerz International – Sedalia, Inc.		Delaware		3714		77-0597670
Hayes Lemmerz International – Bowling Green, Inc.		Delaware		3714		77-0597685
Hayes Lemmerz International – Commercial Highway, Inc.		Delaware		3714		77-0597674
Hayes Lemmerz International – California, Inc.		Delaware		3714		33-0042337
Hayes Lemmerz International – Georgia, Inc.		Delaware		3714		58-2046122
Hayes Lemmerz International – Homer, Inc.		Delaware		3714		38-3086380
Hayes Lemmerz International – Howell, Inc.		Michigan		3714		38-1799246
Hayes Lemmerz International – Huntington, Inc.		Delaware		3714		62-1240825
Hayes Lemmerz International – Kentucky, Inc.		Delaware		3714		61-1148246
Hayes Lemmerz International – Mexico, Inc.		Delaware		3714		38-3281831
Hayes Lemmerz International – Ohio, Inc.		Ohio		3714		38-1741793
Hayes Lemmerz International – Texas, Inc.		Texas		3714		75-2077258
HLI Netherlands Holdings, Inc.		Delaware		3714		38-3640015
Hayes Lemmerz International – CMI, Inc.		Michigan		3714		38-1650061
Hayes Lemmerz International – Bristol, Inc.		Michigan		3714		38-2265409
Hayes Lemmerz International – Cadillac, Inc.		Michigan		3714		38-0392940
Hayes Lemmerz International – Equipment & Engineering, Inc.		Michigan		3714		38-2012636
Hayes Lemmerz International – Laredo, Inc.		Texas		3714		74-2418656
Hayes Lemmerz International – Montague, Inc.		Michigan		3714		38-1854771
Hayes Lemmerz International – PCA, Inc.		Michigan		3714		38-3180735
Hayes Lemmerz International – Petersburg, Inc.		Michigan		3714		38-2909321
Hayes Lemmerz International – Southfield, Inc.		Michigan		3714		38-2257517
Hayes Lemmerz International – Technical Center, Inc.		Michigan		3714		38-2257519
Hayes Lemmerz International – Transportation, Inc.		Michigan		3714		38-2355999
Hayes Lemmerz International – Wabash, Inc.		Indiana		3714		38-2170301
HLI Summerfield Realty Corp.		Michigan		3714		38-2954541
HLI Realty, Inc.		Michigan		3714		38-2781885
Hayes Lemmerz International Import, Inc.		Delaware		3714		38-3311655
CMI – Quaker Alloy, Inc.		Pennsylvania		3714		23-2383195

*  Addresses and telephone numbers of principal executive offices are the same as those of HLI Operating Company, Inc.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION — DATED JULY 31, 2003

PRELIMINARY PROSPECTUS

Offer to Exchange up to $250,000,000 Aggregate Principal Amount of

10 1/2% Senior Notes due 2010 (“New Notes”)

for

All of the $250,000,000 Aggregate Principal Amount of Outstanding

10 1/2% Senior Notes due 2010 (“Old Notes”)

of

HLI Operating Company, Inc.,

a Subsidiary of

Hayes Lemmerz International, Inc.

This exchange offer will expire at 5:00 p.m.,

New York City time, on                         , 2003, unless earlier terminated or extended by us.

       Terms of the exchange offer:

•  We will issue up to $250,000,000 aggregate principal amount of New Notes.

•  We will exchange New Notes for all outstanding Old Notes that are validly tendered and not withdrawn prior to the expiration or termination of the exchange offer.

•  The terms of the New Notes are substantially identical to the terms of the Old Notes, except that the issuance of the New Notes has been registered under the Securities Act and the transfer restrictions, registration rights and certain special interest provisions relating to the Old Notes do not apply to the New Notes.

•  You may withdraw tenders of Old Notes at any time prior to the expiration or termination of the exchange offer.

•  Your exchange of Old Notes for New Notes will not result in any income, gain or loss to you for federal income tax purposes, but you should see the discussion under the caption “U.S. Federal Income Tax Considerations” on page 136 for more information.

•  We will not receive any proceeds from the exchange offer.

•  There is no established trading market for the New Notes. We have not applied, and do not currently intend to apply, to list the New Notes on any securities exchange. The New Notes are expected to be eligible for trading in the Private Offerings, Resales, and Trading through Automatic Linkages Market, commonly referred to as the PORTAL^SM Market.

       See “Risk Factors” beginning on page 18 for a discussion of certain risks you should consider before tendering your Old Notes.

       Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is       , 2003.

TABLE OF CONTENTS

	Page
Industry and Market Data		i
Forward-Looking Statements		ii
Prospectus Summary		1
Risk Factors		18
The Exchange Offer		32
Use of Proceeds		41
Capitalization		42
Unaudited Pro Forma Consolidated Financial Information		44
Selected Historical Consolidated Financial Information		51
Business		53
The Bankruptcy Case		70
Management		74
Principal Stockholders		80
Certain Related Party Transactions		83
Description of Material Debt		84
Description of Capital Stock		87
Description of the New Notes		90
Registration Rights		134
U.S. Federal Income Tax Considerations		137
Plan of Distribution		140
Legal Matters		141
Independent Auditors		141
Where You Can Find More Information		141
Incorporation of Documents by Reference		142

      This prospectus incorporates by reference important business and financial information about us that is not included in or delivered with this document. Copies of this information are available without charge to any person to whom this prospectus is delivered, upon written or oral request. Written requests should be sent to:

Hayes Lemmerz International, Inc.

15300 Centennial Drive

Northville, Michigan 48167

Attention: Investor Relations

      Oral requests should be made by telephoning (734) 737-5162.

      In order to obtain timely delivery, you must request the information no later than                     , 2003, which is five business days before the expiration date of the exchange offer.

INDUSTRY AND MARKET DATA

      In this prospectus we rely on and refer to information and statistics regarding our industry. We obtained industry and market data from our internal estimates and surveys, industry publications and surveys and studies conducted by third parties. We have not independently verified market and industry data from third-party sources and there can be no assurance as to the accuracy or completeness of their information. Statements as to our market position relative to our competitors are generally based on

management estimates as of the end of the 2002 fiscal year and exclude in-house production by original equipment manufacturers. We cannot assure you that more recent data would not produce different estimates of our market position. In addition, unless otherwise noted, all statements of market position relate exclusively to sales of products for use in passenger cars and light trucks, and references to wheels for those vehicles include only full-size wheels. Although we believe internal company estimates and surveys are reliable and market definitions are appropriate, neither these surveys nor these definitions have been verified by any independent sources. The method of calculating market position in this prospectus is not necessarily consistent with the methods historically used by us or used by us in different contexts.

FORWARD-LOOKING STATEMENTS

      This prospectus and the documents incorporated by reference in this prospectus include “forward-looking statements.” All statements other than statements of historical facts included in this prospectus and the documents incorporated by reference in this prospectus, including, without limitation, statements under the captions “Prospectus Summary,” “Risk Factors” and “Business,” and located elsewhere or incorporated by reference in this prospectus regarding the prospects of our industry and our prospects, plans, financial position and business strategy, may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “plan,” “foresee,” “believe” or “continue,” or the negatives of these terms or variations of them or similar terminology. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that these expectations will prove to be correct. Important factors, that could cause actual results to differ materially from our expectations are disclosed in this prospectus and the documents incorporated by reference in this prospectus, including in conjunction with the forward-looking statements included in this prospectus and under “Risk Factors.” All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements included in this document. These forward-looking statements speak only as of the date of this prospectus. We will not update these statements unless the securities laws require us to do so. Factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected include, among others:

•  Decreased demand in the automotive industry;

•  Changes in the automotive industry, including increased consolidation and cost reduction;

•  Cyclical nature of the automotive industry;

•  Dependence on major customers;

•  Pricing pressure from our customers;

•  Competition in the automotive supply industry;

•  Global financial and economic instability;

•  Failure to further improve or continue to supplement our internal controls;

•  Dependence on key personnel and the loss of restructuring experts;

•  Exposure to product liability and warranty claims;

•  Protection of our intellectual property and potential infringement upon rights of others;

•  Our involvement in investigations and legal proceedings;

•  Pending SEC investigation;

•  Effects of our substantial level of debt on our operations;

•  Our inability to take certain actions due to restrictions in our debt agreements;

•  Effects of our bankruptcy proceedings;

•  Our ability to complete implementation of operational improvements;

ii

•  Our ability to execute our strategic plans;

•  Increased cost of supplies or raw materials;

•  Technological or regulatory changes that could render our products obsolete;

•  Effects of political, regulatory and legal conditions on our international operations;

•  Our and our customers’ relations with employees;

•  Exposure to variable interest rates and foreign currency fluctuations;

•  Exposure to environmental liabilities;

•  Influence by significant stockholders;

•  Uncertainties affecting the financial projections prepared in connection with the bankruptcy proceeding;

•  Lack of comparable financial data due to the adoption of fresh-start accounting;

•  Possibility of significant variations between our actual and our pro forma fresh-start accounting adjustments;

•  Effect of our auditors’ report stating that the bankruptcy filing raises substantial doubt about our ability to continue as a going concern; and

•  Our ability to repurchase the New Notes and, if applicable, any Old Notes upon a change of control.

iii

PROSPECTUS SUMMARY

      As used in this prospectus, unless the context otherwise requires, “we,” “us,” “our” or the “Company” refers: (i) prior to the effectiveness of the Hayes Lemmerz International, Inc. Plan of Reorganization and the related restructuring described in “The Bankruptcy Case — Other Information — Restructuring Transactions,” to Hayes Lemmerz International, Inc. (“Hayes”) and its consolidated subsidiaries; and (ii) following effectiveness of the Hayes Lemmerz International, Inc. Plan of Reorganization and the related restructuring, including the formation of a new holding company (“Holdco”) and the merger of Hayes with and into HLI Operating Company, Inc. (“HLI”), to Holdco and its consolidated subsidiaries.

      In addition, in this prospectus, unless otherwise specified, “Old Notes” refers to the currently outstanding $250 million aggregate principal amount of 10 1/2% Senior Notes due 2010 of HLI; “New Notes” refers to the up to $250 million aggregate principal amount of 10 1/2% Senior Notes due 2010 to be issued by HLI in the exchange offer under this prospectus and the registration statement of which it forms a part; and “Notes” refers collectively to the Old Notes and the New Notes.

      All references to fiscal years of the Company in this prospectus refer to years commencing on February 1 of that year and ending on January 31 of the following year.

      The following summary contains basic information about us and this exchange offer. It likely does not contain all the information that is important to you. For a more complete understanding of us and this exchange offer, we encourage you to read this entire document carefully, including the “Risk Factors” section, the financial information included elsewhere and incorporated by reference in this prospectus and the documents we have referred you to.

Our Company

      We are the largest worldwide producer of aluminum and steel wheels for the light vehicle market, with a global market share of approximately 23%. We are a leading provider of steel wheels for the commercial highway market, with a global market share of 18%. We are also a leading supplier in the high growth market for lightweight aluminum products, including suspension, brake and powertrain components. We have a global footprint with 43 facilities located in 17 countries around the world, plus three foreign facilities in which we have a minority joint venture interest. We sell our products to every major North American, Japanese and European manufacturer of passenger cars and light trucks as well as more than 300 commercial highway vehicle customers throughout the world. Our products are presently on 16 of the top 20 selling platforms for passenger cars in the United States. In fiscal 2002, we had net sales of $2.0 billion, with approximately 37% of our net sales for that period derived from international markets.

Products

      We design, manufacture and distribute the following products:

Automotive Wheels. We are the largest global manufacturer of automotive wheels, supplying approximately 32% of all automotive wheels sold to original equipment manufacturers (“OEMs”) in North America and approximately 34% of all wheels sold to OEMs in Europe.

•  Cast Aluminum Wheels — We are the second largest manufacturer of cast aluminum wheels sold to automotive OEMs in North America and the number one supplier of cast aluminum wheels in Europe. We manufacture many varieties of cast aluminum wheels using both low-pressure and gravity casting technologies. We operate technical centers in the United States, Germany, Belgium, Italy and Brazil, where we actively develop new products and production techniques to reduce weight, improve styling, reduce costs and to maximize our ability to provide the lightest weight products with advanced designs and finishes.

•  Fabricated Wheels — We are the largest manufacturer of fabricated steel and aluminum wheels in the North American and European markets. Our fabricated wheel products include a broad range of designs stamped and welded in both steel and aluminum to meet the needs of our

1

customers. We have recently developed a fabricated steel wheel that is both lighter than a standard steel wheel and significantly less expensive than an aluminum wheel, with similar styling capabilities to those of an aluminum wheel. This patented “Struktur” wheel has many of the desirable qualities of both steel and aluminum wheels, and we have received advance orders for this product.

Suspension Components. We are one of the most technologically advanced manufacturers of cast aluminum suspension components for the automotive industry and one of the few suppliers capable of casting large one-piece structural aluminum components. Our primary products include undercarriage components, such as structural crossmembers, subframes, engine cradles, axle components and wheel-end attachments and assemblies, such as steering and knuckles, spindles, hub carriers and control arms.

Brake Components. We believe that we are one of the largest brake rotor and drum manufacturers in North America. We manufacture rotors and drums and assemble hub and rotor and hub and drum assemblies.

Powertrain Components. We believe that we are one of the largest manufacturers in North America of both engine intake manifolds (aluminum and polymer) and exhaust manifolds. We also produce cylinder heads, water crossovers, water pumps and other engine components.

Commercial Highway Vehicle Products. We manufacture a full line of wheel end components (steel wheels and hubs, drums and rotors) to the truck and trailer industry in North America and Europe. We believe that we are recognized as a premier lightweight brake drum manufacturer in the North American commercial highway vehicle market. We believe our flagship lightweight CentriFuse® brake drum is a market leader in the industry, with demonstrated exceptional performance, safety and low cost of operation.

Our Competitive Strengths

      We believe that the following competitive strengths are instrumental to our success:

      Leading Market Positions Across Products and Markets. We believe we supply approximately 32% of the automotive wheels used by OEMs in North America and 34% in Europe. We are also a leading supplier of lightweight aluminum suspension, powertrain and brake components. We believe that our leading positions across a range of products and markets provide us with a competitive advantage. We believe that our market positions, by sales volume, are as follows:

	Market Position
Product Category:	North America		Europe		South America
Fabricated Steel Wheels		#1		#1		#2
Cast Aluminum Wheels		#2		#1		#1
Fabricated Aluminum Wheels		#1		#1		—
Commercial Highway Steel Wheels		#2		#1		N/A
Cast Aluminum Cross Members		#1		—		—

2

      Diversified Base of Business. Our competitive position in the market and opportunities for growth are driven by a diversified base of business which capitalizes on the following competitive advantages:

•  Global Presence — We are the world’s largest producer of aluminum and steel wheels, with 43 manufacturing and engineering facilities in 17 countries around the world, plus three foreign facilities in which we own a minority joint venture interest. OEMs increasingly demand that suppliers provide parts for a particular vehicle platform on a worldwide basis, which requires suppliers to provide products to an OEM’s facilities globally, without increasing their costs. In order to meet this demand, suppliers need to have manufacturing facilities around the globe. Our global footprint allows us to ship wheels to our customers anywhere in the world on a timely basis and in a cost-efficient manner, and to leverage opportunities in countries with lower production costs where appropriate. Our competitors in the wheel market are almost exclusively either North American or European producers, whose markets are on one continent or the other. Our manufacturing presence on five continents gives us an important competitive advantage in the global sourcing of wheels by our OEM customers.

•  Broad Customer Base — We believe that we supply almost every major automotive manufacturer in the world. We enjoy long-standing relationships with automotive OEMs such as Ford, DaimlerChrysler, General Motors, Nissan, BMW, Volkswagen, Toyota, Honda and Renault. We supply our customers on a worldwide basis from facilities in North America, Europe, Asia Pacific, Latin America and South Africa. Our Commercial Highway business supplies more than 300 customers throughout the world.

•  Diverse Product Portfolio — We provide our automotive OEM customers with a diverse range of product offerings, including both aluminum and steel wheels as well as suspension, powertrain and brake components. Our substantial product breadth provides us with a competitive advantage over our competitors who typically focus on a narrower product range in limited geographic markets. We believe our diverse product portfolio provides us with critical mass and helps meet the needs of our customers who are trying to streamline their supplier base.

      We currently conduct business in three operating segments: Automotive Wheels, Components and Other. The Automotive Wheels segment includes cast aluminum wheels and fabricated steel and aluminum wheels. The Components segment includes suspension components, brake components and powertrain components. The Other segment includes commercial highway products and our aftermarket division.

The following charts illustrate our revenues for fiscal 2002 by segment and by region:

3

      Strong OEM Relationships. Our position as a partner with full-service global manufacturing capabilities has enabled us to create long-standing relationships with our customers. Our reputation for design and engineering support, customer service and high quality manufacturing has positioned us well with automotive OEMs such as Ford, DaimlerChrysler, General Motors, BMW and Toyota, as evidenced by our continued business development and the new business awarded to us throughout our Chapter 11 proceeding. See “The Bankruptcy Case” for a description of our Chapter 11 bankruptcy proceedings. Our strong relationships with automotive OEMs have also allowed us to expand our business globally as our customers have moved into new markets and product niches.

      New Product Innovation. We are a leader in new product development. We have developed many new products to meet customer needs for lighter weight vehicles to improve fuel economy as well as ride and handling. In aluminum wheels, we have been able to deliver lightweight products and are currently developing applications in hollow spoke wheels to reduce weight to even lower levels. We developed lightweight fabricated steel wheels using innovative high strength steel materials. We are also a leader in styling, with innovative aluminum wheel designs and the new steel “Struktur” wheel that provides significantly greater styling flexibility for steel wheels.

      Full Service Capabilities. We have full-service capabilities, including advanced design and engineering, value-added casting processes and machining, that allow us to provide our customers with total product solutions. We are recognized for our technology and process innovation, which allows the development of cast components with high mechanical properties at a low cost. Through our global technical centers, we can deliver multiple design solutions that we believe meet customer demands for safety, innovative styling, performance, weight and cost. Our involvement in the design process of new products strengthens our customer relationships and, we believe, provides an advantage when customers are considering new business awards.

      Leading Position in Lightweight Aluminum Components. We believe that we are the number one supplier of aluminum wheels globally and are positioned for continued growth as the penetration of aluminum in both wheels and automotive components continues to increase in Europe and the rest of the world. We believe that our global presence and technological expertise in aluminum have made us the leading supplier of aluminum suspension components, such as cross members, steering knuckles and control arms, with significant growth opportunities. Our automotive OEM customers are increasingly looking to our strong capabilities in aluminum fabrication to provide full service solutions to their needs for lightweight aluminum components.

      New and Experienced Management Team. On August 1, 2001, we appointed Curtis Clawson as our new President and Chief Executive Officer. Since his arrival, Mr. Clawson has put in place an experienced management team with significant automotive and lean manufacturing experience. Key management changes include the hiring of new Presidents for three of our four North American business units as well as a new Chief Financial Officer and a new Chief Information Officer. Under this team’s leadership, we have significantly improved the operations of our business and positioned our business for continued growth and on-going financial strength. Specifically, since the beginning of fiscal 2002, management has:

•  Rationalized capacity and production, including the closing of three facilities;

•  Introduced lean manufacturing and Six Sigma initiatives;

•  Significantly improved internal controls and centralized certain aspects of the accounting and finance functions;

•  Successfully launched a number of new products and programs; and

•  Re-established strong relationships with customers, and won a significant number of new contracts.

4

Industry Trends

      We believe there are a number of important trends in the automotive parts industry that we have benefited from in the past and will continue to benefit from in the future. These trends include:

      Increasing Requirements for Global Capabilities. Automotive OEMs are focused on expanding their business operations globally to capitalize on markets that are experiencing high rates of growth or that have low production costs. As a result, suppliers are being required to operate in these same global markets to obtain new business from their customers. We believe automotive OEMs favor suppliers that have global operations to supply low-cost, high-quality products, as well as suppliers that have the ability to supply parts for a particular platform to multiple production facilities around the world. We believe that few suppliers are truly global and those that are have a competitive advantage.

      Growing Demand for Full Service Suppliers. Automotive OEMs are increasingly outsourcing a greater number of vehicle components to their suppliers, and increasingly require that their suppliers have the capabilities to design and engineer the components they manufacture for the OEMs to allow the OEMs to focus on overall vehicle design, development and marketing. We believe automotive OEMs are awarding new business to those suppliers that support the full range of design and engineering services required to provide high-quality, technologically advanced products under shortened product development timetables.

      Increasing Use of Aluminum in Vehicles. Automotive OEMs are focused on increasing the fuel efficiency of vehicles while maintaining safety and comfort. Light metals such as aluminum provide automotive OEMs with a way to materially reduce the overall weight of the vehicle and improve fuel efficiencies. Aluminum penetration in the North American wheel market is approximately 62%, as automotive OEMs have recognized both the weight efficiencies of aluminum and its favorable design characteristics. Aluminum wheel penetration in Europe is approximately 33% and we expect it to grow significantly as the European market looks to both improve fuel efficiency and provide design differentiation. The most significant growth area in the market for aluminum vehicle parts is expected to be in the suspension components area, where the penetration of aluminum currently is less than half that of wheels, even though aluminum provides significant weight-saving opportunities to automotive OEMs.

Our Business Strategy

      We believe we are well positioned for growth in sales and operating income through a strategy based on the following:

      Leverage Market Leading Positions and Global Capabilities. We believe our leading market positions reflect our reputation for quality and excellence in the global light vehicle and commercial highway markets for wheels and other products, including suspension, powertrain and brake components. We believe we benefit from our leadership position in product and process technologies that support our focus on high value-added content, particularly regarding safety-critical products, such as suspension products. Our position as the largest aluminum and steel wheel producer combined with our global capabilities give us a strong base to use such breadth and scope to provide maximum value to our customers.

      As emerging markets develop their manufacturing capabilities and infrastructure, the demand for vehicles, and the capability to build them locally increases. Our facilities in emerging market countries position us well in these local markets both to take advantage of the low costs of production and to supply the local automotive markets as they grow at rates generally expected to be faster than in North America and Europe. For example, our facility in Thailand produces both wheels that are shipped to Japanese OEMs and wheels that are sold in the Thai markets.

      Expand Low Cost Production Capabilities. To meet our customers’ demands for the highest quality, lowest cost product delivered globally, we have established manufacturing facilities in a number of countries around the globe that have low production costs. We currently have facilities in the Czech Republic, Turkey, Brazil, Mexico, South Africa, Thailand and India and a strategic manufacturing joint venture and technical relationship in Turkey. The ability to produce product at a lower cost, close to the customer, gives us an advantage over competitors without our breadth of global facilities. Through

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continued investment in countries with low production costs, we intend to continue to enhance our global market position while minimizing our costs. In the next two years, we presently intend to expand our low pressure aluminum wheel casting capabilities in Thailand and in the Czech Republic to serve customers in Europe and Asia and are considering building a new low-pressure aluminum wheel plant in Mexico to serve the North American market. We presently anticipate that most future capacity expansion will be in countries with low production costs.

      Enhance Our Strong Customer Relationships. We are focused on continuing to strengthen our customer relationships through increased quality, high levels of customer service and operational excellence, all of which will allow us to continue to provide a high-quality product to our customers at a low price. Our management team has created a culture that is focused on providing our customers with high-quality service and technical support, and this is reflected in our continuing ability to obtain new business and expand our customer relationships. In addition, we actively leverage our strong OEM relationships in Europe to increase our market share with Asian and European transplant OEMs in North America.

      Continuing Focus on New Product Innovation and Process Development. We believe that we have a track record of developing product and manufacturing process innovations. For example, we recently developed a fabricated steel wheel that is both significantly lighter than a standard steel wheel and significantly less expensive than an aluminum wheel, with styling capabilities similar to an aluminum wheel. This patented “Struktur” wheel has desirable qualities of both steel and aluminum wheels, and we have received advance orders for this product. We have also introduced Full Face Cast wheels, which are lightweight, highly styled wheels that combine a cast aluminum face with a fabricated rim. We are also one of the only suppliers globally using the vacuum riserless casting/pressure riserless casting (“VRC/PRC”) technology that allows for the casting of complex aluminum structural crossmembers that are lighter and more structurally sound than conventionally cast crossmembers. We intend to continue our efforts to develop innovative wheel, brake and other suspension products and manufacturing processes to better serve customers globally and improve our product mix and profit margins.

      Expand Our Product Offerings of High Growth Aluminum Components. We are continuing to develop new aluminum components using our advanced technology and processes. We are focused on increasing our capabilities in the production of high volume aluminum components in order to benefit from significant growth opportunities as customers focus on weight reduction and fuel efficiency. Although U.S. and Western European OEMs have significantly increased their reliance on aluminum products in their effort to reduce weight and increase fuel efficiency, there remain a number of opportunities to increase the use of aluminum components by such OEMs and thereby increase our market penetration. In addition, many Japanese transplant OEMs still rely heavily on lower-cost iron components and we believe that, as our capabilities to produce low-cost aluminum components expand, our ability to sell more aluminum components to Japanese transplant OEMs will increase.

      Focus on Operational Excellence. We continuously implement strategic initiatives designed to improve product quality while reducing manufacturing costs. As part of our turnaround process, we have implemented a broad range of initiatives that have resulted in substantially improved operating performance. We continue to focus on opportunities to improve operating income, including: (a) further rationalization of manufacturing capacity; (b) streamlining of marketing and general and administrative overhead; (c) continued implementation of lean manufacturing and Six Sigma initiatives; (d) efficient investment in new equipment and technologies and the upgrading of existing equipment; and (e) continued improvement of our internal controls and centralization of certain aspects of our accounting and finance functions. Our management team is focused on maximizing our current asset base to improve our operational efficiency while also adapting to the needs of our customers and the market.

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The Reorganization and Related Financing

      On December 5, 2001, Hayes, 30 of our wholly-owned domestic subsidiaries and one of our wholly-owned Mexican subsidiaries filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code (the “Bankruptcy Code”) with the U.S. Bankruptcy Court in the District of Delaware (the “Bankruptcy Court”). On April 9, 2003, we filed our modified first amended joint plan of reorganization (the “Plan of Reorganization”), which was confirmed by an order of the Bankruptcy Court on May 12, 2003 that has become final and non-appealable. The Plan of Reorganization provided for the formation of a holding company structure, and the merger of Hayes with and into HLI, a new operating company formed as an indirect subsidiary of the holding company. Under the Plan of Reorganization, upon our emergence from bankruptcy, all of our existing securities were cancelled, including all of our then outstanding common stock (“Old Common Stock”), stock options and warrants. The Plan of Reorganization provided for the distribution to holders of certain classes of claims an amount in cash, common stock of Holdco (“New Common Stock”), preferred stock of HLI (“New Preferred Stock”), and series A and series B warrants of Holdco (the “Series A Warrants” and “Series B Warrants,” respectively). The Plan of Reorganization became effective on June 3, 2003 (the “Effective Date”), simultaneous with the consummation of the offering of the Old Notes.

      We issued the Old Notes and entered into a senior secured credit facility of up to $550 million (the “New Credit Facility”) on the Effective Date in connection with our emergence from bankruptcy. Upon the effectiveness of the Plan of Reorganization, we:

•  merged Hayes with and into HLI;

•  cancelled all of Hayes’ existing securities and distributed to or for the benefit of holders of certain classes of claims an amount in cash, New Common Stock of Holdco, New Preferred Stock of HLI and the Series A Warrants and Series B Warrants of Holdco;

•  issued the Old Notes;

•  entered into the New Credit Facility;

•  applied the proceeds from the Old Notes and the initial $450.0 million borrowing under the New Credit Facility as described in “Use of Proceeds”; and

•  adopted fresh-start accounting and will be adjusting our consolidated financial statements accordingly.

      In this prospectus, we refer to the effectiveness of the Plan of Reorganization and the foregoing as the “Transactions.” See “The Bankruptcy Case” section of this prospectus for a more detailed description of the bankruptcy case and the Plan of Reorganization and the “Description of Material Debt — New Credit Facility” section for a description of the New Credit Facility.

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The Exchange Offer

Old Notes	$250,000,000 aggregate principal amount of 10 1/2% Senior Notes due 2010, which we issued on June 3, 2003.
New Notes	Up to $250,000,000 aggregate principal amount of 10 1/2% Senior Notes due 2010, which we will issue in the exchange offer under this prospectus and the registration statement of which it forms a part. The terms of the New Notes are substantially identical to those of the Old Notes, except that the issuance of the New Notes has been registered under the Securities Act of 1933, as amended, and the transfer restrictions, registration rights and certain special interest provisions relating to the Old Notes do not apply to the New Notes.
The Exchange Offer	We are offering to issue the New Notes in exchange for a like principal amount of the Old Notes to satisfy our obligations under the registration rights agreement we entered into when the Old Notes were sold in transactions exempt from registration under Rule 144A and Regulation S under the Securities Act.
	This exchange offer is intended to satisfy your rights under the registration rights agreement. Once the exchange offer is complete, you will no longer be entitled to any exchange or registration rights with respect to the Old Notes.
Expiration Date; Tenders	The exchange offer will expire at 5:00 p.m., New York City time, on                                , 2003, unless earlier terminated or extended by us. By tendering your Old Notes, you represent to us:
	• that any New Notes received in exchange for your Old Notes in the exchange offer are being acquired by you or any other person receiving such New Notes in the ordinary course of your or such other person’s business;
	• that at the time of the commencement of the exchange offer, you do not, or any other person who will receive New Notes in exchange for your Old Notes does not, have any arrangement or understanding with any person to participate in the “distribution” (as defined in the Securities Act) of the New Notes in violation of the Securities Act;
	• that you are not holding Old Notes that have, or are reasonably likely to have, the status of an unsold allotment;
	• that you are not, or such other person receiving New Notes in exchange for your Old Notes is not, an “affiliate” (as defined in Rule 405 under the Securities Act) of HLI, or if you are, or such other person is, an “affiliate” of HLI, that you or such other person will comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction;
	• if you are not, or such other person receiving New Notes in exchange for your Old Notes is not, a broker-dealer, that you are not, or such other person is not, engaged in, and you do

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	not, or such other person does not, intend to engage in, the distribution of the New Notes; and
	• if you are a broker-dealer, that you will receive the New Notes for your own account in exchange for Old Notes that were acquired by you as a result of your market-making or other trading activities and that you will deliver a prospectus in connection with any resale of the New Notes you receive in the exchange offer. For further information regarding resales of the New Notes by participating broker-dealers, see the discussion below under the caption “Plan of Distribution.”
Withdrawal; Non-Acceptance	You may withdraw any Old Notes tendered in the exchange offer at any time prior to 5:00 p.m., New York City time, on                                , 2003, unless the exchange offer is earlier terminated. If we extend the exchange offer, you may withdraw Old Notes tendered at any time prior to the expiration date, as extended. If we decide for any reason not to accept any Old Notes for exchange, the Old Notes will be returned to you at our expense promptly after the expiration or termination of the exchange offer. See “The Exchange Offer — Terms of the Exchange Offer; Period for Tendering Old Notes” and “— Withdrawal Rights.”
Resales of New Notes	Based on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties, we believe that the New Notes you receive in the exchange offer may be offered for resale, resold or otherwise transferred without compliance with the registration and prospectus delivery provisions of the Securities Act. However, you or any other person receiving New Notes in exchange for your Old Notes will not be able to freely transfer the New Notes if:
	• you are, or such other person receiving New Notes in exchange for your Old Notes is, an “affiliate” (as defined in Rule 405 under the Securities Act) of HLI;
	• you are not, or any other person receiving New Notes in exchange for your Old Notes is not, acquiring the New Notes in the exchange offer in the ordinary course of your or such other person’s business; or
	• you are, or such other person receiving New Notes in exchange for your Old Notes is, participating, intends to participate or has an arrangement or understanding with any person to participate, in the distribution of the New Notes you or such other person will receive in the exchange offer.
	If you fall within one of the exceptions listed above, or if you are a broker-dealer that receives New Notes for your own account in the exchange offer in exchange for Old Notes that were acquired by you as a result of your market-making or other trading activities, you must comply with the registration and prospectus delivery requirements of the Securities Act or qualify for a registration exemption in connection with any resale transaction involving the New Notes.

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Conditions to the Exchange Offer	The exchange offer is subject to customary conditions, which we may waive. See the discussion below under the caption “The Exchange Offer — Conditions to the Exchange Offer” for more information regarding conditions to the exchange offer.
Procedures for Tendering Old Notes	Unless you comply with the procedures described below under the caption “The Exchange Offer — Guaranteed Delivery Procedures,” you must do one of the following prior to the expiration of the exchange offer in order to participate in the exchange offer:
	• tender your Old Notes by sending certificates representing your Old Notes and a properly completed and duly executed letter of transmittal, with any required signature guarantees and all other documents required by the letter of transmittal, to U.S. Bank National Association, as Exchange Agent, at one of the addresses listed below under the caption “The Exchange Offer — Exchange Agent”; or
	• tender your Old Notes by using the book-entry procedures described below under the caption “The Exchange Offer — Book Entry Transfer,” and sending a properly completed and duly executed letter of transmittal, with any required signature guarantees and all other documents required by the letter of transmittal, or by transmitting an agent’s message to the Exchange Agent instead of the letter of transmittal, as described below under “The Exchange Offer — Book Entry Transfer.”
Guaranteed Delivery Procedures	If you are a registered holder of the Old Notes and wish to tender your Old Notes in the exchange offer, but (1) the Old Notes are not immediately available, (2) time will not permit your Old Notes or other required documents to reach the Exchange Agent before the expiration of the exchange offer or (3) the procedure for book-entry transfer cannot be completed on a timely basis, you may tender Old Notes by following the procedures described below under the caption “The Exchange Offer — Guaranteed Delivery Procedures.”
Special Procedures for Beneficial Owners	If you are a beneficial owner whose Old Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your Old Notes in the exchange offer, you should promptly instruct the registered owner to tender on your behalf. If you wish to tender in the exchange offer on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your Old Notes, either make appropriate arrangements to register ownership of the Old Notes in your name or obtain a properly completed bond power from the person in whose name the Old Notes are registered.
U.S. Federal Income Tax Consequences	Your exchange of Old Notes for New Notes in the exchange offer will not result in any income, gain or loss to you for federal income tax purposes. See “U.S. Federal Income Tax

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	Considerations” for more information regarding the tax consequences of the exchange offer.
Use of Proceeds	We will not receive any proceeds from the exchange offer.
Exchange Agent	U.S. Bank National Association is the Exchange Agent for the exchange offer. The address and telephone number of the Exchange Agent can be found below under the caption “The Exchange Offer — Exchange Agent.”
Registration Rights	When we issued the Old Notes in June 2003, we entered into a registration rights agreement with the initial purchasers of the Old Notes. Under the terms of the registration rights agreement we agreed to use our best efforts to file with the SEC and cause to become effective a registration statement relating to an offer to exchange the Old Notes for New Notes.
	The registration rights agreement contains provisions that require us to pay special interest on the Notes in the event that we fail to:
	• use our best efforts to complete the exchange offer by November 30, 2003,
	• keep the exchange offer open for not less than 30 days and no more than 45 days from the date of this prospectus, or
	• file a shelf registration statement for the resale of the Old Notes if we cannot effect this exchange offer within the specified time period and in certain other circumstances described in the registration rights agreement.
	In the event that any of the above occurs, the interest rate on the Old Notes will increase by 0.25% every 90 days, to a maximum of 1.0%, until the failure has been cured. See “Registration Rights” for more information regarding the terms of the agreement and these special interest requirements.
Consequences of Not Exchanging Old Notes	If you do not exchange your Old Notes in the exchange offer, your Old Notes will continue to be subject to the restrictions on transfer described in the legend on the certificate for your Old Notes. In general, you may offer or sell your Old Notes only:
	• if the sale is registered under the Securities Act;
	• if they are offered or sold under an exemption from registration under the Securities Act; or
	• if they are offered or sold in a transaction not subject to the Securities Act and applicable state securities laws.
	We do not currently intend to register the Old Notes under the Securities Act. If you do not participate in the exchange offer and other holders’ Old Notes are accepted for exchange, the trading market, if any, for the Old Notes would be adversely affected due to a reduction in market liquidity. Under certain circumstances, certain holders of Old Notes (including certain holders who are not permitted to participate in the exchange offer or who do not receive freely tradeable New Notes in the exchange offer) may require us to file and cause to become

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effective a shelf registration statement which would cover resales of Old Notes by these holders. See “The Exchange Offer — Consequences of Exchanging or Failing to Exchange Old Notes” and “Registration Rights” for more information.

Summary Description of the New Notes

      The terms of the New Notes are substantially identical to those of the Old Notes, except that the issuance of the New Notes has been registered under the Securities Act and the transfer restrictions, registration rights and certain special interest provisions relating to the Old Notes do not apply to the New Notes.

Issuer	HLI Operating Company, Inc., a Delaware corporation and a subsidiary of Hayes Lemmerz International, Inc. (“Holdco”).
Notes Offered	$250,000,000 aggregate principal amount of 10 1/2% Senior Notes due June 15, 2010.
Maturity	June 15, 2010.
Interest Payment Dates	June 15 and December 15 of each year, beginning on December 15, 2003.
Guarantees	The New Notes will be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by Holdco and substantially all its domestic subsidiaries, other than HLI as the issuer of the New Notes. Holdco’s foreign subsidiaries will not guarantee the New Notes.
	For the year ended January 31, 2003 and the three months ended April 30, 2003, respectively, on a pro forma consolidated basis after giving effect to the Transactions, Holdco’s consolidated subsidiaries that are not subsidiary guarantors as of the date of this prospectus (other than HLI as the issuer of the Notes) had net sales of $818.0 million and $229.2 million, respectively, and operating income of $65.5 million and $18.7 million, respectively, and as of April 30, 2003, those subsidiaries had total assets of $1,265.4 million.
Ranking	The New Notes will be:
	• senior unsecured obligations of HLI;
	• effectively subordinate in right of payment to all debt and other obligations (including trade payables) of any of Holdco’s subsidiaries that do not guarantee the New Notes;
	• effectively subordinate in right of payment to all of HLI’s existing and future secured debt, including borrowings under the New Credit Facility, to the extent of the value of the assets securing that debt;
	• equal in right of payment with all of HLI’s existing and future senior debt; and
	• senior in right of payment to all of HLI’s future subordinated debt.

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	The guarantees of each guarantor will be:
	• senior unsecured obligations of that guarantor;
	• effectively subordinate in right of payment to that guarantor’s existing and future secured debt, including guarantees of the New Credit Facility, to the extent of the value of the assets securing that debt;
	• equal in right of payment with that guarantor’s existing and future senior debt; and
	• senior in right of payment to all that guarantor’s future subordinated debt.
	As of April 30, 2003, on a pro forma consolidated basis after giving effect to the Transactions, HLI and the guarantors would have had $730.0 million in principal amount of senior debt, including $480.0 million of senior secured debt, and our subsidiaries that are not guarantors would have had $400.8 million of balance sheet liabilities (in each case, excluding unused commitments made by lenders and intercompany debt). The indenture governing the New Notes will permit us, subject to specified limitations, to incur additional debt, some or all of which may be senior debt and some of which may be secured and some of this additional debt may be incurred by our subsidiaries that are not guarantors.
Optional Redemption	Prior to June 15, 2007, HLI may redeem some or all of the New Notes by paying a specified “make-whole” premium. At any time on or after June 15, 2007, HLI may redeem some or all of the New Notes at the redemption prices specified in this prospectus under “Description of the New Notes — Optional Redemption.”
	At any time prior to June 15, 2006, HLI may redeem up to 35% of the aggregate principal amount of the New Notes in an amount not to exceed the amount of proceeds of one or more public equity offerings, at a price equal to 110.50% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, provided that at least 65% of the original aggregate principal amount of the New Notes issued remains outstanding after the redemption.
Covenants	HLI issued the Old Notes and will issue the New Notes under an indenture between HLI and U.S. Bank National Association, as trustee. The indenture includes covenants that limit the ability of Holdco and each of its restricted subsidiaries (including HLI) to:
	• incur additional debt;
	• pay dividends and make other restricted payments;
	• create or permit certain liens;
	• issue or sell capital stock of restricted subsidiaries;
	• use the proceeds from sales of assets and subsidiary stock;

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	• create or permit restrictions on the ability of our restricted subsidiaries to pay dividends or make other distributions to us;
	• enter into transactions with affiliates;
	• enter into sale and leaseback transactions; and
	• consolidate or merge or sell all or substantially all of its assets.
	Substantially all of Holdco’s subsidiaries (including HLI) are restricted subsidiaries, as defined in the indenture. These covenants are subject to a number of important exceptions and qualifications as described under “Description of the New Notes — Certain Covenants.”
Change of Control	Following a change of control, HLI will be required to offer to purchase all of the New Notes at a purchase price of 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase.
Absence of Established Market for the New Notes	The New Notes are a new issue of securities, and currently there is no market for them. HLI does not currently intend to apply for the New Notes to be listed on any securities exchange or to arrange for any quotation system to quote them. HLI expects the New Notes to be eligible for trading in the PORTALSM Market. The initial purchasers of the Old Notes have advised HLI that they intend to make a market for the New Notes, but they are not obligated to do so. The initial purchasers may discontinue any market-making in the New Notes at any time in their sole discretion. Accordingly, we cannot assure you that a liquid market will develop for the New Notes.
Use of Proceeds	We will not receive any proceeds from the issuance of the New Notes offered by this prospectus. We used the net proceeds from the offering of the Old Notes to provide a portion of the funds needed to finance our emergence from Chapter 11 bankruptcy proceedings. See “Use of Proceeds.”
Risk Factors	You should carefully consider the information set forth in the section of this prospectus entitled “Risk Factors” and the other information included or incorporated by reference in this prospectus before deciding whether to tender your Old Notes in the exchange offer.

      For more complete information about the New Notes, see the “Description of the New Notes” section of this prospectus.

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Summary Historical and Unaudited Pro Forma Consolidated Financial Information

      The following table sets forth summary historical and unaudited pro forma consolidated financial information as of and for the year ended January 31, 2003 and as of and for the three months ended April 30, 2003, respectively, and has been derived from the audited consolidated financial statements of Hayes and the unaudited interim consolidated financial statements of Hayes, respectively, incorporated by reference in this prospectus. Our historical consolidated financial statements for the year ended January 31, 2003 were audited by our independent public accountants, KPMG LLP. The unaudited pro forma consolidated financial information is for Holdco and has been derived from the unaudited pro forma financial information included elsewhere in this prospectus. Holdco is a newly formed holding company with no operations, assets or liabilities and is the indirect owner of HLI. Upon our emergence from bankruptcy, Hayes was merged with and into HLI. The information set forth below should be read in conjunction with our consolidated financial statements and notes thereto incorporated by reference in this prospectus, and the “Unaudited Pro Forma Consolidated Financial Information” section of this prospectus. The unaudited pro forma financial information below does not purport to be indicative of our future operating results.

      The unaudited pro forma financial information below gives effect to the Transactions, pursuant to which we:

•  merged Hayes with and into HLI;

•  gave effect to the Plan of Reorganization, including cancellation of all of Hayes’ existing securities and distribution to or for the benefit of holders of certain classes of claims of an amount in cash, New Common Stock of Holdco, New Preferred Stock of HLI and the Series A Warrants and Series B Warrants of Holdco;

•  issued the Old Notes;

•  entered into the New Credit Facility;

•  applied the proceeds from the Old Notes and the initial $450.0 million borrowing under the New Credit Facility as described in “Use of Proceeds”; and

•  adopted fresh-start accounting and will be adjusting our consolidated financial statements accordingly.

								Year
			Year Ended		Pro Forma			Ended		Three Months		Pro Forma			Three Months
			January 31,		Adjustments			January 31,		Ended		Adjustments			Ended
			2003		for the			2003		April 30, 2003		for the			April 30, 2003
			Historical		Transactions			Pro Forma		Historical		Transactions			Pro Forma
					(unaudited)			(unaudited)		(unaudited)		(unaudited)			(unaudited)
			(millions)
Income Statement Data:
	Net sales			$2,001.6	$	—		$	2,001.6	$	515.3	$	—		$	515.3
	Cost of goods sold			1,793.9		(2.8	)		1,791.1		463.6		(3.4	)		460.2
		Gross profit		207.7		2.8			210.5		51.7		3.4			55.1
	Marketing, general and administration			103.1		—			103.1		27.4		—			27.4
	Engineering and product development			20.4		—			20.4		6.3		—			6.3
	Amortization of intangible assets			3.3		10.4			13.7		1.3		2.1			3.4
	Asset impairments and other restructuring charges			43.5		—			43.5		4.1		—			4.1

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									Year
			Year Ended			Pro Forma			Ended			Three Months			Pro Forma			Three Months
			January 31,			Adjustments			January 31,			Ended			Adjustments			Ended
			2003			for the			2003			April 30, 2003			for the			April 30, 2003
			Historical			Transactions			Pro Forma			Historical			Transactions			Pro Forma
						(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)
			(millions)
	Other income, net			(6.8	)		—			(6.8	)		(1.8	)		—			(1.8	)
	Reorganization items			44.5			(44.5	)		—			13.1			(13.1	)		—
		Earnings (loss) from operations		(0.3	)		36.9			36.6			1.3			14.4			15.7
	Interest expense, net			72.7			(9.3	)		63.4			17.0			(2.0	)		15.0
	Income tax provision (benefit)			3.6			(7.6	)		(4.0	)		5.9			(1.0	)		4.9
	Minority interest in consolidated subsidiaries			3.5			—			3.5			1.0			—			1.0
	Minority interest for New Preferred Stock dividend			—			0.8			0.8			—			0.2			0.2
	Cumulative effect of change in accounting principle, net of tax			554.4			—			554.4			—			—			—
		Net income (loss)	$	(634.5	)	$	53.0		$	(581.5	)	$	(22.6	)	$	17.2		$	(5.4	)
Balance Sheet Data:
	Property, plant, equipment and tooling, net		$	978.8								$	976.9		$	(47.0	)	$	929.9
	Total assets			1,846.6									1,880.2			201.8			2,082.0
	Total debt, including debt subject to compromise			2,071.1									2,079.0			(1,318.3	)		760.7
	Stockholders’ (deficit) equity			(1,074.4	)								(1,085.0	)		1,629.4			544.4

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Ratio of Earnings to Fixed Charges

      For purposes of calculating the ratio of earnings to fixed charges, earnings represents the consolidated earnings (loss) from operations less consolidated interest expense. Fixed charges include interest expense (including amortization of deferred financing costs) and the portion of operating rental expense that represents the interest component of rental expense.

															Three Months
		Year Ended January 31,													Ended April 30,
		1999		2000		2001			2002			2003			2002			2003
		(millions except ratios)
Earnings:
	Earnings (loss) before taxes on income, minority interest cumulative effect of change in accounting principle and extraordinary gain	$	93.1	$	88.9	$	(173.9	)	$	(385.8	)	$	(73.0	)	$	(31.4	)	$	(15.7	)
Interest expense:
	Bank borrowings and long-term debt		94.9		153.3		163.5			175.2			72.7			16.8			17.0
	Rental expense(1)		7.2		8.7		10.3			10.3			9.4			2.5			2.2
Earnings (loss) before interest expense, taxes on income, minority interest, cumulative effect of change in accounting principle and extraordinary gain		$	195.2	$	250.9	$	(0.1	)	$	(200.3	)	$	9.1		$	(12.1	)	$	3.5
Fixed charges:
	Bank borrowings and long-term debt	$	94.9	$	153.3	$	163.5		$	175.2		$	72.7		$	16.8		$	17.0
	Rental expense(1)		7.2		8.7		10.3			10.3			9.4			2.5			2.2
Total fixed charges		$	102.1	$	162.0	$	173.8		$	185.5		$	82.1		$	19.3		$	19.2
Ratio of earnings (loss) to fixed charges			1.91		1.55		N/A	(2)		N/A	(2)		N/A	(2)		N/A	(2)		N/A	(2)
Coverage deficiency on fixed charges			N/A		N/A	$	173.9		$	385.8		$	73.0		$	31.4		$	15.7

(1)	Interest component of rental expense.
(2)	Earnings were insufficient to cover fixed charges.

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RISK FACTORS

      You should carefully consider the risk factors described below as well as all other information contained and incorporated by reference in this prospectus before deciding to tender your Old Notes in the exchange offer. The risk factors described below are generally applicable to the Old Notes as well as the New Notes, other than “— Risks Relating to the Exchange Offer — Consequences of not exchanging Old Notes — if you fail to exchange your Old Notes in the exchange offer, they will continue to be subject to transfer restrictions.”

      The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently deem to be immaterial may also materially and adversely affect our business operations. If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected.

Risks Relating to the Exchange Offer

Consequences of not exchanging Old Notes — if you fail to exchange your Old Notes in the exchange offer, they will continue to be subject to transfer restrictions.

      If you do not exchange your Old Notes for New Notes in the exchange offer, you will continue to be subject to the restrictions on transfer of your Old Notes described in the legend on your Old Notes. The restrictions on transfer of your Old Notes arise because we issued the Old Notes in transactions exempt from the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer or sell the Old Notes if the sale is registered under the Securities Act and applicable state securities laws, or the Old Notes are offered and sold pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not plan to register the Old Notes under the Securities Act. To the extent Old Notes are tendered and accepted in the exchange offer, the trading market, if any, for the Old Notes would be adversely affected due to a reduction in market liquidity. See “The Exchange Offer — Consequences of Exchanging or Failing to Exchange Old Notes.” In addition, if you exchange your Old Notes in the exchange offer for the purpose of participating in a distribution of the New Notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Risks involved in exchange procedures — you must carefully follow the required procedures in order to exchange your Old Notes.

      The New Notes will be issued in exchange for your Old Notes only if, prior to expiration of the exchange offer, the Exchange Agent has received the certificates representing your Old Notes, together with a properly completed and duly executed letter of transmittal, with any required signature guarantees, and all other documents required by the letter of transmittal, or, in the case of a book-entry transfer, a properly completed and duly executed letter of transmittal, with any required signature guarantees, and all other documents required by the letter of transmittal or an agent’s message instead of the letter of transmittal. Therefore, if you wish to tender your Old Notes, you must carefully follow the required procedures and allow sufficient time to ensure timely delivery. Neither we nor the Exchange Agent has any duty to notify you of defects or irregularities which respect to tenders of Old Notes for exchange. Any holder of Old Notes who tenders in the exchange offer for the purpose of participating in a distribution of the New Notes will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. Each broker or dealer that receives New Notes for its own account in exchange for Old Notes that were acquired in market-making or other trading activities must acknowledge that it will deliver a prospectus in connection with any resale of the New Notes.

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Risks Relating To Our Company

Automotive industry trends — decreased demand in the automotive industry may adversely affect our business.

      A significant portion of our sales are to automotive OEMs, and therefore our financial performance depends, in large part, on conditions in the automotive industry, which, in turn, are dependent upon the U.S. and global economies generally. As a result, economic and other factors adversely affecting automotive production and consumer spending could adversely impact our business. A weakening of the U.S. and global economies could adversely affect consumer spending, and result in decreased demand for automobiles and light trucks. If OEMs were to decrease production due to such reduced demand, our financial performance could be adversely affected. In addition, relatively modest declines in our customers’ production levels could have a significant adverse impact on our profitability because we have substantial fixed production costs. Due to the present uncertainty in the economy, we believe that some of our OEM customers have been reducing their forecasts for new vehicle production. If actual production volume is reduced accordingly, our business would be adversely affected. Our sales are also impacted by retail inventory levels and our customers’ production schedules. If our OEM customers significantly reduce their inventory levels and reduce their orders from us, our performance would be adversely impacted. In this environment, we cannot predict future production rates or inventory levels or the underlying economic factors. Continued uncertainty and unexpected fluctuations may have a significant negative impact on our business.

Changing nature of the automotive industry — consolidation in the automotive industry may impact our business.

      In the automotive industry, there has been a trend toward consolidation. Continued consolidation of the automotive industry could adversely affect our business. Such consolidation could result in a loss of some of our present customers to our competitors. This consolidation could thereby lead to reduced demand which may have a significant negative impact on our business.

Changing nature of the automotive industry — cost reduction initiatives in the automotive industry may impact our business.

      OEMs have been seeking ways to lower their own costs of manufacturing which could adversely affect our business. These cost reductions may be effected through an increased use of internal manufacturing or through relocation of production to countries with lower-cost structures. As production is relocated, OEMs might find it more cost-efficient to rely on either internal manufacturing capabilities at such relocated facilities or local or other foreign suppliers with lower production costs. This internal manufacturing or reliance on local or other foreign suppliers may have a significant negative impact on our business.

Cyclical nature of industry — the industry in which we operate is cyclical and dependent upon the economy and other important factors.

      Our principal operations are directly related to domestic and foreign automotive and commercial highway vehicle production. Industry sales and production are cyclical and therefore can be affected by the strength of the economy generally, by consumer spending, or, in specific regions such as North America or Europe, by prevailing interest rates and by other factors which may have an effect on the level of our sales. Any decline in the demand for new automobiles could have a material adverse impact on our financial condition and results of operations.

Dependence on major customers — the loss of any of our major customers could affect our financial health.

      We derived a total of approximately 52% of our fiscal 2002 net sales on a worldwide basis from Ford, DaimlerChrysler and General Motors and their subsidiaries. In addition, these three OEMs account for an even greater percentage of our net sales of particular products. We cannot guarantee that we will maintain or improve our relationships with these customers or that we will continue to supply these customers at

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current levels. The loss of a significant portion of sales to Ford, DaimlerChrysler or General Motors could have a material adverse effect on our business. In addition, if any of our significant customers were to seek bankruptcy protection, our business could be adversely affected.

      Furthermore, our OEM customers are not required to purchase any minimum amount of products from us. The contracts we have entered into with most of our customers provide for supplying the customers for a particular vehicle model, rather than for manufacturing a specific quantity of products. Such contracts range from one year to the life of the model (usually three to seven years), typically are non-exclusive, and do not require the purchase by the customer of any minimum number of parts from us. Therefore, a significant decrease in demand for certain key models or group of related models sold by any of our major customers, or a decision by a manufacturer not to purchase from us, or to discontinue purchasing from us, for a particular model or group of models, could have a material adverse effect on us.

Pricing pressure — we are subject to pricing pressure from our OEM customers.

      OEMs historically have had significant leverage over their outside suppliers because the automotive component supply industry is fragmented and serves a limited number of automotive OEMs. Suppliers that sell directly to OEMs (referred to as “Tier 1” suppliers) are subject to substantial continuing pressure from the major OEMs to reduce the price of their products. In addition, several of our major customers have announced significant cost-cutting initiatives, which could further increase downward pressure on pricing. If we are unable to generate sufficient production cost savings in the future to offset price reductions, our gross margin and profitability would be adversely affected. In addition, changes in OEMs’ purchasing policies or payment practices could have an adverse effect on our business.

Competition — we operate in the highly competitive automotive supply industry.

      The automotive component supply industry is highly competitive. Some of our competitors are companies, or divisions or subsidiaries of companies, that are larger and have greater financial and other resources than we do. In addition, with respect to certain of our products, some of our competitors are divisions or former subsidiaries of our OEM customers. There can be no assurance that our products will be able to compete successfully with the products of these other companies. Furthermore, the rapidly evolving nature of the markets in which we compete may attract new entrants. Any of these competitors may foresee the course of market development more accurately than us, develop products that are superior to our products, have the ability to produce similar products at a lower cost than us, or adapt more quickly than us to new technologies or evolving customer requirements. As a result, our products may not be able to compete successfully with their products.

Global financial and economic instability — we may be adversely affected by the significant instability and uncertainty in the world financial markets and the global economy, including the effects of the war in the Middle East.

      Recent instability in the world financial markets and the global economy, including as a result of the war in the Middle East, has created uncertainty in the automotive industry and may adversely affect our business. If such economic and financial instability were to result in a decrease in new vehicle production, our business would be adversely affected. In addition, the war, related setbacks or adverse developments, including a retaliatory strike, may cause unpredictable or unfavorable economic conditions and could have a material adverse impact on our operating results and financial condition, on our ability to raise capital and on our ability to effectuate our comprehensive restructuring plan. In addition, terrorist attacks similar to the ones committed on September 11, 2001 may directly affect our ability to keep our operations and services functioning properly and could have a material adverse effect on our business and results of operations.

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Internal controls — our disclosure controls and procedures and our internal controls may not be sufficient to ensure timely and reliable financial information.

      On February 19, 2002, we issued restated consolidated financial statements included in our filings with the SEC as of and for the fiscal years ended January 31, 2001 and 2000, and related quarterly periods, and for the fiscal quarter ended April 30, 2001. The restatement was the result of our failure to properly apply certain accounting standards generally accepted in the United States and certain accounting errors and irregularities in our financial statements that we and our independent auditors identified. Since then, we have made a number of significant changes to strengthen our disclosure controls and procedures and our internal controls, including those internal controls and procedures for financial reporting. See “The Bankruptcy Case — Other Information — Events Leading to the Commencement of the Chapter 11 Cases” for a description of such changes. However, activities critical to our restructuring, including: (a) the establishment of a new management team under the leadership of a new chief executive officer and the hiring of a new chief financial officer; (b) the commencement of a number of key operating initiatives including an ongoing process to rationalize our manufacturing capacity on a global basis; and (c) the time and effort spent in our restructuring, have complicated our ability to assess the overall effectiveness of our disclosure controls and procedures and our internal controls and to implement certain improvements to those controls and procedures. As a result, we will continue to be subjected to a number of risks relating to these controls that are inherent in our transition following emergence from Chapter 11.

      We are continuing the process of identifying and implementing corrective actions where required to improve the effectiveness of our disclosure controls and procedures and internal controls, including the enhancement of systems and procedures. Significant supplemental resources will continue to be required to maintain appropriate controls and procedures and prepare the required financial and other information during this process. In addition, employees will need to be hired and trained to fill positions currently staffed by consultants.

      The effectiveness of our controls and procedures may be limited by a variety of risks including:

•  faulty human judgment and simple errors, omissions or mistakes;

•  collusion of two or more people or inappropriate management override of procedures;

•  imprecision in estimating and judging cost-benefit relationships in designing controls; and

•  reductions in the effectiveness of one deterring component (such as a strong cultural and governance environment) by a conflicting component (such as may be found in certain management incentive plans).

      If we fail to have effective internal controls and procedures for financial reporting in place, we could be unable to provide timely and reliable financial information.

Dependence on key personnel — our success will depend on our ability to retain our key employees and may be adversely affected by our loss of restructuring experts.

      One of our primary assets is our highly skilled personnel, who have the ability to leave us and so deprive us of the skill and knowledge essential for performance of existing and new business. For example, our success and the successful implementation of our comprehensive restructuring plan will be highly dependent upon Curtis Clawson, our President and Chief Executive Officer, as well as other members of senior management. Although Mr. Clawson and several other members of senior management are subject to employment agreements (see the “Executive Compensation — Employment Contracts, Termination of Employment and Change-of-Control Arrangements” section of our Annual Report on Form 10-K for the fiscal year ended January 31, 2003 incorporated by reference in this prospectus), such employment agreements may be terminated and the loss of the services of any such individuals or other key personnel could have a material adverse effect upon the implementation of our comprehensive restructuring plan and on our success in general.

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      Furthermore, in October 2001, we engaged AlixPartners, LLC and hired certain restructuring professionals affiliated with AlixPartners, LLC to serve as members of our senior management team to, among other things, provide restructuring and other financial services during the pendency of the bankruptcy case. Since the effective date of our Plan of Reorganization, we have been in a transition period after which AlixPartners will no longer be retained by us and some of the services that have been provided by these professionals will be performed by current employees or employees that we must hire. There can be no assurance that we will be able to hire such employees in a timely manner or that this transition will not result in an interruption of these services. Such an interruption could harm our ability to continue to develop and manage our business and implement our comprehensive restructuring plan.

Product liability and warranty claims — the nature of our business exposes us to product liability and warranty claims.

      We are exposed to potential product liability and warranty risks that are inherent in the design, manufacture and sale of automotive products, the failure of which could result in property damage, personal injury or death. Accordingly, individual or class action suits alleging product liability or warranty claims could result. Although we currently maintain what we believe to be suitable and adequate product liability insurance in excess of our self-insured amounts, there can be no assurance that we will be able to maintain such insurance on acceptable terms or that such insurance will provide adequate protection against potential liabilities. In addition, if any of our products prove to be defective, we may be required to participate in a recall involving such products. A successful claim brought against us in excess of available insurance coverage, if any, or a requirement to participate in any product recall, could have a material adverse effect on our results of operations or financial condition.

Intellectual property — we might fail to adequately protect our intellectual property or third parties might assert that our technologies infringe on their intellectual property.

      We consider ourselves to be an industry leader in product and process technology, and therefore the protection of our intellectual property is important to our business. We rely on a combination of patents, trade secrets, trademarks and copyrights to provide protection in this regard, but this protection might be inadequate. For example, our pending or future patent applications might not be approved or, if allowed, they might not be of sufficient strength or scope. Conversely, third parties might assert that our technologies infringe their proprietary rights. In either case, litigation, which could result in substantial costs and diversion of our efforts, might be necessary, and whether or not we are ultimately successful, the litigation could adversely affect our business.

Legal proceedings — we will be subject to claims made after the date that we filed for bankruptcy and other claims that are not discharged in the bankruptcy proceeding, which could have a significant negative impact on our results of operations and profitability.

      The nature of our business subjects us to litigation in the ordinary course of our business. In addition, we are from time to time involved in other legal proceedings. Although all claims made against us prior to the date of the bankruptcy filing, except as described in the immediately following paragraph, were satisfied in accordance with the terms of the Plan of Reorganization or in connection with settlement agreements that were approved by the Bankruptcy Court prior to our emergence from bankruptcy, we cannot assure you that any remaining or future claims will not have a significant negative impact on our results of operations and profitability. In addition, claims made after the date of our bankruptcy filing were not discharged in the bankruptcy proceeding. See the “Business — Legal Proceedings” section of this prospectus for a description of the significant legal proceedings and investigations in which we are presently involved.

      Claims made against us prior to the date of the bankruptcy filing may not have been discharged if the claimant had no notice of the bankruptcy filing. In addition, in other bankruptcy cases, states have challenged whether their claims could be discharged in a federal bankruptcy proceeding if they never made an appearance in the case. This issue has not been finally settled by the U.S. Supreme Court. Therefore,

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we can give no assurance that our emergence from bankruptcy resulted in a discharge of all claims against us with respect to periods prior to the date we filed for bankruptcy protection. Any such claim not discharged could have a material adverse effect on our financial condition and profitability. Moreover, our European operations and certain other foreign operations did not file for bankruptcy protections, and claims against them are not affected by our bankruptcy filing.

Legal proceedings — we are being investigated by the SEC.

      We have been advised that the SEC is conducting an investigation into the facts and circumstances giving rise to the restatement discussed above under “Internal controls — we might fail to further improve or continue to supplement our disclosure controls and procedures and our internal controls.” We have been and intend to continue cooperating with the SEC in connection with such investigation, but we cannot predict the outcome of the investigation. There can be no assurance that the SEC will not impose fines or take other corrective actions against us that could have a significant negative impact on our financial condition. In addition, publicity surrounding the SEC’s investigation or any enforcement action, even if ultimately resolved favorably for us, could have a material adverse impact on our financial condition, results of operations or business.

Effect of debt — we have substantial levels of debt and debt service which will divert a significant amount of cash from our business operations.

      We have substantial levels of debt, including debt under the New Credit Facility, the Notes and other debt instruments. Although the agreement governing the New Credit Facility and the indenture governing the Notes impose limits on our ability to incur additional debt, we may incur significant additional debt in the future. The degree to which we will be leveraged could have important consequences, including:

•  requiring a substantial portion of our cash flow from operations to be dedicated to debt service and therefore not available to us for our operations, capital expenditures and future business opportunities;

•  increasing our vulnerability to a downturn in general economic conditions or in our business;

•  limiting our ability to adjust to changing market conditions, placing us at a competitive disadvantage compared to our competitors that have relatively less debt; and

•  limiting our ability to obtain additional financing or access our revolving credit facility in the future for capital expenditures, working capital or general corporate purposes.

Substantial restrictions and covenants — restrictions and covenants in the indenture governing the Notes, the New Credit Facility and our other debt agreements limit our ability to take certain actions and require us to satisfy certain financial ratios.

      The indenture governing the Notes, our New Credit Facility and our other debt agreements contain a number of significant covenants that, among other things, restrict our ability, and the ability of our subsidiaries, to:

      • declare dividends or redeem or repurchase capital stock;

•  prepay, redeem or purchase debt, including the Notes;

•  incur liens and engage in sale-leaseback transactions;

•  make loans and investments;

•  incur additional debt, including borrowings under our revolving credit facility;

•  amend or otherwise alter certain debt documents;

•  make capital expenditures;

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•  engage in mergers, acquisitions and asset sales;

•  enter into transactions with affiliates; and

•  alter the business we conduct.

      In addition, under the New Credit Facility we are required to satisfy certain financial covenants, including covenants regarding a maximum total leverage ratio, a minimum interest coverage ratio and a minimum fixed charge coverage ratio, and we may become subject to additional or more restrictive covenants in connection with any future borrowing. Our ability to comply with these covenants may be affected by events beyond our control. If we are unable to comply with the covenants under the indenture governing the Notes, the New Credit Facility or any of our other debt instruments, there would be a default which, if not waived, could result in acceleration of our debt and our bankruptcy if we were unable to repay the amounts owed. Additionally, a default resulting from our failure to comply with such covenants or the applicable borrowing conditions would preclude us from borrowing additional funds. Compliance with the covenants could cause us to conduct our business, or to forgo opportunities, in such a manner as to materially harm our business. See the “Description of Material Debt — New Credit Facility” and “Description of the New Notes” sections of this prospectus for a further description of covenants and events of default.

Bankruptcy proceedings — we cannot be certain that the bankruptcy proceeding will not adversely affect our operations going forward.

      On December 5, 2001, Hayes, 30 of our wholly-owned domestic subsidiaries and one wholly-owned Mexican subsidiary filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code. Although we emerged from bankruptcy on June 3, 2003, we cannot assure you that the bankruptcy proceeding will not adversely affect our operations going forward. The bankruptcy case may adversely affect our ability to negotiate favorable terms from suppliers, landlords and others and to attract and retain customers. The failure to obtain such favorable terms or attract and retain customers could adversely affect our financial performance.

Implementation of operational improvements — we may not be able to complete successful implementation of our planned operational improvements.

      We are currently in the process of implementing operational improvements, which consist of a number of cost-cutting and profit-enhancing initiatives. Although the implementation of most of these initiatives has been completed, we are continuing to analyze our business to further improve our operations and identify cost-cutting measures. Our continued analysis includes identifying and implementing opportunities for: (i) further rationalization of manufacturing capacity; (ii) streamlining of marketing and general and administrative overhead; (iii) continued implementation of lean manufacturing and Six Sigma initiatives; and (iv) efficient investment in new equipment and technologies and the upgrading of existing equipment. We may be unable to successfully complete the implementation of the plan, or fail to realize the benefits of the actions we have already completed, as a result of operational difficulties, a weakening of the economy or other factors. If the implementation of the operational improvements is not successful, we may be unable to offer products at a competitive price to generate sufficient operating funds to pay the interest on the Notes. In such event, there can be no assurance that alternative sources of financing would be available to us or, if available, that such financing would be on commercially reasonable terms. See “The Bankruptcy Case — Comprehensive Restructuring Plan” section of this prospectus for a description of our operational improvements.

Significant plans for expansion — we may be unable to successfully implement our expansion plans included in our business strategy.

      As a key part of our business strategy, we plan to expand our ability to produce low-pressure aluminum cast components (see “Business — Our Business Strategy”). In the next two years, we currently intend to expand existing capacity in Thailand and the Czech Republic and are considering building a new

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low-pressure aluminum wheels facility in Mexico. A significant change in our business, the economy or an unexpected decrease in our cash flow for any reason could result in an inability to obtain the capital required to build this new facility or to make our planned investments in the Czech Republic or Thailand. Failure to successfully build or expand these facilities, launch production, produce saleable product or meet customer demand in a timely manner could result in damage to or loss of customer relationships.

Dependence on third-party suppliers and manufacturers — increased cost of supplies and raw materials could affect our financial health.

      Generally, our supplies and raw materials are obtainable from various sources and in the quantities desired. Although we currently maintain alternative sources for raw materials, our business is subject to the risk of price increases and periodic delays in the delivery of certain raw materials and supplies. For example, recently we have been affected by the rising cost of steel and the rising cost of natural gas. We are generally unable to increase the price of our products to offset increases in the cost of supplies and raw materials, with the exception of changes in the price of aluminum which are generally passed through contractually to our customers. In addition, if any of our suppliers seek bankruptcy relief or otherwise cannot continue their business as anticipated, the availability or price of raw materials or supplies could be adversely affected. Failure by certain suppliers to continue to supply us with raw materials or supplies on commercially reasonable terms, or at all, could have a material adverse effect on our business.

Technological and regulatory changes — our products may be rendered obsolete or less attractive by changes in regulatory requirements or competitive technologies.

      Changes in legislative, regulatory or industry requirements or in competitive technologies may render certain of our products obsolete or less attractive. Our ability to anticipate changes in technology and regulatory standards and to successfully develop and introduce new and enhanced products on a timely basis will be a significant factor in our ability to remain competitive. There can be no assurance that we will be able to achieve the technological advances that may be necessary for us to remain competitive or that certain of our products will not become obsolete. We are also subject to the risks generally associated with new product introductions and applications, including lack of market acceptance, delays in product development and failure of products to operate properly.

International operations — our international operations subject us to risks not faced by domestic competitors, which include unfavorable political, regulatory, labor and tax conditions in other countries.

      Approximately 37% of our net sales in fiscal year 2002 were derived from sales in foreign markets. We expect sales from international markets to continue to represent a substantial portion of our net sales. Risks inherent in international operations include the following:

•  agreements may be difficult to enforce and receivables difficult to collect through a foreign country’s legal system;

•  foreign customers may have longer payment cycles;

•  foreign countries may impose additional withholding taxes or otherwise tax our foreign income, impose tariffs or adopt other restrictions on foreign trade or investment, including exchange controls;

•  United States export licenses may be difficult to obtain;

•  intellectual property rights may be more difficult to enforce in foreign countries;

•  political or economic conditions in the countries in which we operate could have an adverse effect on our earnings from operations in those countries;

•  unexpected adverse changes in foreign laws or regulatory requirements may occur;

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•  compliance with a variety of foreign laws and regulations may be difficult; and

•  differing foreign tax structures may subject us to additional taxes or affect our ability to repatriate cash from our foreign subsidiaries in a tax-efficient manner.

      Any of these factors could have a material adverse effect on our business, financial condition and results of operations.

Labor relations — a high percentage of our customers’ employees and certain of our employees are unionized or covered by collective bargaining agreements.

      Many employees of our major customers and certain of our employees are unionized. At January 31, 2003, approximately 5.8% of our employees in the United States were represented by the United Auto Workers or United Steel Workers. Collective bargaining agreements with these unions affecting these employees expire in 2003 and 2004. As is common in many European jurisdictions, substantially all of our employees in Europe are covered by country-wide collective bargaining agreements. Although we believe that our relations with our employees are satisfactory, a dispute between us and our employees, or between any of our major customers and that customer’s employees, could have a material adverse effect on us. Our three most significant OEM customers in the United States are expected to renegotiate certain of their three-year collective bargaining agreements in the United States in September 2003. A failure of these OEM customers to successfully renegotiate such agreements could result in a strike, work stoppage or slow down at the OEMs or other developments which could adversely affect our business.

Variable interest rates and foreign currency fluctuations — the exposure to variable interest rates and foreign currency fluctuations may affect our financial health.

      A portion of our debt, including our borrowings under the New Credit Facility, bears interest at variable rates. Any increase in the interest rates on our debt will reduce funds available to us for our operations and future business opportunities and will exacerbate the consequences of our leveraged capital structure. We intend to engage in interest rate hedging transactions to moderate the effect of interest rate fluctuations.

      Due to the increase in our operations outside the United States, we have experienced increased foreign currency exchange gains and losses in the ordinary course of our business. As a result, fluctuations in the exchange rate between the U.S. dollar, the euro and the currencies of other countries in which we conduct our business may have a material impact on our financial condition as cash flows generated in other currencies will be used, in part, to service our dollar-denominated debt. This could result in an increase in our overall leverage and could result in less cash flow available for debt repayment should the dollar appreciate significantly versus other currencies in which significant cash flows are generated.

      In addition, fluctuations in foreign currency exchange rates may affect the value of our foreign assets as reported in U.S. dollars, which in turn may adversely affect reported earnings and, accordingly, the comparability of period-to-period results of operations. Changes in currency exchange rates may affect the relative prices at which we and foreign competitors sell products in the same market. In addition, changes in the value of the relevant currencies may affect the cost of certain items required in our operations. Although we have historically engaged, and intend to engage in the future in foreign currency hedging transactions which moderate the overall effect of currency exchange rate fluctuations, we expect that these fluctuations will continue. There can be no assurance that we will be successful in our interest rate or currency hedging activities or that fluctuations in interest rates or exchange rates will not otherwise have a material adverse effect on our financial condition or results of operations, or cause significant fluctuations in quarterly and annual results of operations.

Environmental matters — we are subject to potential exposure to environmental liabilities.

      We are subject to various foreign, federal, state and local environmental laws, ordinances, and regulations, including those governing discharges into the air and water, the storage, handling and disposal

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of solid and hazardous wastes, the remediation of soil and groundwater contaminated by petroleum products or hazardous substances or wastes, and the health and safety of our employees. Under certain of these laws, ordinances or regulations, a current or previous owner or operator of property may be liable for the costs of removal or remediation of certain hazardous substances or petroleum products on, under, or in its property, without regard to whether the owner or operator knew of, or caused, the presence of the contaminants, and regardless of whether the practices that resulted in the contamination were legal at the time they occurred. The presence of, or failure to remediate properly, such substances may adversely affect the ability to sell or rent such property or to borrow using such property as collateral. Persons who generate, arrange for the disposal or treatment of, or dispose of hazardous substances may be liable for the costs of investigation, remediation or removal of these hazardous substances at or from the disposal or treatment facility, regardless of whether the facility is owned or operated by that person. Additionally, the owner of a site may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from a site. We believe that we are in material compliance with environmental laws, ordinances and regulations and do not anticipate any material adverse effect on our earnings or competitive position relating to environmental matters. It is possible, however, that future developments could lead to material costs of environmental compliance for us. The nature of our current and former operations and the history of industrial uses at some of our facilities expose us to the risk of liabilities or claims with respect to environmental and worker health and safety matters which could have a material adverse effect on our financial health. We are also required to obtain permits from governmental authorities for certain operations. We cannot assure you that we have been or will be at all times in complete compliance with such permits. If we violate or fail to comply with these permits, we could be fined or otherwise sanctioned by regulators. In some instances, such a fine or sanction could be material. In addition, some of our properties are subject to indemnification and/or cleanup obligations of third parties with respect to environmental matters. However, in the event of the insolvency or bankruptcy of such third parties, we could be required to bear the liabilities that would otherwise be the responsibility of such third parties.

Influence on Holdco’s board of directors by significant stockholders — Apollo Management V, L.P., Amalgamated Gadget, L.P. and our prepetition creditors hold a significant percentage of the New Common Stock and have selected certain of Holdco’s board members and influence certain aspects of our business operations.

      Under our Plan of Reorganization, upon our emergence from bankruptcy, holders of certain claims received distributions of shares of New Common Stock. Apollo Management V, L.P. (“Apollo”) is the manager of funds which, based on the most recent information made available to us, collectively received approximately 18.1% of the New Common Stock upon our emergence from bankruptcy. Additionally, based on the most recent information made available to us, Amalgamated Gadget, L.P. (“Amalgamated Gadget”), for and on behalf of a fund managed by Amalgamated Gadget, received approximately 9.5% of the New Common Stock upon our emergence from bankruptcy. Apollo and Amalgamated Gadget could acquire additional shares in the future. Other than Apollo and Amalgamated Gadget, we are not aware of any other person or entity that owns or controls 5% or more of the New Common Stock. If Apollo or Amalgamated Gadget were to acquire a controlling interest in Holdco in the future, the change-of-control provisions under the indenture governing the Notes would not be triggered and, accordingly, we would not be required to offer to purchase the Notes. Apollo and Amalgamated Gadget are in the business of making investments in, and acquiring, other companies, and may from time to time hold interests in companies that compete directly or indirectly with us.

      Additionally, the lenders under our Third Amended and Restated Credit Agreement, dated as of February 3, 1999 (the “Prepetition Credit Agreement”), collectively received approximately 53% of the New Common Stock, and the former holders of our 11.875% senior notes due 2006 (“Old Senior Notes”) collectively received an aggregate of approximately 45% of the New Common Stock (including the approximately 18.1% received by Apollo and the approximately 9.5% received by Amalgamated Gadget). If Apollo, Amalgamated Gadget and/or other holders of a significant number of shares of the New Common Stock were to act as a group, such holders could be in a position to control the outcome of

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actions requiring stockholder approval, such as an amendment to the certificate of incorporation of Holdco, the authorization of additional shares of capital stock, and any merger, consolidation, sale of all or substantially all of the assets of Holdco, and could prevent or cause a change of control of Holdco, all of which may adversely affect us.

      Moreover, each of Apollo, the administrative agent under the Prepetition Credit Agreement, the Ad Hoc Prepetition Lender Steering Committee and the former holders of Old Senior Notes have designated members of Holdco’s initial board of directors. Other than Mr. Clawson, all of Holdco’s initial board members were newly appointed members upon our emergence from bankruptcy. See “The Bankruptcy Case” section of this prospectus for a description of such designation rights.

Projections — our actual financial results may vary significantly from the projections filed with the bankruptcy court.

      In connection with the Plan of Reorganization, we were required to prepare projected financial information to demonstrate to the Bankruptcy Court the feasibility of the Plan of Reorganization and our ability to continue operations upon our emergence from bankruptcy. These projections were prepared solely for the purpose of the bankruptcy case and not for the purpose of the offering of the Notes and have not been, and will not be, updated on an ongoing basis. These projections were filed with the Bankruptcy Court on March 18, 2003, but are not included in this prospectus and should not be relied upon in connection with your consideration of the exchange offer. At the time they were prepared, the projections reflected numerous assumptions concerning our anticipated future performance and with respect to prevailing and anticipated market and economic conditions which were and remain beyond our control and which may not materialize. Projections are inherently subject to uncertainties and to a wide variety of significant business, economic and competitive risks. Actual results may vary significantly from those contemplated by the projections. As a result, we caution you not to rely upon the projections in deciding whether to tender your Old Notes in the exchange offer.

Lack of comparable financial data — since our financial statements will reflect fresh-start accounting adjustments made in connection with our emergence from bankruptcy, information reflecting our results of operations and financial condition will not be comparable to prior periods.

      In connection with our emergence from bankruptcy, we adopted fresh-start accounting. As a result, the book value of our long-lived assets and the related depreciation and amortization schedules, among other things, have changed. As a result, you will not be able to compare certain information reflecting our results of operations and financial condition to those for periods prior to emergence from bankruptcy.

Fresh-start accounting adjustments — our actual fresh-start accounting adjustments may vary significantly from the fresh-start accounting adjustments used to calculate the pro forma financial data that is included in this prospectus.

      Under fresh-start accounting, our confirmed enterprise value has been allocated to our assets based on their respective fair values in conformity with the purchase method of accounting for business combinations. Any portion not attributed to specific tangible or identified intangible assets is an indefinite-lived intangible asset referred to as “reorganization value in excess of value of identifiable assets” and reported as goodwill.

      We have obtained valuations of our tangible and intangible assets as of January 31, 2003 and our confirmed enterprise value has been allocated to specific assets in accordance with such valuations, as reflected in “Unaudited Pro Forma Consolidated Financial Information.” However, updates to such valuations are being completed as of the date we emerged from bankruptcy and, to the extent such updates reflect a valuation different than that as of January 31, 2003, we anticipate that there may be adjustments in the carrying values of certain assets as a result. To the extent actual valuations and allocations may differ from those used in calculating the unaudited pro forma consolidated financial data, these differences will be reflected on our balance sheet upon emergence under fresh-start accounting and

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may also affect the amount of depreciation and amortization expense we recognize on our income statement post-emergence.

Auditors’ opinion — our auditors’ report contains an explanatory paragraph stating that our filing for bankruptcy protection raises substantial doubt about our ability to continue as a going concern.

      The report of our independent auditors on our consolidated financial statements incorporated by reference in this prospectus at and for the year ended January 31, 2003 contains an explanatory paragraph stating that the filing for bankruptcy protection raises substantial doubt about our ability to continue as a going concern. Although we believe that the basis for the explanatory paragraph relating to our ability to continue as a going concern no longer exists now that our Plan of Reorganization has become effective, we cannot assure you that a similar explanatory paragraph will not be included in a future independent auditors’ report.

Risks Relating to the Notes

Our ability to generate sufficient cash to service our debt — we may not be able to generate sufficient cash to service all our debt, including the Notes, and may be forced to take other actions to satisfy our obligations under our debt, which may not be successful.

      Our ability to make scheduled payments or to refinance our debt obligations depends on our financial and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, any premium, and interest on our debt. See the “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” sections of the documents we incorporate by reference.

      If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or seek to restructure or refinance our indebtedness, including the Notes. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to sell material assets or operations to attempt to meet our debt service and other obligations. The New Credit Facility and the indenture governing the Notes restrict our ability to sell assets and use the proceeds from the sales. We may not be able to consummate those sales or to obtain the proceeds which we could realize from them and these proceeds may not be adequate to meet any debt service obligations then due. See “Description of Material Debt — New Credit Facility” and “Description of the New Notes.”

We are a holding company — HLI’s ability to repay its debt depends in large part upon the performance of its subsidiaries and their ability to make distributions to HLI.

      Substantially all of HLI’s operations are conducted by its subsidiaries and, therefore, HLI’s cash flow and its ability to service its debt, including its ability to pay the interest on and principal of the Notes when due, is dependent upon cash dividends and distributions or other transfers from such subsidiaries. Any payment of dividends, distributions, loans or advances to HLI could be subject to restrictions on dividends or repatriation of earnings under applicable local law and monetary transfer restrictions in the jurisdictions in which its subsidiaries operate. In addition, payments to HLI are contingent upon such subsidiaries’ earnings.

      HLI’s subsidiaries are separate and distinct legal entities and, except for its subsidiaries that are guarantors, have no obligation, contingent or otherwise, to pay amounts due under the Notes or to make any funds available to pay those amounts, whether by dividend, distribution, loan or other payments.

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Not all our subsidiaries are guarantors — claims of holders of the Notes will be effectively subordinated to claims of non-guarantor subsidiaries.

      Some, but not all, of Holdco’s subsidiaries guarantee the Notes. Holders of the Notes are creditors of HLI and the guarantors. In the case of subsidiaries that are not guarantors (including all of our foreign subsidiaries), all the existing and future liabilities of those subsidiaries, including any claims of trade creditors and preferred stockholders, are effectively senior to the Notes. Subject to limitations in the New Credit Facility and indenture governing the Notes, non-guarantor subsidiaries may borrow additional amounts in the future. In the event of a bankruptcy, liquidation or reorganization of any of the non-guarantor subsidiaries (other than HLI as the issuer of the Notes), holders of their debt and their trade and other creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us.

      As of April 30, 2003, on a pro forma basis after giving effect to the Transactions, the Notes would have been effectively subordinated to $400.8 million of balance sheet liabilities of these non-guarantor subsidiaries. On a pro forma basis, the non-guarantor subsidiaries generated $818.0 million of net sales and $65.5 million of operating income in the year ended January 31, 2003 and $229.2 million of net sales and $18.7 million of operating income in the quarter ended April 30, 2003 and held $1,265.4 million of total assets as of April 30, 2003. See “Description of the New Notes — Ranking” for a description of the effective subordination of the Notes to the liabilities of the non-guarantor subsidiaries.

Right to payments on the Notes — your right to receive payments on the Notes is effectively junior to those lenders who have a security interest in our assets.

      Our obligations under the Notes and our guarantors’ obligations under their guarantees of the Notes are unsecured, but our obligations under the New Credit Facility and each guarantor’s obligations under their respective guarantees of the New Credit Facility are secured by a security interest in substantially all Holdco’s domestic tangible and intangible assets (other than receivables that could be sold to receivables subsidiaries in connection with a receivables facility, or transferred to insurance subsidiaries) and a portion of the stock of our foreign subsidiaries. If we are declared bankrupt or insolvent, or if we default under the New Credit Facility, the lenders could declare all the funds borrowed thereunder, together with accrued interest, immediately due and payable. If we were unable to repay such debt, the lenders could foreclose on the pledged assets to the exclusion of holders of the Notes, even if an event of default exists under the indenture governing the Notes at such time. Furthermore, if the lenders foreclose and sell the pledged equity interests in any guarantor under the Notes, then that guarantor will be released from its guarantee of the Notes automatically and immediately upon such sale. In any such event, because the Notes are not secured by any of our assets or the equity interests in guarantors, it is possible that there would be no assets remaining from which your claims could be satisfied or, if any assets remained, they might be insufficient to satisfy your claims fully. Additionally, to the extent Holdco or its subsidiaries sell receivables pursuant to any receivables facility, payments made in respect of those receivables will not be available to make payments in respect of the Notes.

      As of April 30, 2003, on a pro forma consolidated basis after giving effect to the Transactions, HLI and the guarantors would have had approximately $480.0 million of senior secured debt (which does not include availability of up to $100.0 million under the revolving credit facility or intercompany debt). The indenture permits the incurrence of substantial additional debt by us and our restricted subsidiaries in the future, including secured indebtedness.

Change of control — we may be unable to repurchase the Notes upon a change of control.

      In the event of a change of control of Holdco, HLI Parent Company, Inc. or HLI, we must offer to purchase any outstanding Notes (including any additional Notes issued in the future) at a purchase price equal to 101% of the principal amount thereof, plus any accrued and unpaid interest, if any, to the date of purchase. See “Description of the New Notes — Repurchase at the Option of Holders Upon a Change of Control.” In the event that we were required to make an offer to purchase the Notes upon the occurrence

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of a change of control, there can be no assurance that we would have sufficient funds available to purchase any Notes tendered, and we would likely be required to refinance the Notes. There can be no assurance that we would be able to accomplish such refinancing or borrowing of sufficient funds to fund the required repurchase or, if such refinancing or borrowing were to occur, that it would be accomplished on commercially reasonable terms. In addition, the occurrence of a change of control would constitute an event of default under our New Credit Facility, and the lenders under the New Credit Facility could require repayment of all outstanding borrowings under the New Credit Facility prior to any payment to holders of the Notes. There can be no assurance that we would have sufficient assets to repay amounts under the New Credit Facility and make any change of control payment to the holders of the Notes.

Fraudulent conveyance considerations relating to subsidiary guarantees — the guarantees of the Notes granted by the domestic subsidiaries of Holdco could be challenged as a fraudulent transfer.

      The obligations of any of the domestic subsidiaries of Holdco guaranteeing the notes may be subject to review under applicable fraudulent conveyance statutes in the event of the bankruptcy or other financial difficulty of any such subsidiary. Under such laws, if a court in a lawsuit by an unpaid creditor or representative of creditors of any such person, such as a trustee in bankruptcy of any such person as debtor-in-possession, were to find that at the time such person incurred its obligations under its guarantee or pledged its assets, it: (i) received less than fair consideration or reasonably equivalent value therefor; and (ii) either, (a) was insolvent, (b) was rendered insolvent by such guarantee or pledge, (c) was engaged in a business or transaction for which its remaining unencumbered assets constituted unreasonably small capital, or (d) intended to incur or believed that it would incur debts beyond its ability to pay such debts as they matured, such court could void such obligations under its guarantee and direct the return of any amounts paid with respect thereto. Moreover, regardless of the factors identified in the foregoing clauses (i) and (ii), a court could take such action if it found that the guarantee was entered into or the security interest granted with actual intent to hinder, delay or defraud creditors. The measure of insolvency for purposes of the foregoing will vary depending on the law of the jurisdiction being applied. Generally, however, an entity would be considered insolvent if the sum of its debts (including contingent or unliquidated debts) is greater than all of its property at a fair valuation or if the present fair salable value of its assets is less than the amount that would be required to pay its probable liability on its existing debts as they become absolute and matured.

Lack of a public market for the Notes — we cannot be sure that an active trading market will develop for these Notes.

      There has not been an established trading market for the Notes. Although the initial purchasers of the Old Notes have informed us that they currently intend to make a market in the Old Notes and, if issued, the New Notes, they have no obligation to do so and may discontinue making a market at any time without notice.

      The Old Notes are designated as eligible for trading in the PORTAL^SM market, and we have applied to have the New Notes designated as eligible for trading in the PORTAL^SM market. However, we do not intend to apply for listing of the Notes on any securities exchange or for quotation through any quotation system.

      The liquidity of any market for the Notes will depend upon a variety of factors, including the number of holders of the Notes, our performance, the market for similar securities, and the interest of securities dealers in making a market in the Notes. A liquid trading market may not develop for the Notes. In addition, to the extent Old Notes are tendered and accepted in the exchange offer, the trading market, if any, for the Old Notes would be adversely affected due to a reduction in market liquidity.

      Historically, the market for noninvestment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the Notes. The market, if any, for the Notes may experience similar disruptions and any such disruptions may adversely affect the prices at which you may sell your Notes.

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THE EXCHANGE OFFER

Terms of the Exchange Offer; Period for Tendering Old Notes

      On June 3, 2003, we issued an aggregate principal amount of $250,000,000 of Old Notes in an offering under Rule 144A and Regulation S of the Securities Act that was not registered under the Securities Act. We sold the Old Notes to Citigroup Global Markets Inc. and Lehman Brothers Inc. (the “Initial Purchasers”) under a Purchase Agreement, dated May 22, 2003, among HLI, the guarantors party thereto and the Initial Purchasers. When we sold the Old Notes to the Initial Purchasers, we also entered into a registration rights agreement with the Initial Purchasers in which we agreed to exchange all the issued and outstanding Old Notes for a like principal amount of New Notes. The form and terms of the New Notes are identical to those of the Old Notes except that the issuance of the New Notes has been registered under the Securities Act and the transfer restrictions, registration rights and certain special interest provisions relating to the Old Notes do not apply to the New Notes.

      This prospectus and the enclosed letter of transmittal constitute an offer to exchange New Notes for all the issued and outstanding Old Notes. This exchange offer is being extended to all holders of the Old Notes. As of the date of this prospectus, $250,000,000 aggregate principal amount of the Old Notes are outstanding. This prospectus and the letter of transmittal are first being sent on or about                     , 2003 to all holders of Old Notes known to us. Subject to the terms and conditions set forth in this prospectus and the enclosed letter of transmittal, we will accept for exchange all Old Notes which are properly tendered on or prior to the Expiration Date and not withdrawn as permitted below. See “— Conditions to the Exchange Offer.” As used in this prospectus, the term “Expiration Date” means 5:00 p.m., New York City time, on                     , 2003. However, if we, in our sole discretion, extend the period of time during which the exchange offer is open, the term “Expiration Date” will mean the latest time and date to which we extend the exchange offer.

      We expressly reserve the right, at any time and from time to time, in our sole discretion, to extend the period of time during which the exchange offer is open, and thereby delay acceptance for exchange of any Old Notes. The exchange offer, however, will be in effect no longer than 45 days from the date of this prospectus. If we elect to extend the period of time during which the exchange offer is open, we will give you oral or written notice of the extension and delay, as described below. During any extension of the exchange offer, all Old Notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. We will return to you, at our expense, any Old Notes not accepted for exchange as promptly as practicable after the expiration or termination of the exchange offer. In the case of an extension, we will issue a press release or other public announcement no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.

      We expressly reserve the right to amend or terminate the exchange offer, and not accept for exchange any Old Notes that were not previously accepted for exchange if any of the conditions described below under the caption “— Conditions to the Exchange Offer” are not satisfied. We will give you oral or written notice of any amendment, termination or non-acceptance as promptly as practicable.

      Following completion of the exchange offer, we may, in our sole discretion, commence one or more additional exchange offers to those holders of Old Notes who do not exchange their Old Notes for New Notes in this exchange offer. The terms of these additional exchange offers may differ from those applicable to this exchange offer. We may use this prospectus, as amended or supplemented from time to time, in connection with any additional exchange offers. These additional exchange offers may take place from time to time until all outstanding Old Notes have been exchanged for New Notes, subject to the terms and conditions contained in the prospectus and the letter of transmittal we will distribute in connection with these additional exchange offers.

Procedures for Tendering Old Notes

      Old Notes tendered in the exchange offer must be in denominations of principal amount of $1,000 and any integral multiple thereof.

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      When you tender your Old Notes, and we accept your Old Notes, this will constitute a binding agreement between us and you, subject to the terms and conditions set forth in this prospectus and the enclosed letter of transmittal. Unless you comply with the procedures described below under the caption “— Guaranteed Delivery Procedures,” you must do one of the following on or prior to the Expiration Date to participate in the exchange offer:

•  tender your Old Notes by sending certificates representing your Old Notes and a properly completed and duly executed letter of transmittal, with any required signature guarantees, and all other documents required by the letter of transmittal, to U.S. Bank National Association, as Exchange Agent, at one of the addresses listed below under the caption “— Exchange Agent”; or

•  tender your Old Notes by using the book-entry procedures described below, and sending a properly completed and duly executed letter of transmittal, with any required signature guarantees, and all other documents required by the letter of transmittal or by transmitting an agent’s message to the Exchange Agent instead of the letter of transmittal.

The term “agent’s message” means a message, transmitted to The Depository Trust Company (“DTC”) and received by the Exchange Agent and forming a part of the book-entry transfer, which states that DTC has received an express acknowledgment from you that you have received and have agreed to be bound by the letter of transmittal. If you use this procedure, we may enforce the letter of transmittal against you.

      The method of delivery of certificates for Old Notes, letters of transmittal, agent’s messages and all other required documents is at your election. If you deliver your Old Notes by mail, we recommend registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timely receipt by the Exchange Agent prior to the Expiration Date. Do not send certificates for Old Notes, letters of transmittal or agent’s messages directly to us.

      If you are a beneficial owner whose Old Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender, you should promptly instruct the registered owner to tender on your behalf.

      Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless you are either (1) a holder of Old Notes and have not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal or (2) you are exchanging Old Notes for the account of an Eligible Guarantor Institution. An “Eligible Guarantor Institution” means any of the following that is a participant in the Securities Transfer Agents Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange Medallion Program:

•  Banks (as defined in Section 3(a) of the Federal Deposit Insurance Act);

•  Brokers, dealers, municipal securities dealers, municipal securities brokers, government securities dealers and government securities brokers (as defined in the Exchange Act);

•  Credit unions (as defined in Section 19B(1)(A) of the Federal Reserve Act);

•  National securities exchanges, registered securities associations and clearing agencies (as these terms are defined in the Exchange Act); and

•  Savings associations (as defined in Section 3(b) of the Federal Deposit Insurance Act).

If signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, the guarantor must be an Eligible Guarantor Institution. If you plan to sign the letter of transmittal but the Old Notes are not registered in your name, you must have the Old Notes endorsed by the registered holder of the Old Notes and that signature must be guaranteed by an Eligible Guarantor Institution. You may also send a separate instrument of transfer or exchange signed by the registered holder of the Old Notes and guaranteed by an Eligible Guarantor Institution, but that instrument must be satisfactory to us in our sole discretion.

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      All questions as to the validity, form, eligibility (including time of receipt) and acceptance of Old Notes tendered for exchange will be determined by us in our sole discretion. Our determination will be final and binding on all parties. We reserve the absolute right to reject any and all tenders of Old Notes improperly tendered or to not accept any Old Notes, the acceptance of which might be unlawful as determined by us or our counsel. We also reserve the absolute right to waive any defects or irregularities or conditions of the exchange offer as to any Old Notes either before or after the Expiration Date (including the right to waive the ineligibility of any holder who seeks to tender Old Notes in the exchange offer). Our interpretation of the terms and conditions of the exchange offer as to any particular Old Notes either before or after the Expiration Date (including the terms and conditions of the letter of transmittal and the accompanying instructions) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Old Notes for exchange must be cured within a reasonable period of time, as determined by us. Neither we, the Exchange Agent nor any other person has any duty to give notification of any defect or irregularity with respect to any tender of Old Notes for exchange, nor will we have any liability for failure to give such notification.

      If a person or persons other than the registered holder or holders of Old Notes signs the letter of transmittal, certificates for the Old Notes must be endorsed or accompanied by appropriate powers of attorney, in either case signed exactly as the name or names of the registered holder or holders that appear on the certificates for Old Notes.

      If you are a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or act in a similar fiduciary or representative capacity, and wish to sign the letter of transmittal or any certificates for Old Notes or powers of attorney, you must indicate your status when signing. If you are acting in any of these capacities, you must submit proper evidence satisfactory to us of your authority to so act unless we waive this requirement.

      By tendering your Old Notes, you represent to us, among other things:

•  that any New Notes received in exchange for your Old Notes in the exchange offer are being acquired by you or any other person receiving such New Notes in the ordinary course of your or such other person’s business;

•  that at the time of the commencement of the exchange offer, you do not, or any other person who will receive New Notes in exchange for your Old Notes does not, have any arrangement or understanding with any person to participate in the “distribution” (as defined in the Securities Act) of the New Notes in violation of the Securities Act;

•  that you are not holding Old Notes that have, or are reasonably likely to have, the status of an unsold allotment;

•  that you are not, or such other person receiving New Notes in exchange for your Old Notes is not, an “affiliate” (as defined in Rule 405 under the Securities Act) of HLI, or if you are, or such other person is, an affiliate of HLI, you or such other person will comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction;

•  if you are not, or such other person receiving New Notes in exchange for your Old Notes is not, a broker-dealer, that you are not, or such other person is not, engaged in, and you do not, or such other person does not, intend to engage in, the distribution of the New Notes; and

•  if you are a participating broker-dealer, that you will receive the New Notes for your own account in exchange for Old Notes that were acquired by you as a result of your market-making or other trading activities and that you will deliver a prospectus in connection with any resale of the New Notes you receive in the exchange offer. See “Plan of Distribution.” The SEC has taken the position that participating broker-dealers may fulfill their prospectus delivery requirements with respect to resales of the New Notes (other than a resale of an unsold allotment from the original sale of the Old Notes) by delivering this prospectus to prospective purchasers.

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Acceptance of Old Notes for Exchange; Delivery of New Notes

      Upon satisfaction or waiver of all of the conditions to the exchange offer, we will accept, promptly after the Expiration Date, all Old Notes properly tendered and will issue the New Notes promptly after acceptance of the Old Notes. See “— Conditions to the Exchange Offer.” For purposes of the exchange offer, we will be deemed to have accepted properly tendered Old Notes for exchange when, as and if we have given oral or written notice of acceptance to the Exchange Agent, with written confirmation of any oral notice to be given promptly thereafter.

      In all cases, the issuance of New Notes in exchange for Old Notes will be made only after the Exchange Agent timely receives either certificates for the Old Notes or book-entry transfer of the Old Notes into the Exchange Agent’s account at DTC, a properly completed and duly executed letter of transmittal, with any required signature guarantees, and all other documents required by the letter of transmittal or, in the case of a book-entry transfer, a properly completed and duly executed letter of transmittal, with any required signature guarantees, and all other documents required by the letter of transmittal or an agent’s message instead of the letter of transmittal. If for any reason we do not accept any tendered Old Notes or if Old Notes are submitted for a greater principal amount than the holder desires to exchange, we will return the unaccepted or non-exchanged Old Notes without expense to the registered tendering holder. In the case of Old Notes tendered by book-entry transfer into the Exchange Agent’s account at DTC by using the book-entry procedures described below, the unaccepted or non-exchanged Old Notes will be credited to an account maintained with DTC. Any Old Notes to be returned to the holder will be returned as promptly as practicable after the expiration or termination of the exchange offer.

      For each Old Note accepted for exchange in the exchange offer, the holder of the Old Note will receive a New Note having a principal amount at maturity equal to that of the surrendered Old Note. Interest on the New Note will accrue (1) from the later of (a) the last interest payment date on which interest was paid on the Old Note surrendered in exchange for the New Note or (b) if the Old Note is surrendered for exchange on a date in a period which includes the record date for an interest payment date to occur on or after the date of the exchange and as to which interest will be paid, the date of the interest payment or (2) if no interest has been paid on the Old Note, from June 3, 2003. If (a) on or prior to August 3, 2003, neither this registration statement nor a shelf registration statement with respect to the Old Notes had been filed with the SEC, (b) on or prior to October 31, 2003, neither this registration statement nor such a shelf registration statement had been declared effective, (c) on or prior to November 30, 2003, this exchange offer has not been consummated and a shelf registration statement with respect to the Old Notes has not been declared effective, or (d) after either this registration statement or the shelf registration statement has been declared effective, such registration statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with resales of Old Notes or New Notes in accordance with and during the periods specified in the registration rights agreement (each such event referred to in clauses (a) through (d), a “Registration Default”), interest (“Special Interest”) will accrue on the principal amount of the affected Old Notes and New Notes (in addition to the stated interest on the Old Notes) from and including the date on which any Registration Default occurs, but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of such Registration Default and will increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event will such rate exceed 1.00% per annum. Payments of interest, if any, on Old Notes that were exchanged for New Notes will be made to the person who, at the close of business on the June 15th or December 15th next preceding the interest payment date, is the registered holder of the Old Notes if the record date occurs prior to the exchange, or is the registered holder of the New Notes if the record date occurs on or after the date of the exchange, even if the New Notes are cancelled after the record date and on or before the interest payment date.

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Book-Entry Transfer

      Within two business days after the date of this prospectus, the Exchange Agent will establish an account at DTC for the Old Notes tendered in the exchange offer. Once established, any financial institution that is a participant in DTC’s systems may make book-entry delivery of Old Notes by causing DTC to transfer the Old Notes into the Exchange Agent’s account at DTC in accordance with DTC’s procedures for transfer. Although delivery of Old Notes may be effected through book-entry transfer at DTC, a properly completed and duly executed letter of transmittal or facsimile of the letter of transmittal, with any required signature guarantees, or an agent’s message instead of a letter of transmittal, and any other required documents, must be transmitted to and received by the Exchange Agent on or prior to the Expiration Date at one of the addresses listed below under the caption “— Exchange Agent.” If you cannot comply with these procedures, you may be able to use the guaranteed delivery procedures described below.

Guaranteed Delivery Procedures

      If you are a registered holder of the Old Notes and desire to tender your Old Notes, but (1) the certificates for Old Notes are not immediately available, (2) time will not permit your certificates for Old Notes or other required documents to reach the Exchange Agent before the Expiration Date, or (3) the procedure for book-entry transfer cannot be completed on a timely basis, you may effect a tender if:

•  the tender is made through an Eligible Guarantor Institution;

•  prior to the Expiration Date, the Exchange Agent receives from such Eligible Guarantor Institution a properly completed and duly executed letter of transmittal or a facsimile of the letter of transmittal, with any required signature guarantees, and a notice of guaranteed delivery, substantially in the form we have provided, setting forth your name and address and the amount of Old Notes you are tendering, stating that the tender is being made by notice of guaranteed delivery. These documents may be sent by overnight courier, registered or certified mail, facsimile transmission or hand delivery to the addresses set forth below under “— Exchange Agent”. If you elect to use this procedure, you must guarantee that within three NYSE trading days after the date of execution of the notice of guaranteed delivery, the certificates for all tendered Old Notes, in proper form for transfer, or a book-entry transfer, as the case may be, and any other documents required by the letter of transmittal, will be received by the Exchange Agent from such Eligible Guarantor Institution; and

•  the Exchange Agent receives the certificates for all tendered Old Notes, in proper form for transfer, or a book-entry transfer, as the case may be, and all other documents required by the letter of transmittal, within three NYSE trading days after the date of execution of the notice of guaranteed delivery.

Withdrawal Rights

      You may withdraw tenders of Old Notes at any time prior to the Expiration Date.

      For a withdrawal to be effective, a written notice of withdrawal must be received by the Exchange Agent prior to the Expiration Date at one of the addresses listed below under the caption “— Exchange Agent.” Any notice of withdrawal must specify the name of the person who tendered the Old Notes to be withdrawn, identify the Old Notes to be withdrawn (including the principal amount of the Old Notes), and (where certificates for Old Notes have been transmitted) specify the name in which the Old Notes are registered, if different from that of the withdrawing holder. If certificates for Old Notes have been delivered or otherwise identified to the Exchange Agent, then, prior to the release of the certificates, the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn. The signatures on a notice of withdrawal must be guaranteed by an Eligible Guarantor Institution unless the holder is an Eligible Guarantor Institution. If Old Notes have been tendered using the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the

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account at DTC to be credited with the withdrawn Old Notes and otherwise comply with the procedures of this facility. All questions as to the validity, form and eligibility (including time of receipt) of notices of withdrawal will be determined by us. Our determination will be final and binding on all parties. Any Old Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any Old Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the registered holder without cost to that holder as soon as practicable after withdrawal, non-acceptance of tender or termination of the exchange offer. In the case of Old Notes tendered by book-entry transfer into the Exchange Agent’s account at DTC by using the book-entry transfer procedures described above, the Old Notes will be credited to an account maintained with DTC for the Old Notes. Properly withdrawn Old Notes may be retendered at any time prior to the Expiration Date by following one of the procedures described above under “— Procedures for Tendering Old Notes.”

Conditions to the Exchange Offer

      Notwithstanding any other provision of this exchange offer, we will not be required to accept any Old Notes for exchange or to issue any New Notes in exchange for Old Notes, and we may terminate or amend the exchange offer, if at any time before the acceptance of the Old Notes for exchange or the exchange of New Notes for Old Notes:

•  the exchange offer violates any applicable law or any applicable interpretation of the staff of the SEC;

•  an action or proceeding is pending or threatened in any court or by any governmental regulatory or administrative agency or commission (1) seeking to restrain or prohibit the making or consummation of the exchange offer or any other transaction contemplated by the exchange offer, or assessing or seeking any damages as a result thereof, or (2) resulting in a material delay in our ability to accept for exchange or exchange some or all of the Old Notes pursuant to the exchange offer;

•  any statute, rule, regulation, order or injunction has been sought, proposed, introduced, enacted, promulgated or deemed applicable to the exchange offer or any of the transactions contemplated by the exchange offer by any government or governmental authority, domestic or foreign, or any action has been taken, proposed or threatened, by any government, governmental authority, agency or court, domestic or foreign, that in our sole judgment might, directly or indirectly, result in any of the foregoing consequences or, in our sole judgment, might result in the holders of New Notes having obligations with respect to resales and transfers of New Notes which would make it inadvisable to proceed with the exchange offer;

•  any stop order shall be threatened or in effect with respect to the registration statement of which this prospectus forms a part or the qualification of the indenture governing the Notes under the Trust Indenture Act of 1939, as amended (the “TIA”);

•  there shall occur a change in the current interpretation by the staff of the SEC which permits the New Notes issued in the exchange offer in exchange for Old Notes to be offered for resale, resold and otherwise transferred by such holders, other than broker-dealers and any such holder which is an “affiliate” of HLI within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that New Notes acquired in the exchange offer are acquired in the ordinary course of such holder’s business and such holder has no arrangement or understanding with any person to participate in the distribution of New Notes issued in the exchange offer;

•  there shall occur a general suspension of or general limitation on prices for, or trading in, securities on any national securities exchange or in the over-the-counter market;

•  any government agency creates limits which may adversely affect our ability to complete the transactions contemplated by the exchange offer;

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•  a declaration of a banking moratorium has occurred or any suspension of payments in respect of banks in the United States or any limitation by any governmental agency or authority which adversely affects the extension of credit;

•  there shall occur a commencement of a war, armed hostilities or other similar international calamity directly or indirectly involving the United States, or, in the case of any of the foregoing existing at the time of the commencement of the exchange offer, a material acceleration or worsening thereof;

•  any change (or any development involving a prospective change) has occurred or is threatened in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of Holdco and its subsidiaries taken as a whole that, in our reasonable judgment, is or may be adverse to us, or we have become aware of facts that, in our reasonable judgment, have or may have adverse significance with respect to the value of the Old Notes or the New Notes;

•  any material adverse development occurs in any existing legal action or proceeding involving us; or

•  we do not receive any governmental approval we deem necessary for the completion of the exchange offer.

      These conditions are for our benefit only and we may assert them regardless of the circumstances giving rise to any condition. We may also waive any condition in whole or in part at any time in our sole discretion. Our failure at any time to exercise any of the foregoing rights will not constitute a waiver of that right and each right is an ongoing right that we may assert at any time.

Exchange Agent

      We have appointed U.S. Bank National Association as the Exchange Agent for the exchange offer. All completed letters of transmittal and all other required documents should be directed to the Exchange Agent at one of the addresses listed below and all agent’s messages should be directed to the Exchange Agent at its DTC account. Questions and requests for assistance, requests for additional copies of this prospectus or the letter of transmittal and requests for notices of guaranteed delivery should be directed to the Exchange Agent at one of the following addresses:

Delivery To: U.S. Bank National Association, Exchange Agent

By Overnight Courier, Hand, Registered or Certified Mail:

U.S. Bank Trust Center

Attn: Specialized Finance Group

180 E. Fifth Street, 4th Floor

St. Paul, MN 55101

By Facsimile:

(Eligible Guarantor Institutions Only)

(651) 244-1537

To Confirm by Telephone or for Information Call:

1-800-934-6802

      Delivery of a letter of transmittal to an address other than the address listed above, transmission of instructions by facsimile other than as set forth above or transmission of an agent’s message other than to the Exchange Agent at its DTC account is not valid delivery of the letter of transmittal or agent’s message.

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Fees and Expenses

      The principal solicitation is being made by mail by the Exchange Agent. Additional solicitation may be made by telephone, facsimile or in person by our officers and regular employees and by persons so engaged by the Exchange Agent.

      We will pay the Exchange Agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection therewith and pay other registration expenses, including fees and expenses of the trustee under the Indenture, filing fees, blue sky fees and printing and distribution expenses. We will not make any payment to brokers, dealers or others soliciting acceptances of the exchange offer.

Accounting Treatment

      We will record the New Notes at the same carrying value as the Old Notes, as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes. The expenses of the exchange offer will be amortized over the term of the New Notes.

Transfer Taxes

      You will not be obligated to pay any transfer taxes in connection with the tender of Old Notes in the exchange offer unless you instruct us to register New Notes in the name of, or request that Old Notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder. In those cases, you will be responsible for the payment of any applicable transfer tax.

Consequences of Exchanging or Failing to Exchange Old Notes

      If you do not exchange your Old Notes for New Notes in the exchange offer, your Old Notes will continue to be subject to the restrictions on transfer of the Old Notes described in the legend on your certificates. These transfer restrictions are required because the Old Notes were issued in transactions exempt from the registration requirements of the Securities Act and applicable state securities laws. In general, the Old Notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not plan to register the Old Notes under the Securities Act. See “Registration Rights.” Based on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties, we believe that the New Notes you receive in the exchange offer may be offered for resale, resold or otherwise transferred without compliance with the registration and prospectus delivery provisions of the Securities Act. However, you will not be able to freely transfer the New Notes if (1) you are, or any other person receiving New Notes in exchange for your Old Notes is, an “affiliate” (as defined in Rule 405 under the Securities Act) of HLI, (2) you are not, or any other person receiving New Notes in exchange for your Old Notes is not, acquiring the New Notes in the exchange offer in the ordinary course of your or such other person’s business or (3) you are, or such other person receiving New Notes in exchange for your Old Notes is, participating, intend to participate or have an arrangement or understanding with any person to participate in the distribution of the New Notes you or such other person will receive in the exchange offer. We do not intend to request the SEC to consider, and the SEC has not considered, the exchange offer in the context of a similar no-action letter. As a result, we cannot guarantee that the staff of the SEC would make a similar determination with respect to the exchange offer as in the circumstances described in the no-action letters discussed above. Each holder, other than a broker-dealer, must acknowledge that it is not engaged in, and does not intend to engage in, a distribution of New Notes and has no arrangement or understanding to participate in a distribution of New Notes. If you are, or any other person receiving New Notes in exchange for your Old Notes is, an affiliate of HLI, are engaged in or intend to engage in a distribution of the New Notes or have any arrangement or understanding with respect to the distribution of the New Notes you or such other person will receive in the exchange offer, you or such other person (1) may not rely on the applicable interpretations of the staff of the SEC and

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(2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction involving the New Notes. If you are a broker-dealer, you receive New Notes for your own account and you acquired the Old Notes as a result of your market-making activities or other trading activities, you must acknowledge that you will deliver a prospectus in connection with any resale of the New Notes. See “Plan of Distribution.” In addition, to comply with state securities laws, you may not offer or sell the New Notes in any state unless they have been registered or qualified for sale in that state or an exemption from registration or qualification is available and is complied with. The offer and sale of the New Notes to “qualified institutional buyers” (as defined in Rule 144A of the Securities Act) is generally exempt from registration or qualification under state securities laws. We do not plan to register or qualify the sale of the New Notes in any state where an exemption from registration or qualification is required and not available.

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USE OF PROCEEDS

      The exchange offer is intended to satisfy certain agreements under the registration rights agreement we entered into with the Initial Purchasers of the Old Notes. We will not, however, receive any proceeds from the issuance of the New Notes in the exchange offer. In consideration for issuing the New Notes in the exchange offer, we will receive the Old Notes in like principal amount, the form and terms of which are substantially the same as the form and terms of the New Notes (which replace the Old Notes and which represent the same indebtedness). The Old Notes surrendered in exchange for the New Notes will be retired and canceled and cannot be reissued. Accordingly, the issuance of the New Notes will not result in any increase or decrease in our indebtedness.

      The net proceeds of the issuance and sale of the Old Notes were approximately $242.8 million, after deducting fees, discounts and expenses. Such net proceeds, together with net proceeds from the initial $450.0 million of borrowings under the New Credit Facility and a portion of our cash on hand, were used in connection with our emergence from bankruptcy to, among other things:

•  repay borrowings and letters of credit outstanding under our revolving debtor-in-possession credit facility (the “DIP Facility”);

•  repay certain foreign debt obligations;

•  repay certain synthetic leases;

•  fund a cash payment to the lenders under the Prepetition Credit Agreement;

•  fund a cash payment to the holders of our June 2001 senior notes;

•  fund payment of administrative and priority expenses;

•  pay fees and expenses of the offering of the Old Notes; and

•  pay fees and expenses of the New Credit Facility.

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CAPITALIZATION

      The following table sets forth the capitalization of Holdco: (a) as of April 30, 2003 on an actual basis for Hayes; and (b) as adjusted to give effect to the Transactions as if they had occurred on April 30, 2003.

      This table should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the documents we incorporate by reference, our consolidated financial statements and the notes thereto included in the documents we incorporate by reference, and the “Unaudited Pro Forma Financial Information” included elsewhere in this prospectus.

				As of April 30, 2003
				Actual			As Adjusted
				(unaudited)
				(millions)
Total cash and cash equivalents				$	69.8		$	85.3
Debt
	DIP Facility(1)			$	61.4		$	—
	Prepetition Credit Agreement(2)(3)				750.6			—
	Old Senior Notes(2)(4)				300.0			—
	Old Subordinated Notes(2)(5)				852.8			—
	Debt of foreign subsidiaries(6)				103.5			20.0
	New revolving credit facility(7)				—			—
	New term loan facility				—			450.0
	Old Notes				—			250.0
			Total debt, before capital leases		2,068.3			720.0
	Capitalized synthetic leases(8)				—			30.0
	Capital leases				10.7			10.7
			Total debt(9)		2,079.0			760.7
Old stockholders’ deficit					(1,085.0	)		—
New Common Stock					—			0.3
New additional paid-in capital					—			544.1
		Total stockholders’ equity (deficit)			(1,085.0	)		544.4
		Total capitalization(10)		$	994.0		$	1,305.1

(1)	The DIP Facility was fully repaid and cancelled upon our emergence from bankruptcy.
(2)	The amounts included above for the Prepetition Credit Agreement, the Old Senior Notes and the Old Subordinated Notes exclude any unpaid accrued interest expense.
(3)	All amounts outstanding under the Prepetition Credit Agreement were satisfied in exchange for: (i) a cash payment of $477.3 million; (ii) 15,930,000 shares of New Common Stock (53.1% of the outstanding New Common Stock immediately following effectiveness of the Plan of Reorganization); and (iii) 53,100 shares of New Preferred Stock (53.1% of the outstanding New Preferred Stock immediately following effectiveness of the Plan of Reorganization).
(4)	All amounts outstanding under the Old Senior Notes were satisfied in exchange for: (i) a cash payment of approximately $13.0 million; (ii) 13,470,000 shares of New Common Stock (44.9% of the outstanding New Common Stock immediately following effectiveness of the Plan of Reorganization); (iii) 44,900 shares of New Preferred Stock (44.9% of the outstanding New Preferred Stock immediately following effectiveness of the Plan of Reorganization); and (iv) a portion of the distributions from the trust established under the Plan of Reorganization for the benefit of the prepetition creditors (the “Creditors’ Trust”).

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(5)	All amounts outstanding under the Old Subordinated Notes were satisfied in exchange for a distribution of Series A Warrants.
(6)	We expect to repay all but approximately $20.0 million of the outstanding amounts under our foreign debt facilities with cash on hand and the proceeds of the offering of the Old Notes and the New Credit Facility.
(7)	The New Credit Facility includes a revolving credit facility of up to $100.0 million. Following our emergence, we expect to use cash on hand and proceeds of borrowings under the revolving credit facility to fund approximately $26.4 million of additional payments contemplated by the Plan of Reorganization, including payments under the restructuring performance bonus component of our Critical Employee Retention Program (“CERP”), payments of contingent professional fees, cure payments for assumed contracts and other priority and administrative claims. See note (9) to the Unaudited Pro Forma Consolidated Balance Sheet in the “Unaudited Pro Forma Consolidated Financial Information” section of this prospectus.
(8)	Of the $54.0 million in fair value of assets covered by certain synthetic leases as of April 30, 2003, we paid $24.0 million for certain of those assets upon our emergence from bankruptcy with cash on hand and a portion of the proceeds of the offering of the Old Notes and the New Credit Facility. The remaining $30.0 million in fair value of those assets was refinanced upon our emergence from bankruptcy as either capitalized lease obligations or secured notes payable in an aggregate principal amount of $30.0 million.
(9)	As of April 30, 2003, on a pro forma basis, total debt of $760.7 million, net of cash and cash equivalents of $85.3 million, would have been $675.4 million.

(10)  The pro forma capitalization excludes: (i) the New Preferred Stock, with an estimated fair value of $10.0 million, issued to certain holders of the New Common Stock of Holdco, which represents redeemable preferred stock of a subsidiary; and (ii) the Series A Warrants and the Series B Warrants, with an estimated aggregate value of $9.9 million, which will be reflected as a liability in the consolidated financial statements of Holdco and its consolidated subsidiaries.

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

      The following unaudited pro forma consolidated financial information at April 30, 2003 and for the year ended January 31, 2003 and the three months ended April 30, 2003 (the “Pro Forma Financial Information”) gives effect to the Transactions, including the effectiveness of the Plan of Reorganization. The Pro Forma Financial Information should be read in conjunction with our consolidated financial statements, the notes thereto and other financial information incorporated by reference in this prospectus, including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the documents we incorporate by reference. The Pro Forma Financial Information does not purport to be indicative of our future operating results.

      Pursuant to American Institute of Certified Public Accountants (“AICPA”) Statement of Position 90-7 “Financial Reporting by Entities in Reorganization under the Bankruptcy Code,” (“SOP 90-7”), the accounting for the effects of the reorganization will occur once a plan of reorganization is confirmed by the Bankruptcy Court and there are no remaining contingencies material to completing the implementation of the plan. The fresh start accounting principles pursuant to SOP 90-7 provide, among other things, for us to determine the value to be assigned to the equity of the reorganized Company as of a date selected for financial reporting purposes. We have adopted fresh-start accounting as of May 31, 2003. The Plan of Reorganization was confirmed by the Bankruptcy Court on May 12, 2003, with a confirmed total enterprise value of $1,250.0 million and a total value for common equity of $544.4 million, and the Plan of Reorganization became effective on June 3, 2003 (the “Effective Date”).

      Under fresh-start accounting, our reorganization value will be allocated to our assets based on their respective fair values in conformity with the purchase method of accounting for business combinations; any portion not attributed to specific tangible or identified intangible assets will be treated as an indefinite-lived intangible asset referred to as “reorganization value in excess of value of identifiable assets” and reported as goodwill. The valuations required to determine the fair value of our assets used herein reflect the preliminary results of the valuation procedures performed by our valuation specialist. Accordingly, the adjustments reflected in the Pro Forma Financial Information below are preliminary and subject to further revisions and adjustments, pending an update based on the actual amounts and applicable economic conditions as of the date of emergence. Our actual fresh-start accounting adjustments may vary significantly from the fresh-start accounting adjustments used to calculate the Pro Forma Financial Information that is set forth below, including the ongoing amounts of depreciation and amortization expense.

      The unaudited pro forma consolidated balance sheet gives effect to the Transactions as if they had occurred on April 30, 2003. The unaudited pro forma consolidated statements of operations give effect to the Transactions as if they had occurred on the first day of each period presented. The historical amounts included in the Pro Forma Financial Information were taken from our audited and unaudited consolidated financial statements incorporated by reference in this prospectus. The Pro Forma Financial Information is for informational purposes only and is not intended to represent or be indicative of the consolidated results of operations or financial position that we would have reported had the Transactions been completed as of the dates presented, and should not be taken as representative of our future consolidated results of operations or financial position.

      The unaudited pro forma consolidated statements of operations do not reflect the following material non-recurring charges or credits (and related tax effects), which result directly from the Company’s emergence under the Plan of Reorganization. These items will be recorded in our consolidated financial statements as follows:

      (i) a post-emergence non-cash charge of approximately $5.2 million for the manufacturing profit added to inventory under fresh-start accounting which will be charged to cost of sales as this inventory is sold in the first few months after emergence;

      (ii) a pre-emergence extraordinary gain of approximately $1.1 billion resulting from the discharge of liabilities under the Plan of Reorganization;

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      (iii) pre-emergence charges to earnings to be recorded as Reorganization items resulting from certain costs and expenses resulting from the Plan of Reorganization becoming effective; and

      (iv) a pre-emergence adjustment to earnings resulting from the aggregate remaining changes to the net carrying value of our pre-emergence assets and liabilities to reflect the fair values under fresh-start accounting.

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Hayes Lemmerz International, Inc.

Unaudited Pro Forma Consolidated Balance Sheet

			April 30, 2003			Pro Forma			April 30, 2003
			Historical			Adjustments			Pro Forma
						(millions)
Assets:
Cash and cash equivalents			$	69.8		$	15.5	(1)	$	85.3
Receivables				307.5			—			307.5
Inventories				177.1			5.2	(2)		182.3
Prepaid expenses and other				28.2			—			28.2
		Total current assets		582.6			20.7			603.3
Property, plant, equipment and tooling, net				976.9			(47.0	)(3)		929.9
Old goodwill				193.4			(193.4	)(4)		—
New goodwill				—			280.2	(5)		280.2
Intangible assets				102.9			123.1	(6)		226.0
Other assets				24.4			18.2	(7)		42.6
		Total assets	$	1,880.2		$	201.8		$	2,082.0
Liabilities and Stockholders’ (Deficit) Equity:
DIP facility			$	61.4		$	(61.4	)(8)	$	—
Bank borrowings and other notes				13.8			(13.8	)(8)		—
Current portion of long-term debt				41.5			(37.6	)(8)		3.9
Accounts payable and accrued liabilities				285.3			26.4	(9)		311.7
		Total current liabilities		402.0			(86.4	)		315.6
Long-term debt, net of current portion				58.9			(32.1	)(8)		26.8
Capitalized synthetic leases				—			30.0	(10)		30.0
New Revolver				—			—			—
New Term Loan				—			450.0	(10)		450.0
New Senior Notes				—			250.0	(10)		250.0
Pension and other long-term liabilities				332.8			95.0	(11)		427.8
Liabilities subject to compromise				2,154.0			(2,154.0	)(12)		—
Series A and Series B Warrants				—			9.9	(10)		9.9
Redeemable preferred stock of subsidiary				—			10.0	(10)		10.0
Minority interest in consolidated subsidiaries				17.5			—			17.5
Stockholders’ equity (deficit):
	New Common Stock			—			0.3	(10)		0.3
	Additional paid-in capital (New)			—			544.1	(10)		544.1
	Old Common Stock			0.3			(0.3	)(4)		—
	Additional paid-in capital (Old)			235.1			(235.1	)(4)		—
	Treasury stock			(25.7	)		25.7	(4)		—
	Retained earnings (accumulated deficit)			(1,199.5	)		1,199.5	(4)		—
	Accumulated other comprehensive income (loss)			(95.2	)		95.2	(4)		—
		Total stockholders’ (deficit) equity		(1,085.0	)		1,629.4			544.4
	Total liabilities and stockholders’ (deficit) equity		$	1,880.2		$	201.8		$	2,082.0

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1)	Represents adjustment to reflect the proceeds of the offering of the Old Notes and the New Credit Facility, net of a cash payment of approximately $13.0 million to Old Senior Note holders.
2)	Represents adjustment to reflect the increase in the fair value of inventory to include an estimate of manufacturing profit under fresh-start accounting.
3)	Represents adjustment of $101.0 million to reflect the estimated decrease of property, plant, equipment and tooling to fair value based on preliminary results of valuation procedures performed by our valuation specialist. This decrease is offset by capitalization of approximately $54.0 million of assets resulting from repayment or refinancing of certain synthetic leases.
4)	Represents elimination of pre-emergence goodwill, equity accounts and retained earnings under fresh-start accounting.
5)	Goodwill resulting from the excess of reorganization value over the fair value of estimated net assets is as follows:

Total compromise enterprise value		$	1,250.0
Amounts allocable to fair values under fresh-start accounting:
	Cash and cash equivalents		85.3
	Accounts receivable		307.5
	Inventory		182.3
	Prepaid expenses and other current assets		28.2
	Property, plant, equipment and tooling, net		929.9
	Intangible assets		226.0
	Other assets		42.6
	Current liabilities excluding current portion of long-term debt		(311.7	)
	Pension and other long-term liabilities		(427.8	)
	Excess cash borrowings under New Term Loan		(25.0	)
	Capitalized synthetic leases		(30.0	)
	Debt of foreign subsidiaries		(20.0	)
	Minority interest		(17.5	)
Reorganization value in excess of value of identifiable assets reported as new goodwill		$	280.2

6)	Represents adjustment of $123.1 million to reflect the estimated fair value of identified intangible assets based on preliminary results of valuation procedures performed by our valuation specialist.
7)	Represents adjustment to other assets consisting of the following:

Estimated fees and expenses of the New Credit Facility		$	13.9
Estimated fees, expenses and discount of the offering of the Old Notes			7.2
Reclassification of intangible pension asset (see note 11)			(2.8	)
Write off of DIP Facility deferred financing costs			(0.1	)
	Net adjustment to other assets	$	18.2

8)  Represents repayment of the DIP Facility and repayment of certain outstanding debt of foreign subsidiaries on the Effective Date.

47

9)  Represents accrual or settlement of liabilities upon emergence under the Plan of Reorganization as follows:

Accrual of contingent professional fees		$	8.5
Accrual of the estimated portion (assumed to be 50%) of the restructuring performance bonus component of the CERP to be paid in cash			6.0
Deferral of cure payments for assumed contracts and other priority and administrative claims			11.9
	Net adjustment to accounts payable and accrued liabilities	$	26.4

Following our emergence, we expect to use cash on hand or proceeds of borrowings under the revolving credit facility included in the New Credit Facility to fund approximately $26.4 million of additional payments contemplated by the Plan of Reorganization, including payments under the restructuring performance bonus component of our CERP, payments of contingent professional fees, cure payments for assumed contracts and other priority and administrative claims.

10)  Represents new capitalization structure after giving effect to the Transactions under the Plan of Reorganization as follows:

Total compromise enterprise value			$	1,250.0
Borrowings under the New Term Loan				(450.0	)
Issuance of Old Notes				(250.0	)
Capitalized synthetic leases				(30.0	)
Capital lease obligations				(10.7	)
Estimated fair value of Series A and Series B Warrants				(9.9	)
Estimated fair value of New Preferred Stock at the Effective Date				(10.0	)
Debt of foreign subsidiaries				(20.0	)
Excess cash proceeds borrowed at Effective Date				75.0
		Estimated equity value at the Effective Date	$	544.4
Estimated equity value recorded as:
	New Common Stock			0.3
	New additional paid-in capital		$	544.1
			$	544.4

11)

To reflect the additional liability of $97.8 million under fresh-start accounting for any pension and retiree medical plan costs, net of reclassification of an intangible pension asset of $2.8 million, as determined based on preliminary valuations performed by our actuaries. This net additional liability had been deferred pre-emergence in accordance with Statement of Financial Accounting Standards (“SFAS”) Nos. 87 and 106.

12)

Represents the elimination of pre-petition liabilities discharged under the Plan of Reorganization.

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Hayes Lemmerz International, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

(millions)

					(unaudited)
											Three Months						Three Months
		Year Ended						Year Ended			Ended						Ended
		January 31, 2003			Pro Forma			January 31, 2003			April 30, 2003			Pro Forma			April 30, 2003
		Historical			Adjustments			Pro Forma			Historical			Adjustments			Pro Forma
Net sales		$	2,001.6		$	—		$	2,001.6		$	515.3		$	—		$	515.3
Cost of goods sold			1,793.9			(2.8	)(1)		1,791.1			463.6			(3.4	) (1)		460.2
	Gross profit		207.7			2.8			210.5			51.7			3.4			55.1
Marketing, general and administration			103.1			—			103.1			27.4			—			27.4
Engineering and product development			20.4			—			20.4			6.3			—			6.3
Amortization of intangible assets			3.3			10.4	(2)		13.7			1.3			2.1	(2)		3.4
Asset impairments and other restructuring charges			43.5			—			43.5			4.1			—			4.1
Other income, net			(6.8	)		—			(6.8	)		(1.8	)		—			(1.8	)
Reorganization items			44.5			(44.5	)(3)		—			13.1			(13.1	) (3)		—
	Earnings (loss) from operations		(0.3	)		36.9			36.6			1.3			14.4			15.7
Interest expense, net (excluding $117.6 million and $28.7 million not accrued on liabilities subject to compromise for the year ended January 31, 2003 and the three months ended April 30, 2003, respectively)			72.7			(9.3	)(4)		63.4			17.0			(2.0	) (4)		15.0
	Earnings (loss) before taxes on income, minority interest and cumulative effect of change in accounting principle		(73.0	)		46.2			(26.8	)		(15.7	)		16.4			0.7
Income tax provision (benefit)			3.6			(7.6	)(5)		(4.0	)		5.9			(1.0	) (5)		4.9
	Earnings (loss) before minority interest and cumulative effect of change in accounting principle		(76.6	)		53.8			(22.8	)		(21.6	)		17.4			(4.2	)
Minority interest in consolidated subsidiaries			3.5			—			3.5			1.0			—			1.0
Minority interest for New Preferred Stock dividend			—			0.8	(6)		0.8			—			0.2	(6)		0.2
	Earnings (loss) before cumulative effect of change in accounting principle		(80.1	)		53.0			(27.1	)		(22.6	)		17.2			(5.4	)
Cumulative effect of change in accounting principle			(554.4	)		—			(554.4	)		—			—			—
	Net income (loss)	$	(634.5	)	$	53.0		$	(581.5	)	$	(22.6	)		17.2			(5.4	)

(1)  For the year ended January 31, 2003 and the three months ended April 30, 2003, respectively, to decrease estimated rental expense in respect to refinanced synthetic leases by $6.7 million and $1.6 million, respectively, and reduce the ongoing pension and retiree medical expense by $3.6 million and $2.5 million, respectively, for financial statement purposes due to the recognition in fresh-start accounting of the additional liability for any plan costs that had been deferred pre-emergence in accordance with SFAS Nos. 87 and 106. For the year ended January 31, 2003 and the three months ended April 30, 2003, respectively, these decreases are offset by an increase in depreciation expense of

49

	$7.5 million and $0.7 million, respectively, resulting from: (a) an increase in the carrying value of certain plant, equipment and tooling to fair value under fresh-start accounting; (b) revisions to remaining estimated useful lives based on preliminary results of valuation procedures performed by our valuation specialist; and (c) the increase in the carrying value of other property, plant, equipment and tooling from refinancing certain synthetic leases.
(2)	To increase estimated amortization expense resulting from an increase in the carrying value of definite-lived intangible assets to fair value under fresh-start accounting.
(3)	To reflect the elimination of reorganization items in the statement of operations directly related to our bankruptcy proceedings.
(4)	To record a decrease in interest expense, including the amortization of deferred financing costs, as if the proceeds of the offering of the Old Notes and the New Credit Facility were received and the related refinancing and discharge of debt occurred as of February 1, 2002 and February 1, 2003, respectively, as follows:

						Three Months
			Year Ended			Ended
			January 31,			April 30,
			2003			2003
Eliminate historical interest expense, net			$	(72.7	)	$	(17.0	)
Add new interest on the following debt:
	Interest on New Term Loan (assumes weighted average rate of 7.0% and 6.0%, respectively)			30.5			6.8
	Interest on New Revolver (assumed weighted average rate of 5.4% plus assumed unused commitment fees of $0.5 million and $0.1 million, respectively)			0.5			0.1
	Interest on the Old Notes (assumed effective rate of 10.625%)			26.6			6.6
	Interest on new letters of credit			0.5			0.1
	Interest on debt of foreign subsidiaries not repaid on Effective Date (assumed weighted average rate of 8.2%)			1.7			0.4
	Interest on capitalized synthetic leases			1.6			0.4
	Interest on capital lease obligations			0.7			0.2
	Amortization of deferred financing costs			2.8			0.7
	Interest income			(1.5	)		(0.3	)
		Net reduction in interest expense	$	(9.3	)	$	(2.0	)

(5)	To reflect the reduction in the estimated income tax provision using an effective foreign income tax rate of 34% on the portion of the pre-tax adjustments attributable to our foreign operations. We would not record any net income tax effect on the portion of the pre-tax adjustments attributable to our U.S. operations in view of anticipated valuation allowances.
(6)	To record the payment of annual cumulative dividend of 8% to holders of the New Preferred Stock.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

      The following table sets forth selected historical consolidated financial data for the five fiscal years ended January 31, 2003 and for the three-month periods ended April 30, 2002 and April 30, 2003. The selected historical consolidated financial data for the five fiscal years ended January 31, 2003 has been derived from the audited consolidated financial statements of Hayes, including the consolidated financial statements of Hayes incorporated by reference in this prospectus. Our historical consolidated financial statements for each of the years in the five-year period ended January 31, 2003 were audited by our independent public accountants, KPMG LLP. The selected consolidated financial data for the three-month periods ended April 30, 2002 and April 30, 2003 has been derived from the unaudited consolidated financial statements of Hayes, including the unaudited interim consolidated financial statements of Hayes incorporated by reference in this prospectus. The historical consolidated results of Hayes for these three-month periods are not necessarily indicative of the results of operations of Hayes or Holdco for the full years. The unaudited selected historical consolidated financial data reflect all adjustments (consisting of normal, recurring adjustments) which are, in the opinion of our management, necessary for a fair presentation of our financial position, results of operations and cash flows as of and for the end of the periods presented. The information set forth below should be read in conjunction with our consolidated financial statements and notes thereto incorporated by reference in this prospectus and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the documents we incorporate by reference.

      The selected historical consolidated financial information presented below at and for the years ended January 31, 2002 and 2003 and for the three-month periods ended April 30, 2002 and April 30, 2003 has been prepared in accordance with SOP 90-7 and on a going concern basis. Continuing as a going concern contemplates continuity of operations, realization of assets, and payment of liabilities in the ordinary course of business. This historical information does not reflect adjustments that might result if we are unable to continue as a going concern. SOP 90-7 requires the segregation of liabilities subject to compromise by the Bankruptcy Court as of the bankruptcy filing date, and identification of all transactions and events that are directly associated with our reorganization.

																	Three Months Ended
		Year Ended January 31,															April 30,
		1999			2000			2001			2002			2003			2002			2003
																	(unaudited)
		(millions)															(millions)
Income Statement Data:
Net sales		$	1,672.9		$	2,295.1		$	2,168.2		$	2,039.1		$	2,001.6		$	486.7		$	515.3
Cost of goods sold			1,383.1			1,915.7			1,911.6			1,907.4			1,793.9			441.6			463.6
	Gross profit		289.8			379.4			256.6			131.7			207.7			45.1			51.7
Marketing, general and administration			71.0			88.9			100.1			100.5			103.1			27.6			27.4
Engineering and product development			20.2			21.6			16.6			21.8			20.4			5.0			6.3
Equity in (earnings) losses of joint ventures			(0.6	)		(1.2	)		4.4			0.9			—			—			—
Asset impairments and other restructuring charges			—			3.7			127.7			141.6			43.5			7.2			4.1
Loss on investment in joint venture			—			—			1.5			3.8			—			—			—
Other expense (income), net			11.2			24.2			16.7			26.9			(3.5	)		(2.6	)		(0.5	)
Reorganization items			—			—			—			47.8			44.5			22.5			13.1
	Earnings (loss) from operations		188.0			242.2			(10.4	)		(210.6	)		(0.3	)		(14.6	)		1.3
Interest expense, net(1)(4)			94.9			153.3			163.5			175.2			72.7			16.8			17.0
(Gain) loss on early extinguishment of debt(5)			14.4			—			—			(4.2	)		—			—			—
Income tax provision(5)			33.0			38.3			9.7			11.8			3.6			0.9			5.9

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														Three Months Ended
	Year Ended January 31,													April 30,
	1999		2000		2001			2002			2003			2002			2003
														(unaudited)
	(millions)													(millions)
Minority interest		2.0		3.0		2.6			3.3			3.5			0.7			1.0
Earnings (loss) before cumulative effect of change in accounting principle, net of tax		43.7		47.6		(186.2	)		(396.7	)		(80.1	)		(33.0	)		(22.6	)
Cumulative effect of change in accounting principle, net of tax(2)		—		—		—			—			554.4			554.4			—
Net income (loss)	$	43.7	$	47.6	$	(186.2	)	$	(396.7	)	$	(634.5	)	$	(587.4	)	$	(22.6	)
Balance Sheet Data:
Total assets	$	2,113.7	$	2,679.9	$	2,603.9		$	2,358.1		$	1,846.6		$	1,818.7		$	1,880.2
Bank borrowings and current portion of long-term debt(3)(4)		57.1		143.2		1,693.3			42.2			55.9			38.9			55.3
DIP facility(3)		—		—		—			1.0			49.9			—			61.4
Long-term debt(3)		976.1		1,384.6		94.6			90.7			61.9			79.9			58.9
Liabilities subject to compromise(4)		—		—		—			2,121.0			2,133.8			2,135.8			2,154.0
Stockholders’ equity (deficit)		215.2		190.7		(21.8	)		(460.0	)		(1,074.4	)		(1,055.2	)		(1,085.0	)
Other Data:
Depreciation and amortization(2)	$	87.8	$	135.8	$	152.1		$	156.4		$	132.0		$	33.5		$	34.8

(1)	For the fiscal years ended January 31, 2002 and 2003 and the three months ended April 30, 2002 and 2003, respectively, interest expense, net, excludes $18.7 million, $117.6 million, $28.7 million and $28.7 million, respectively, of interest expense that would have accrued from December 5, 2001 to January 31, 2002, from February 1, 2002 to January 31, 2003, from February 1, 2002 to April 30, 2002 and from February 1, 2003 to April 30, 2003, respectively, with respect to certain long-term debt classified as liabilities subject to compromise.
(2)	See Note (6) “Goodwill and Other Intangible Assets” to our consolidated financial statements for the year ended January 31, 2003 regarding the impact of adopting this new accounting principle effective February 1, 2002.
(3)	See Note (10) “Bank Borrowings, Other Notes and Long-Term Debt” to our consolidated financial statements for the year ended January 31, 2003.
(4)	See Note (11) “Liabilities Subject to Compromise” to our consolidated financial statements for the year ended January 31, 2003.
(5)	In accordance with Statement of Financial Accounting Standards No. 145, “Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections,” certain prior period amounts have been reclassified.

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BUSINESS

Business Overview

      We are the largest worldwide producer of aluminum and steel wheels for the light vehicle market, with a global market share of approximately 23%. We are a leading provider of steel wheels for the commercial highway market, with a global market share of 18%. We are also a leading supplier in the high growth market for lightweight aluminum products, including suspension, brake and powertrain components. We have a global footprint with 43 facilities located in 17 countries around the world, plus three foreign facilities in which we have a minority joint venture interest. We sell our products to every major North American, Japanese and European manufacturer of passenger cars and light trucks as well as more than 300 commercial highway vehicle customers throughout the world. Our products are presently on 16 of the top 20 selling platforms for passenger cars in the United States. In fiscal 2002, we had net sales of $2.0 billion, with approximately 37% of our net sales for that period derived from international markets.

     Products

      We design, manufacture and distribute the following products:

Automotive Wheels. We are the largest global manufacturer of automotive wheels, supplying approximately 32% of all automotive wheels sold to original equipment manufacturers (“OEMs”) in North America and approximately 34% of all wheels sold to OEMs in Europe.

•  Cast Aluminum Wheels — We are the second largest manufacturer of cast aluminum wheels sold to automotive OEMs in North America and the number one supplier of cast aluminum wheels in Europe. We manufacture many varieties of cast aluminum wheels using both low-pressure and gravity casting technologies. We operate technical centers in the United States, Germany, Belgium, Italy and Brazil, where we actively develop new products and production techniques to reduce weight, improve styling, reduce costs and to maximize our ability to provide the lightest weight products with the designs and finishes.

•  Fabricated Wheels — We are the largest manufacturer of fabricated steel and aluminum wheels in the North American and European markets. Our fabricated wheel products include a broad range of designs stamped and welded in both steel and aluminum to meet the needs of our customers. We have recently developed a fabricated steel wheel that is both lighter than a standard steel wheel and significantly less expensive than an aluminum wheel, with similar styling capabilities to those of an aluminum wheel. This patented “Struktur” wheel has many of the desirable qualities of both steel and aluminum wheels, and we have received advance orders for this product.

Suspension Components. We are one of the most technologically advanced manufacturers of cast aluminum suspension components for the automotive industry and one of the few suppliers capable of casting large one-piece structural aluminum components. Our primary products include undercarriage components, such as structural crossmembers, subframes, engine cradles, axle components and wheel-end attachments and assemblies, such as steering and knuckles, spindles, hub carriers and control arms.

Brake Components. We believe that we are one of the largest brake rotor and drum manufacturers in North America. We manufacture rotors and drums and assemble hub and rotor and hub and drum assemblies.

Powertrain Components. We believe that we are one of the largest manufacturers in North America of both engine intake manifolds (aluminum and polymer) and exhaust manifolds. We also produce cylinder heads, water crossovers, water pumps and other engine components.

Commercial Highway Vehicle Products. We manufacture a full line of wheel end components (steel wheels and hubs, drums and rotors) to the truck and trailer industry in North America and Europe. We believe that we are recognized as a premier lightweight brake drum manufacturer in the North American commercial highway vehicle market. We believe our flagship lightweight

53

CentriFuse® brake drum is a market leader in the industry, with demonstrated exceptional performance, safety and low cost of operation.

Our Competitive Strengths

      We believe that the following competitive strengths are instrumental to our success:

      Leading Market Positions Across Products and Markets. We believe we supply approximately 32% of the automotive wheels used by OEMs in North America and 34% in Europe. We are also a leading supplier of lightweight aluminum suspension, powertrain and brake components. We believe that our leading positions across a range of products and markets provide us with a competitive advantage. We believe that our market positions, by sales volume are as follows:

	Market Position
Product Category:	North America		Europe		South America
Steel Wheels		#1		#1		#2
Cast Aluminum Wheels		#2		#1		#1
Fabricated Aluminum Wheels		#1		#1		—
Commercial Highway Steel Wheels		#2		#1		N/A
Cast Aluminum Cross Members		#1		—		—

      Diversified Base of Business. Our competitive position in the market and opportunities for growth are driven by a diversified base of business which capitalizes on the following competitive advantages:

•  Global Presence — We are the world’s largest producer of aluminum and steel wheels, with 43 manufacturing and engineering facilities in 17 countries around the world, plus three foreign facilities in which we own a minority joint venture interest. OEMs increasingly demand that suppliers provide parts for a particular vehicle platform on a worldwide basis, which requires suppliers to provide products to an OEM’s facilities globally, without increasing their costs. In order to meet this demand, suppliers need to have manufacturing facilities around the globe. Our global footprint allows us to ship wheels to our customers anywhere in the world on a timely basis and in a cost-efficient manner, and to leverage opportunities in countries with lower production costs where appropriate. Our competitors in the wheel market are almost exclusively either North American or European producers, whose markets are on one continent or the other. Our manufacturing presence on five continents gives us an important competitive advantage in the global sourcing of wheels by our OEM customers.

•  Broad Customer Base — We believe that we supply almost every major automotive manufacturer in the world. We enjoy long-standing relationships with automotive OEMs such as Ford, DaimlerChrysler, General Motors, Nissan, BMW, Volkswagen, Toyota, Honda and Renault. We supply our customers on a worldwide basis from facilities in North America, Europe, Asia Pacific, Latin America and South Africa. Our Commercial Highway business supplies more than 300 customers throughout the world.

•  Diverse Product Portfolio — We provide our automotive OEM customers with a diverse range of product offerings, including both aluminum and steel wheels as well as suspension, powertrain and brake components. Our substantial product breadth provides us with a competitive advantage over our competitors who typically focus on a narrower product range in limited geographic markets. We believe our diverse product portfolio provides us with critical mass and helps meet the needs of our customers who are trying to streamline their supplier base.

      We currently conduct business in three operating segments: Automotive Wheels, Components and Other. The Automotive Wheels segment includes cast aluminum wheels and fabricated steel and aluminum wheels. The Components segment includes suspension components, brake components and powertrain components. The Other segment includes commercial highway products and our aftermarket division.

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The following charts illustrate our revenues for fiscal 2002 by segment and by region:

      Strong OEM Relationships. Our position as a partner with full-service global manufacturing capabilities has enabled us to create long-standing relationships with our customers. Our reputation for design and engineering support, customer service and high quality manufacturing has positioned us well with automotive OEMs such as Ford, DaimlerChrysler, General Motors, BMW and Toyota, as evidenced by our continued business development and the new business awarded to us throughout our Chapter 11 proceeding. See “The Bankruptcy Case” for a description of our Chapter 11 bankruptcy proceedings. Our strong relationships with automotive OEMs have also allowed us to expand our business globally as our customers have moved into new markets and product niches.

      New Product Innovation. We are a leader in new product development. We have developed many new products to meet customer needs for lighter weight vehicles to improve fuel economy as well as ride and handling. In aluminum wheels, we have been able to deliver lightweight products and are currently developing applications in hollow spoke wheels to reduce weight to even lower levels. We developed lightweight fabricated steel wheels using innovative high strength steel materials. We are also a leader in styling as well with innovative aluminum wheel designs and the new steel “Struktur” wheel that provides significantly greater styling flexibility for steel wheels.

      Full Service Capabilities. We have full-service capabilities, including advanced design and engineering, value-added casting processes and machining, that allow us to provide our customers with total product solutions. We are recognized for our technology and process innovation, which allows the development of cast components with high mechanical properties at a low cost. Through our global technical centers, we can deliver multiple design solutions that we believe meet customer demands for safety, innovative styling, performance, weight and cost. Our involvement in the design process of new products strengthens our customer relationships, and we believe, provides an advantage when customers are considering new business awards.

      Leading Position in Lightweight Aluminum Components. We believe that we are the number one supplier of aluminum wheels globally and are positioned for continued growth as the penetration of aluminum in both wheels and automotive components continues to increase in Europe and the rest of the world. We believe that our global presence and technological expertise in aluminum have made us the leading supplier of aluminum suspension components, such as cross members, steering knuckles and control arms, with significant growth opportunities. Our automotive OEM customers are increasingly

55

looking to our strong capabilities in aluminum fabrication to provide full service solutions to their needs for lightweight aluminum components.

      New and Experienced Management Team. On August 1, 2001, we appointed Curtis Clawson as our new President and Chief Executive Officer. Since his arrival, Mr. Clawson has put in place an experienced management team with significant automotive and lean manufacturing experience. Key management changes include the hiring of new Presidents for three of our four North American business units as well as a new Chief Financial Officer and a new Chief Information Officer. Under this team’s leadership, we have significantly improved the operations of our business and positioned our business for continued growth and on-going financial strength. Specifically, since the beginning of fiscal 2002, management has:

•  Rationalized capacity and production, including the closing of three facilities;

•  Introduced lean manufacturing and Six Sigma initiatives;

•  Significantly improved internal controls and centralized certain aspects of the accounting and finance functions;

•  Successfully launched a number of new products and programs; and

•  Re-established strong relationships with customers, and won a significant number of new contracts.

Industry Trends

      We believe there are a number of important trends in the automotive parts industry that we have benefited from in the past and will continue to benefit from in the future. These trends include:

      Increasing Requirements for Global Capabilities. Automotive OEMs are focused on expanding their business operations globally to capitalize on markets that are experiencing high rates of growth or that have low production costs. As a result, suppliers are being required to operate in these same global markets to obtain new business from their customers. We believe automotive OEMs favor suppliers that have global operations to supply low-cost, high-quality products, as well as suppliers that have the ability to supply parts for a particular platform to multiple production facilities around the world. We believe that few suppliers are truly global and those that are have a competitive advantage.

      Growing Demand for Full Service Suppliers. Automotive OEMs are increasingly outsourcing a greater number of vehicle components to their suppliers, and increasingly require that their suppliers have the capabilities to design and engineer the components they manufacture for the OEMs to allow the OEMs to focus on overall vehicle design, development and marketing. We believe automotive OEMs are awarding new business to those suppliers that support the full range of design and engineering services required to provide high quality, technologically advanced products under shortened product development timetables.

      Increasing Use of Aluminum in Vehicles. Automotive OEMs are focused on increasing the fuel efficiency of vehicles while maintaining safety and comfort. Light metals such as aluminum provide automotive OEMs with a way to materially reduce the overall weight of the vehicle and improve fuel efficiencies. Aluminum penetration in the North American wheel market is approximately 62%, as automotive OEMs have recognized both the weight efficiencies of aluminum and its favorable design characteristics. Aluminum wheel penetration in Europe is approximately 33% and we expect it to grow significantly as the European market looks to both improve fuel efficiency and provide design differentiation. The most significant growth area in the market for aluminum vehicle parts is expected to be in the suspension components area, where the penetration of aluminum currently is less than half that of wheels, even though aluminum provides significant weight saving opportunities to automotive OEMs.

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Our Business Strategy

      We believe we are well positioned for growth in sales and operating income through a strategy based on the following:

      Leverage Market Leading Positions and Global Capabilities. We believe our leading market positions reflect our reputation for quality and excellence in the global light vehicle and commercial highway markets for wheels and other products, including suspension, powertrain and brake components. We believe we benefit from our leadership position in product and process technologies that support our focus on high value-added content, particularly regarding safety-critical products, such as suspension products. Our position as the largest aluminum and steel wheel producer combined with our global capabilities give us a strong base to use such breadth and scope to provide maximum value to our customers.

      As emerging markets develop their manufacturing capabilities and infrastructure, the demand for vehicles, and the capability to build them locally increases. Our facilities in emerging market countries position us well in these local markets both to take advantage of the low costs of production and to supply the local automotive markets as they grow at rates generally expected to be faster than in North America and Europe. For example, our facility in Thailand produces both wheels that are shipped to Japanese OEMs and wheels that are sold in the Thai markets.

      Expand Low Cost Production Capabilities. To meet our customers’ demands for the highest quality, lowest cost product delivered globally, we have established manufacturing facilities in a number of countries around the globe that have low production costs. We currently have facilities in the Czech Republic, Turkey, Brazil, Mexico, South Africa, Thailand and India and a strategic manufacturing joint venture and technical relationship in Turkey. The ability to produce product at a lower cost, close to the customer, gives us an advantage over competitors without our breadth of global facilities. Through continued investment in countries with low production costs, we intend to continue to enhance our global market position while minimizing our costs. In the next two years, we presently intend to expand our low pressure aluminum wheel casting capabilities in Thailand and in the Czech Republic to serve customers in Europe and Asia, and are considering building a new low-pressure aluminum wheel plant in Mexico to serve the North American market. We presently anticipate that most future capacity expansion will be in countries with low production costs.

      Enhance Our Strong Customer Relationships. We are focused on continuing to strengthen our customer relationships through increased quality, high levels of customer service and operational excellence, all of which will allow us to continue to provide a high quality product to our customers at a low price. Our management team has created a culture that is focused on providing our customers with high quality service and technical support and this is reflected in our continuing ability to obtain new business and expand our customer relationships. In addition, we actively leverage our strong OEM relationships in Europe to increase our market share with Asian and European transplant OEMs in North America.

      Continuing Focus on New Product Innovation and Process Development. We believe that we have a track record of developing product and manufacturing process innovations. For example, we recently developed a fabricated steel wheel that is both significantly lighter than a standard steel wheel and significantly less expensive than an aluminum wheel, with styling capabilities similar to an aluminum wheel. This patented “Struktur” wheel has desirable qualities of both steel and aluminum wheels, and we have received advance orders for this product. We have also introduced Full Face Cast wheels, which are lightweight, highly styled wheels that combine a cast aluminum face with a fabricated rim. We are also one of the only suppliers globally using the vacuum riserless casting/pressure riserless casting (“VRC/PRC”) technology that allows for the casting of complex aluminum structural crossmembers that are lighter and more structurally sound than conventionally cast crossmembers. We intend to continue our efforts to develop innovative wheel, brake and other suspension products and manufacturing processes to better serve customers globally and improve our product mix and profit margins.

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      Expand Our Product Offerings of High Growth Aluminum Components. We are continuing to develop new aluminum components using our advanced technology and processes. We are focused on increasing our capabilities in the production of high volume aluminum components in order to benefit from significant growth opportunities as customers focus on weight reduction and fuel efficiency. Although U.S. and Western European OEMs have significantly increased their reliance on aluminum products in their effort to reduce weight and increase fuel efficiency, there remain a number of opportunities to increase the use of aluminum components by OEMs and thereby increase our market penetration. In addition, many Japanese transplant OEMs still rely heavily on lower-cost iron components and we believe that, as our capabilities to produce low-cost aluminum components expand, our ability to sell more aluminum components to Japanese transplant OEMs will increase.

      Focus on Operational Excellence. We continuously implement strategic initiatives designed to improve product quality while reducing manufacturing costs. As part of our turnaround process, we have implemented a broad range of initiatives that have resulted in substantially improved operating performance. We continue to focus on opportunities to improve operating income including: (a) further rationalization of manufacturing capacity; (b) streamlining of marketing and general and administrative overhead; (c) continued implementation of lean manufacturing and Six Sigma initiatives; (d) efficient investment in new equipment and technologies and the upgrading of existing equipment; and (e) continued improvement of our internal controls and centralization of certain aspects of our accounting and finance functions. Our management team is focused on maximizing our current asset base to improve our operational efficiency while also adapting to the needs of our customers and the market.

Our Products

      Our products consist of the following products for passenger vehicles and light trucks: (a) automotive wheels, including both cast aluminum and fabricated aluminum and steel wheels; (b) suspension components, such as undercarriage components, structural crossmembers, subframes, engine cradles and axle components; (c) wheel-end attachments and assemblies, such as steering knuckles, spindles and control arms; (d) brake components, such as rotors and drums; and (e) powertrain components, such as intake manifolds and exhaust manifolds. We also manufacture wheels and brakes for commercial highway vehicles.

Cast Aluminum Wheels

      We design, manufacture and distribute a full line of cast aluminum wheels to automotive OEMs in North America, Europe, South America, South Africa and Asia. We manufacture one-piece and two-piece aluminum wheels including wheels with bright finishes such as polishing, bright machining and bright paints. One-piece aluminum wheels accounted for the majority of our fiscal 2002 sales. With the exception of a limited number of cast aluminum wheels manufactured by Toyota and Ford, there is no significant manufacturing of cast aluminum wheels by OEMs. Our cast aluminum wheels are produced and sold in North America, Europe, South America, South Africa and Asia. We believe we will benefit in this product category from the industry trend towards using lightweight materials to reduce overall vehicle weight and improve fuel efficiency.

      North America. We design, manufacture and distribute a full line of cast aluminum wheels to OEMs in North America. We are the second largest supplier of cast aluminum wheels to automotive OEMs in North America.

      Customers. In fiscal 2002, we sold substantially all of our North American cast aluminum wheel production to DaimlerChrysler, General Motors and Ford for use on vehicles produced in North America. The remainder of our cast aluminum wheels was sold to Japanese transplants in the United States.

      Competition. Our primary competitor in the North American cast aluminum wheel market is Superior. We also compete with Amcast, American Racing Equipment, Alcoa and several foreign suppliers operating in the United States.

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      Manufacturing. We have four cast aluminum manufacturing facilities in North America, located in Howell, Michigan; Gainesville, Georgia; Huntington, Indiana; and La Mirada, California. We use primarily gravity casting technologies to manufacture cast aluminum wheels in North America. We currently are considering building a new facility in Mexico that would utilize the low pressure casting technology that we use in Europe because some of our customers prefer the appearance benefits resulting from low pressure casting. Engineering, research and development for our North American cast aluminum operations are performed at our Northville, Michigan facility.

      Europe. We design, manufacture and distribute a full line of cast aluminum wheels to OEMs in the passenger car and light truck segments of the European automotive industry. We are the leading supplier of cast aluminum wheels to automotive OEMs in the European market. In Europe, our OEM customers demand a wide variety of styles and sizes of cast aluminum wheels, and we maintain substantial capabilities to meet such demand. We also maintain direct computer links with several customer locations in Europe to determine customer needs and streamline the design and approval process and reduce product development lead time.

      Customers. Substantially all of our European cast aluminum wheels are sold to BMW, DaimlerChrysler, Ford, General Motors, Fiat, Volkswagen, Porsche, Peugeot, Renault, Nissan, Honda, Toyota and Volvo.

      Competition. Our primary competitors in the European cast aluminum wheel market for passenger cars are Ronal, Borbet Speedline and ATS. The cast aluminum wheel market in Europe is more fragmented than in North America, with numerous producers possessing varying levels of financial resources and market positions. In 2002, the installation rate of cast aluminum wheels in Europe was significantly lower than in North America. As a result of anticipated consolidation of small local manufacturers across the European community and the expected increasing demand for cast aluminum wheels among consumers and OEMs in Europe, we believe that, over the next several years, the number of cast aluminum wheel manufacturers in Europe likely will decline and the remaining producers will increase their market shares. As a result of our position in Europe and our advanced engineering and technology, we believe that we are well positioned to capitalize on these changes in the European market.

      Manufacturing. We have five cast aluminum manufacturing facilities in Europe, which are located in Barcelona, Spain; Dello, Italy; Campiglione Fenile, Italy; Hoboken, Belgium; and Ostrava, Czech Republic. We utilize low pressure casting technologies to manufacture aluminum wheels in our facilities in Europe. Engineering, research and development for our European cast aluminum wheel operations are performed at our Dello, Italy and Hoboken, Belgium facilities.

      South America, South Africa and Asia. We design, manufacture and distribute a full line of cast aluminum wheels to OEMs in South America, South Africa and Asia. We own 100% of Hayes Lemmerz Japan Limited, a Japanese corporation that provides sales, engineering and service support for the Japanese wheel market.

      Customers. Our largest customers for South American cast aluminum wheels are Ford, General Motors, Volkswagen and Renault. The largest customers for our South African cast aluminum wheels are BMW, DaimlerChrysler, Dotz and Volkswagen. The largest customers for our Asian cast aluminum wheels are Toyota, Isuzu and Mitsubishi.

      Competition. Our primary competitors in the South American cast aluminum wheel market for passenger cars are Italmagnesio and Mangels. We compete in the South African cast aluminum wheel market for passenger cars with Tiger Wheels. Our primary competitor in the Asian cast aluminum wheel market for passenger cars is Enkei.

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      Manufacturing. We have one cast aluminum manufacturing facility in South America, which is located near Sao Paulo, Brazil. In South Africa, we have one cast aluminum wheel manufacturing facility located near Johannesburg, South Africa. We have one cast aluminum wheel manufacturing facility in Asia, which is located near Bangkok, Thailand. Engineering, research and development for our South American, South African and Asian cast aluminum wheel operations is currently performed at our facilities located in Dello, Italy; Johannesburg, South Africa; and Hoboken, Belgium.

Fabricated Wheels

      We design, manufacture and distribute fabricated steel and aluminum wheels to automotive OEMs in North America, Europe and South America. Our fabricated wheel products include steel and aluminum wheels that can be made in drop-center, bead seat attached and clad designs, as well as chrome and full-face steel wheels. We have also recently developed a new “Struktur” wheel, a fabricated steel wheel which is approximately 15% lighter than a traditional steel wheel, and is significantly less expensive to produce than a standard aluminum wheel. This design combines aspects of both steel and aluminum products into a low-cost, styled, lightweight alternative product to the more costly aluminum wheels. We believe that this product will be particularly attractive for economy style cars, where cost and weight are critical to the OEMs.

      North America. We design, manufacture and distribute a full line of fabricated wheels to OEMs in North America. This fabrication process involves stamping the center on high-speed multi-station transfer presses. The rim is made using specialized, highly automated, forming equipment. Then the center and rim are welded together on specialized, automated assembly equipment. We are the largest supplier of fabricated steel wheels in North America. We believe that the North American steel wheel market will remain significant because OEMs will continue to specify less costly fabricated steel wheels for more moderately priced passenger cars and light trucks and for most spare wheels.

      Customers. Substantially all of our North American fabricated steel wheels were sold to General Motors, Ford and DaimlerChrysler in fiscal 2002. We produce fabricated aluminum wheels for Ford, General Motors, DaimlerChrysler and Toyota, including a full-face, styled version for the Ford F150 truck, the number one selling vehicle in the United States.

      Competition. Our primary competitors in the North American steel wheel market for passenger cars and light trucks are ArvinMeritor, Accuride, Topy and Central Manufacturing Company. We do not believe that we have any significant competitors in the North American fabricated aluminum wheel market.

      Manufacturing. Our fabricated steel and fabricated aluminum wheels are manufactured by a continuous in-line process at our manufacturing facility in Sedalia, Missouri. This process enhances quality standardization and reduces work-in-process inventory. Engineering, research and development for our North American fabricated wheels operations is currently performed at our Northville and Ferndale, Michigan facilities.

      Europe. We design, manufacture and distribute a full line of fabricated steel wheels to both OEMs and the automotive aftermarket throughout Europe. We are the leading supplier of fabricated wheels manufactured in Europe.

      Customers. Our principal customers include Volkswagen Group, General Motors, DaimlerChrysler, Mitsubishi, Ford/ Volvo, BMW, PSA, Renault, Toyota, Nissan, Honda, Suzuki and Kromag. Our principal customer in Eastern Europe is Skoda, the national automobile manufacturer of the Czech Republic, for which we are the sole supplier of steel wheels.

      Competition. Our principal competitors for the sale of fabricated steel wheels in Europe include Michelin Kronprinz, Magnetto, Ford and Volkswagen. We do not believe

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that we have any significant competitors in the European fabricated aluminum wheel market.

      Manufacturing. We have four fabricated wheel manufacturing facilities in Europe, located in Königswinter, Germany; Manresa, Spain; Manisa, Turkey; and Ostrava, Czech Republic. Our Königswinter, Germany facility has highly automated production equipment and extensive engineering, research and development facilities. Our lightweight “Struktur” steel wheel was developed and is manufactured at the Königswinter facility. Our Manresa, Spain facility has developed a niche in wheels for light trucks, recreational vehicles and vans. The Manisa, Turkey facility produces wheels for the Turkish market and exports both OEM and aftermarket wheels to Western Europe. Our Ostrava, Czech Republic facility has advanced equipment required to meet the volume and quality demands of our European customers.

      South America. We design, manufacture and distribute a full line of fabricated steel wheels to both OEMs and the automotive aftermarket throughout Brazil and Argentina.

      Customers. Our principal customers in Brazil and Argentina include Ford, General Motors, DaimlerChrysler, Volkswagen, PSA and Renault.

      Competition. Our principal competitor for the sale of fabricated steel wheels in Brazil and Argentina is ArvinMeritor.

      Manufacturing. We have one fabricated steel wheel manufacturing facility located near Sao Paulo, Brazil. Our Brazilian fabricated steel wheel manufacturing facility has its own engineering, research and development facility and is in the process of being converted into a highly automated production facility. In addition to serving the local market, our Brazilian facility ships fabricated wheels to North America to help meet the demands of our OEM customers.

Suspension Components

      We design, manufacture and distribute suspension components for sale to OEMs in North America. Our primary suspension component products include: (i) aluminum structural components, such as structural crossmembers, subframes, engine cradles and axle components; and (ii) wheel-end attachments and assemblies, such as steering knuckles, spindles, hub carriers and control arms. Our suspension components are produced and sold in North America.

      We are a technologically advanced manufacturer of aluminum suspension components for the automotive industry. We cast aluminum using green sand, permanent mold, squeeze and the VRC/ PRC processes. Components are machined on a variety of state-of-the-art equipment.

      We also believe that the most significant growth area in the market for aluminum vehicle parts will be in the suspension components area, because aluminum provides significant weight savings opportunities to automotive OEMs. The penetration of aluminum in suspension component products presently is less than one-half the aluminum penetration of wheels. We believe that we will benefit in this product category from our leadership position in product and process technologies that support our focus on high value-added content.

      Aluminum Structural Components. We design, manufacture and distribute structural aluminum subframes and crossmembers in North America. We entered the market for aluminum crossmembers by developing a one-piece cast aluminum crossmember for the 1995 Chrysler NS Minivan, the first high-volume application of this product. We expect aluminum’s market share of this segment to increase, primarily due to desired weight reductions and ride characteristics.

      Customers. Our customers include General Motors, Ford, DaimlerChrysler and Mitsubishi.

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      Competition. Given the level of manufacturing expertise required to produce aluminum structural components, there are only a few manufacturers in this segment and Alcoa is our primary competitor.

      Manufacturing. We design, manufacture and distribute structural aluminum subframes and crossmembers in Montague, Michigan and Bristol, Indiana. Engineering, research and development for our aluminum structural components operations is currently performed at our Ferndale, Michigan facility.

      Wheel-End Attachments and Assemblies. We design, manufacture and distribute wheel-end attachments and assemblies to OEMs in North America. We produce aluminum and iron knuckles, spindles and spindle assemblies, iron hub carriers, axle flanges for the corner of the vehicle and control arms. Wheel attachments are made from iron, aluminum and steel.

      Customers. Our principal customers include North American OEMs such as Ford, DaimlerChrysler, General Motors, as well as BMW, Honda, Nissan and Mitsubishi. We also sell to other Tier 1 suppliers, including Lemforder, Bosch, Dana and Visteon.

      Competition. Given the fragmented nature of the market, there are no competitors with significant market share. Our primary competitors are Intermet, Citation, Amcast and Grede.

      Manufacturing. We manufacture aluminum and iron knuckles, spindles and spindle assemblies, iron hub carriers and axle flanges at our facilities in Cadillac, Michigan, Southfield, Michigan, Montague, Michigan and Bristol, Indiana. Our factories utilize various materials and casting processes to produce to specific product requirements, including weight, performance, safety and cost.

Brake Components

      We design, manufacture and distribute automotive brake components consisting primarily of cast iron rotors for disc brakes and composite metal drums and full-cast drums for drum-type brakes. We use our technological superiority to develop innovative new component designs for products with decreased weight and an extended useful life, including aluminum composite rotors and drums. Our brake components are produced and sold in North America.

      Customers. Our primary customers for our automotive brake components include DaimlerChrysler, Ford, Nissan and Renault. In addition, we sell to other Tier I suppliers, such as Continental Teves, TRW, Visteon, Delphi Automotive and Bosch.

      Competition. Our principal competitors for the sale of automotive brake components are Delphi, TRW, Bosch, ADVICS and Rassini.

      Manufacturing. We have two automotive brake facilities in North America, located in Homer, Michigan, and Monterrey, Mexico. Engineering, research and development for our brake components operations is currently performed at our Ferndale, Michigan facility.

Powertrain Components

      We design, manufacture and distribute a variety of aluminum and polymers powertrain components, including engine intake manifolds, aluminum cylinder heads, water crossovers, water pumps, brackets and ductile iron exhaust manifolds. The polymer manifolds market is moving increasingly to welded technology. We believe we are well positioned to move into this market. Our powertrain and engine components are produced and sold in North America.

      Customers. We supply most of our powertrain components to Ford, DaimlerChrysler and General Motors. We also supply powertrain components to Nissan in North America and to other Tier 1 suppliers, such as Visteon and Delphi.

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      Competition. Our primary competitor in aluminum intake manifolds is Fort Wayne Foundry. The remainder of the market for aluminum intake manifolds is highly fragmented and comprises small independent suppliers. Key competitors in polymer intake manifolds include Siemens, Mann+Hummel, Montaplast, Delphi and Mark IV. Key competitors for exhaust manifolds include Wescast and Interact.

      Manufacturing. We have two powertrain component manufacturing facilities in North America, located in Wabash, Indiana, and Nuevo Laredo, Mexico. Engineering, research and development for our powertrain components operations is currently performed at our Ferndale, Michigan facility.

Commercial Highway Products

      We design, manufacture and distribute wheels and brakes for commercial highway vehicles in North America, Europe, South America and Asia.

      North America. We manufacture disc wheels and demountable rims for sale to manufacturers of commercial highway vehicles in North America. We also manufacture two-piece, take-apart wheels for certain special applications, including the High Mobility Multiple Purpose Wheeled Vehicle (the “Hummer”) produced by AM General Corporation. We manufacture brake components for commercial highway vehicles consisting of conventional cast iron brake drums and CentriFuse® brake drums.

      Customers. Our largest customers for commercial highway wheels and rims include Trailmobile, Monon, Strick and Great Dane Trailers, and our largest customers for commercial highway brake components include Freightliner, PACCAR and Volvo. Our commercial highway sales are to truck and trailer OEMs, original equipment servicers, and aftermarket distributors.

      Competition. Our principal competitors for the sale of commercial highway wheels and rims are Accuride and Alcoa. Our principal competitors for the sale of commercial highway hubs and drums are Gunite, Webb, ArvinMeritor and Conmet.

      Manufacturing. We have three manufacturing facilities in North America that produce components for the commercial highway market. These facilities are located in Akron, Ohio; Berea, Kentucky; and Mexico City, Mexico. Engineering, research and development for our commercial highway products operations is performed at our Northville, Michigan facility.

      Europe. We design, manufacture and distribute steel truck and trailer wheels for sale to manufacturers of commercial highway vehicles in Europe at our Königswinter, Germany facility. In addition, we produce wheels for the forklift truck market at our Ostrava, Czech Republic facility.

      Customers. Our principal customers for steel wheels for commercial highway vehicles are DaimlerChrysler, Renault and Volvo.

      Competition. Our principal competitors for the sale of commercial highway wheels in Europe are Michelin Kronprinz and Magnetto.

      Manufacturing. In Europe, we manufacture steel truck and trailer wheels at our highly automated Königswinter, Germany facility. At this facility, we produce a variety of wheels for commercial highway vehicles and perform engineering, research and development for our commercial highway products operations.

      South America and Asia. We design, manufacture and distribute steel truck and trailer wheels to OEMs in South America and Asia.

      Customers. Our principal customers for steel wheels for commercial highway vehicles in South America are Ford/ Volvo, DaimlerChrysler, Volkswagen and Randon. Our largest customers for steel wheels for commercial highway vehicles in Asia are Telco and Volvo.

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      Competition. Our principal competitor for the sale of commercial highway wheels in South America is FNV. Our principal competitor for the sale of commercial highway wheels in Asia is Wheels of India.

      Manufacturing. We manufacture steel truck and trailer wheels in South America at our Sao Paulo, Brazil facility and in Asia at our Pune, India facility. We also own a 25% interest in a joint venture in Turkey that produces commercial highway wheels.

Other Businesses

      We have aluminum operations in Europe that manufacture a variety of cast aluminum products, including heat exchangers used in gas-fired boilers, intake manifolds and aluminum housings for automotive and commercial vehicle applications, and a variety of aluminum products for the general industrial and electronics industries. The operations are owned by our subsidiary, called Metaalgieterij Giesen B.V. (“MGG”). MGG has three facilities, two of which are in the Netherlands and one of which is in Belgium.

Material Source and Supply

      Most of the raw materials (such as steel and aluminum) and semi-processed or finished items (such as castings) used in our products are purchased from suppliers located within the geographic regions of our operating units. In many cases, these materials are available from several qualified sources in quantities sufficient for our needs. However, shortages of a particular material or part occasionally occur. Import tariffs imposed on steel and volatility among our vendors may affect the overall availability of materials, and may be a risk factor for our operations.

      To minimize materials supply issues, we have taken steps to centralize our materials and logistics function. In addition, we have developed long-term multi-tiered materials sourcing strategies and new supply chain relationships to minimize costs. Although we currently maintain alternative sources for raw materials, our businesses are subject to the risk of price increases and periodic delays in the delivery of certain raw materials and supplies. For example, we have been affected by the rising cost of steel in Europe and the rising cost of natural gas. Some of our suppliers have sought, and others may seek in the future, bankruptcy relief which could affect the availability or price of raw materials or supplies.

Intellectual Property

      We consider ourselves to be a leader in both product and process technology, and, therefore, protection of intellectual property is important to our business. We own significant intellectual property, including numerous United States and foreign patents, trade secrets, trademarks and copyrights. Although our intellectual property is important to our business operations and in the aggregate constitutes a valuable asset, we do not believe that any single patent, trade secret, trademark or copyright, or group of patents, trade secrets, trademarks or copyrights is critical to the success of the business. Our policy is to seek statutory protection for all significant intellectual property embodied in patents, trademarks and copyrights. From time to time, we grant licenses under our patents and technology and receive licenses under patents and technology of others.

Research and Development

      Our objective is to be a leader in offering superior quality and technologically advanced products to our customers at competitive prices. We engage in ongoing engineering, research and development activities to improve the reliability, performance and cost-effectiveness of our existing products and to design and develop new products for existing and new applications. Our spending on engineering, research and development programs was $7.1 million in fiscal year 2002, $10.5 million in fiscal 2001, and $14.3 million in fiscal 2000.

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Seasonality

      Although our business is not seasonal in the traditional sense, July (in North America), August (in Europe) and December are usually lower sales months because OEMs typically perform model changeovers or take vacation shutdowns during the summer and assembly plants typically are closed for a period from shortly before the year-end holiday season until after New Year’s Day.

Backlog

      Generally, our products are not on a backlog status. Our products are produced from readily available materials, have a relatively short manufacturing cycle and have short customer lead times. Each operating unit maintains its own inventories and production schedules.

Environmental Compliance

      We, like most other manufacturing companies, are subject to and required from time to time to take action at our facilities to comply with federal, state, local and foreign laws and regulations relating to pollution control and protection of the environment. In this regard, we maintain an ongoing compliance program to anticipate and, if necessary, correct environmental problems. We periodically incur capital expenditures in order to upgrade our pollution control mechanisms and to comply with applicable laws. We have 24 facilities registered or recommended for registration under ISO 14001 and are working to obtain ISO 14001 Registration at all manufacturing facilities worldwide. We believe we are in material compliance with applicable federal, state, local and foreign laws and regulations relating to pollution control and protection of the environment. See “— Legal Proceedings” in this section.

Sales and Marketing

      We have a sales and marketing organization of dedicated customer teams that provide a consistent interface with our key customers. These teams are located in all major vehicle producing regions to best represent their respective customers’ interests within our organization, to promote customer programs and to coordinate global customer strategies with the goal of enhancing overall customer service and satisfaction. Our ability to support our customers globally is further enhanced by our broad global presence in terms of sales offices, manufacturing facilities, engineering/technical centers and joint ventures.

Employees

      At March 31, 2003, we had approximately 11,100 employees. Of our employees in the United States, approximately 5.8% are represented by either the United Auto Workers (“UAW”) or United Steel Workers (“USW”) unions. Collective bargaining agreements with the UAW or USW affecting these employees expire in 2003 and 2004. As is common in many European jurisdictions, substantially all of our employees in Europe are covered by country-wide collective bargaining agreements. These agreements expire at various times through 2003 and 2004. Additional agreements are often made with the facility Works Council on an individual basis covering miscellaneous topics of local concern. There are no Company-wide or industry-wide bargaining units in the United States. We consider our employee relations to be good.

International Operations

      We have our world headquarters in Northville, Michigan. We have a worldwide network of 43 facilities (plus three joint venture facilities) in the United States, Germany, Italy, Spain, the Netherlands, Belgium, the Czech Republic, Turkey, Brazil, South Africa, Mexico, Thailand and India. We also provide sales, engineering and customer service throughout the world. We have advanced research and development facilities in the United States, Germany, Belgium, Italy and Brazil and a sales and engineering office in Japan.

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      Net sales from our North American operations were $1,256.0 million in fiscal 2002, $1,253.6 million in fiscal 2001 and $1,422.7 million in fiscal 2000. Net sales from our operations outside of North America were $745.6 million in fiscal 2002, $785.5 million in fiscal 2001 and $745.5 million in fiscal 2000.

Properties

      Our world headquarters are located in Northville, Michigan. We operate 24 facilities in North America with approximately five million square feet in the aggregate. Within Europe, we operate 13 manufacturing facilities with approximately four million square feet in the aggregate. In South America, Asia and South Africa, we operate six facilities with approximately two million square feet in the aggregate. We believe that our plants are adequate and suitable for the manufacturing of products for the markets in which we sell. In addition to the operating facilities discussed above, we have five non-operating facilities in the United States and one in Thailand, which are currently held for sale.

      The following table summarizes our operating facilities.

				Approximate		Owned/
Location		Segment	Purpose	Size (sq. ft.)		Leased
North America
Northville, MI		Other	World Headquarters, R&D		160,000		Leased
Ferndale, MI		Components and Other	Technical Center, Offices		150,000		Owned
La Mirada, CA		Automotive Wheels	Manufacturing		260,000		Leased
Gainesville, GA		Automotive Wheels	Manufacturing		265,000		Owned
Huntington, IN		Automotive Wheels	Manufacturing		200,000		Owned
Howell, MI		Automotive Wheels	Manufacturing		150,000		Owned
Sedalia, MO		Automotive Wheels	Manufacturing		630,000		Owned
Berea, KY		Commercial Highway	Manufacturing		203,000		Owned
Akron, OH		Commercial Highway	Manufacturing		410,000		Owned
Mexico City, Mexico		Commercial Highway	Manufacturing		100,000		Owned
Chattanooga, TN		Commercial Highway	Manufacturing		106,000		Owned
Howell, MI		Commercial Highway	Warehouse		56,000		Leased
Dallas, TX		Commercial Highway	Warehouse		43,000		Leased
Southfield, MI		Components	Manufacturing		206,000		Owned
	(2 facilities)
Cadillac, MI		Components	Manufacturing		274,000		Owned
Montague, MI		Components	Manufacturing		225,000		Owned
Bristol, IN		Components	Manufacturing		380,000		Owned
Homer, MI		Components	Manufacturing		180,000		Owned
Monterrey, Mexico		Components	Manufacturing		88,000		Leased
Nuevo Laredo, Mexico		Components	Manufacturing		408,000		Owned
Laredo, TX		Components	Offices and Warehouse		10,000		Leased
Wabash, IN		Components	Manufacturing		165,000		Owned
AuGres, MI		Other	Manufacturing		41,000		Owned
Europe
Campiglione Fenile, Italy		Automotive Wheels	Manufacturing		143,000		Leased
Barcelona, Spain		Automotive Wheels	Manufacturing		105,000		Owned
Hoboken, Belgium		Automotive Wheels	Manufacturing		486,000		Owned
	(2 facilities)	and Components
Dello, Italy		Automotive Wheels	Manufacturing		247,000		Owned

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						Approximate		Owned/
Location		Segment		Purpose		Size (sq. ft.)		Leased
Ostrava, Czech Republic			Automotive Wheels		Manufacturing		1,082,000		Owned
	(2 facilities)
Manresa, Spain			Automotive Wheels		Manufacturing		357,000		Owned
Manisa, Turkey			Automotive Wheels		Manufacturing		132,000		Owned
Königswinter, Germany			Automotive Wheels		Manufacturing		1,490,000		Owned
	(2 facilities)
Bergen, Netherlands			Components		Manufacturing		75,000		Owned
Tegelen, Netherlands			Components		Manufacturing		291,000		Owned
Rest of the World
Sao Paulo, Brazil			Automotive Wheels		Manufacturing		866,000		Owned
	(2 facilities)
Johannesburg, S. Africa			Automotive Wheels		Manufacturing		269,000		Owned
Pune, India			Automotive Wheels		Manufacturing		305,000		Leased
Bangkok, Thailand			Automotive Wheels		Manufacturing		158,000		Leased
Yokohama, Japan			Automotive Wheels		Sales Office		3,000		Leased

Legal Proceedings

      On February 19, 2002, we issued restated consolidated financial statements as of and for the fiscal years ended January 31, 2001 and 2000, and related quarterly periods, and for the fiscal quarter ended April 30, 2001. The restatement was the result of our failure to properly apply certain accounting standards generally accepted in the United States, and because certain accounting errors and irregularities in our financial statements were identified. We have been advised that the SEC is conducting an investigation into the facts and circumstances giving rise to the restatements. We have been and intend to continue cooperating with the SEC by providing requested documents and cooperating with depositions of our employees. We cannot predict the outcome of the investigation.

      On December 5, 2001, the Debtors filed voluntary petitions for reorganization relief under Chapter 11 of the Bankruptcy Code. These petitions were filed in the U.S. Bankruptcy Court for the District of Delaware, and were jointly administered pursuant to an order of the Bankruptcy Court under Case No. 01-11490-MFW. See “The Bankruptcy Case” for a more detailed description of our Chapter 11 bankruptcy proceedings.

      On May 3, 2002, a group of purported purchasers of our bonds commenced a putative class action lawsuit against thirteen of our present or former directors and officers (but not us) and KPMG LLP, our independent auditor, in the U.S. District Court for the Eastern District of Michigan. The complaint seeks damages for an alleged class of persons who purchased our bonds between June 3, 1999 and September 5, 2001 and claim to have been injured because they relied on our allegedly materially false and misleading financial statements. On June 27, 2002, the plaintiffs filed an amended class action complaint adding CIBC World Markets Corp. and Credit Suisse First Boston Corporation, underwriters for certain bonds issued by us, as defendants. These claims were not discharged upon the effectiveness of the Plan of Reorganization because they are against our present and former directors and officers and KPMG LLP, and not against us.

      Additionally, before the date we commenced our Chapter 11 Bankruptcy case, four other putative class actions were filed in the U.S. District Court for the Eastern District of Michigan against us and certain of our directors and officers, on behalf of a class of purchasers of our common stock from June 3, 1999 to December 13, 2001, based on similar allegations of securities fraud. These claims, as against us, but not as against our directors and officers, were discharged upon the effectiveness of the Plan of Reorganization. On May 10, 2002, the plaintiffs filed a consolidated and amended class action complaint seeking damages against our present and former officers and directors (but not us) and KPMG.

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      On June 13, 2002, we filed an adversary complaint and motion for a preliminary injunction in the Bankruptcy Court requesting the Court to stay the class action litigation commenced by the bond purchasers and equity purchasers. Additionally, on July 25, 2002, we filed with the Bankruptcy Court a motion to lift the automatic stay in the Chapter 11 Filings to allow the insurance company that provides officer and director liability insurance to us to pay the defense costs of our present and former officers and directors in such litigation. The Bankruptcy Court has since entered an order permitting the insurance company to pay up to $500,000 in defense costs incurred by our present and former officers and directors in the litigation subject to certain conditions, which amount has subsequently been increased to $800,000 pursuant to further authority in the order. We have withdrawn our motion for a preliminary injunction.

      During the pendency of our Chapter 11 cases, we took action to terminate certain marketing and support services, technology license and technical assistance, and shareholders agreements (the “Agreements”) relating to our 40% interest in Hayes Wheels de Mexico, S.A. de C.V., a Mexican corporation manufacturing aluminum and steel wheels (“HW de Mexico”). In the event that such termination is not effective for any reason, we have also filed a protective motion with the Bankruptcy Court seeking to reject the Agreements. DESC Automotriz, S.A. de C.V. (the 60% owner of HW-Mexico) (“DESC”), HW de Mexico, and Hayes Wheels Aluminio, S.A. de C.V. (a subsidiary of HW de Mexico) have asserted administrative expense claims against us in an amount not less than $20.6 million relating to allegedly improper actions taken by us with respect to HW de Mexico and certain of the Agreements during the Chapter 11 cases. As part of the resolution of its objection to confirmation of the Plan of Reorganization, we have agreed with DESC that if, following our emergence from Chapter 11, either we or Hayes Lemmerz International-Mexico, Inc. is found liable on these claims and such claims are entitled to administrative expense claim status, we will pay such liabilities in full in cash in the amount determined by the court to be entitled to administrative expense claim status. We are presently in discussions with DESC regarding a resolution of these claims; however, there can be no assurance that such discussions will result in a resolution of this dispute or what the terms of any resolution may be.

      We are the defendant in a patent infringement matter filed in 1997 in the United States District Court, Eastern District of Michigan. Lacks Incorporated (“Lacks”) alleged that we infringed on three patents held by Lacks relating to chrome-plated plastic cladding for steel wheels. Prior to fiscal 2000, the Federal District Court dismissed all claims relating to two of the three patents that Lacks claimed were infringed and dismissed many of the claims relating to the third patent. The remaining claims relating to the third patent were submitted to a special master. In January 2001, the special master issued a report finding that Lacks’ third patent was invalid, and recommending that Lacks’ remaining claims be dismissed, the trial court accepted these recommendations. Lacks appealed this matter to the Federal Circuit Court. The Federal Circuit Court vacated the trial court’s ruling that the third patent was invalid and remanded the matter back to the trial court for further proceedings. In addition to our defenses in the lawsuit, we have certain rights of indemnification against a co-defendant in the matter that supplied the allegedly infringing products to us. If it is ultimately determined that the third patent is valid and we are unable to collect on the indemnification rights, it may have an adverse impact on us.

      We were party to a license agreement with Kuhl Wheels, LLC (“Kuhl”), whereby Kuhl granted us an exclusive patent license concerning “high vent” steel wheel technology known as the Kuhl Wheel, which agreement was terminated as of January 10, 2003 pursuant to a stipulation between us and Kuhl entered in connection with our bankruptcy proceeding. The original license agreement (as amended, the “License Agreement”), dated May 11, 1999, granted us a non-exclusive license for the Kuhl Wheel technology. The License Agreement was subsequently amended to provide us with an exclusive worldwide license. On January 14, 2003, we filed a Complaint for Declaratory and Injunctive Relief against Kuhl and its affiliate, Epilogics Group, in the U.S. District Court for the Eastern District of Michigan. We commenced such action seeking a declaration of noninfringement of two U.S. patents and injunctive relief to prevent Epilogics Group and Kuhl from asserting claims of patent infringement against us, and disclosing and using our technologies, trade secrets and confidential information to develop, market, license, manufacture or sell automotive wheels. Kuhl and Epilogics Group have filed a motion to dismiss our complaint. We are unable to predict the outcome of this litigation at this time. However, if we are not successful in such litigation, it may have an adverse impact on us.

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      In the ordinary course of our business, we are a party to other judicial and administrative proceedings involving our operations and products, which may include allegations as to employment practices and manufacturing quality, design and safety. After reviewing the proceedings that are currently pending (including the probable outcomes, reasonably anticipated costs and expenses, availability and limits of insurance rights under indemnification agreements and established reserves for uninsured liabilities), we believe that the outcome of these proceedings will not have a material adverse effect on the financial condition or ongoing results of our operations.

      Under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), we currently have potential environmental liability arising out of both our wheel and non-wheel businesses at 17 Superfund sites (the “Sites”). Five of the Sites were related to the operations of Motor Wheel Corporation prior to the divestiture of that business by The Goodyear Tire & Rubber Co. (“Goodyear”). In connection with the 1986 purchase of Motor Wheel by MWC Holdings, Inc. (“Holdings”), Goodyear agreed to retain all liabilities relating to these Sites and to indemnify and hold Holdings harmless with respect thereto. Goodyear has acknowledged this responsibility and is presently representing our interests with respect to all matters relating to these five Sites.

      As a result of activities which took place at our Howell, Michigan facility prior to our acquisition of it, the U.S. Environmental Protection Agency (the “EPA”) is performing, under CERCLA, a remedial investigation/feasibility study of PCB contamination at this Site, and in the adjacent South Branch of the Shiawasee River. Under the terms of a consent judgment entered into in 1981 by Cast Forge, Inc. (“Cast Forge”) (the previous owner of this Site) and the State of Michigan, any additional PCB cleanup which may be required is the financial responsibility of the State of Michigan, and not of Cast Forge or its successors or assigns (including us). The EPA has concurred in the consent judgment.

      We are working with various government agencies and the other parties identified by the applicable agency as “potentially responsible parties” to resolve our liability with respect to seven Sites. Our potential liability at each of these Sites is not currently anticipated to be material.

      We have potential environmental liability at the four remaining Sites arising out of businesses presently operated by Kelsey-Hayes. Kelsey-Hayes has assumed and agreed to indemnify us with respect to any liabilities associated with these Sites. Kelsey-Hayes has acknowledged this responsibility and is presently representing our interests with respect to these Sites.

      Kelsey-Hayes, and, in certain cases, we, may remain liable with respect to environmental cleanup costs in connection with certain divested businesses, relating to aerospace, heavy-duty truck components and farm implements, under Federal and state laws and under agreements with purchasers of these divested businesses. We believe, however, that such costs in the aggregate will not have a material adverse effect on our consolidated operations or financial condition and, in any event, Kelsey-Hayes has assumed and agreed to indemnify us with respect to any liabilities arising out of or associated with these divested businesses.

      In addition to the Sites, we also have potential environmental liability at two state-listed sites in Michigan and one in California. Of the Michigan sites, one is covered under the indemnification agreement with Goodyear described above. We are presently working with the Michigan Department of Environmental Quality to resolve our liability with respect to the second Michigan site, for which no significant costs are anticipated. The California site is a former wheel manufacturing site operated by Kelsey-Hayes in the early 1980’s. We are working with two other responsible parties and with the State of California on investigation and remediation of this site.

      In addition to the foregoing, we are involved in various claims and lawsuits incidental to the conduct of our business in the ordinary course. We carry insurance coverage in such amounts in excess of our self-insured retention, as we believe to be reasonable under the circumstances and which may or may not cover any or all of our liabilities in respect of claims and lawsuits. We do not believe that the ultimate resolution of these matters will have a material adverse impact on our financial position or operating results.

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THE BANKRUPTCY CASE

      On December 5, 2001, Hayes, 30 of our wholly owned domestic subsidiaries and one of our wholly owned Mexican subsidiaries filed voluntary petitions under Chapter 11 of the Bankruptcy Code with the Bankruptcy Court (the “Chapter 11 Filings”).

Comprehensive Restructuring Plan

      Since the Board of Directors appointed Mr. Clawson as President and Chief Executive Officer and throughout the course of the bankruptcy cases, we have developed and implemented a comprehensive restructuring plan that has substantially improved operating performance. Major initiatives include: (i) rationalizing manufacturing capacity, thereby reducing fixed costs; (ii) implementing operational improvements at the plant level focusing on lean manufacturing, thereby reducing variable costs; (iii) enhancing the leadership team and restructuring the role of the corporate center; (iv) increasing oversight over the corporate, business unit and plant level finance function, thereby improving reliability of reported financial results; (v) divesting certain non-core assets; and (vi) since filing for bankruptcy protection, rejecting and/or renegotiating unfavorable executory contracts and leases.

      These significant changes to our cost structure resulted in a substantial turnaround in financial performance, demonstrated by an improvement in gross margin from approximately 6.5% in fiscal 2001 to 10% in fiscal 2002. We achieved this improvement in operating performance while substantially preserving our revenue stream.

The Plan of Reorganization

      On April 9, 2003, we filed our Plan of Reorganization. On May 12, 2003, the Bankruptcy Court issued an order confirming our Plan of Reorganization that has become a final, non-appealable order. The Plan of Reorganization became effective on June 3, 2003, simultaneous with the consummation of the offering of the Old Notes.

      The Plan of Reorganization constituted a separate plan of reorganization for each of the 27 Debtors proposing the Plan of Reorganization (the “Reorganized Debtors”). On the Effective Date and at certain times thereafter, the Reorganized Debtors distributed cash, securities and other property to or for the benefit of holders of certain classes of claims as provided in the Plan of Reorganization. The Plan of Reorganization also provided for payment of certain expenses related to our operation during the pendency of our bankruptcy cases and of expenses incurred in connection with our restructuring pursuant to the Plan of Reorganization and for us entering into the New Credit Facility.

      Under the Plan of Reorganization, we:

•  formed a new holding company;

•  merged Hayes with and into HLI;

•  cancelled all existing securities of Hayes, including its common stock, options and warrants;

•  issued the Old Notes and entered into the New Credit Facility and applied the net proceeds of the Old Notes and the initial $450.0 million borrowings under the New Credit Facility, as described in the “Use of Proceeds” section of this prospectus; and

•  satisfied certain claims and expenses, including (i) a cash payment of $477.3 million, to the holders of secured claims under the Prepetition Credit Agreement, 15,930,000 shares of New Common Stock (53.1% of the outstanding New Common Stock immediately following effectiveness of the Plan of Reorganization) and 53,100 shares of New Preferred Stock (53.1% of the outstanding New Preferred Stock immediately following effectiveness of the Plan or Reorganization), (ii) a cash payment of approximately $13 million to the holders of claims arising under our Old Senior Notes 13,470,000 shares of New Common Stock (44.9% of the outstanding New Common Stock immediately following effectiveness of the Plan of Reorganization), 44,900 shares of New Preferred

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Stock (44.9% of the New Preferred Stock immediately following effectiveness of the Plan of Reorganization) and a portion of the distributions under the Creditors’ Trust, (iii) a distribution to holders of our Old Subordinated Notes of the Series A Warrants, and (iv) a distribution for the benefit of the holders of unsecured claims in an aggregate amount of 600,000 shares of New Common Stock (2% of the outstanding New Common Stock immediately following effectiveness of the Plan of Reorganization), 2,000 shares of New Preferred Stock (2% of the New Preferred Stock immediately following the Plan of Reorganization), the Series B Warrants and a portion of the distributions under the Creditors’ Trust.

      On the Effective Date, 600,000 shares of New Common Stock, representing 2% of the issued and outstanding New Common Stock, were issued to the disbursing agent under the Plan of Reorganization for distribution to certain holders of general unsecured claims pursuant to the terms of the Plan. The timing of the distribution of these shares by the disbursing agent depends on a number of factors, including the resolution of disputed general unsecured claims. We are continuing our efforts to resolve and liquidate all general unsecured claims, however, until more of the disputed general unsecured claims are resolved and liquidated, the disbursing agent will be unable to distribute the 600,000 shares of New Common Stock to the general unsecured creditors in accordance with the Plan.

      As a result of the consummation of the Plan of Reorganization, we are operating our businesses with a reduced level of debt and operating expenses. The New Common Stock of Holdco was distributed to or for the benefit of certain of the holders of allowed claims as described above, subject to dilution as a result of exercise of the Series A Warrants and Series B Warrants and to the grant of certain shares and options to be issued to management.

      The foregoing description of certain material terms of the Plan of Reorganization is subject to, and qualified in its entirety by, reference to the detailed provisions of the Plan of Reorganization, which is filed as an exhibit to the registration statement of which this prospectus forms a part and is incorporated herein by reference.

Other Information

      Events Leading to the Commencement of the Chapter 11 Filings. During the few years preceding the Chapter 11 Filings, we had been negatively impacted by a number of developments that affected our ability to service our debt. In the years leading up to the petition date, our debt increased from approximately $700 million in January 1997 to approximately $2 billion on the date we filed for bankruptcy relief. Meanwhile, domestic auto parts manufacturers came under increasing pressure from OEM customers to reduce prices and to provide engineering, design, testing and other services as well as just-in-time inventory provisioning, thereby shifting significant costs and production risks to the suppliers.

      Our financial situation worsened late in the third quarter of 2001 by problems resulting from our restatement of earnings due to the discovery of certain accounting errors and irregularities. On September 5 and December 13, 2001, we announced that we would restate our consolidated financial statements included in our filings with the SEC as of and for the fiscal years ended January 31, 2001 and 2000, and related quarterly periods, and for the fiscal quarter ended April 30, 2001 because we failed in certain instances to properly apply GAAP, and because certain accounting errors and irregularities in our financial statements were identified. We also advised the public that the accompanying independent auditors’ reports regarding fiscal 2000 and 1999 consolidated financial statements should not be relied upon.

      As a result of the restatement and the subsequent postponement of the release of any additional financial reporting including our imminent Form 10-Q, we were unable to access additional availability under our Prepetition Credit Agreement. In addition, our debt rating was downgraded by the major rating agencies in June 2001, which effectively precluded us from accessing other alternative financing sources to fund operations and resulted in tighter credit terms from suppliers. Faced with dwindling cash balances, limited access to additional sources of liquidity and scheduled bond interest payments in December 2001 and January 2002 of approximately $57 million, we sought bankruptcy court protection in order to stay our

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creditors and to provide access to additional liquidity in the form of a super-priority debtor-in-possession financing facility. On December 17, 2001, we entered into the DIP Facility.

      Following the commencement of an internal review of our accounting records and procedures and an investigation initiated by the Audit Committee of our Board of Directors in connection with the restatement process (the “Audit Committee Investigation”), we initiated a significant restructuring that included, among other things: (a) a new management team under the leadership of a new chief executive officer and the hiring of a new chief financial officer (initially an interim chief financial officer); (b) a number of key operating initiatives including an ongoing process to rationalize our manufacturing capacity on a global basis; and (c) the Chapter 11 Filings.

      These activities, while critical to our restructuring, complicate our ability to assess the overall effectiveness of (a) disclosure controls and procedures, as defined in Exchange Act Rules 13a-14 and 15d-14 (the “Disclosure Controls and Procedures”), and (b) internal controls, including those internal controls and procedures for financial reporting (the “Internal Controls”). These activities also complicate our ability to implement certain improvements to our disclosure controls and procedures and internal controls. As a result, we will continue to be subjected to a number of risks relating to these controls that are inherent in our transition following emergence from Chapter 11.

      Since the inception of the restatement process and Audit Committee Investigation, we have made a number of significant changes that strengthened our Disclosure Controls and Procedures and Internal Controls. These changes included, but were not necessarily limited to, (a) communicating clearly and consistently a tone from new senior management regarding the proper conduct in these matters, (b) terminating or reassigning key managers, (c) hiring (or retaining on an interim basis) in addition to the chief financial officer position noted above, a new chief accounting officer, a new chief information officer, and several new experienced business unit controllers, (d) strengthening the North American financial management organizational reporting chain, (e) requiring stricter account reconciliation standards, (f) establishing an anonymous “TIPLINE” monitored by our general counsel, (g) updating and expanding the distribution of our business conduct questionnaire, (h) conducting more face-to-face quarterly financial reviews with business unit management, (i) requiring quarterly as well as annual plant and business unit written representations, (j) expanding the financial accounting procedures in the current year internal audit plan, (k) temporarily supplementing our existing staff with additional contractor-based support to collect and analyze information necessary to prepare our financial statements, related disclosures and other information requirements contained in our SEC periodic reporting until we implement changes to the current organization and staffing, and (l) commencing a comprehensive, team-based process to further assess and enhance the efficiency and effectiveness of our financial processes, including support efforts that better integrate current and evolving financial information system initiatives, and addressing any remaining critical weaknesses, including any reported by our internal audit function and independent public accountants.

      As more fully discussed in the American Institute of Certified Public Accountants (“AICPA”) auditing standards pronouncement “Consideration Of Internal Control in a Financial Statement Audit,” AU Section 319, paragraphs .21 to .24, an internal control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control objectives will be met. Limitations inherent in any system of internal controls might include, among other things, (i) faulty human judgment and simple errors or mistakes, (ii) collusion of two or more people or inappropriate management override of procedures, (iii) imprecision in estimating and judging cost-benefit relationships in designing controls and (iv) reductions in the effectiveness of one deterring component (such as a strong cultural and governance environment) by a conflicting component (such as may be found in certain management incentive plans).

      HLI, including its Chief Executive Officer and Chief Financial Officer, believes that the aforementioned limitations apply to any applicable system of internal controls, including the Disclosure Controls and Procedures and Internal Controls. We will continue the process of identifying and implementing corrective actions where required to improve the effectiveness of our Disclosure Controls and Procedures and Internal

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Controls. Significant supplemental resources will continue to be required to prepare the required financial and other information during this process. The changes made to date as discussed above have enabled us to restate our previous filings where required, as well as subsequently prepare and file the remainder of the required periodic reports for fiscal 2001, 2002 and 2003 on a timely basis.

      Fresh-Start Accounting. Upon emergence from bankruptcy and completion of the restructuring, we implemented fresh-start accounting. Under fresh-start accounting, a new reporting entity is considered to be created and our reorganization value will be allocated to our assets based on, and our assets’ recorded values will be adjusted to reflect, their estimated fair values at the date fresh-start accounting is applied. Any portion of our reorganization value not attributable to specific assets will be an indefinite-lived intangible asset referred to as “reorganization value in excess of value of identifiable assets” and reported as goodwill. As a result of adopting fresh-start accounting and emerging from bankruptcy, historical financial information may not be comparable with financial information for those periods after emergence from bankruptcy.

      Restructuring Transactions. In connection with our emergence from bankruptcy, Holdco was formed as a new holding company. Holdco then formed a direct wholly-owned subsidiary, HLI Parent Company, Inc. (“HLI Parent Co.”), which formed HLI as a wholly-owned subsidiary. Holdco contributed New Common Stock, Series A Warrants and Series B Warrants to HLI. On the Effective Date, Hayes merged with and into HLI, with HLI surviving. HLI distributed cash, New Common Stock, Series A Warrants, Series B Warrants, and New Preferred Stock to or for the benefit of holders of allowed claims in exchange for their allowed claims as described above under “— The Plan of Reorganization”. To realize certain tax and other efficiencies, we also underwent certain other restructurings in connection with the effectiveness of the Plan of Reorganization.

      New Credit Facility. Upon emergence from bankruptcy, we entered into a credit agreement with Citicorp North America, Inc. and Lehman Brothers Inc., providing for a senior credit facility for up to $550 million secured by substantially all of Holdco’s and its domestic subsidiaries’ real and personal property. See the “Description of Material Debt — New Credit Facility” section of this prospectus for a further description of the New Credit Facility.

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MANAGEMENT

Directors and Executive Officers Following the Reorganization

      The following table sets out the names and ages of each of the current executive officers of the Company and directors of Holdco and their positions, followed by a description of their business experience during the past five years. All positions shown are with the Company or its subsidiaries unless otherwise indicated. All executive officers are elected by the Board of Directors and serve at its pleasure. There are no family relationships among any of the executive officers, and there is no arrangement or understanding between any of the executive officers and any other person pursuant to which he was selected as an officer. Unless otherwise indicated, each individual below is a U.S. citizen and the business address of each individual is: 15300 Centennial Drive, Northville, Michigan 48167.

Name	Age		Position
Curtis J. Clawson		43	President, Chief Executive Officer and Chairman of the Board
James A. Yost		54	Vice President, Finance and Chief Financial Officer
Patrick C. Cauley		43	General Counsel and Secretary
Brian J. O’Loughlin		47	Vice President — Information Technology and Chief Information Officer
James L. Stegemiller		52	Vice President — President, North American Wheels
Scott T. Harrison		38	Vice President — President, Suspension Components
Giancarlo Dallera		56	Vice President — President, European Wheels
Daniel M. Sandberg		44	Vice President — President, Automotive Brake Components and Powertrain Components
Fred Bentley		38	Vice President — President-Elect European Wheels
Edward W. Kopkowski		41	Vice President — President, Commercial Highway and Aftermarket Services
John A. Salvette		47	Vice President — Business Development
Michael J. Edie		54	Vice President — Materials and Logistics
Larry Karenko		53	Vice President — Human Resources and Administration
Laurence Berg		37	Director
Steve Martinez		34	Director
William H. Cunningham		59	Director
Henry D.G. Wallace		57	Director
Richard F. Wallman		52	Director
George T. Haymaker, Jr.		65	Director

      Curtis J. Clawson, President, Chief Executive Officer and Chairman of the Board, has held such positions since August 2001 (President and Chief Executive Officer) and September 2001 (Chairman). Most recently, from 1999 to July 2000, Mr. Clawson was President and Chief Operating Officer of American National Can, a $2.5 billion NYSE traded manufacturing company. Mr. Clawson has 11 years of experience in the automotive industry. He began his career in automotive-related businesses at Arvin Industries where he spent 9 years, from 1986 to 1995, including: (i) a position as General Manager of the business unit that supplied Arvin exhaust products; (ii) tenures in sales and marketing; and (iii) tenures in production and plant management. From 1995 until the time that he joined American National Can, Mr. Clawson worked for Allied Signal, Inc. as President of Allied’s Filters (Fram) and Spark Plugs

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(Autolite) Group, a $500 million automotive components business, and then President of Allied’s Laminate Systems Group. Mr. Clawson earned his Bachelor of Science and Bachelor of Arts degrees from Purdue University and a Master’s of Business Administration from Harvard Business School. He is fluent in Spanish and French.

      James A. Yost, Vice President, Finance and Chief Financial Officer, joined the Company in 2002, after retiring from Ford Motor Company in 2001 where he most recently served as Vice President of Corporate Strategy. He also held positions as Vice President and Chief Information Officer, Executive Director of Corporate Finance, General Auditor and Executive Director of Finance Process and Systems Development, Finance Director of Ford Europe and Controller of Autolatina (South America) during his 27-year career. Mr. Yost graduated with a Bachelor of Engineering Science degree in Computer Science from the Johns Hopkins University in Baltimore, Maryland. He also received a Master’s of Business Administration in Finance from the University of Chicago.

      Patrick C. Cauley, General Counsel and Secretary, previously served as Assistant General Counsel. Prior to joining the Company in 1999, Mr. Cauley served as a partner at the Detroit-based law firm of Bodman, Longley & Dahling LLP, where he engaged in all aspects of corporate practice, including mergers and acquisitions, commercial lending and financing, tax and real estate transactions. Mr. Cauley earned his Bachelor of Science degree in Business Administration, with a major in Accounting and his Juris Doctor degree from the University of Michigan. Mr. Cauley is also a Certified Public Accountant.

      Brian J. O’Loughlin, Chief Information Officer, joined the Company in 2002 from Revlon, Inc., where he served as Chief Information Officer. In this position, Mr. O’Loughlin was responsible for building Revlon’s global Information Technology (“IT”) function comprising 240 professionals across 18 countries. He oversaw a major IT reorganization that introduced a centralized infrastructure based on technical standards, reliable architecture, and high levels of customer support. While serving as Chief Information Officer at Revlon, Mr. O’Loughlin created a unified support structure for a diverse IT environment. In earlier positions at Revlon, Mr. O’Loughlin worked as a Vice President of Applications Development, Director of Systems & Programming and a Project Manager. Prior to Revlon, he spent four years in the industry as a consultant. Mr. O’Loughlin has also held information systems management positions with Congoleum Corporation and A.M. International. Mr. O’Loughlin holds a Bachelor of Science degree in Business Administration from Ramapo College in New Jersey.

      James L. Stegemiller, Vice President — President, North American Wheels, joined the Company to lead the North American Wheels Business Unit that was recently formed by consolidating the Company’s North American Fabricated and Cast Wheels Business Units into one business. Prior to joining the Company, Mr. Stegemiller was the Vice President of Worldwide Operations of Arvin Meritor with responsibilities for all manufacturing operations within the Exhaust Systems business. Mr. Stegemiller earned his Bachelor of Science degree in Business Economics from The Purdue University School of Industrial Management and has completed the Executive Program at Indiana University. Mr. Stegemiller has 27 years of direct experience in the automotive industry.

      Scott T. Harrison, Vice President — President, Suspension Components, joined the Company from Fisher Scientific, Inc. where he was most recently a Vice President and General Manager of the Lab Equipment Group. Prior to joining Fisher Scientific, Mr. Harrison held various positions of increasing responsibility at General Motor’s Delco Chassis Division, at Arvin Industries and at Allied Signal. At Allied Signal, Mr. Harrison directed the Six Sigma program in the Filters and Spark Plugs Strategic Business Unit and was later responsible for global spark plug (Autolite) manufacturing. Mr. Harrison has a strong record of lean implementation, productivity improvement and team building. He holds a Bachelor of Science degree in Electrical Engineering from Ohio State University and a Master’s of Science degree in Electrical Engineering from the University of Dayton, Ohio. Mr. Harrison has 12 years of direct experience in the automotive industry.

      Giancarlo Dallera, Vice President — President, European Wheels, began his career as a sales manager at the Fiat Group’s Foundry Division. Subsequent to that, he spent 13 years as General Manager of F.P.S., a wheel manufacturer based in Dello, Italy. When Kelsey-Hayes purchased F.P.S. in 1985, Mr. Dallera

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joined the Company as President of the European Cast Wheels operations. In 1996, Mr. Dallera assumed management responsibilities of the Company’s Autokola joint venture in the Czech Republic in addition to continued management responsibilities of the Italian and Spanish operations. During fiscal 2002, Mr. Dallera took over control of combined operations of the European Fabricated Wheels and European Aluminum Wheels businesses under the European Wheels business unit. Mr. Dallera has 30 years of direct experience in the automotive industry. Mr. Dallera is an Italian citizen.

      Daniel M. Sandberg, Vice President — President, Powertrain and Brakes, was appointed President of Brakes in February 1999; and Powertrain in October 2001. Mr. Sandberg joined the Company in April 1994 as Vice President, General Counsel and Secretary. From 1996 to 1999, he served as Vice President of International Operations, General Counsel and Secretary. At the time, in addition to the Company’s legal function, he was responsible for developing a divestiture and/or acquisition strategy for all of the Company’s minority owned joint ventures. He received his Bachelor of Arts degree in Economics and his Juris Doctor degree from the University of Michigan.

      Fred Bentley, Vice President — President-Elect European Wheels, a Six Sigma Black Belt, has a solid background of operations, lean manufacturing and engineering. Prior to joining the Company, he was Managing Director for Honeywell’s Holts European and South Africa automotive after-market operations and served as Plant Manager of Honeywell International. Prior to that, Mr. Bentley was Heavy Duty Filter (FRAM) General Manager for Honeywell’s operations in Greenville, Ohio and Clearfield, Utah. Before joining Honeywell in 1995, Mr. Bentley worked in various capacities at Frito Lay, Inc. (PepsiCo) for a total of eight years. Mr. Bentley earned his Bachelor of Science degree in Industrial Engineering from the University of Cincinnati, Ohio, and a Master’s of Business Administration from the University of Phoenix. Mr. Bentley has six years of direct experience in the automotive industry.

      Edward W. Kopkowski, Vice President — President, Commercial Highway and Aftermarket Services, served immediately prior to joining the Company as Founder and President of Kopko Associates, Ltd., a consulting firm offering corporate clients guidance in the deployment and use of world class operational improvement methods. Prior to that time, he was Vice President of Modular Products and Operating Excellence at Pilkington PLC (formerly Libbey-Owens-Ford) in Toledo, Ohio. Additionally, Mr. Kopkowski was Plant Manager at Bosch Braking Systems machining and assembly plant in Ashland, Ohio. Before that, he successfully served in a variety of management roles in operations and engineering, at AlliedSignal Braking Systems and, earlier in his career, Bendix Automotive Brake Systems, in both South Bend, Indiana and St. Joseph, Michigan. Mr. Kopkowski received his Bachelor of Science in Mechanical Engineering from Purdue University, in Indiana, and his Master’s of Arts degree in Management from Nazareth College in Kalamazoo, Michigan. He is also a licensed Professional Engineer in the State of Michigan and an ASQ Certified Quality Engineer.

      John A. Salvette, Vice President — Business Development, is responsible for the Metaalgieterij Giesen (MGG) and the Equipment and Engineering Divisions and is in charge of directing the Company’s Corporate Strategy. After serving in various financial positions with Rockwell International’s Automotive Operations in Winchester, Kentucky and serving as Vice President and Chief Financial Officer of Stahl Manufacturing, an automotive supplier in Redford, Michigan, Mr. Salvette joined Kelsey-Hayes in 1990 as Controller for the North American Aluminum Wheel Business Unit. From May 1993 to January 1995, Mr. Salvette served as Director of Investor Relations and Business Planning and, from February 1995 to June 1997, as Corporate Treasurer to the Company. From July 1997 to January 1999, Mr. Salvette was Group Vice President of Finance of Hayes Lemmerz Europe. Following the acquisition of CMI International in February 1999, Mr. Salvette was appointed Vice President of Finance, Cast Components Group. Mr. Salvette received a Bachelor degree in Economics from the University of Michigan in 1977 and a Master’s of Business Administration from the University of Chicago in 1979.

      Michael J. Edie, Vice President — Materials and Logistics, came to his position with over 25 years experience. Prior to joining the Company, Mr. Edie served as a consultant for two years in various capacities. His experience spans multiple disciplines, including business process reengineering, international and domestic logistics, and creating and managing customized supply chain management solutions.

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Mr. Edie started his career with Eastman Kodak Company, holding a number of management positions including Vice President of U.S. and Canada Distribution and Supply; and Regional Senior Vice President of U.S. and Canada Marketing Services and Support. He also spent six years at Revlon, Inc. and held a top post as Senior Vice President of Distribution and Customer Logistics. Mr. Edie holds a Bachelor of Arts degree from St. John Fisher College in Rochester, New York and has completed Executive Development Programs in Logistics and Transportation, Human Resources and Management.

      Larry Karenko, Vice President — Human Resources and Administration, is responsible for worldwide Public Relations, Communication and Advertising, Philanthropy, Corporate Risk, Health, Safety and Environmental, Corporate Travel, and Fleet Administration. Mr. Karenko joined the Company in 1994 as Corporate Vice President of Human Resources and became Vice President of Human Resources and Administration after the acquisition of CMI, in February 1999. Prior to joining the Company, Mr. Karenko held the lead human resources position in the Powertrain Products Group and the Chassis Products Group at Federal Mogul, Inc., where he worked from 1979 to 1994. Before that, Mr. Karenko served as an employment representative and a wage and salary analyst at Newport News Shipbuilding and, also, personnel manager for Kal-Equipment Corporation in Otsego, Michigan, a manufacturer of automotive test equipment. Mr. Karenko received a Bachelor of Science degree in Labor and Industrial Relations from Michigan State University.

      Laurence Berg, Director, is a Senior Partner with Apollo Management which, together with its affiliates, serves as managing general partner of the Apollo Investment Funds. Prior to 1992, Mr. Berg was a member of the Mergers and Acquisitions Department of Drexel Burnham Lambert Incorporated. Mr. Berg is a director of Sylvan Learning Systems, AMC Entertainment, Inc., Resolution Performance Products and Rent-A-Center Inc. Mr. Berg received his MBA from the Harvard Business School and received his BS in Economics from the University of Pennsylvania’s Wharton School of Business.

      Steve Martinez, Director, is a Principal at Apollo Management, L.P., primarily responsible for investments in the Automotive and General Industrial sectors. Prior to joining Apollo, Mr. Martinez was employed by Goldman, Sachs & Co. in its Mergers & Acquisitions group. Mr. Martinez received an MBA from the Harvard Business School and a BA and BS from the University of Pennsylvania and the Wharton School of Business, respectively, graduating Magna Cum Laude.

      William H. Cunningham, Director, has been a Professor of Marketing at the University of Texas at Austin since 1979. Mr. Cunningham has occupied the James L. Bayless Chair for Free Enterprise at the University of Texas since 1985. Mr. Cunningham was the Dean of the University of Texas’ College of Business Administration/Graduate School of Business from 1982-85, and President of the University of Texas at Austin from 1985-92. Mr. Cunningham was also the Chancellor (chief executive officer) of the University of Texas from 1992 to 2000. In addition, Mr. Cunningham currently sits on the board of directors of each of: Jefferson Pilot Corporation, Southwest Airlines, WilTel Communications, John Hancock Funds, Introgen Therapeutics, and Lin Television. Mr. Cunningham received a Ph.D. from Michigan State University in 1971, an MBA from Michigan State in 1967, and a BBA from Michigan State University in 1966.

      Henry D.G. Wallace, Director, was employed by Ford Motor Company from 1971-2001. Mr. Wallace’s last position with Ford was as the Group Vice President, Mazda & Asia Pacific Operations. Before serving Ford in this capacity, Mr. Wallace occupied a number of different positions, many of which were financial in nature, including but not limited to: Group Vice President and Chief Financial Officer (2000); Vice President, European Strategic Planning and Chief Financial Officer, Ford of Europe, Inc. (1997); Treasurer, Ford of Europe, Inc. (1989); and various financial management positions within Ford of Europe, Inc. Mr. Wallace received a BA in Economics from the University of Leicester.

      Richard F. Wallman, Director, has been a Senior Vice President and Chief Financial Officer at Honeywell International, Inc. since 2000. From 1995 to 1999, Mr. Wallman held the same position at AlliedSignal, Inc., until its merger with Honeywell. Before joining AlliedSignal, Mr. Wallman occupied a number of different positions, many of which were financial in nature, including but not limited to: Vice President and Controller of IBM Corporation from 1994 until 1995; Assistant Corporate Controller, Sales

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and Marketing, of Chrysler Corporation from 1989 until 1993; Director, Financial Analysis of Chrysler Corporation from 1987 until 1989; and various financial management positions with Ford Motor Company. Mr. Wallman is a director of Ariba, Inc. and J.M. Huber Corporation. Mr. Wallman received his Bachelor of Science degree in Electrical Engineering from Vanderbilt and a Master’s of Business Administration from the University of Chicago in 1974.

      George T. Haymaker, Jr., Director, has been non-executive Chairman of the Board of Kaiser Aluminum Corporation since October 2001. Mr. Haymaker served as Chairman of the Board and Chief Executive Officer of Kaiser Aluminum Corporation from January 1994 until January 2000, and as non-executive Chairman of the Board of Kaiser Aluminum Corporation from January 2000 through May 2001. He served as President of Kaiser Aluminum Corporation from May 1996 through July 1997. From May 1993 to December 1993, Mr. Haymaker served as President and Chief Operating Officer of Kaiser Aluminum Corporation. Mr. Haymaker also is a director of 360networks Corporation, a provider of broadband network service; Flowserve Corporation, a provider of valves, pumps and seals; CII Carbon, L.L.C., a producer of calcined coke; and non-executive Chairman of the Board of Directors of Safelite Glass Corp., a provider of automotive replacement glass. Since July 1987, Mr. Haymaker has been a director, and from February 1992 through March 1993 was President of, Mid-America Holdings, Ltd. (formerly Metalmark Corporation), which is in the business of semi-fabrication of aluminum extrusions.

Board of Directors

      The board of directors of Holdco currently consists of seven members: (a) Curtis J. Clawson, President, Chief Executive Officer and Chairman of the Board; (b) three directors, Messrs. Cunningham, Wallace and Wallman, have been selected by the administrative agent under the Prepetition Credit Agreement (the “Prepetition Agent”) and the ad hoc committee of lenders under the Prepetition Credit Agreement (the “Ad Hoc Prepetition Lender Steering Committee,” of which an affiliate of Citigroup is a member) on behalf of the lenders under the Prepetition Credit Agreement, of which Mr. Cunningham was designated by the Ad Hoc Prepetition Lender Steering Committee and Messrs. Wallace and Wallman were designated by the mutual agreement of the Prepetition Agent and the Ad Hoc Prepetition Lender Steering Committee (subject to a background screening and interview process administered by a professional recruiting firm); (c) two directors, Messrs. Berg and Martinez, were selected by Apollo, with the advice and participation of the former holders of our Old Senior Notes that expressed an interest to Apollo in participating in such process based upon their respective holdings of the Old Senior Notes and the number of shares of New Common Stock they received under the Plan of Reorganization (subject to a background screening and interview process administered by a professional recruiting firm); (d) and one director, Mr. Haymaker (the “Jointly Designated Director”), was selected by mutual agreement of (x) the Prepetition Agent and the Ad Hoc Prepetition Lender Steering Committee and (y) Apollo, with the advice and participation of the holders of the Old Senior Notes that expressed an interest to Apollo in participating in such process based upon their respective holdings of the Old Senior Notes and the number of shares of New Common Stock they received under the Plan of Reorganization subject to a background screening and interview process administered by a professional recruiting firm); provided, that the board of directors, collectively, including any required committee thereof, is required to comply with any qualification, experience or independence requirements of applicable law, including the Sarbanes-Oxley Act of 2002 and the rules then in effect of any stock exchange or quotation system on which New Common Stock is listed.

      Other than Mr. Clawson, all of our initial board members were newly appointed upon our emergence from bankruptcy.

      Board members are divided into three classes, with each class consisting, as nearly as possible, of an equal number of directors. Class I consists of Mr. Clawson and Mr. Haymaker. Class II consists of Messrs. Berg and Cunningham. Class III consists of Messrs. Martinez, Wallace and Wallman. Only one class of directors is slated for election each year and directors are able to be removed from the board only for cause.

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      Each of the initial board members will serve an initial term for a period beginning on the Effective Date (or the date such director is appointed to the board, if after the Effective Date) through the date of the annual meeting of stockholders in the year in which such director’s term expires. Class I directors’ initial term will expire in 2004; Class II directors’ initial term will expire in 2005; and Class III directors’ initial term will expire in 2006. Following such initial terms, directors will be elected to serve three-year terms by stockholder vote, at annual meetings of stockholders.

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PRINCIPAL STOCKHOLDERS

      We are an indirect subsidiary of Holdco. As such, all of our common stock is held indirectly by Holdco. Pursuant to the Plan of Reorganization, on the Effective Date of the Plan, the New Common Stock of Holdco and our New Preferred Stock were distributed to or for the benefit of holders of certain classes of claims as described in “The Bankruptcy Case — The Plan of Reorganization.” Based on the most recent information made available to us, the following tables set forth information regarding the beneficial ownership of the New Common Stock of Holdco and of our New Preferred Stock as of July 30, 2003 by:

•  each person, or group of affiliated persons, who beneficially owned 5% or more of the New Common Stock or the New Preferred Stock as of such date;

•  each individual serving as a director or executive officer of Holdco and HLI as of such date; and

•  all of Holdco’s and HLI’s directors and executive officers as a group.

      A person generally “beneficially owns” shares if he has either the right to vote those shares or dispose of them. More than one person may be considered to beneficially own the same shares. In the table below, unless otherwise noted, a person has sole voting and dispositive power for those shares shown as beneficially owned by such person.

New Common Stock

	Shares of New			Percentage of
Name and Address(1)	Common Stock			Ownership of Shares
of Beneficial Owner	Beneficially Owned			of New Common Stock
Apollo Management V, L.P.(2)		5,466,329			17.1	%
Amalgamated Gadget, L.P.(3)		3,143,291			9.9	%
Curtis J. Clawson(4)(5)		368,962			1.2	%
Scott Harrison(5)(6)		*			*
James L. Stegemiller(5)(6)		*			*
Michael J. Edie(5)(6)		*			*
Daniel M. Sandberg(5)(6)		*			*
James A. Yost(7)		65,386			**
Larry Karenko(8)		38,581			**
Patrick C. Cauley(9)		31,219			**
Laurence Berg(10)(11)		5,477,238			17.1	%
Steve Martinez(10)(11)		5,477,238			17.1	%
William H. Cunningham(11)		10,909			**
Henry D.G. Wallace(11)		10,909			**
Richard F. Wallman(11)		10,909			**
George T. Haymaker, Jr.(11)		10,909			**
All directors and executive officers of Holdco as a group (9 persons)(12)(13)		569,602			1.8	%
All directors and executive officers of HLI as a group (13 persons)(12)		958,782	(14)		3.0	%

(1)

Unless otherwise indicated, the address of each person named in the table is Hayes Lemmerz International, Inc., 15300 Centennial Drive, Northville, Michigan 48167.

(2)

Information reflected in this table and the notes thereto with respect to Apollo Management V, L.P. (“Apollo”) is derived from a Schedule 13D, dated June 4, 2003, filed jointly by Apollo and certain affiliated investment funds and related entities. The number of shares reported as beneficially owned by Apollo includes 77,072 shares issuable upon exchange of the shares of Series A Preferred Stock held by Apollo and 42,273 shares issuable upon exercise of Series A Warrants held by Apollo that are currently exercisable or are exercisable within 60 days of July 30, 2003. The address of Apollo and each of its

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affiliated funds and related entities that may be deemed to beneficially own the shares listed above is Two Manhattanville Road, Purchase, NY 10577.

(3)	Information reflected in this table and the notes thereto with respect to Amalgamated Gadget is based on the Schedule 13G, dated June 11, 2003, filed by Amalgamated Gadget. The number of shares reported as beneficially owned by Amalgamated Gadget includes 40,610 shares issuable upon exchange of the shares of Series A Preferred Stock held by Amalgamated Gadget. The address of Amalgamated Gadget is 301 Commerce Street, Suite 2975, Fort Worth, Texas 76012.
(4)	The number of shares reported as beneficially owned by Mr. Clawson consists of 274,548 restricted shares issued under Holdco’s Long-Term Incentive Plan (“LTIP”) and 94,414 restricted shares issued under the CERP.
(5)	The restricted shares issued under the LTIP vest over time in accordance with the terms of the LTIP and the restricted shares issued under the CERP vest over time in accordance with the CERP provided certain performance targets are satisfied.
(6)	The compensation committee of the Holdco board of directors has approved the grant of an aggregate of 1,628,017 restricted shares under the LTIP and the CERP to certain directors, officers and other employees of the Company, effective as of July 28, 2003. The amount authorized for grant includes the shares reported as beneficially owned by Messrs. Clawson, Yost, Karenko, Cauley, Cunningham, Wallace, Wallman and Haymaker, as well as certain of the shares reported as beneficially owned by Messrs. Berg and Martinez. With respect to the remaining 1,058,415 restricted shares authorized for grant, the amounts of the grants to other officers and employees of the Company, including Messrs. Harrison, Stegemiller, Edie and Sandberg, are to be determined.
(7)	The number of shares reported as beneficially owned by Mr. Yost consists of 52,364 restricted shares issued under the LTIP and 13,022 restricted shares issued under the CERP.
(8)	The number of shares reported as beneficially owned by Mr. Karenko consists of 34,246 restricted shares issued under the LTIP and 4,335 restricted shares issued under the CERP.
(9)	The number of shares reported as beneficially owned by Mr. Cauley consists of 29,091 restricted shares issued under the LTIP and 2,128 restricted shares issued under the CERP.

(10)	Messrs. Berg and Martinez are associated with Apollo and, as a result, each of them may be deemed to beneficially own the shares beneficially owned by Apollo.
(11)	The number of shares reported as beneficially owned by each of Messrs. Berg and Martinez includes, in each case, 7,273 restricted shares issued under the LTIP and 3,636 shares issuable upon exercise of options granted under the LTIP that are currently exercisable or are exercisable within 60 days of July 30, 2003 and the number of shares reported as beneficially owned by Messrs. Cunningham, Wallace, Wallman and Haymaker consists of such restricted shares and shares issuable upon exercise of options. The restricted shares and options vest over time in accordance with the terms of the LTIP.
(12)	Messrs. Clawson, Yost, Karenko and Cauley are executive officers of both Holdco and HLI. In addition, Messrs. Yost, Karenko and Cauley are directors of HLI. As such, the shares beneficially owned by these individuals are included in the shares beneficially owned by the directors and executive officers of Holdco as a group and in the shares beneficially owned by the directors and executive officers of HLI as a group.
(13)	Excludes shares that Messrs. Berg and Martinez may be deemed to beneficially own by virtue of their association with Apollo.
(14)	The number of shares reported as beneficially owned by the directors and executive officers of HLI as a group and the related ownership percentages are subject to change based on the restricted stock awards to Messrs. Harrison, Stegemiller, Edie and Sandberg and certain other executive officers of HLI (see Note 9 above).

*	To be determined (see Note 9 above).
**	Less than one percent (1%).

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New Preferred Stock

			Percentage of Ownership
			of Shares of
Name and Address(1)	Shares of		New Preferred Stock
of Beneficial Owner	New Preferred Stock(2)		of HLI
Apollo Management V, L.P.(3)		17,823		17.8%
Amalgamated Gadget, L.P.(4)		9,392		9.4%
Curtis J. Clawson		—		—
Scott Harrison		—		—
James L. Stegemiller		—		—
Michael J. Edie		—		—
Daniel M. Sandberg		—		—
James A. Yost		—		—
Larry Karenko		—		—
Patrick C. Cauley		—		—
Laurence Berg(5)		17,823		17.8%
Steve Martinez(5)		17,823		17.8%
William H. Cunningham		—		—
Henry D.G. Wallace		—		—
Richard F. Wallman		—		—
George T. Haymaker, Jr.		—		—
All directors and executive officers of Holdco as a group (9 persons)		—		—
All directors and executive officers of HLI as a group (13 persons)		—		—

(1)	Unless otherwise indicated, the address of each person named in the table is Hayes Lemmerz International, Inc., 15300 Centennial Drive, Northville, Michigan 48167.
(2)	Shares of New Preferred Stock are convertible into shares of New Common Stock of Holdco at a conversion price of 125% of the fair value of shares of New Common Stock upon effectiveness of the Plan of Reorganization. See “Description of Capital Stock — Preferred Stock of HLI” for more details.
(3)	Information reflected in this table and the notes thereto with respect to Apollo is derived from a Schedule 13D, dated June 4, 2003, filed jointly by Apollo and certain affiliated investment funds and related entities. The address of Apollo and each of its affiliated funds and related entities that may be deemed to beneficially own the shares listed above is Two Manhattanville Road, Purchase, NY 10577.
(4)	Information reflected in this table and the notes thereto with respect to Amalgamated Gadget is based on the Schedule 13G, dated June 11, 2003, filed by Amalgamated Gadget. The address of Amalgamated Gadget is 301 Commerce Street, Suite 2975, Fort Worth, Texas 26012.
(5)	Messrs. Berg and Martinez are associated with Apollo, and, as a result, each of them may be deemed to be the beneficial owner of the shares beneficially owned by Apollo.

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CERTAIN RELATED PARTY TRANSACTIONS

      Horst Kukwa-Lemmerz, a former director of Hayes, who resigned from the Board on June 4, 2002, was a designee of shareholders who collectively held an aggregate of 5,050,000 shares of Old Common Stock. In connection with our acquisition of Lemmerz, Mr. Kukwa-Lemmerz was elected as: (a) Vice Chairman of the Board of Directors; (b) a nonvoting member of the Compensation Committee; and (c) Chairman of the Board of our subsidiary, HLI (Europe) Ltd. We also entered into consulting agreements (the “Consulting Agreements”) with Mr. Kukwa-Lemmerz and an affiliate of Mr. Kukwa-Lemmerz pursuant to which, among other things: (a) Mr. Kukwa-Lemmerz retired from all positions held with Lemmerz and its subsidiaries; (b) we agreed to pay Mr. Kukwa-Lemmerz and his affiliate an aggregate of $500,000 annually during the five-year period for which consulting services were provided; and (c) we granted Mr. Kukwa-Lemmerz and his affiliate options to purchase an aggregate of 250,000 shares of Old Common Stock at an exercise price of $16 per share, such options to become exercisable at the rate of 20% annually on June 30, 1998 and each June 30th thereafter during the term of the Consulting Agreements.

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DESCRIPTION OF MATERIAL DEBT

New Credit Facility

      Concurrently with the consummation of the offering of the Old Notes, we entered into the New Credit Facility for up to $550 million with Citigroup Global Markets Inc. and Lehman Brothers Inc., as the exclusive joint book-running lead managers and joint lead arrangers, Citicorp North America, Inc., as a lender, and the administrative agent, Lehman Commercial Paper Inc. as a lender and the syndication agent, and a group of other lenders. The New Credit Facility consists of a $450 million six-year amortizing term loan (the “Term Loan Facility”) and a five-year revolving credit facility in an amount of up to $100 million (the “Revolving Credit Facility”).

      The following is a summary description of the principal terms and conditions of the New Credit Facility. The description is not intended to be exhaustive and is qualified in its entirety by reference to the provisions of the definitive agreement, a copy of which is filed as an exhibit to the registration statement of which this prospectus forms a part and is incorporated herein by reference.

Use of Proceeds

      Proceeds from the initial $450 million of borrowings under the New Credit Facility were used solely to make payments contemplated by the Plan of Reorganization; to pay related transaction costs, fees, and expenses; to refinance existing debt of the Company and its subsidiaries; to provide working capital from time to time for us and our subsidiaries; and for other general corporate purposes.

Maturity

      The Term Loan Facility was made available to us in a single drawing on the effective date of the Plan of Reorganization, payable in quarterly installments equal to 0.25% of the principal amount outstanding immediately following effectiveness of the plan with the remaining balance payable on the sixth anniversary of the effective date of the plan. The Revolving Credit Facility will be available until the fifth anniversary of the effective date of the plan, on which date all loans outstanding under the Revolving Credit Facility will become due and payable.

Prepayments; Reductions of Commitments

      Subject to certain exceptions, mandatory Term Loan Facility prepayments and Revolving Credit Facility commitment payments or reductions are required with:

•  100% of the net cash proceeds from any issuance or incurrence of debt, other than the proceeds from the issuance of the Old Notes;

•  75% of the net cash proceeds from equity issuances and capital contributions;

•  100% of the net sale proceeds from asset sales, subject to certain reinvestment rights;

•  75% (if our leverage ratio is greater than 2.25 to 1), 50% (if our leverage ratio is between 2.25 to 1 and 1.5 to 1) or 0% (if our leverage ratio is less than 1.5 to 1) of annual excess cash flow; and

•  100% of insurance and condemnation proceeds, with certain reinvestment rights.

These amounts will be applied first to remaining installments of the Term Loan Facility in the inverse order of their maturity, then to reduce Revolving Credit Facility commitments.

      We may, upon three business days’ notice and at the end of any applicable interest period, prepay the Term Loan Facility, in full or in part, without premium or penalty, provided that each such partial prepayment is in an amount of $5 million or a multiple of $1 million in excess of $5 million. Such prepayments will be applied to the remaining installments of the Term Loan Facility in the inverse order of their maturity.

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      We may repay the Revolving Credit Facility at any time without premium or penalty and may reduce Revolving Credit Facility commitments upon at least three days’ notice, provided that each such reduction is in an amount of $5 million or a multiple of $1 million in excess of $5 million and any mandatory prepayment resulting from such reduction has been made.

Interest

      The interest rates per annum under the New Credit Facility are, at our option: (A) for the Term Loan, either the LIBOR rate plus 4.75% or the alternate base rate plus 3.75%; and (B) for the Revolving Credit Facility: (i) for the first two fiscal quarters after the closing date of the New Credit Facility, either the LIBOR rate plus 3.50% or the alternate base rate plus 2.50%, and (ii) thereafter, such higher or lower rates determined by reference to our leverage ratio.

Collateral and Guarantees

      Our obligations under the New Credit Facility are guaranteed by all of our material direct and indirect domestic subsidiaries. Our obligations under the New Credit Facility and the guarantors’ obligations under their respective guarantees of the New Credit Facility are secured by:

•  a first priority perfected pledge of substantially all of the intercompany notes and capital stock owned by HLI and its material direct and indirect domestic subsidiaries, but not more than 65% of the capital stock of HLI’s or any guarantor’s direct foreign subsidiaries; and

•  a first priority perfected security interest in substantially all of the other assets owned by HLI and its material direct and indirect domestic subsidiaries (other than HLI (Europe), LLC and HLI Swiss Holdings, LLC).

The intercompany notes that we pledge to the lenders under the New Credit Facility include an unsecured revolving note in an aggregate principal amount of up to $330 million, issued to us by one of our first-tier foreign subsidiaries. The New Credit Facility generally prohibits such first-tier subsidiary from engaging in any businesses, other than holding stock, and incurring any debt, other than certain intercompany debt to us. That subsidiary has a lien on the assets of most of our direct and indirect foreign subsidiaries securing intercompany loans made to certain of such foreign subsidiaries and, subject to certain limitations, guarantees made by such foreign subsidiaries.

Covenants

      The agreement providing for the New Credit Facility contains covenants restricting our ability and the ability of our subsidiaries to, among other actions:

•  declare dividends or repay or repurchase capital stock;

•  cancel, prepay, redeem or repurchase debt;

•  incur liens and engage in sale-leaseback transactions;

•  make loans and investments;

•  issue more debt;

•  amend or otherwise alter certain debt or documents;

•  make capital expenditures;

•  engage in mergers, acquisitions and asset sales;

•  engage in transactions with affiliates; and

•  alter the business we conduct.

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      The agreement also contains various affirmative and financial covenants, including:

•  a covenant to indemnify the arrangers, the administrative agent, the lenders and their respective affiliates and agents;

•  financial covenants regarding a maximum total leverage ratio, a minimum interest coverage ratio and a minimum fixed charge coverage ratio; and

•  a covenant to complete certain steps relating to our internal domestic and foreign corporate restructuring within a specified period of time following our emergence.

Events of Default

      Events of default under the agreement providing for the New Credit Facility include:

•  failure to pay principal and interest when due;

•  material inaccuracy of any representation or warranty;

•  failure to comply with any covenant;

•  cross-defaults;

•  failure to satisfy or stay execution of judgments in excess of specified amounts;

•  bankruptcy or insolvency;

•  the existence of certain materially adverse employee benefit or environmental liabilities;

•  the actual and asserted invalidity or impairment of any loan documents; and

•  a change of control.

      Proceeds from the initial $450 million of borrowings under the New Credit Facility were used as described in “Use of Proceeds.” No amounts are currently outstanding under the Revolving Credit Facility.

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DESCRIPTION OF CAPITAL STOCK

      Pursuant to our Plan of Reorganization, three new Delaware corporations were formed: Holdco (which was renamed Hayes Lemmerz International, Inc. upon effectiveness of the Plan of Reorganization); HLI Parent Co., a wholly owned subsidiary of Holdco; and HLI, a wholly owned subsidiary of HLI Parent Co. The following is a summary of certain of the rights and privileges pertaining to the capital stock of each of these entities.

General

      In connection with their emergence from bankruptcy, we distributed New Common Stock, Series A Warrants and Series B Warrants of Holdco, New Preferred Stock of HLI and an amount in cash to creditors in satisfaction of their claims pursuant to the Plan of Reorganization. The following summarizes information regarding the capital stock of Holdco, HLI Parent Co. and HLI and describes the capital stock and warrants issued to creditors pursuant to our Plan of Reorganization.

      Pursuant to Holdco’s certificate of incorporation, Holdco is authorized to issue up to 100,000,000 shares of common stock, par value $.01 per share, and 1,000,000 shares of preferred stock, par value $.01 per share, which preferred stock may contain special preferences as determined by the board of directors of Holdco including, but not limited to, the bearing of dividends and convertibility into shares of Holdco common stock.

      The certificate of incorporation of HLI Parent Co., a wholly-owned subsidiary of Holdco, authorizes HLI Parent Co. to issue up to 1,000 shares of common stock, par value $.01 per share.

      The certificate of incorporation of HLI, a wholly-owned subsidiary of HLI Parent Co., authorizes HLI to issue up to 600,000 shares of common stock, par value $0.01 per share, and 100,000 shares of preferred stock, par value $1.00 per share (such terms of the preferred stock described further below).

      The following summary of the New Common Stock, Series A Warrants and Series B Warrants of Holdco and New Preferred Stock of HLI does not purport to be complete and is subject to, and qualified in its entirety by, reference to each company’s respective certificates of incorporation and bylaws, and agreements for the Series A Warrants and Series B Warrants of Holdco, which are available upon request from us.

New Common Stock of Holdco

      Holdco’s authorized capital structure consists of 100,000,000 shares of common stock, par value $.01 per share (“New Common Stock”) and 1,000,000 shares of preferred stock, par value $.01 per share. Pursuant to the terms of the Plan of Reorganization and immediately after distribution to or for the benefit of all classes of claims, there were 30,000,000 shares of New Common Stock outstanding. Each share of the New Common Stock entitles its holder to one vote on all matters upon which Holdco stockholders are entitled or permitted to vote, including the election of directors. There are no cumulative voting rights. Shares of New Common Stock would participate ratably in any distribution of assets in a liquidation, dissolution or winding up of us, subject to prior distribution rights of any shares of preferred stock then outstanding. The New Common Stock has no preemptive rights or conversion rights nor are there any redemption or sinking fund provisions applicable to the New Common Stock. Holders of New Common Stock are entitled to participate in dividends as and when declared by the Holdco board out of funds legally available therefor. Holdco’s ability to pay cash dividends is subject to restrictions under Delaware law. In addition, the New Credit Facility and the indenture governing the Notes restrict Holdco’s ability to pay cash dividends. The New Common Stock issued in connection with the restructuring was fully paid and nonassessable. The rights, preferences and privileges of holders of New Common Stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock which we have designated and issued or may designate and issue in the future.

      The transfer agent and registrar for the New Common Stock is Mellon Investor Services LLC.

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Warrants of Holdco

      In connection with the Plan of Reorganization, Holdco issued warrants to purchase Holdco New Common Stock. Series A Warrants were issued to holders of subordinated notes and Series B Warrants were issued for the benefit of holders of general unsecured claims. Each series of warrants entitles the holders thereof to purchase in the aggregate up to 957,447 shares of New Common Stock pursuant to the Plan of Reorganization. These warrants were issued under separate warrant agreements each entered into by Holdco and Mellon Investor Services LLC, as Warrant Agent, on the effective date of the Plan of Reorganization.

      The Series A Warrants and the Series B Warrants issued pursuant to the Plan of Reorganization are exercisable at a cash exercise price of $25.83 per share, subject to adjustment as provided in the applicable warrant agreement. The Series A Warrants are exercisable for a period of three years after the effective date of the Plan of Reorganization and will expire on June 3, 2006, while the Series B Warrants are exercisable for a period of five years after the effective date of the Plan of Reorganization and will expire on June 3, 2008. In addition, each of the Series A Warrants and Series B Warrants issued pursuant to the Plan of Reorganization are subject to anti-dilution adjustments (with certain exceptions) to the purchase price for such events, including, but not limited to, the issuance of additional shares of common stock, extraordinary dividends and distributions, the issuance of options and convertible securities, except for such issuances pursuant to equity-based compensation plan for directors or employees, stock dividends or stock splits or the combination or consolidation of the outstanding shares of common stock. The terms of the warrant agreements pertaining to the Series A Warrants and Series B Warrants further provide for redemption in the case of certain extraordinary transactions of the unexercised warrants for an amount per warrant equal to the greater of (i) the fair market value of the consideration given in the extraordinary transaction less the purchase price, (ii) the value of the warrants at the consummation of the extraordinary transaction or (iii) $0.01. The terms of such agreements also provide that in the event of a merger, consolidation or similar transaction involving Holdco in which the holders of Holdco’s New Common Stock receive capital stock or other securities of Holdco or the surviving entity, the unexercised warrants will become exercisable for such consideration.

New Preferred Stock of HLI

      The Amended and Restated Certificate of Incorporation of HLI provides for the issuance of up to 100,000 shares of Series A Cumulative Redeemable Exchangeable Preferred Stock (“New Preferred Stock”), par value $1.00 per share. 100,000 shares of New Preferred Stock are currently issued and outstanding.

      Pursuant to the Plan of Reorganization, the shares of New Preferred Stock were distributed as follows:

•  holders of secured claims under the Prepetition Credit Agreement received their pro rata portion of 53.1% of the shares of New Preferred Stock;

•  holders of claims under our Old Senior Notes received their pro rata portion of 44.9% of the shares of New Preferred Stock; and

•  holders of general unsecured claims will receive their pro rata portion of 2% of the shares of New Preferred Stock.

      Except as described below or otherwise provided by law, the New Preferred Stock has a vote equal to 1/60th of the aggregate vote of all the voting stock of HLI on all matters upon which HLI stockholders are entitled or permitted to vote, including the election of directors. Each holder of the New Preferred Stock has priority over the holders of HLI common stock to receive a liquidation value of $100 per share, plus any accrued and unpaid dividends (whether or not declared), in the event of HLI’s liquidation, dissolution or winding up (the “Liquidation Preference”). Each share of New Preferred Stock entitles the holder thereof to an annual cumulative dividend equal to 8% of the Liquidation Preference, payable in cash quarterly at the discretion of the board of directors of HLI. If not paid, such dividends will accrue on

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a cumulative basis. The holder of the New Preferred Stock may, at its option, at any time, convert each share, in whole or in part, of New Preferred Stock into shares of New Common Stock of Holdco based on a conversion ratio for each share of New Preferred Stock such that the holder will receive a number of shares of New Common Stock equal to the aggregate Liquidation Preference of their shares divided by 125% of the fair value of New Common Stock on the date of effectiveness of the Plan of Reorganization. The New Preferred Stock may be redeemed by HLI at its option, any time, or from time to time, after the date that is ten years from the original date of issuance for either cash equal to the Liquidation Preference or a number of shares of New Common Stock equal to the Liquidation Preference divided by the fair value of the New Common Stock on the date of redemption, based on the average closing price of the New Common Stock during the twenty business days prior to the date of the notice of redemption.

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DESCRIPTION OF THE NEW NOTES

      You can find the definitions of certain terms used in this description under the subheading “Certain Definitions.” In this description, “HLI” refers only to HLI Operating Company, Inc., the issuer of the Notes, and not to Holdco, HLI Parent Company, Inc. or any of their other Subsidiaries. “Holdco” refers to Hayes Lemmerz International, Inc. (the owner of 100% of the outstanding common stock of HLI Parent Company, Inc.), and not to any of its Subsidiaries. “HLI Parent” refers to HLI Parent Company, Inc. (the owner of 100% of the outstanding common stock of HLI), and not to any of its Subsidiaries. We refer to any direct or indirect Subsidiary of Holdco that is not an Unrestricted Subsidiary, including HLI, as a “Restricted Subsidiary.” We also refer collectively to Holdco, each Domestic Restricted Subsidiary (other than HLI) and any other Person that becomes a Guarantor pursuant to the terms of the Indenture as the “Guarantors.”

      HLI issued the Old Notes under an indenture dated as of June 3, 2003, among HLI and the guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee), as amended by the First Supplemental Indenture, dated as of June 19, 2003, among HLI and the guarantors party thereto and the Trustee (as amended, the “Indenture”). The Indenture complies with the Trust Indenture Act of 1939 (the “Trust Indenture Act”). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act.

      The terms of the New Notes, which will also be issued under the Indenture, are identical in all material respects to the terms of the Old Notes, except that the issuance of the New Notes will be registered under the Securities Act and the transfer restrictions, registration rights and certain special interest provisions relating to the Old Notes do not apply to the New Notes. Both the Old Notes and the New Notes include the terms stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. Any Old Notes that remain outstanding after the exchange offer, together with the New Notes issued in the exchange offer, will be treated as a single class of securities under the Indenture for voting purposes. When we refer to the term “Note” or “Notes” in this “Description of the New Notes” section, we are referring only to the New Notes to be issued in the exchange offer. When we refer to the “holders” of the Notes, we are referring to those persons who are the registered holders of the Notes on the books of the registrar appointed under the Indenture.

      We urge you to read the Indenture because it, and not this description, defines your rights as a Holder. The following summary of the Indenture is not complete and is subject to, and is qualified in its entirety by reference to, the Trust Indenture Act and to all of the provisions of the Indenture, including the definitions of various terms in the Indenture and those terms made a part of the Indenture by reference to the Trust Indenture Act as in effect on the date of the Indenture. A copy of the Indenture is filed as an exhibit to the registration statement of which this prospectus forms a part and is incorporated herein by reference. Copies of the Indenture are also available upon request to us at the address indicated under “Where You Can Find More Information.”

Principal, Maturity and Interest

      HLI issued $250.0 million aggregate principal amount of Old Notes on June 3, 2003 and, subject to compliance with the limitations described under “— Certain Covenants — Limitation on Debt,” may issue an unlimited principal amount of additional Notes at later dates under the same Indenture (the “Additional Notes”). HLI can issue the Additional Notes as part of the same series or as an additional series. Any Additional Notes that HLI issues in the future will be identical in all respects to the Notes that HLI is issuing now, except that Additional Notes issued in the future will have different issuance dates and may have different issuance prices. HLI will issue Notes only in fully registered form without coupons, in denominations of $1,000 and integral multiples of $1,000. HLI will issue up to $250.0 million aggregate principal amount of Notes in exchange for outstanding Old Notes in the exchange offer.

      The Notes will mature on June 15, 2010.

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      Interest on the Notes will accrue at a rate of 10 1/2% per annum and will be payable semi-annually in arrears on June 15 and December 15, commencing on December 15, 2003. HLI will pay interest to those persons who were holders of record on the June 1 or December 1 immediately preceding each interest payment date.

      Interest on a Note will accrue (1) from the later of (a) the last interest payment date on which interest was paid on the Old Note surrendered in exchange for such Note or (b) if the Old Note is surrendered for exchange on a date in a period which includes the record date for an interest payment date to occur on or after the date of the exchange and as to which interest will be paid, the date of the interest payment, or (2) if no interest has been paid on the Old Note, from June 3, 2003.

      The interest rate on the Notes will increase if:

      (1) this exchange offer is not consummated on a timely basis or a resale shelf registration statement for the resale of the Old Notes is not declared effective on a timely basis; or

      (2) certain other conditions are not satisfied as described under “The Exchange Offer.”

      Any interest payable as a result of any such increase in interest rate is referred to as “Special Interest.” You should refer to the description under the heading “The Exchange Offer — Acceptance of Old Notes for Exchange; Delivery of New Notes” for a more detailed description of the circumstances under which the interest rate will increase.

Ranking

      The Notes will be:

•  senior, unsecured obligations of HLI;

•  effectively subordinated in right of payment to all existing and future secured debt of HLI to the extent of the value of the assets securing that debt;

•  equal in right of payment (“pari passu”) with all existing and future senior debt of HLI;

•  senior in right of payment to all future Subordinated Debt of HLI; and

•  guaranteed on a senior, unsecured basis by the Guarantors.

      As of April 30, 2003, after giving effect to the Transactions, HLI and the Guarantors on a consolidated basis, would have had $730.0 million of senior debt (excluding unused commitments made by lenders and intercompany debt.) As of that date, and after taking the same factors into account, none of HLI’s or any Guarantor’s debt would have been subordinated to the Notes or Note Guaranties.

      Substantially all of the operations of HLI are conducted through its Subsidiaries. Therefore, HLI’s ability to service its debt, including the Notes, is partially dependent upon the earnings of its Subsidiaries and, to the extent they are not Guarantors, their ability to distribute those earnings as dividends, loans or other payments to HLI. Certain laws restrict the ability of HLI’s Subsidiaries to pay it dividends or make loans and advances to it. If these restrictions are applied to its Subsidiaries that are not Guarantors, then HLI would not be able to use the earnings of those Subsidiaries to make payments on the Notes. Furthermore, under certain circumstances, bankruptcy “fraudulent conveyance” laws or other similar laws could invalidate the Note Guaranties of the Guarantors that are Subsidiaries of HLI. Any of the situations described above could make it more difficult for HLI to service its debt.

      In addition, HLI has only a stockholder’s claim in the assets of its Subsidiaries (except in the case where there is also an intercompany loan or other obligation payable to it by the Subsidiaries). The stockholder’s claim is junior to the claims that creditors of HLI’s Subsidiaries have against those Subsidiaries. Holders will only be creditors of HLI and the Guarantors. In the case of Subsidiaries of Holdco that are not Guarantors, all the existing and future liabilities of those Subsidiaries, including any claims of trade creditors and preferred stockholders, will be effectively senior to the Notes.

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      The total balance sheet liabilities of (i) HLI and the Guarantors and (ii) Holdco’s non-Guarantor Subsidiaries, after giving effect to the Transactions, as of April 30, 2003, excluding unused commitments made by lenders and any intercompany debt, would have been as follows:

$1,136.8 million	approximate total balance sheet liabilities of HLI and the Guarantors
$400.8 million	approximate total balance sheet liabilities of all Holdco’s non-Guarantor Subsidiaries

      HLI, the Guarantors, and Holdco’s non-Guarantor Subsidiaries have other liabilities, including contingent liabilities, that are significant. The Indenture contains limitations on the amount of additional Debt that Holdco and the Restricted Subsidiaries may Incur. However, the amounts of such Debt could nevertheless be substantial and may be Incurred either by Guarantors or by Holdco’s non-Guarantor Subsidiaries.

      The Notes and Note Guaranties will be senior unsecured obligations of HLI and the Guarantors, respectively. Secured Debt of HLI and the Guarantors, including their respective obligations under the New Credit Facility, will be effectively senior to the Notes and Note Guaranties to the extent of the value of the assets securing such Debt.

      As of April 30, 2003, after giving effect to the Transactions, the outstanding secured Debt of HLI and the Guarantors (excluding unused commitments made by lenders, intercompany debt) would have been $480.0 million.

      See “Risk Factors — Risks Related to the Notes — We are a holding company — HLI’s ability to repay its debt depends in large part upon the performance of its subsidiaries and their ability to make distributions to HLI,” “— Not all our subsidiaries are guarantors — claims of holders of the Notes will be effectively subordinated to claims of non-guarantor subsidiaries,” “— Right to payments on the Notes — your right to receive payments on the Notes is effectively junior to those lenders who have a security interest in our assets,” and “— Fraudulent conveyance considerations relating to subsidiary guarantees — the guarantees of the notes granted by the domestic subsidiaries of Holdco could be challenged as a fraudulent transfer.”

Guaranties

      The obligations of HLI under the Indenture, including the repurchase obligation resulting from a Change of Control, will be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by Holdco, HLI Parent and all the existing and future Domestic Restricted Subsidiaries of Holdco other than Captive Insurance Subsidiaries, Securitization Entities, and two Domestic Restricted Subsidiaries that are owned by Foreign Restricted Subsidiaries. See “— Certain Covenants — Future Guarantors.”

      The Subsidiaries of Holdco that are not Guarantors (currently consisting principally of all of Holdco’s foreign Subsidiaries) currently generate a significant portion of Holdco’s net sales and own a significant portion of Holdco’s total assets. As of April 30, 2003, after giving effect to the Transactions, the Subsidiaries of Holdco that are not Guarantors as of date of this prospectus (other than HLI, which as issuer of the Notes is not a Guarantor), represented the following approximate percentages of the net sales and total assets of Holdco, on a consolidated basis:

      40.9% and 44.5% of Holdco’s consolidated net sales represented by Subsidiaries of Holdco that are not Guarantors for the year ended January 31, 2003 and the three months ended April 30, 2003, respectively, and

      60.8% of Holdco’s consolidated total assets represented by Subsidiaries of Holdco that are not Guarantors.

      If HLI or a Guarantor sells or otherwise disposes of either:

      (1) its ownership interest in a Guarantor, or

      (2) all or substantially all the assets of a Guarantor,

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then the transferred Guarantor will be released from all its obligations under its Note Guaranty. In addition, if HLI redesignates any of the Guarantors as an Unrestricted Subsidiary, which it can do under certain circumstances, the redesignated Guarantor will be released from all its obligations under its Note Guaranty. See “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries,” “— Limitation on Issuance or Sale of Capital Stock of Restricted Subsidiaries” and “— Merger, Consolidation and Sale of Property.”

Optional Redemption

      Except as set forth below, the Notes will not be redeemable at the option of HLI prior to June 15, 2007. Starting on that date, HLI may redeem all or any portion of the Notes, at once or over time, after giving the required notice under the Indenture. The Notes may be redeemed at the redemption prices set forth below, plus accrued and unpaid interest, including Special Interest, if any, to but excluding the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). The following prices are for Notes redeemed during the 12-month period commencing on June 15 of the years set forth below, and are expressed as percentages of principal amount:

	Redemption
Year	Price
2007		105.250%
2008		102.625%
2009 and thereafter		100.000%

      At any time prior to June 15, 2007, HLI may redeem all or any portion of the Notes, at once or over time, after giving the required notice under the Indenture at a redemption price equal to the greater of:

      (a) 100% of the principal amount of the Notes to be redeemed, and

      (b) the sum of the present values of (1) the redemption price of the Notes at June 15, 2007 (as set forth in the preceding paragraph) and (2) the remaining scheduled payments of interest from the redemption date through June 15, 2007, but excluding accrued and unpaid interest through the redemption date, discounted to the redemption date (assuming a 360 day year consisting of twelve 30 day months), at the Treasury Rate plus 75 basis points,

plus, in either case, accrued and unpaid interest, including Special Interest, if any, to but excluding the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

      In addition, at any time and from time to time prior to June 15, 2006, HLI may redeem up to a maximum of 35% of the aggregate principal amount of the Notes (including any Additional Notes) with the proceeds of one or more Public Equity Offerings at a redemption price equal to 110.50% of the principal amount thereof, plus accrued and unpaid interest, including Special Interest thereon, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that after giving effect to any such redemption, at least 65% of the aggregate principal amount of the Notes (including any Additional Notes) remains outstanding. Any such redemption shall be made within 75 days of such Public Equity Offering upon not less than 30 nor more than 60 days’ prior notice.

      Any notice to Holders of such a redemption shall include the appropriate calculation of the redemption price, but need not include the redemption price itself. The actual redemption price, calculated as described above, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two business days prior to the redemption date unless clause (b) of the definition of “Comparable Treasury Price” is applicable, in which such Officer’s Certificate should be delivered on the redemption date.

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Sinking Fund

      There will be no mandatory sinking fund payments for the Notes.

Repurchase at the Option of Holders Upon a Change of Control

      Upon the occurrence of a Change of Control, each Holder shall have the right to require HLI to repurchase all or any part of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price (the “Change of Control Purchase Price”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest, including Special Interest, if any, to the repurchase date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

      Within 30 days following any Change of Control, HLI shall:

      (a) cause a notice of the Change of Control Offer to be sent at least once to the Dow Jones News Service or similar business news service in the United States; and

      (b) send, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder’s address appearing in the security register, a notice stating:

      (1) that a Change of Control has occurred and a Change of Control Offer is being made pursuant to the covenant entitled “Repurchase at the Option of Holders Upon a Change of Control” and that all Notes timely tendered will be accepted for payment;

      (2) the Change of Control Purchase Price and the repurchase date, which shall be, subject to any contrary requirements of applicable law, a business day no earlier than 30 days nor later than 60 days from the date such notice is mailed;

      (3) the circumstances and relevant facts regarding the Change of Control; and

      (4) the procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment.

      HLI will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by HLI and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

      HLI will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenant, HLI will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue of such compliance.

      Management has no present intention to engage in a transaction involving a Change of Control, although it is possible that it will decide to do so in the future. Subject to certain covenants described below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of debt outstanding at such time or otherwise affect our capital structure or credit ratings.

      The definition of Change of Control includes a phrase relating to the sale, transfer, assignment, lease, conveyance or other disposition of “all or substantially all” the Property of Holdco and the Restricted Subsidiaries, considered as a whole. Although there is a developing body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, if Holdco and the Restricted Subsidiaries, considered as a whole, dispose of less than all their Property by any of the means described above, the ability of a Holder to require HLI to repurchase its

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Notes may be uncertain. In such a case, Holders may not be able to resolve this uncertainty without resorting to legal action.

      The New Credit Facility provides that the occurrence of certain of the events that would constitute a Change of Control would constitute a default under the New Credit Facility. Additionally, our future debt may contain prohibitions of certain events which would constitute a Change of Control or require such debt to be repurchased or repaid upon a Change of Control. Moreover, the exercise by Holders of their right to require us to repurchase such Notes could cause a default under debt of HLI, even if the Change of Control itself does not, due to the financial effect of such repurchase on the relevant Person. Finally, HLI’s ability to pay cash to Holders upon a repurchase may be limited by HLI’s then existing financial resources, as well as contractual restrictions, including the New Credit Facility, which restrict payments with respect to the Notes. HLI cannot assure you that sufficient funds will be available when necessary to make any required repurchases. HLI’s failure to repurchase Notes in connection with a Change of Control would result in a default under the Indenture. Such a default would, in turn, constitute a default under the New Credit Facility and may constitute a default under future debt as well. HLI’s obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified at any time prior to the occurrence of such Change of Control with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes. See “— Amendments and Waivers.”

Certain Covenants

      For the purposes of determining compliance with any covenant, the U.S. Dollar Equivalent will be used, if and to the extent relevant.

     Limitation on Debt

      Holdco and HLI shall not, and shall not permit any of their respective Restricted Subsidiaries to, Incur, directly or indirectly, any Debt unless, after giving effect to the application of the proceeds thereof, no Default or Event of Default would occur as a consequence of such Incurrence or be continuing following such Incurrence and either:

      (1) such Debt is Debt of HLI or a Guarantor and after giving effect to the Incurrence of such Debt and the application of the proceeds thereof, the Consolidated Interest Coverage Ratio would be greater than 2.25 to 1.00, or

      (2) such Debt is Permitted Debt.

      The term “Permitted Debt” is defined to include the following:

      (a) (i) Debt of HLI evidenced by the Notes issued in this offering and the Exchange Notes issued in exchange for such notes and in exchange for any Additional Notes and (ii) Debt of the Guarantors evidenced by Note Guaranties relating to the Notes issued in this offering and the Exchange Notes issued in exchange for such notes and in exchange for any Additional Notes;

      (b) Debt of HLI or a Guarantor under Credit Facilities or Debt Incurred by a Securitization Entity in a Qualified Securitization Transaction that is nonrecourse to Holdco or any Restricted Subsidiary (except for Standard Securitization Undertakings), provided that the aggregate principal amount of all such Debt under this clause (b) at any one time outstanding shall not exceed the greater of:

      (1) $625 million, which amount shall be permanently reduced by the amount of proceeds from Asset Sales used to Repay Debt under the New Credit Facility, and not subsequently reinvested in Additional Assets or used to purchase Notes or Repay other Debt, pursuant to the covenant described under “— Limitation on Asset Sales” and

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      (2) the sum of the amounts equal to:

      (A) 80% of the book value of the accounts receivable of Holdco and the Restricted Subsidiaries, and

      (B) 50% of the book value of the inventory of Holdco and the Restricted Subsidiaries,

less, in the case of clauses (1) and (2) of this paragraph, the amount of Debt Incurred pursuant to clause (j) below then outstanding in excess of $75 million.

      (c) Debt of HLI or a Guarantor in respect of Capital Lease Obligations and Purchase Money Debt, provided that:

      (1) the aggregate principal amount of such Debt does not exceed the fair market value (on the date of the Incurrence thereof) of the Property acquired, constructed or leased, and

      (2) the aggregate principal amount of all Debt Incurred and then outstanding pursuant to this clause (c) (together with all Permitted Refinancing Debt Incurred and then outstanding in respect of Debt previously Incurred pursuant to this clause (c)) does not exceed $50 million aggregate principal amount outstanding at any one time;

      (d) Debt of Holdco owing to and held by any Wholly Owned Restricted Subsidiary and Debt of a Restricted Subsidiary owing to and held by Holdco or any Wholly Owned Restricted Subsidiary, provided, however, that any subsequent issue or transfer of Capital Stock or other event that results in any such Wholly Owned Restricted Subsidiary ceasing to be a Wholly Owned Subsidiary or any subsequent transfer of any such Debt (except to Holdco or a Wholly Owned Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Debt by the obligor thereof, provided further, however, if HLI or any Guarantor is the obligor on any such Debt, such Debt must be expressly subordinated in right of payment to the prior payment in full of all obligations with respect to the Notes and the Guarantees, as the case may be;

      (e) Debt of a Restricted Subsidiary outstanding on the date on which such Restricted Subsidiary is acquired by Holdco or a Restricted Subsidiary or otherwise becomes a Restricted Subsidiary (other than Debt Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Subsidiary of Holdco or was otherwise acquired by Holdco), provided that at the time such Restricted Subsidiary is acquired by Holdco or a Restricted Subsidiary or otherwise becomes a Restricted Subsidiary and after giving effect to the Incurrence of such Debt, Holdco would have been able to Incur $1.00 of additional Debt pursuant to clause (1) of the first paragraph of this covenant;

      (f) Debt of Holdco or any Restricted Subsidiary under Interest Rate Agreements entered into for the purpose of limiting interest rate risks in the ordinary course of the financial management of Holdco or such Restricted Subsidiary and not for speculative purposes, provided that the obligations under such agreements are, at the time of Incurrence thereof, directly related to payment obligations on Debt otherwise permitted by the terms of this covenant;

      (g) Debt of Holdco or any Restricted Subsidiary under Currency Exchange Protection Agreements entered into for the purpose of limiting currency exchange rate risks in the ordinary course of the financial management of Holdco or such Restricted Subsidiary and not for speculative purposes;

      (h) Debt of Holdco or any Restricted Subsidiary under Commodity Price Protection Agreements entered into in the ordinary course of the financial management of Holdco or such Restricted Subsidiary and not for speculative purposes;

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      (i) Debt in connection with one or more standby letters of credit or performance bonds issued by Holdco or any Restricted Subsidiary in the ordinary course of business or pursuant to self-insurance obligations and not in connection with the borrowing of money or the obtaining of advances or credit;

      (j) Debt of Foreign Restricted Subsidiaries in an aggregate principal amount outstanding at any one time not to exceed the greater of

      (1) $125 million, and

      (2) 10% of the consolidated total assets of the Foreign Restricted Subsidiaries;

      (k) Debt of Holdco or any Restricted Subsidiary outstanding on the Issue Date, after giving effect to the Transactions not otherwise described in clauses (a) through (i) above, provided that the Debt of Foreign Restricted Subsidiaries under this clause (k) shall not exceed $25 million;

      (l) Debt of HLI or a Restricted Subsidiary in an aggregate principal amount outstanding at any one time not to exceed $50 million; and

      (m) Permitted Refinancing Debt Incurred in respect of Debt Incurred pursuant to clause (1) of the first paragraph of this covenant and clauses (a), (c), (e) and (k) above.

      Notwithstanding anything to the contrary contained in this covenant,

      (a) Holdco and HLI shall not, and shall not permit any Guarantors to, Incur any Debt pursuant to this covenant if the proceeds thereof are used, directly or indirectly, to Refinance any Subordinated Debt unless such Debt shall be subordinated to the Notes or the applicable Note Guaranty, as the case may be, to at least the same extent as such Subordinated Debt;

      (b) Holdco and HLI shall not permit any of their respective Restricted Subsidiaries that is not a Guarantor or the Issuer to Incur any Debt pursuant to this covenant if the proceeds thereof are used, directly or indirectly, to Refinance any Debt of HLI or any Guarantor; and

      (c) accrual of interest, accretion or amortization of original issue discount and the payment of interest or dividends in the form of additional Debt, will be deemed not to be an Incurrence of Debt for purposes of this covenant.

      For purposes of determining compliance with this covenant, in the event that an item of Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (a) through (l), above or is entitled to be incurred pursuant to clause (1) of the first paragraph of this covenant, HLI shall, in its sole discretion, classify (or later reclassify in whole or in part, in its sole discretion) such item of Debt in any manner that complies with this covenant.

     Limitation on Restricted Payments

      Holdco and HLI shall not, and shall not permit any of their respective Restricted Subsidiaries to, make, directly or indirectly, any Restricted Payment if at the time of, and after giving effect to, such proposed Restricted Payment,

      (a) a Default or Event of Default shall have occurred and be continuing,

      (b) Holdco could not Incur at least $1.00 of additional Debt pursuant to clause (1) of the first paragraph of the covenant described under “— Limitation on Debt,” or

      (c) the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made since the Issue Date (the amount of any Restricted Payment, if made in Property other than in cash, to be based upon fair market value of such Property at the time of such Restricted Payment) would exceed an amount equal to the sum of:

      (1) 50% of the aggregate amount of Consolidated Net Income accrued during the period (treated as one accounting period) from the beginning of the fiscal quarter during which the

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Issue Date occurs to the end of the most recent fiscal quarter in respect of which financial statements have been delivered in accordance with the terms of the Indenture (or if the aggregate amount of Consolidated Net Income for such period shall be a deficit, minus 100% of such deficit), plus

      (2) 100% of Capital Stock Sale Proceeds, plus

      (3) the sum of:

      (A) the aggregate net cash proceeds received by Holdco or any Restricted Subsidiary from the issuance or sale after the Issue Date of convertible or exchangeable Debt that has been converted into or exchanged for Capital Stock (other than Disqualified Stock) of Holdco, and

      (B) the aggregate amount by which Debt (other than Subordinated Debt) of Holdco or any Restricted Subsidiary is reduced on Holdco’s consolidated balance sheet on or after the Issue Date upon the conversion or exchange of any Debt issued or sold on or prior to the Issue Date that is convertible or exchangeable for Capital Stock (other than Disqualified Stock) of Holdco,

      excluding, in the case of clause (A) or (B):

      (x) any such Debt issued or sold to Holdco or a Subsidiary of Holdco or an employee stock ownership plan or trust established by Holdco or any such Subsidiary for the benefit of their employees, and

      (y) the aggregate amount of any cash or other Property distributed by Holdco or any Restricted Subsidiary upon any such conversion or exchange, plus

      (4) an amount equal to the sum of:

      (A) the aggregate reduction in Investments in any Person other than Holdco or a Restricted Subsidiary resulting from dividends, returns of capital, repayments of loans or advances, interest or other transfers of Property, in each case to Holdco or any Restricted Subsidiary from such Person, and

      (B) the portion (proportionate to Holdco’s equity interest in such Unrestricted Subsidiary) of the fair market value of the net worth of an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary; provided, however, that the foregoing sum shall not exceed, in the case of any Person, the amount of Investments previously made (and treated as a Restricted Payment) by Holdco or any Restricted Subsidiary in such Person, plus

      (5) $20 million.

      Notwithstanding the foregoing limitation, Holdco may:

      (a) pay dividends on its Capital Stock within 60 days of the declaration thereof if, on the declaration date, such dividends could have been paid in compliance with the Indenture; provided, however, that at the time of such payment of such dividend, no other Default or Event of Default shall have occurred and be continuing (or result therefrom); provided further, however, that such dividend shall be included in the calculation of the amount of Restricted Payments;

      (b) purchase, repurchase, redeem, legally defease, acquire or retire for value Capital Stock of Holdco or Subordinated Debt in exchange for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of Holdco (other than Disqualified Stock and other than Capital Stock issued

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or sold to a Subsidiary of Holdco or an employee stock ownership plan or trust established by Holdco or any such Subsidiary for the benefit of their employees); provided, however, that

      (1) such purchase, repurchase, redemption, legal defeasance, acquisition or retirement shall be excluded in the calculation of the amount of Restricted Payments and

      (2) the Capital Stock Sale Proceeds from such exchange or sale shall be excluded from the calculation pursuant to clause (c)(2) above;

      (c) purchase, repurchase, redeem, legally defease, acquire or retire for value any Subordinated Debt in exchange for, or out of the proceeds of the substantially concurrent sale of, Permitted Refinancing Debt; provided, however, that such purchase, repurchase, redemption, legal defeasance, acquisition or retirement shall be excluded in the calculation of the amount of Restricted Payments; and

      (d) so long as no Default or Event of Default has occurred and is continuing, purchase, repurchase, redeem, legally defease, acquire or retire for value Capital Stock from any officer, director or employee of Holdco or its Restricted Subsidiaries in an amount not to exceed $1 million per year.

     Limitation on Liens

      Holdco and HLI shall not, and shall not permit any of their respective Restricted Subsidiaries to, directly or indirectly, Incur or suffer to exist, any Lien (other than Permitted Liens) upon any of their Property (including Capital Stock of a Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired, or any interest therein or any income or profits therefrom, unless it has made or will make effective provision whereby the Notes or the applicable Note Guaranty will be secured by such Lien equally and ratably with (or, if such other Debt constitutes Subordinated Debt, prior to) all other Debt of Holdco or any Restricted Subsidiary secured by such Lien for so long as such other Debt is secured by such Lien.

     Limitation on Issuance or Sale of Capital Stock of Restricted Subsidiaries

      Holdco and HLI shall not (directly or indirectly):

      (a) sell, pledge, hypothecate or otherwise dispose of any shares of Capital Stock of any of their respective Restricted Subsidiaries other than a pledge of stock constituting a Permitted Lien under clause (a) of the definition thereof, or

      (b) permit any Restricted Subsidiary to, directly or indirectly, issue or sell or otherwise dispose of any shares of its Capital Stock,

other than, in the case of either (a) or (b):

      (1) directors’ qualifying shares (or other de minimis amounts of shares required to be issued to third parties pursuant to local law requirements),

      (2) to Holdco or a Wholly Owned Restricted Subsidiary, or

      (3) a disposition of 100% of the shares of Capital Stock of a Restricted Subsidiary (excluding HLI Parent and HLI); provided, however, that, in the case of this clause (3),

      (A) such disposition is effected in compliance with the covenant described under “— Limitation on Asset Sales,” and

      (B) upon consummation of such disposition and execution and delivery of a supplemental indenture in form satisfactory to the Trustee in its reasonable judgment, such Restricted Subsidiary shall be released from any Note Guaranty previously made by such Restricted Subsidiary.

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In addition, HLI shall not, directly or indirectly, issue or sell any of its Capital Stock to any Person other than HLI Parent, and HLI Parent shall not, directly or indirectly, issue or sell any of its Capital Stock to any Person other than Holdco.

     Limitation on Asset Sales

      Holdco and HLI shall not, and shall not permit any of their respective Restricted Subsidiaries to, directly or indirectly, consummate any Asset Sale unless:

      (a) Holdco, HLI or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value of the Property subject to such Asset Sale; and

      (b) at least 75% of the consideration paid to Holdco, HLI or their respective Restricted Subsidiaries in connection with such Asset Sale is in the form of cash or Cash Equivalents or the assumption by the purchaser of liabilities of Holdco, HLI or any of their respective Restricted Subsidiaries (other than contingent liabilities or liabilities that are by their terms subordinated to the Notes or the applicable Note Guaranty) as a result of which Holdco, HLI and the Restricted Subsidiaries are no longer obligated with respect to such liabilities.

      The Net Available Cash (or any portion thereof) from Asset Sales may be applied by Holdco or a Restricted Subsidiary, to the extent Holdco or a Restricted Subsidiary elects (or is required by the terms of any Debt):

      (a) to Repay Senior Debt of HLI or any Guarantor (excluding, in any such case, any Debt owed to Holdco, HLI or an Affiliate of Holdco or HLI) or, in the case of Net Available Cash from Asset Sales by a Foreign Restricted Subsidiary, to Repay Debt of such Foreign Restricted Subsidiary; or

      (b) to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by Holdco or another Restricted Subsidiary).

      Any Net Available Cash from an Asset Sale not applied in accordance with the preceding paragraph within 270 days from the date of the receipt of such Net Available Cash or that is not segregated from the general funds of HLI for investment in identified Additional Assets in respect of a project that shall have been commenced, and for which binding contractual commitments have been entered into, prior to the end of such 270-day period and that shall not have been completed or abandoned shall constitute “Excess Proceeds”; provided, however, that the amount of any Net Available Cash that ceases to be so segregated as contemplated above and any Net Available Cash that is segregated in respect of a project that is abandoned or completed shall also constitute “Excess Proceeds” at the time any such Net Available Cash ceases to be so segregated or at the time the relevant project is so abandoned or completed, as applicable; provided further, however, that the amount of any Net Available Cash that continues to be segregated for investment and that is not actually reinvested within twenty-four months from the date of the receipt of such Net Available Cash shall also constitute “Excess Proceeds.”

      When the aggregate amount of Excess Proceeds exceeds $20 million (taking into account income earned on such Excess Proceeds, if any), HLI will be required to make an offer to repurchase (the “Prepayment Offer”) the Notes, which offer shall be in the amount of the Allocable Excess Proceeds (rounded to the nearest $1,000), on a pro rata basis according to principal amount, at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, including Special Interest, if any, to the repurchase date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the procedures (including prorating in the event of oversubscription) set forth in the Indenture. To the extent that any portion of the amount of Net Available Cash remains after compliance with the preceding sentence and provided that all Holders have been given the opportunity to tender their Notes for repurchase in accordance with the Indenture, Holdco or such Restricted Subsidiary may use such remaining amount for any purpose permitted by the Indenture, and the amount of Excess Proceeds will be reset to zero.

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      The term “Allocable Excess Proceeds” shall mean the product of:

      (a) the Excess Proceeds and

      (b) a fraction,

      (1) the numerator of which is the aggregate principal amount of the Notes outstanding on the date of the Prepayment Offer, and

      (2) the denominator of which is the sum of the aggregate principal amount of the Notes outstanding on the date of the Prepayment Offer and the aggregate principal amount of other Debt of HLI outstanding on the date of the Prepayment Offer that is pari passu in right of payment with the Notes and subject to terms and conditions in respect of Asset Sales similar in all material respects to this covenant and requiring HLI to make an offer to repurchase such Debt at substantially the same time as the Prepayment Offer.

      Within 30 business days after HLI is obligated to make a Prepayment Offer as described in the preceding paragraph, HLI shall send a written notice, by first-class mail, to the Holders, accompanied by such information regarding the Asset Sale as HLI in good faith believes will enable such Holders to make an informed decision with respect to such Prepayment Offer. Such notice shall state, among other things, the purchase price and the repurchase date, which shall be, subject to any contrary requirements of applicable law, a business day no earlier than 30 days nor later than 60 days from the date such notice is mailed.

      HLI will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this covenant. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, HLI will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue thereof.

     Limitation on Restrictions on Distributions from Restricted Subsidiaries

      Holdco and HLI shall not, and shall not permit any of their respective Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist any consensual restriction on the right of any of their respective Restricted Subsidiaries to:

      (a) pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or pay any Debt or other obligation owed, to Holdco or any Restricted Subsidiary,

      (b) make any loans or advances to Holdco or any Restricted Subsidiary, or

      (c) transfer any of its Property to Holdco or any Restricted Subsidiary.

           The foregoing limitations will not apply:

      (1) to restrictions:

      (A) in effect on the Issue Date (including restrictions pursuant to the Notes, the Indenture and the New Credit Facility),

      (B) arising under Debt of a Restricted Subsidiary and existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by Holdco or HLI,

      (C) that result from the Refinancing of Debt Incurred pursuant to an agreement referred to in clause (1)(A) or (B) above or in clause (2)(A) or (B) below, provided such restrictions are not less favorable, taken as a whole, to the Holders than those under the agreement evidencing the Debt so Refinanced, or

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      (D) arising under Debt or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; and

      (2) with respect to clause (c) only, to restrictions:

      (A) relating to Debt that is permitted to be Incurred and secured without also securing the Notes or the applicable Note Guaranty pursuant to the covenants described under “— Limitation on Debt” and “— Limitation on Liens” that limit the right of the debtor to dispose of or transfer the Property securing such Debt,

      (B) encumbering Property at the time such Property was acquired by Holdco or any Restricted Subsidiary, so long as such restrictions relate solely to the Property so acquired and were not created in connection with or in anticipation of such acquisition,

      (C) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder,

      (D) customary restrictions contained in asset sale agreements limiting the transfer of such Property pending the closing of such sale, or

      (E) customary restrictions contained in joint venture agreements entered into in the ordinary course of business and in good faith.

     Limitation on Transactions with Affiliates

      Holdco and HLI shall not, and shall not permit any of their respective Restricted Subsidiaries to, directly or indirectly, conduct any business or enter into or suffer to exist any transaction or series of transactions (including the purchase, sale, transfer, assignment, lease, conveyance or exchange of any Property or the rendering of any service) with, or for the benefit of, any Affiliate of Holdco or HLI (an “Affiliate Transaction”), unless:

      (a) the terms of such Affiliate Transaction are:

      (1) set forth in writing, and

      (2) no less favorable to Holdco, HLI or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of Holdco, HLI or such Restricted Subsidiary,

      (b) if such Affiliate Transaction involves aggregate payments or value in excess of $5 million, the Board of Directors (including at least a majority of the disinterested members of the Board of Directors) approves such Affiliate Transaction and, in its good faith judgment, concludes that such Affiliate Transaction complies with clause (a)(2) of this paragraph as evidenced by a Board Resolution promptly delivered to the Trustee, and

      (c) if such Affiliate Transaction involves aggregate payments or value in excess of $25 million, Holdco or HLI obtains a written opinion from an Independent Financial Advisor to the effect that the consideration to be paid or received in connection with such Affiliate Transaction is fair, from a financial point of view, to Holdco, HLI and the Restricted Subsidiaries.

      Notwithstanding the foregoing limitation, Holdco, HLI or any of their respective Restricted Subsidiaries may enter into or suffer to exist the following:

      (a) any transaction or series of transactions between Holdco and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries in the ordinary course of business, including the making of secured or unsecured intercompany loans not otherwise prohibited by the terms of the Indenture, provided that no more than 5% of the total voting power of the Voting Stock

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(on a fully diluted basis) of any such Restricted Subsidiary is owned by an Affiliate of Holdco or HLI (other than Holdco, HLI or a Restricted Subsidiary);

      (b) any Restricted Payment permitted to be made pursuant to the covenant described under “— Limitation on Restricted Payments” or any Permitted Investment;

      (c) the payment of compensation (including amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees of Holdco, HLI or any of their respective Restricted Subsidiaries, so long as the Board of Directors in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation to be fair consideration therefor;

      (d) agreements in effect on the Issue Date and described in this prospectus and any modifications, extensions or renewals thereto that are no less favorable to Holdco, HLI or any Restricted Subsidiary than such agreements as in effect on the Issue Date;

      (e) any customary transactions between or among any of Holdco, HLI, any Restricted Subsidiary and any Securitization Entity in connection with a Qualified Securitization Transaction, in each case provided that such transactions are not otherwise prohibited by terms of the Indenture;

      (f) any transaction or series of transactions pursuant to supply or similar agreements entered into in the ordinary course of business and consistent with past practice on customary terms, as determined by HLI in its good faith judgment; and

      (g) any transaction or series of transactions between Holdco, HLI or any of their Restricted Subsidiaries with any joint venture that constitutes an Affiliate solely by virtue of Holdco’s, HLI’s or any Restricted Subsidiary’s control of such joint venture.

     Limitation on Sale and Leaseback Transactions

      Holdco and HLI shall not, and shall not permit any of their respective Restricted Subsidiaries to, enter into any Sale and Leaseback Transaction with respect to any Property unless:

      (a) Holdco, HLI or such Restricted Subsidiary would be entitled to:

      (1) Incur Debt in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction pursuant to the covenant described under “— Limitation on Debt,” and

      (2) create a Lien on such Property securing such Attributable Debt without also securing the Notes or the applicable Note Guaranty pursuant to the covenant described under “— Limitation on Liens,” and

      (b) such Sale and Leaseback Transaction is effected in compliance with the covenant described under “— Limitation on Asset Sales.”

     Designation of Restricted and Unrestricted Subsidiaries

      The Board of Directors may designate any Subsidiary of Holdco other than HLI Parent or HLI to be an Unrestricted Subsidiary if such Subsidiary:

      (a) does not own any Capital Stock or Debt of, or own or hold any Lien on any Property of, Holdco or any Restricted Subsidiary;

      (b) has no Debt other than Debt:

      (1) as to which neither Holdco nor any of its Restricted Subsidiaries (A) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Debt), (B) is directly or indirectly liable as a Guarantor or otherwise, or (C) constitutes the lender, provided, however, that Holdco or a Restricted Subsidiary may loan, advance or extend credit to, or Guarantee the Debt of, an Unrestricted Subsidiary at any time at or after such

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Subsidiary is designated as an Unrestricted Subsidiary in accordance with the covenant described under “— Limitation on Restricted Payments,”

      (2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any Debt (other than any Guarantee permitted by the proviso to the preceding clause (1)) of Holdco or any Restricted Subsidiaries to declare a default on such Debt or cause the payment thereof to be accelerated or payable prior to its Stated Maturity, and

      (3) as to which the lenders have been notified in writing that they will not have any recourse to the stock or other Property of Holdco or any Restricted Subsidiaries, except for Debt that has been Guaranteed as permitted by the proviso to the preceding clause (1);

      (c) is not party to any agreement, contract, arrangement or understanding with Holdco or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Holdco or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of Holdco;

      (d) is a Person with respect to which neither Holdco nor any Restricted Subsidiaries has any direct or indirect obligation (1) to subscribe for additional Capital Stock or (2) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

      (e) has not Guaranteed or otherwise directly or indirectly provided credit support for any Debt of Holdco or any Restricted Subsidiaries.

Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Holdco will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (x) and (y) of the second immediately following paragraph will not be satisfied after giving pro forma effect to such classification or if such Person is a Subsidiary of an Unrestricted Subsidiary.

      Except as provided in the first sentence of the preceding paragraph, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary, and none of Holdco, HLI nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Debt that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary). Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this covenant, such Restricted Subsidiary shall, by execution and delivery of a supplemental indenture in form satisfactory to the Trustee in its reasonable judgment, be released from any Note Guaranty previously made by such Restricted Subsidiary.

      The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if, immediately after giving pro forma effect to such designation,

      (x) Holdco could Incur at least $1.00 of additional Debt pursuant to clause (1) of the first paragraph of the covenant described under “— Limitation on Debt,” and

      (y) no Default or Event of Default shall have occurred and be continuing or would result therefrom.

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      Any such designation or redesignation by the Board of Directors will be evidenced to the Trustee by filing with the Trustee a Board Resolution giving effect to such designation or redesignation and an Officers’ Certificate of HLI that:

      (a) certifies that such designation or redesignation complies with the foregoing provisions, and

      (b) gives the effective date of such designation or redesignation,

such filing with the Trustee to occur within 45 days after the end of the fiscal quarter of HLI in which such designation or redesignation is made (or, in the case of a designation or redesignation made during the last fiscal quarter of Holdco’s fiscal year, within 90 days after the end of such fiscal year).

Future Guarantors

      Holdco and HLI shall cause each Person that becomes a Domestic Restricted Subsidiary following the Issue Date, other than any Captive Insurance Subsidiaries or Securitization Entities, to execute and deliver to the Trustee a Note Guaranty at the time such Person becomes a Domestic Restricted Subsidiary. In addition, Holdco and HLI will cause each of their existing non-Guarantor Subsidiaries and each of their Foreign Restricted Subsidiaries created or acquired after the Issue Date which has Guaranteed or which Guarantees any Debt of Holdco or any Domestic Restricted Subsidiary, to execute and deliver to the Trustee a Guarantee agreement pursuant to which such non-Guarantor or Foreign Restricted Subsidiary will Guarantee payment of HLI’s obligations under the Notes on the same terms and conditions as set forth in the Guarantee of such other Debt of Holdco or any Restricted Subsidiary given by such non-Guarantor or Restricted Foreign Subsidiary.

Merger, Consolidation and Sale of Property

      HLI shall not merge, consolidate or amalgamate with or into any other Person (other than a merger of a Wholly Owned Restricted Subsidiary into HLI) or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of its Property in any one transaction or series of transactions unless:

      (a) HLI shall be the Surviving Person in such merger, consolidation or amalgamation, or the Surviving Person (if other than HLI) formed by such merger, consolidation or amalgamation or to which such sale, transfer, assignment, lease, conveyance or disposition is made shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia;

      (b) the Surviving Person (if other than HLI) expressly assumes, by supplemental indenture in form satisfactory to the Trustee in its reasonable judgment, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of the Indenture to be performed by HLI;

      (c) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Property of HLI, such Property shall have been transferred as an entirety or virtually as an entirety to one Person or a group of related persons;

      (d) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes of this clause (d) and clause (e) below, any Debt that becomes, or is anticipated to become, an obligation of the Surviving Person or any Restricted Subsidiary as a result of such transaction or series of transactions as having been Incurred by the Surviving Person or such Restricted Subsidiary at the time of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing;

      (e) immediately after giving effect to such transaction or series of transactions on a pro forma basis, HLI or the Surviving Person, as the case may be, would be able to Incur at least $1.00 of additional Debt under clause (1) of the first paragraph of the covenant described under “— Certain Covenants — Limitation on Debt”; and

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      (f) HLI shall deliver, or cause to be delivered, to the Trustee, in form and substance satisfactory to the Trustee in its reasonable judgment, an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction or series of transactions and the supplemental indenture, if any, in respect thereto comply with this covenant and that all conditions precedent herein provided for relating to such transaction or series of transactions have been satisfied.

      Holdco shall not, and Holdco and HLI shall not permit any other Guarantor to, merge, consolidate or amalgamate with or into any other Person (other than a merger of a Wholly Owned Restricted Subsidiary into HLI or a Guarantor) or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of its Property in any one transaction or series of transactions unless:

      (a) the Surviving Person (if other than such Guarantor) formed by such merger, consolidation or amalgamation or to which such sale, transfer, assignment, lease, conveyance or disposition is made shall be a corporation, limited liability company or partnership organized and existing under the laws of the United States of America, any State thereof or the District of Columbia;

      (b) the Surviving Person (if other than such Guarantor) expressly assumes, by supplemental indenture in form satisfactory to the Trustee in its reasonable judgment, executed and delivered to the Trustee by such Surviving Person, the due and punctual performance and observance of all the obligations of such Guarantor under its Note Guaranty and, in the case of Holdco, due and punctual performance and observance of all the covenants and conditions of the Indenture to be performed by Holdco;

      (c) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Property of such Guarantor, such Property shall have been transferred as an entirety or virtually as an entirety to one Person;

      (d) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes of this clause (d) and clause (e) below, any Debt that becomes, or is anticipated to become, an obligation of the Surviving Person, HLI or any Guarantor as a result of such transaction or series of transactions as having been Incurred by the Surviving Person, HLI or such Guarantor at the time of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing;

      (e) immediately after giving effect to such transaction or series of transactions on a pro forma basis, Holdco would be able to Incur at least $1.00 of additional Debt under clause (1) of the first paragraph of the covenant described under “— Certain Covenants — Limitation on Debt”; and

      (f) HLI shall deliver, or cause to be delivered, to the Trustee, in form and substance satisfactory to the Trustee in its reasonable judgment, an Officers’ Certificate and an Opinion of Counsel of HLI, each stating that such transaction or series of transactions and such Note Guaranty, if any, in respect thereto comply with this covenant and that all conditions precedent herein provided for relating to such transaction or series of transactions have been satisfied.

The foregoing provisions (other than clause (d)) shall not apply to any transaction or series of transactions which constitute an Asset Sale if Holdco has complied with the covenant described under “— Certain Covenants — Limitation on Asset Sales.”

      The Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of Holdco and HLI under the Indenture (or of the Guarantor under the Note Guaranty, as the case may be), but the predecessor of Holdco and HLI in the case of:

      (a) a sale, transfer, assignment, conveyance or other disposition (unless such sale, transfer, assignment, conveyance or other disposition is of all the assets of Holdco or HLI as an entirety or virtually as an entirety), or

      (b) a lease,

shall not be released from any of the obligations or covenants under the Indenture, including with respect to the payment of the Notes and obligations of the Note Guarantees.

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Payments for Consents

      Holdco and HLI will not, and will not permit any of their respective Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder of any Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid or is paid to all Holders that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

SEC Reports

      Notwithstanding that HLI may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, HLI shall file with the SEC and provide the Trustee and Holders with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such information, documents and reports to be so filed with the SEC and provided at the times specified for the filing of such information, documents and reports under such Sections; provided, however, that HLI shall not be so obligated to file such information, documents and reports with the SEC if the SEC does not permit such filings.

      In addition, HLI shall furnish to Holders and to prospective investors, upon the request of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act.

Events of Default

      Events of Default in respect of the Notes include:

      (1) failure to make the payment of any interest, including Special Interest, if any, on the Notes when the same becomes due and payable, and such failure continues for a period of 30 days;

      (2) failure to make the payment of any principal of, or premium, if any, on, any of the Notes when the same becomes due and payable at its Stated Maturity, upon acceleration, redemption, optional redemption, required repurchase or otherwise;

      (3) failure to comply with the covenant described under “— Merger, Consolidation and Sale of Property;”

      (4) failure to comply with any other covenant or agreement in the Notes or in the Indenture (other than a failure that is the subject of the foregoing clause (1), (2) or (3)), and such failure continues for 30 days after written notice is given to HLI as provided below;

      (5) a default under any Debt in an aggregate amount in excess of $20.0 million by Holdco or any Restricted Subsidiary that results in acceleration of the maturity of such Debt, or failure to pay any such Debt at maturity (the “cross acceleration provisions”);

      (6) any judgment or judgments for the payment of money in an aggregate amount in excess of $20.0 million (net of applicable insurance, if any, that is not subject to any reservation of rights by the insurer) that shall be rendered against Holdco or any Restricted Subsidiaries and that shall not be waived, satisfied or discharged for any period of 30 consecutive days during which a stay of enforcement shall not be in effect (the “judgment default provisions”);

      (7) certain events involving bankruptcy, insolvency or reorganization of Holdco, HLI Parent, HLI or any Significant Subsidiary (the “bankruptcy provisions”); and

      (8) any Note Guaranty ceases to be in full force and effect (other than in accordance with the terms of such Note Guaranty) or any Guarantor denies or disaffirms its obligations under its Note Guaranty (the “guaranty provisions”); and

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      (9) any security interest shall, at any time, cease to be in full force and effect for any reason other than the satisfaction in full of all obligations under the Indenture and discharge of the Indenture or the release thereof in accordance with its terms, or any security interest created thereunder shall be declared invalid or unenforceable or HLI or any Guarantor shall assert, in any pleading in any court of competent jurisdiction, that any such security interest is invalid or unenforceable (the “security default provisions”).

      A Default under clause (4) is not an Event of Default until the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes and any Additional Notes then outstanding notify HLI of the Default and HLI does not cause such Default to be cured within the time specified after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default.”

      HLI shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form of an Officers’ Certificate of any event that with the giving of notice or the lapse of time or both would become an Event of Default, its status and what action HLI is taking or proposes to take with respect thereto.

      If an Event of Default with respect to the Notes (other than an Event of Default resulting from certain events involving bankruptcy, insolvency or reorganization with respect to HLI) shall have occurred and be continuing, the Trustee or the registered Holders of not less than 25% in aggregate principal amount of the Notes and any Additional Notes then outstanding may declare to be immediately due and payable the principal amount of all the Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. In case an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization with respect to HLI shall occur, such amount with respect to all the Notes shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the Trustee, the registered Holders of at least a majority in aggregate principal amount of the Notes then outstanding may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal, premium or interest, have been cured or waived as provided in the Indenture.

      Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default shall occur and be continuing, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the Holders, unless such Holders shall have offered to the Trustee reasonable indemnity. Subject to such provisions for the indemnification of the Trustee, the Holders of at least a majority in aggregate principal amount of the Notes then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes.

      No Holder will have any right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or trustee, or for any remedy thereunder, unless:

      (a) such Holder has previously given to the Trustee written notice of a continuing Event of Default;

      (b) the registered Holders of at least 25% in aggregate principal amount of the Notes then outstanding have made a written request and offered reasonable indemnity to the Trustee to institute such proceeding as trustee; and

      (c) the Trustee shall not have received from the registered Holders of at least a majority in aggregate principal amount of the Notes then outstanding a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days.

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However, such limitations do not apply to a suit instituted by a Holder of any Note for enforcement of payment of the principal of, and premium, if any, or interest, including Special Interest, if any, on, such Note on or after the respective due dates expressed in such Note.

Amendments and Waivers

      Subject to certain exceptions, HLI and the Trustee with the consent of the registered Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes) may amend the Indenture and the Notes, and the registered Holders of at least a majority in aggregate principal amount of the Notes outstanding may waive any past default or compliance with any provisions of the Indenture and the Notes (except a default in the payment of principal, premium, interest, including Special Interest, if any, and certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder of an outstanding Note). However, without the consent of each Holder of an outstanding Note, no amendment may, among other things:

      (1) reduce the amount of Notes whose Holders must consent to an amendment or waiver;

      (2) reduce the rate of, or extend the time for payment of, interest, including Special Interest, if any, on, any Note;

      (3) reduce the principal of, or extend the Stated Maturity of, any Note;

      (4) make any Note payable in money other than that stated in the Note;

      (5) impair the right of any Holder to receive payment of principal of, premium, if any, and interest, including Special Interest, if any, on, such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes or any Note Guaranty;

      (6) subordinate the Notes or any Note Guaranty to any other obligation of HLI or the applicable Guarantor;

      (7) release any security interest that may have been granted in favor of the Holders other than pursuant to the terms of such security interest;

      (8) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed, as described under “— Optional Redemption;”

      (9) reduce the premium payable upon a Change of Control or, at any time after a Change of Control has occurred, change the time at which the Change of Control Offer relating thereto must be made or at which the Notes must be repurchased pursuant to such Change of Control Offer;

      (10) at any time after HLI is obligated to make a Prepayment Offer with the Excess Proceeds from Asset Sales, change the time at which such Prepayment Offer must be made or at which the Notes must be repurchased pursuant thereto; or

      (11) make any change in any Note Guaranty that would adversely affect the Holders.

      The Indenture and the Notes may be amended by HLI and the Trustee without the consent of any Holder to:

      (1) cure any ambiguity, omission, defect or inconsistency;

      (2) provide for the assumption by a Surviving Person of the obligations of Holdco and HLI under the Indenture;

      (3) provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code);

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      (4) add additional Guarantors with respect to the Notes or release Guarantors from Note Guaranties as provided or permitted by the terms of the Indenture;

      (5) secure the Notes, release all or any portion of any security interest, add to the covenants of Holdco or HLI for the benefit of the Holders or surrender any right or power conferred upon Holdco or HLI;

      (6) make any change that does not adversely affect the rights of any Holder;

      (7) comply with any requirement of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; or

      (8) provide for the issuance of additional Notes in accordance with the Indenture.

      The consent of the Holders is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. After an amendment becomes effective, HLI is required to mail to each registered Holder at such Holder’s address appearing in the security register a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, will not impair or affect the validity of the amendment.

Defeasance

      Holdco or HLI may, at any time, terminate all their obligations under the Notes and the Indenture (“legal defeasance”), except for certain obligations, including those respecting the defeasance trust and obligations to register the transfer or exchange of the Notes, to replace mutilated, destroyed, lost or stolen Notes and to maintain a registrar and paying agent in respect of the Notes. Holdco or HLI may, at any time, terminate:

      (1) HLI’s and Holdco’s obligations under the covenants described under “— Repurchase at the Option of Holders Upon a Change of Control” and “— Certain Covenants;”

      (2) the operation of the cross acceleration provisions, the judgment default provisions the bankruptcy provisions with respect to Significant Subsidiaries, the guaranty provisions and the security default provisions described under “— Events of Default” above; and

      (3) the limitations contained in clause (e) under the first paragraph of, and in the second paragraph of, “— Merger, Consolidation and Sale of Property” above (“covenant defeasance”).

Holdco or HLI may exercise their legal defeasance option notwithstanding their prior exercise of the covenant defeasance option.

      If Holdco or HLI exercises their legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If Holdco or HLI exercises their covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in clause (4) (with respect to the covenants described under “— Certain Covenants”), (5), (6), (7) (with respect only to Significant Subsidiaries) (8) or (9) under “— Events of Default” above or because of the failure of HLI to comply with clause (e) under the first paragraph of, or with the second paragraph of, “— Merger, Consolidation and Sale of Property” above. If Holdco or HLI exercises their legal defeasance option or covenant defeasance option, any collateral will be released and each Guarantor will be released from all its obligations under its Note Guaranty.

      The legal defeasance option or the covenant defeasance option may be exercised only if:

      (a) HLI irrevocably deposits in trust with the Trustee money or U.S. Government Obligations for the payment of principal of, premium, if any, and interest, including Special Interest, if any, on the Notes to maturity or redemption, as the case may be;

      (b) HLI delivers to the Trustee a certificate from a nationally recognized firm of independent certified public accountants expressing their opinion that the payments of principal, premium, if any, and interest when due and without reinvestment on the deposited U.S. Government Obligations plus

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any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Notes to be defeased to maturity or redemption, as the case may be;

      (c) 123 days pass after the deposit is made, and during the 123-day period, no Default described in clause (7) under “— Events of Default” occurs with respect to HLI or any other Person making such deposit which is continuing at the end of the period;

      (d) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto;

      (e) such deposit does not constitute a default under any other agreement or instrument binding on HLI;

      (f) HLI delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940;

      (g) in the case of the legal defeasance option, HLI delivers to the Trustee an Opinion of Counsel stating that:

      (1) HLI has received from the Internal Revenue Service a ruling, or

      (2) since the date of the Indenture there has been a change in the applicable Federal income tax law, to the effect, in either case, that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same time as would have been the case if such defeasance has not occurred;

      (h) in the case of the covenant defeasance option, HLI delivers to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and

      (i) HLI delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes have been complied with as required by the Indenture.

Governing Law

      The Indenture and the Notes are governed by the internal laws of the State of New York without reference to principles of conflicts of law.

The Trustee

      U.S. Bank National Association is the Trustee under the Indenture.

      Except during the continuance of an Event of Default, the Trustee will perform only such duties as are specifically set forth in the Indenture. During the existence of an Event of Default, the Trustee will exercise such of the rights and powers vested in it under the Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise under the circumstances in the conduct of such person’s own affairs.

Certain Definitions

      Set forth below is a summary of certain of the defined terms used in the Indenture. Reference is made to the Indenture for the full definition of all such terms as well as any other capitalized terms used

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herein for which no definition is provided. Unless the context otherwise requires, an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP (as defined below).

      “Additional Assets” means:

      (a) any Property (other than cash, Cash Equivalents and securities) owned by Holdco or any Restricted Subsidiary and used in a Related Business; or

      (b) Capital Stock of a Person that becomes or has become a Restricted Subsidiary as a result of the acquisition of such Capital Stock by Holdco or another Restricted Subsidiary from any Person other than Holdco or an Affiliate of Holdco; provided, however, that, in the case of clause (b), such Restricted Subsidiary is primarily engaged in a Related Business.

      “Affiliate” of any specified Person means:

      (a) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, or

      (b) any other Person who is a director or officer of:

      (1) such specified Person,

      (2) any Subsidiary of such specified Person, or

      (3) any Person described in clause (a) above.

      For the purposes of this definition, “control,” when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. For purposes of the covenants described under “— Certain Covenants — Limitation on Transactions with Affiliates and — Limitation on Asset Sales” and the definition of “Additional Assets” only, “Affiliate” shall also mean any beneficial owner of shares representing 10% or more of the total voting power of the Voting Stock (on a fully diluted basis) of Holdco or of rights or warrants to purchase such Voting Stock (whether or not currently exercisable) and any Person who would be an Affiliate of any such beneficial owner pursuant to the first sentence hereof.

      “Asset Sale” means any sale, lease, transfer, issuance or other disposition (or series of related sales, leases, transfers, issuances or dispositions) by Holdco or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a “disposition”), of

      (a) any shares of Capital Stock of any Restricted Subsidiary (other than directors’ qualifying shares), or

      (b) any other Property of Holdco or any Restricted Subsidiary outside of the ordinary course of business of Holdco or such Restricted Subsidiary,

other than,

      (1) any disposition by a Restricted Subsidiary to HLI or by Holdco, HLI or a Restricted Subsidiary to a Wholly Owned Restricted Subsidiary,

      (2) any disposition that constitutes a Permitted Investment or Restricted Payment permitted by the covenant described under “— Certain Covenants — Limitation on Restricted Payments,”

      (3) any disposition effected in compliance with the first or second paragraph of the covenant described under “— Merger, Consolidation and Sale of Property”),

      (4) any disposition in a single transaction or a series of related transactions of assets for aggregate consideration of less than $2.5 million,

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      (5) any disposition of cash or Cash Equivalents; and

      (6) any sale of accounts receivable and related assets (including contract rights) of the type specified in the definition of “Qualified Securitization Transaction” to or by a Securitization Entity for the fair market value thereof.

      “Attributable Debt” in respect of a Sale and Leaseback Transaction means, at any date of determination,

      (a) if such Sale and Leaseback Transaction is a Capital Lease Obligation, the amount of Debt represented thereby according to the definition of “Capital Lease Obligations,” and

      (b) in all other instances, the greater of:

      (1) the fair market value of the Property subject to such Sale and Leaseback Transaction at the time of the consummation thereof, and

      (2) the present value (discounted at the interest rate borne by the Notes, compounded annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction at the time of consummation thereof (including any period for which such lease has been extended).

      “Average Life” means, as of any date of determination, with respect to any Debt or Preferred Stock, the quotient obtained by dividing:

      (a) the sum of the product of the numbers of years (rounded to the nearest one-twelfth of one year) from the date of determination to the dates of each successive scheduled principal payment of such Debt or redemption or similar payment with respect to such Preferred Stock multiplied by the amount of such payment by

      (b) the sum of all such payments.

      “Board of Directors” means the board of directors of HLI.

      “Capital Lease Obligations” means any obligation under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP; and the amount of Debt represented by such obligation shall be the capitalized amount of such obligations determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. For purposes of “— Certain Covenants — Limitation on Liens,” a Capital Lease Obligation shall be deemed secured by a Lien on the Property being leased.

      “Capital Stock” means, with respect to any Person, any shares or other equivalents (however designated) of any class of corporate stock or partnership interests or any other participations, rights, warrants, options or other interests in the nature of an equity interest in such Person, including Preferred Stock, but excluding any debt security convertible or exchangeable into such equity interest.

      “Capital Stock Sale Proceeds” means the aggregate cash proceeds received by Holdco from the issuance or sale (other than to a Subsidiary of Holdco or an employee stock ownership plan or trust established by Holdco or any such Subsidiary for the benefit of their employees) by Holdco of its Capital Stock (other than Disqualified Stock) after the Issue Date, net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

      “Captive Insurance Subsidiary” means any Wholly Owned Restricted Subsidiary created solely for the purpose of, and engaged solely in the business of, purchasing or providing insurance to, or otherwise directly facilitating the provision of insurance for, Holdco and its Restricted Subsidiaries, provided that any such Wholly Owned Restricted Subsidiary shall be funded by Holdco and its Restricted Subsidiaries in the ordinary course of business solely with such amounts as are reasonably necessary to purchase, provide or

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facilitate insurance consistent with the past practice of Holdco and its Subsidiaries. In addition, such Wholly Owned Restricted Subsidiary shall satisfy each of the conditions required for the designation of a Subsidiary as an Unrestricted Subsidiary as set forth in clauses (a), (b), (c), (d), and (e) under the covenant “Designation of Restricted and Unrestricted Subsidiaries,” although designation as an Unrestricted Subsidiary under such covenants is not required.

      “Cash Equivalents” means any of the following:

      (a) Investments in U.S. Government Obligations maturing within 365 days of the date of acquisition thereof;

      (b) Investments in time deposit accounts, certificates of deposit and money market deposits maturing within 365 days of the date of acquisition thereof issued by a bank or trust company organized under the laws of the United States of America or any state thereof having capital, surplus and undivided profits aggregating in excess of $500 million and whose long-term debt is rated “A-3” or “A-” or higher according to Moody’s or S&P (or such similar equivalent rating by at least one “nationally recognized statistical rating organization” (as defined in Rule 436 under the Securities Act));

      (c) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (a) entered into with:

      (1) a bank meeting the qualifications described in clause (b) above, or

      (2) any primary government securities dealer reporting to the Market Reports Division of the Federal Reserve Bank of New York;

      (d) Investments in commercial paper, maturing not more than 180 days after the date of acquisition, issued by a corporation (other than an Affiliate of Holdco) organized and in existence under the laws of the United States of America with a rating at the time as of which any Investment therein is made of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to S&P (or such similar equivalent rating by at least one “nationally recognized statistical rating organization” (as defined in Rule 436 under the Securities Act));

      (e) direct obligations (or certificates representing an ownership interest in such obligations) of any state of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of such state is pledged and which are not callable or redeemable at the issuer’s option, provided that:

      (1) the long-term debt of such state is rated “A-3” or “A-” or higher according to Moody’s or S&P (or such similar equivalent rating by at least one “nationally recognized statistical rating organization” (as defined in Rule 436 under the Securities Act)), and

      (2) such obligations mature within 180 days of the date of acquisition thereof; and

      (f) in the case of any Foreign Restricted Subsidiary:

      (1) direct obligations of the sovereign nation (or agency thereof) in which such Foreign Restricted Subsidiary is organized and is conducting business or obligations fully and unconditionally guaranteed by such sovereign nation (or any agency thereof) and

      (2) investment of the type and maturity described in clauses (a) through (e) above of foreign obligors, which investments or obligors have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies, and

      (3) investments of the type and maturity described in clauses (a) through (e) above of foreign obligors, which investments or obligors are not rated as provided in such clauses or in (2) above but which are, in the reasonable judgment of HLI, comparable in investment quality to such investments and obligors, provided that the amount of such investments pursuant to this clause (f)(3) outstanding at any time shall not exceed $15 million.

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      “Change of Control” means the occurrence of any of the following events:

      (a) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successor provisions to either of the foregoing), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, other than any one or more of the Permitted Holders, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act, except that a person will be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 50% or more of the total voting power of the Voting Stock of Holdco, HLI Parent or HLI; (for purposes of this clause (a), such person or group shall be deemed to beneficially own any Voting Stock of a corporation held by any other corporation (the “parent corporation”) so long as such person or group beneficially owns, directly or indirectly, in the aggregate at least a majority of the total voting power of the Voting Stock of such parent corporation); or

      (b) the sale, transfer, assignment, lease, conveyance or other disposition, directly or indirectly, of all or substantially all the Property of Holdco, HLI Parent, HLI and their Restricted Subsidiaries, considered as a whole (other than a disposition of such Property as an entirety or virtually as an entirety to a Wholly Owned Restricted Subsidiary or one or more Permitted Holders), shall have occurred, or Holdco, HLI Parent or HLI merges, consolidates or amalgamates with or into any other Person (other than one or more Permitted Holders) or any other Person (other than one or more Permitted Holders) merges, consolidates or amalgamates with or into Holdco, HLI Parent or HLI in any such event pursuant to a transaction in which the outstanding Voting Stock of Holdco, HLI Parent or HLI is reclassified into or exchanged for cash, securities or other Property, other than any such transaction where:

      (1) the outstanding Voting Stock of Holdco, HLI Parent or HLI is reclassified into or exchanged for other Voting Stock of Holdco, HLI Parent or HLI or for Voting Stock of the Surviving Person, and

      (2) the holders of the Voting Stock of Holdco, HLI Parent or HLI immediately prior to such transaction own, directly or indirectly, not less than a majority of the Voting Stock of Holdco, HLI Parent or HLI or the Surviving Person immediately after such transaction and in substantially the same proportion as before the transaction; or

      (c) during any period of two consecutive years, individuals who at the beginning of such period constituted the board of directors of, as relevant, Holdco, HLI Parent or HLI (together with any new directors whose election or appointment by such board or whose nomination for election by the shareholders of, as relevant, Holdco, HLI Parent or HLI, was approved by a vote of not less than a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the relevant board of directors then in office; or

      (d) the shareholders of Holdco, HLI Parent or HLI shall have approved any plan of liquidation or dissolution of Holdco, HLI Parent or HLI, as applicable.

      “Code” means the Internal Revenue Code of 1986, as amended.

      “Commodity Price Protection Agreement” means, in respect of a Person, any forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement designed to protect such Person against fluctuations in commodity prices.

      “Comparable Treasury Issue” means the United States treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes. “Independent

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Investment Banker” means one of the Reference Treasury Dealers appointed by the Trustee after consultation with HLI.

      “Comparable Treasury Price” means, with respect to any redemption date:

      (a) the average of the bid and ask prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such redemption date, as set forth in the most recently published statistical release designated “H.15(519)” (or any successor release) published by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” or

      (b) if such release (or any successor release) is not published or does not contain such prices on such business day, the average of the Reference Treasury Dealer Quotations for such redemption date.

      “Consolidated Interest Coverage Ratio” means, as of any date of determination, the ratio of:

      (a) the aggregate amount of EBITDA for the most recent four consecutive fiscal quarters in respect of which financial statements have been delivered in accordance with the terms of the Indenture to

      (b) Consolidated Interest Expense for such four fiscal quarters;

provided, however, that:

      (1) if

      (A) since the beginning of such period Holdco or any Restricted Subsidiary has Incurred any Debt that remains outstanding or Repaid any Debt, or

      (B) the transaction giving rise to the need to calculate the Consolidated Interest Coverage Ratio is an Incurrence or Repayment of Debt,

Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Incurrence or Repayment as if such Debt was Incurred or Repaid on the first day of such period, provided that the amount of Debt Incurred under revolving credit facilities shall be deemed to be the average daily balance of such Debt during such four-quarter period (or any shorter period in which such facilities are in effect) and, provided further, in the event of any such Repayment of Debt, EBITDA for such period shall be calculated as if Holdco or such Restricted Subsidiary had not earned any interest income actually earned during such period in respect of the funds used to Repay such Debt, and

      (2) if

      (A) since the beginning of such period Holdco or any Restricted Subsidiary shall have made any Asset Sale or an Investment (by merger or otherwise) in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or an acquisition of Property which constitutes all or substantially all of an operating unit of a business,

      (B) the transaction giving rise to the need to calculate the Consolidated Interest Coverage Ratio is such an Asset Sale, Investment or acquisition, or

      (C) since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into Holdco or any Restricted Subsidiary since the beginning of such period) shall have made such an Asset Sale, Investment or acquisition,

then EBITDA for such period shall be calculated after giving pro forma effect to such Asset Sale, Investment or acquisition as if such Asset Sale, Investment or acquisition had occurred on the first day of such period.

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      If any Debt bears a floating rate of interest and is being given pro forma effect, the interest expense on such Debt shall be calculated as if the interest rate in effect for such floating rate of interest on the date of determination had been the applicable interest rate for the entire period (taking into account any Interest Rate Agreement applicable to such Debt if such Interest Rate Agreement has a remaining term in excess of 12 months). In the event the Capital Stock of any Restricted Subsidiary is sold during the period, Holdco shall be deemed, for purposes of clause (1) above, to have Repaid during such period the Debt of such Restricted Subsidiary to the extent Holdco and its continuing Restricted Subsidiaries are no longer liable for such Debt after such sale.

      “Consolidated Interest Expense” means, for any period, the total interest expense of Holdco and its consolidated Restricted Subsidiaries (net of interest income and payments received in respect of Interest Rate Agreements), plus, to the extent not included in such total interest expense, and to the extent Incurred by Holdco or its Restricted Subsidiaries:

      (a) interest expense attributable to leases constituting part of a Sale and Leaseback Transaction and to Capital Lease Obligations;

      (b) amortization of debt discount and debt issuance cost, including commitment fees;

      (c) capitalized interest;

      (d) non-cash interest expense;

      (e) commissions, discounts and other fees and charges owed with respect to letters of credit and banker’s acceptance financing;

      (f) costs associated with Interest Rate Agreements (including amortization of fees);

      (g) Disqualified Stock Dividends;

      (h) Preferred Stock Dividends;

      (i) interest Incurred in connection with Investments in discontinued operations;

      (j) interest accruing on any Debt of any other Person to the extent such Debt is Guaranteed by Holdco or any of its Restricted Subsidiaries; and

      (k) the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than Holdco) in connection with Debt Incurred by such plan or trust.

      “Consolidated Net Income” means, for any period, the net income (loss) of Holdco and its consolidated Restricted Subsidiaries; provided, however, that there shall not be included in such Consolidated Net Income:

      (a) any net income (loss) of any Person (other than Holdco) if such Person is not a Restricted Subsidiary, except that:

      (1) subject to the exclusion contained in clause (c) below, equity of Holdco and its consolidated Restricted Subsidiaries in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash distributed by such Person during such period to Holdco or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (b) below), and

      (2) the equity of Holdco and its consolidated Restricted Subsidiaries in a net loss of any such Person other than an Unrestricted Subsidiary for such period shall be included in determining such Consolidated Net Income,

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      (b) any net income (loss) of any Restricted Subsidiary if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions, directly or indirectly, to Holdco or HLI, except that:

      (1) subject to the exclusion contained in clause (c) below, the equity of Holdco and its consolidated Restricted Subsidiaries in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash distributed by such Restricted Subsidiary during such period to Holdco or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to another Restricted Subsidiary, to the limitation contained in this clause), and

      (2) the equity of Holdco and its consolidated Restricted Subsidiaries in a net loss of any such Restricted Subsidiary for such period shall be included in determining such Consolidated Net Income,

      (c) any gain or loss realized upon the sale or other disposition of any Property of Holdco or any of its consolidated Restricted Subsidiaries (including pursuant to any Sale and Leaseback Transaction) that is not sold or otherwise disposed of in the ordinary course of business,

      (d) any extraordinary gain or loss,

      (e) the cumulative effect of a change in accounting principles.

      (f) any non-cash compensation expense realized for grants of performance shares, stock options or other rights to officers, directors and employees of Holdco or any Restricted Subsidiary, provided that such shares, options or other rights can be redeemed at the option of the holder only for Capital Stock of Holdco (other than Disqualified Stock), and

      (g) any non-cash income or expense related to changes in the book value of Capital Stock of Holdco or its consolidated Restricted Subsidiaries.

Notwithstanding the foregoing, for purposes of the covenant described under “— Certain Covenants — Limitation on Restricted Payments” only, there shall be excluded from Consolidated Net Income any dividends, returns of capital, repayments of loans or advances, interest or other transfers of Property from Unrestricted Subsidiaries to Holdco or a Restricted Subsidiary to the extent such dividends, returns, repayments, interest or transfers increase the amount of Restricted Payments permitted under such covenant pursuant to clause (c)(4) thereof.

      “Credit Facilities” means, with respect to Holdco or any Restricted Subsidiary, one or more debt or commercial paper facilities with banks or other institutional lenders (including the New Credit Facility) providing for revolving credit loans, term loans, receivables or inventory financing (including through the sale of receivables or inventory to such lenders or to special purpose, bankruptcy remote entities formed to borrow from such lenders against such receivables or inventory) or trade or standby letters of credit, in each case together with any Refinancings thereof.

      “Currency Exchange Protection Agreement” means, in respect of a Person, any foreign exchange contract, currency swap agreement, currency option, forward contract or other similar agreement or arrangement, in each case, including any Guarantee and collateral documents referred to therein, designed to protect such Person against fluctuations in currency exchange rates.

      “Debt” means, with respect to any Person on any date of determination (without duplication):

      (a) the principal of and premium (if any) in respect of:

      (1) debt of such Person for money borrowed, and

      (2) debt evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable;

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      (b) all Capital Lease Obligations of such Person and all Attributable Debt in respect of Sale and Leaseback Transactions entered into by such Person;

      (c) all obligations of such Person representing the deferred purchase price of Property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business);

      (d) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in (a) through (c) above) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the third business day following receipt by such Person of a demand for reimbursement following payment on the letter of credit);

      (e) the amount of all obligations of such Person with respect to the Repayment of any Disqualified Stock or, with respect to any Subsidiary of such Person, any Preferred Stock (but excluding, in each case, any accrued dividends);

      (f) all obligations of the type referred to in clauses (a) through (e) above of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee;

      (g) all obligations of the type referred to in clauses (a) through (f) above of other Persons secured by any Lien on any Property of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the fair market value of such Property and the amount of the obligation so secured; and

      (h) to the extent not otherwise included in this definition, Hedging Obligations of such Person.

The amount of Debt of any Person at any date shall be the outstanding balance, or the accreted value of such Debt in the case of Debt issued with original issue discount, at such date of all unconditional obligations as described above and the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations at such date. The amount of Debt represented by a Hedging Obligation shall be equal to:

      (1) zero if such Hedging Obligation has been Incurred pursuant to clause (f), (g) or (h) of the second paragraph of the covenant described under “— Certain Covenants — Limitation on Debt;” or

      (2) the notional amount of such Hedging Obligation if not Incurred pursuant to such clauses.

      “Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

      “Disqualified Stock” means any Capital Stock of Holdco or any of its Restricted Subsidiaries that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, in either case at the option of the holder thereof) or otherwise:

      (a) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

      (b) is or may become redeemable or repurchaseable at the option of the holder thereof, in whole or in part, or

      (c) is convertible or exchangeable at the option of the holder thereof for Debt or Disqualified Stock,

on or prior to, in the case of clause (a), (b) or (c), the first anniversary of the Stated Maturity of the Notes.

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      “Disqualified Stock Dividends” means all dividends with respect to Disqualified Stock of Holdco held by Persons other than a Wholly Owned Restricted Subsidiary. The amount of any such dividend shall be equal to the quotient of such dividend divided by the difference between one and the maximum statutory federal income tax rate (expressed as a decimal number between 1 and 0) then applicable to Holdco.

      “Domestic Restricted Subsidiary” means any Restricted Subsidiary other than (a) a Foreign Restricted Subsidiary or (b) a Subsidiary of a Foreign Restricted Subsidiary.

      “EBITDA” means, for any period, an amount equal to, for Holdco and its consolidated Restricted Subsidiaries:

      (a) the sum of Consolidated Net Income for such period, plus the following to the extent reducing Consolidated Net Income for such period:

      (1) amount of any foreign, U.S. Federal, State or local taxes included in Consolidated Net Income,

      (2) Consolidated Interest Expense,

      (3) depreciation,

      (4) amortization of intangibles,

      (5) any other non-cash items (other than any such non-cash item to the extent that it represents an accrual of, or reserve for, cash expenditures in any future period),

      (6) cash charges of up to $20 million in respect of facility closures and other restructuring activities,

      (7) the following adjustments made pursuant to fresh-start accounting:

      (a) all such adjustments made prior to the date Hayes Lemmerz International, Inc. emerges from Chapter 11 bankruptcy proceedings (the “Emergence Date”); and

      (b) any expense arising after the Emergence Date that is included in cost of goods sold arising from adjustments to inventory that are made in connection with fresh-start accounting,

      (8) the following items for HLI and its consolidated Subsidiaries in respect of the period commencing on February 1, 2002 and ending on the Emergence Date:

      (a) non-recurring charges and restructuring charges that in accordance with GAAP are charged against operating income;

      (b) all professional fees, financing costs and other costs, expenses and items directly related to the Chapter 11 cases as reflected in the consolidated statement of operations, including any administrative expense reflecting such costs, expenses or other items;

      (c) all charges to earnings with respect to employee severance;

      (d) the non-cash effect attributable to minority interest income or expense, and

      (9) costs under employee retention programs approved by the U.S. Bankruptcy Court in the bankruptcy proceedings of Hayes Lemmerz International, Inc.; minus

      (b) all non-cash items increasing Consolidated Net Income for such period (other than any such non-cash item to the extent that it represents a change of an accrual of, or reserve for, cash expenditures in any future period).

Notwithstanding the foregoing clause (a), the provision for taxes and the depreciation, amortization and non-cash items of a Restricted Subsidiary shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion) that the net income of such Restricted Subsidiary was included in calculating Consolidated Net Income and only if a corresponding amount

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would be permitted at the date of determination to be dividended to Holdco by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to such Restricted Subsidiary or its shareholders.

      “Event of Default” has the meaning set forth under “— Events of Default.”

      “Exchange Act” means the Securities Exchange Act of 1934, as amended.

      “Exchange Notes” means the notes issued in exchange for the Notes issued in this offering or any Additional Notes pursuant to the registration rights agreement described under “exchange offer; Registration Rights” or any similar registration rights agreement with respect to any Additional Notes.

      “fair market value” means, with respect to any Property, (a) the price that could be negotiated in an arm’s-length free market transaction, for cash, between a willing seller and a willing buyer, neither of whom is under undue pressure or compulsion to complete the transaction and (b) in the case of any determination of fair market value for purposes of the covenant described under “— Certain Covenants — Limitation on Restricted Payments”:

      (a) if such Property has a fair market value equal to or less than $5.0 million, by any Officer of HLI;

      (b) if such Property has a fair market value in excess $5.0 million, by at least a majority of the Board of Directors and evidenced by a Board Resolution, dated within 30 days of the relevant transaction; or

      (c) if such Property has a fair market value in excess of $25 million, by an Independent Financial Advisor and evidenced by a written opinion from such Independent Financial Advisor, dated within 30 days of the relevant transaction, and delivered to the Trustee.

      “Foreign Restricted Subsidiary” means any Restricted Subsidiary which is not organized under the laws of the United States of America or any State thereof or the District of Columbia.

      “GAAP” means accounting principles generally accepted in the United States as in effect on the Issue Date, including those set forth in:

      (a) the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants;

      (b) the statements and pronouncements of the Financial Accounting Standards Board;

      (c) such other statements by such other entity as approved by a significant segment of the accounting profession; and

      (d) the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC.

      “Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt of any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person:

      (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise) or

      (b) entered into for the purpose of assuring in any other manner the obligee against loss in respect thereof (in whole or in part);

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      provided, however, that the term “Guarantee” shall not include:

      (1) endorsements for collection or deposit in the ordinary course of business or

      (2) a contractual commitment by one Person to invest in another Person for so long as such Investment is reasonably expected to constitute a Permitted Investment under clause (a), (b) or (c) of the definition of “Permitted Investment.”

The term “Guarantee” used as a verb has a corresponding meaning.

      “Guarantor” means Holdco, each Domestic Restricted Subsidiary (other than HLI, Captive Insurance Subsidiaries, Securitization Entities and two Domestic Restricted Subsidiaries that are owned by Foreign Restricted Subsidiaries) and any other Person that becomes a Guarantor pursuant to the covenant described under “— Future Guarantors” or who otherwise executes and delivers a supplemental indenture to the Trustee providing for a Note Guaranty.

      “Hedging Obligation” of any Person means any obligation or liability, direct or indirect, contingent or otherwise, of such Person in respect of any Interest Rate Agreement, Currency Exchange Protection Agreement, Commodity Price Protection Agreement or any other similar agreement or arrangement.

      “Holder” means a Person in whose name a Note is registered in the security register.

      “Incur” means, with respect to any Debt or other obligation of any Person, to create, issue, incur (by merger, conversion, exchange or otherwise), extend, assume, Guarantee or become liable in respect of such Debt or other obligation or the recording, as required pursuant to GAAP or otherwise, of any such Debt or obligation on the balance sheet of such Person (and “Incurrence” and “Incurred” shall have meanings correlative to the foregoing); provided, however, that a change in GAAP that results in an obligation of such Person that exists at such time, and is not theretofore classified as Debt, becoming Debt shall not be deemed an Incurrence of such Debt; provided further, however, that any Debt or other obligations of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Subsidiary at the time it becomes a Subsidiary.

      “Independent Financial Advisor” means an investment banking firm of national standing or any third party appraiser of national standing, provided that such firm or appraiser is not an Affiliate of Holdco.

      “Interest Rate Agreement” means, for any Person, any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar agreement, in each case, including any Guarantee and collateral documents referred to therein designed to protect such Person against fluctuations in interest rates.

      “Investment” by any Person means any direct or indirect loan (other than advances to customers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of such Person), advance or other extension of credit or capital contribution (by means of transfers of cash or other Property to others or payments for Property or services for the account or use of others, or otherwise) to, or Incurrence of a Guarantee of any obligation of, or purchase or acquisition of Capital Stock, bonds, notes, debentures or other securities or evidence of Debt issued by, any other Person. For purposes of the covenants described under “— Certain Covenants — Limitation on Restricted Payments” and “— Designation of Restricted and Unrestricted Subsidiaries” and the definition of “Restricted Payment,” the term “Investment” shall include the portion (proportionate to Holdco’s beneficial equity interest in such Subsidiary) of the fair market value of the net worth of any Subsidiary of Holdco at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, Holdco shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to:

      (a) Holdco’s “Investment” in such Subsidiary at the time of such redesignation, less

      (b) the portion (proportionate to Holdco’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation.

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In determining the amount of any Investment made by transfer of any Property other than cash, such Property shall be valued at its fair market value at the time of such Investment.

      “Issue Date” means the date on which the Notes are initially issued.

      “Lien” means, with respect to any Property of any Person, any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, security interest, lien, charge, easement (other than any easement not materially impairing usefulness or marketability), encumbrance, preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such Property (including any Capital Lease Obligation, conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing or any Sale and Leaseback Transaction).

      “Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

      “Net Available Cash” from any Asset Sale means cash payments received therefrom (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Debt or other obligations relating to the Property that is the subject of such Asset Sale or received in any other non-cash form), in each case net of:

      (a) all legal, title and recording tax expenses, commissions and other fees and expenses incurred, and all Federal, state, provincial, foreign and local taxes required to be accrued as a liability under GAAP, as a consequence of such Asset Sale;

      (b) all payments made on or in respect of any Debt that is secured by any Property subject to such Asset Sale, in accordance with the terms of the Lien on such Property securing such Debt, or which must by its terms, or in order to obtain a necessary consent to such Asset Sale, or by applicable law, be repaid out of the proceeds of such Asset Sale;

      (c) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Sale; and

      (d) the deduction of appropriate amounts provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the Property disposed of in such Asset Sale and retained by Holdco or any Restricted Subsidiary after such Asset Sale.

      “New Credit Facility” means the credit facilities provided under the Credit Agreement expected to be entered into upon our emergence from bankruptcy, among Holdco, HLI, the lenders from time to time party thereto, Citicorp North America, Inc., as Administrative Agent and Lehman Commercial Paper Inc. as Syndication Agent, including any related notes, collateral documents, letters of credit and documentation and guarantees and any appendices, exhibits or schedules to any of the preceding, as well as any or all of such agreements (or any other agreement that Refinances any of or all such agreements), as may be amended, restated, modified or supplemented from time to time, or renewed, refunded, refinanced, restructured, replaced, repaid or extended from time to time, whether with the original agents and lenders or other agents or lenders.

      “Note Guaranty” means a Guarantee of HLI’s obligations with respect to the Notes on the terms set forth in the Indenture.

      “Obligations” means all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Debt.

      “Officer” means the Chief Executive Officer, the President, the Chief Financial Officer or any Vice President of HLI.

      “Officers’ Certificate” means a certificate signed by two Officers of HLI, at least one of whom shall be the principal executive officer or principal financial officer of HLI, and delivered to the Trustee.

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      “Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to HLI or the Trustee.

      “Permitted Holders” means (a) Apollo Management V, L.P. and other investment funds under common management, or any Person of which the foregoing “beneficially owns” (as defined in Rule 13d-3 under the Exchange Act), individually or collectively with any of the foregoing, at least a majority of the total voting power of the Voting Stock of such Person and (b) Q Investment L.P. and other investment funds under common management, or any Person of which the foregoing “beneficially owns” (as defined in Rule 13d-3 under the Exchange Act), individually or collectively with any of the foregoing, at least a majority of the total voting power of the Voting Stock of such Person. In addition, Holdco shall be a Permitted Holder with respect to HLI Parent and HLI Parent shall be a Permitted Holder with respect to HLI.

      “Permitted Investment” means any Investment by Holdco, HLI or any of their Restricted Subsidiaries in:

      (a) Holdco or any Restricted Subsidiary;

      (b) any Person that will, upon the making of such Investment, become a Restricted Subsidiary, provided that the primary business of such Restricted Subsidiary is a Related Business;

      (c) any Person if as a result of such Investment such Person is merged or consolidated with or into, or transfers or conveys all or substantially all of its Property to, Holdco or a Restricted Subsidiary, provided that such Person’s primary business is a Related Business;

      (d) Cash Equivalents;

      (e) receivables owing to Holdco or a Restricted Subsidiary, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as Holdco or such Restricted Subsidiary deems reasonable under the circumstances;

      (f) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

      (g) loans and advances to employees made in the ordinary course of business consistent with past practices of Holdco or such Restricted Subsidiary, as the case may be, provided that such loans and advances do not exceed $1 million in the aggregate at any one time outstanding;

      (h) stock, obligations or other securities received in settlement of obligations created in the ordinary course of business and owing to Holdco or a Restricted Subsidiary or in satisfaction of judgments;

      (i) any Person to the extent such Investment represents the non-cash portion of the consideration received in connection with (A) an Asset Sale consummated in compliance with the covenant described under “— Certain Covenants — Limitation on Asset Sales,” or (B) any disposition of Property not constituting an Asset Sale;

      (j) a Securitization Entity or any Investment by a Securitization Entity in any other Person in connection with a Qualified Securitization Transaction; provided that any Investment in a Securitization Entity is in the form of a Purchase Money Note, contribution of additional receivables and related assets or any equity interests; and

      (k) other Investments made for fair market value that do not exceed $75 million in the aggregate outstanding at any one time.

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      “Permitted Liens” means:

      (a) Liens to secure Debt permitted to be Incurred under clause (b) of the definition of “Permitted Debt” in the second paragraph of the covenant described under “— Certain Covenants — Limitation on Debt”, Liens to secure obligations with respect to cash management arrangements entered into in the ordinary course of business with lenders or affiliates thereof of Debt permitted to be Incurred under clause (b) of such definition, Liens to secure Debt permitted to be Incurred under clause (f) of such definition to the extent they relate to Debt permitted under clause (b) of such definition and Liens to secure Debt permitted to be Incurred under clauses (g) and (h) of such definition;

      (b) Liens to secure Debt permitted to be Incurred under clause (c) of the second paragraph of the covenant described under “— Certain Covenants — Limitation on Debt,” provided that any such Lien may not extend to any Property of Holdco or any Restricted Subsidiary, other than the Property acquired, constructed or leased with the proceeds of such Debt and any improvements or accessions to such Property;

      (c) Liens for taxes, assessments or governmental charges or levies on the Property of Holdco or any Restricted Subsidiary if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision that shall be required in conformity with GAAP shall have been made therefor;

      (d) Liens imposed by law, such as carriers’, warehousemen’s, landlord’s, materialmen’s and mechanics’ Liens and other similar Liens, on the Property of Holdco or any Restricted Subsidiary arising in the ordinary course of business and securing payment of obligations that are not more than 60 days past due or are being contested in good faith and by appropriate proceedings;

      (e) Liens on the Property of Holdco or any Restricted Subsidiary Incurred in the ordinary course of business to secure performance of obligations with respect to statutory or regulatory requirements, performance or return-of-money bonds, surety bonds or other obligations of a like nature and Incurred in a manner consistent with industry practice, in each case which are not Incurred in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of Property and which do not in the aggregate impair in any material respect the use of Property in the operation of the business of Holdco and the Restricted Subsidiaries taken as a whole;

      (f) Liens on Property at the time Holdco or any Restricted Subsidiary acquired such Property, including any acquisition by means of a merger or consolidation with or into Holdco or any Restricted Subsidiary; provided, however, that any such Lien may not extend to any other Property of Holdco or any Restricted Subsidiary; provided further, however, that such Liens shall not have been Incurred in anticipation of or in connection with the transaction or series of transactions pursuant to which such Property was acquired by Holdco or any Restricted Subsidiary;

      (g) Liens on the Property of a Person at the time such Person becomes a Restricted Subsidiary; provided, however, that any such Lien may not extend to any other Property of Holdco or any other Restricted Subsidiary that is not a direct Subsidiary of such Person; provided further, however, that any such Lien was not Incurred in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Restricted Subsidiary;

      (h) pledges or deposits by Holdco or any Restricted Subsidiary under workers’ compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Debt) or leases to which Holdco or any Restricted Subsidiary is party, or deposits to secure public or statutory obligations of Holdco, or deposits for the payment of rent, in each case Incurred in the ordinary course of business;

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      (i) utility easements, building and zoning restrictions and such other encumbrances or charges against real Property as are of a nature generally existing with respect to properties of a similar character;

      (j) Liens on the Capital Stock of any joint venture that is not a Subsidiary of Holdco or any Restricted Subsidiary, provided, that such Lien secures only obligations of such joint venture;

      (k) Liens existing on the Issue Date not otherwise described in clauses (a) through (j) above;

      (l) Liens not otherwise described in clauses (a) through (k) above on the Property of any Restricted Subsidiary that is not a Guarantor to secure any Debt permitted to be Incurred by such Restricted Subsidiary pursuant to the covenant described under “Certain Covenants — Limitation on Debt”;

      (m) Liens on the Property of Holdco or any Restricted Subsidiary to secure any Refinancing, in whole or in part, of any Debt secured by Liens referred to in clause (b), (f), (g) or (k) above; provided, however, that any such Lien shall be limited to all or part of the same Property that secured the original Lien (together with improvements and accessions to such Property), and the aggregate principal amount of Debt that is secured by such Lien shall not be increased to an amount greater than the sum of:

      (1) the outstanding principal amount, or, if greater, the committed amount, of the Debt secured by Liens described under clause (b), (f), (g) or (k) above, as the case may be, at the time the original Lien became a Permitted Lien under the Indenture;

      (2) an amount necessary to pay any fees and expenses, including premiums and defeasance costs related to such Refinancing; and

      (3) accrued and unpaid interest on the Debt being Refinanced;

      (n) Liens on accounts receivable and related assets of the type specified in the definition “Qualified Securitization Transaction” transferred to a Securitization Entity in a Qualified Securitization Transaction;

      (o) Liens created by Sale and Leaseback Transactions not involving Capital Lease Obligations;

      (p) Liens securing Debt permitted to be Incurred under clause (d) of the definition of “Permitted Debt” in the second paragraph of the covenant described under “— Certain Covenants — Limitation on Debt;” and

      (q) Liens not otherwise permitted by clauses (a) through (p) above encumbering Property having an aggregate fair market value not in excess of $5 million.

      “Permitted Refinancing Debt” means any Debt that Refinances any other Debt, including any successive Refinancings, so long as:

      (a) such Debt is in an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) not in excess of the sum of

      (1) the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding of the Debt being Refinanced plus accrued and unpaid interest, and

      (2) an amount necessary to pay any fees and expenses, including premiums and defeasance costs, related to such Refinancing;

      (b) the Average Life of such Debt is equal to or greater than the Average Life of the Debt being Refinanced;

      (c) the Stated Maturity of such Debt is no earlier than the Stated Maturity of the Debt being Refinanced; and

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      (d) the new Debt shall not be senior in right of payment to the Debt that is being Refinanced,

provided, however, that Permitted Refinancing Debt shall not include:

      (1) Debt of a Subsidiary of Holdco other than HLI that is not a Guarantor that Refinances Debt of HLI or a Guarantor; or

      (2) Debt of Holdco or a Restricted Subsidiary that Refinances Debt of an Unrestricted Subsidiary.

      “Person” means any individual, corporation, company (including any limited liability company), association, partnership, joint venture, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

      “Preferred Stock” means any Capital Stock of a Person, however designated, which entitles the holder thereof to a preference with respect to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of any other class of Capital Stock issued by such Person.

      “Preferred Stock Dividends” means all dividends with respect to Preferred Stock of Restricted Subsidiaries held by Persons other than Holdco or a Wholly Owned Restricted Subsidiary. The amount of any such dividend shall be equal to the quotient of such dividend divided by the difference between one and the maximum statutory federal income rate (expressed as a decimal number between 1 and 0) then applicable to the issuer of such Preferred Stock.

      “pro forma” means, with respect to any calculation made or required to be made pursuant to the terms hereof, a calculation performed in accordance with Article 11 of Regulation S-X promulgated under the Securities Act, as interpreted in good faith by the Board of Directors after consultation with the independent certified public accountants of HLI, or otherwise a calculation made in good faith by the Board of Directors after consultation with the independent certified public accountants of HLI, as the case may be.

      “Property” means, with respect to any Person, any interest of such Person in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including Capital Stock in, and other securities of, any other Person. For purposes of any calculation required pursuant to the Indenture, the value of any Property shall be its fair market value.

      “Public Equity Offering” means an underwritten public offering of common stock of Holdco pursuant to an effective registration statement under the Securities Act.

      “Purchase Money Debt” means Debt:

      (a) consisting of the deferred purchase price of Property, conditional sale obligations, obligations under any title retention agreement, other purchase money obligations and obligations in respect of industrial revenue bonds, in each case where the maturity of such Debt at the time of Incurrence thereof does not exceed the anticipated useful life of the Property being financed; and

      (b) Incurred to finance the acquisition, construction or lease by HLI or a Guarantor of such Property, including additions and improvements thereto,

provided, however, that such Debt is Incurred within 180 days after the acquisition, construction or lease of such Property by HLI or such Guarantor.

      “Purchase Money Note” means a promissory note evidencing a line of credit, or evidencing other Debt owed to Holdco or any Restricted Subsidiary in connection with a Qualified Securitization Transaction, which note shall be repaid from cash available to the maker of such note, other than amounts required to be established as reserves, amounts paid to investors in respect of interest, principal and other amounts owing to such investors and amounts paid in connection with the purchase of newly generated accounts receivable.

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      “Qualified Securitization Transaction” means any transaction or series of transactions that may be entered into by Holdco or any Restricted Subsidiary pursuant to which Holdco or any Restricted Subsidiary may sell, convey or otherwise transfer pursuant to customary terms to: (a) a Securitization Entity (in the case of a transfer by Holdco or any Restricted Subsidiary); and (b) any other Person (in the case of transfer by a Securitization Entity), or may grant a security interest in any accounts receivable (whether now existing or arising or acquired in the future) of Holdco or any Restricted Subsidiary, and any assets related thereto including all collateral securing such accounts receivable, all contracts and contract rights and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets (including contract rights) which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable.

      “Reference Treasury Dealer” means Citigroup Global Markets Inc.. and its successors; provided, however, that if the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), HLI shall substitute therefor another Primary Treasury Dealer.

      “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and ask prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date.

      “Refinance” means, in respect of any Debt, to refinance, extend, renew, refund or Repay, or to issue other Debt, in exchange or replacement for, such Debt. “Refinanced” and “Refinancing” shall have correlative meanings.

      “Related Business” means any business that is related, ancillary or complementary to the businesses of HLI and the Restricted Subsidiaries on the Issue Date.

      “Repay” means, in respect of any Debt, to repay, prepay, repurchase, redeem, legally defease or otherwise retire such Debt. “Repayment” and “Repaid” shall have correlative meanings. For purposes of the covenant described under “— Certain Covenants — Limitation on Asset Sales” and the definition of “Consolidated Interest Coverage Ratio,” Debt shall be considered to have been Repaid only to the extent the related loan commitment, if any, shall have been permanently reduced in connection therewith.

      “Restricted Payment” means:

      (a) any dividend or distribution (whether made in cash, securities or other Property) declared or paid on or with respect to any shares of Capital Stock of Holdco or any Restricted Subsidiary (including any payment in connection with any merger or consolidation with or into Holdco or any Restricted Subsidiary), except for any dividend or distribution that is made solely to Holdco or a Restricted Subsidiary (and, if such Restricted Subsidiary is not a Wholly Owned Restricted Subsidiary, to the other shareholders of such Restricted Subsidiary on a pro rata basis or on a basis that results in the receipt by Holdco or a Restricted Subsidiary of dividends or distributions of greater value than it would receive on a pro rata basis) or any dividend or distribution payable solely in shares of Capital Stock (other than Disqualified Stock) of Holdco;

      (b) the purchase, repurchase, redemption, acquisition or retirement for value of any Capital Stock of Holdco or any Restricted Subsidiary or any securities exchangeable for or convertible into any such Capital Stock (other than from Holdco or a Restricted Subsidiary), including the exercise of any option to exchange any Capital Stock (other than for or into Capital Stock of Holdco that is not Disqualified Stock);

      (c) the purchase, repurchase, redemption, acquisition or retirement for value, prior to the date for any scheduled maturity, sinking fund or amortization or other installment payment, of any Subordinated Obligation (other than the purchase, repurchase or other acquisition of any Subordinated Obligation purchased in anticipation of satisfying a scheduled maturity, sinking fund or

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amortization or other installment obligation, in each case due within one year of the date of acquisition);

      (d) any Investment (other than Permitted Investments) in any Person; or

      (e) the issuance, sale or other disposition of Capital Stock of any Restricted Subsidiary to a Person other than Holdco or a Restricted Subsidiary if the result thereof is that such Restricted Subsidiary shall cease to be a Restricted Subsidiary, in which event the amount of such “Restricted Payment” shall be the fair market value of the remaining interest, if any, in such former Restricted Subsidiary held by Holdco and the other Restricted Subsidiaries.

      “Restricted Subsidiary” means HLI Parent, HLI and any other Subsidiary of Holdco other than an Unrestricted Subsidiary.

      “S&P” means Standard & Poor’s Ratings Services or any successor to the rating agency business thereof.

      “Sale and Leaseback Transaction” means any direct or indirect arrangement relating to Property now owned or hereafter acquired whereby Holdco or a Restricted Subsidiary transfers such Property to another Person and Holdco or a Restricted Subsidiary leases it from such Person, provided, however, that a Sale and Leaseback Transaction shall not include any transfer and leaseback of any Property completed with 90 days of the acquisition of such Property by Holdco or any Restricted Subsidiary.

      “SEC” means the Securities and Exchange Commission.

      “Securities Act” means the Securities Act of 1933, as amended.

      “Securitization Entity” means any Wholly Owned Subsidiary of Holdco or any Restricted Subsidiary (or another Person in which Holdco or any Restricted Subsidiary makes an Investment and to which Holdco or any Restricted Subsidiary transfers accounts receivables and related assets):

      (a) which engages in no activities other than in connection with the financing of accounts receivable and related assets;

      (b) which is designated by the Board of Directors (as provided below) as a Securitization Entity;

      (c) no portion of the Debt or any other Obligations (contingent or otherwise) of which

      (i) is guaranteed by Holdco or any Restricted Subsidiary (excluding guarantees of Obligations (other than the principal of, and interest on, Debt) pursuant to Standard Securitization Undertakings and guarantees by the Securitization Entity,

      (ii) is recourse to or obligates Holdco or any Restricted Subsidiary (other than the Securitization Entity) in any way other than pursuant to Standard Securitization Undertakings or

      (iii) subjects any property or asset of Holdco or any Restricted Subsidiary (other than the Securitization Entity), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings and other than any interest in the accounts receivable and related assets being financed (whether in the form of any equity interest in such assets or subordinated indebtedness payable primarily from such financed assets) retained or acquired by Holdco or any Restricted Subsidiary;

      (d) with which none of Holdco nor any Restricted Subsidiary has any material contract, agreement, arrangement or understanding other than those customary for a Qualified Securitization Transaction and, in any event, on terms no less favorable to Holdco or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of Holdco or such Restricted Subsidiary; and

      (e) to which none of Holdco nor any Restricted Subsidiary has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results. Any such designation by the Board of Directors shall be evidenced to the Trustee by filing

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with the Trustee a certified copy of the resolution of the Board of Directors giving effect to such designation and an officers’ certificate certifying that such designation complied with the foregoing conditions.

      “Senior Debt” of HLI means:

      (a) all obligations consisting of the principal, premium, if any, and accrued and unpaid interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to HLI to the extent post-filing interest is allowed in such proceeding) in respect of

      (1) Debt of HLI for borrowed money, and

      (2) Debt of HLI evidenced by notes, debentures, bonds or other similar instruments permitted under the Indenture for the payment of which HLI is responsible or liable;

      (b) all Capital Lease Obligations of HLI and all Attributable Debt in respect of Sale and Leaseback Transactions entered into by HLI;

      (c) all obligations of HLI

      (1) for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction,

      (2) under Hedging Obligations, or

      (3) issued or assumed as the deferred purchase price of Property and all conditional sale obligations of HLI and all obligations under any title retention agreement permitted under the Indenture; and

      (d) all obligations of other Persons of the type referred to in clauses (a), (b) and (c) for the payment of which HLI is responsible or liable as Guarantor,

provided, however, that Senior Debt shall not include:

      (A) Debt of HLI that is by its terms subordinate in right of payment to the Notes, including any Subordinated Debt;

      (B) any Debt Incurred in violation of the provisions of the Indenture;

      (C) accounts payable or any other obligations of HLI to trade creditors created or assumed by HLI in the ordinary course of business in connection with the obtaining of materials or services (including Guarantees thereof or instruments evidencing such liabilities);

      (D) any liability for Federal, state, local or other taxes owed or owing by HLI;

      (E) any obligation of HLI to any of its Subsidiaries; or

      (F) any obligations with respect to any Capital Stock of HLI.

      “Senior Debt” of any Guarantor shall have a correlative meaning.

      “Significant Subsidiary” means any “significant Subsidiary” of Holdco within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

      “Special Interest” means the additional interest, if any, to be paid on the Notes as described under “The Exchange Offer.”

      “Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by Holdco or any Restricted Subsidiary which are reasonably customary in an accounts receivable securitization transaction.

      “Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the payment of principal of such security is due and payable, including pursuant to any

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mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred).

      “Subordinated Debt” means any Debt of HLI or any Guarantor (whether outstanding on the Issue Date or thereafter Incurred) that is subordinate or junior in right of payment to the Notes or the applicable Note Guaranty pursuant to a written agreement to that effect.

      “Subsidiary” means, in respect of any Person, any corporation, company (including any limited liability company), association, partnership, joint venture or other business entity of which at least a majority of the total voting power of the Voting Stock is at the time owned or controlled, directly or indirectly, by:

      (a) such Person;

      (b) such Person and one or more Subsidiaries of such Person; or

      (c) one or more Subsidiaries of such Person.

      “Surviving Person” means the surviving Person formed by a merger, consolidation or amalgamation and, for purposes of the covenant described under “— Merger, Consolidation and Sale of Property,” a Person to whom all or substantially all of the Property of HLI or a Guarantor is sold, transferred, assigned, leased, conveyed or otherwise disposed.

      “Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the yield to maturity of the Comparable Treasury Issue, compounded semi-annually, assuming a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

      “Unrestricted Subsidiary” means:

      (a) any Subsidiary of Holdco that is designated after the Issue Date as an Unrestricted Subsidiary as permitted or required pursuant to the covenant described under “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries” and is not thereafter redesignated as a Restricted Subsidiary as permitted pursuant thereto; and

      (b) any Subsidiary of an Unrestricted Subsidiary.

      “U.S. Dollar Equivalent” means, with respect to any monetary amount in a currency other than U.S. dollars, at any time of determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for purchase of U.S. dollars with the applicable foreign currency as published in the Financial Times on the date two business days prior to such determination, provided, that if any such amount is subject to at least a coterminous Currency Exchange Protection Agreement with respect to U.S. dollars covering all principal, premium, if any, and interest payable on such amount, the amount of such currency will be as provided in the Currency Exchange Protection Agreement.

      Whenever it is necessary to determine whether Holdco or a Restricted Subsidiary has complied with any covenant in the Indenture or a Default has occurred or is continuing and an amount is expressed in a currency other than U.S. dollars, such amount will be treated as the U.S. Dollar Equivalent determined as of the date such amount is initially determined in such currency.

      “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the issuer’s option.

      “Voting Stock” of any Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.

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      “Wholly Owned Restricted Subsidiary” means, at any time, a Restricted Subsidiary all the Voting Stock of which (except directors’ qualifying shares and other de minimis amounts of shares required to be issued to third parties pursuant to local law requirements) is at such time owned, directly or indirectly, by Holdco and its other Wholly Owned Subsidiaries.

      “Wholly Owned Subsidiary” means, at any time, a Subsidiary all the Voting Stock of which (except directors’ qualifying shares and other de minimis amounts of shares required to be issued to third parties pursuant to local law requirements) is at such time owned, directly or indirectly, by Holdco and its other Wholly Owned Restricted Subsidiaries.

Book-Entry System

      The Notes will be initially issued in the form of one or more Global Securities registered in the name of DTC or its nominee.

      Upon the issuance of a Global Security, DTC or its nominee will credit the accounts of Persons holding through it with the respective principal amounts of the Notes represented by such Global Security purchased by such Persons in the Offering. Such accounts shall be designated by the initial purchasers. Ownership of beneficial interests in a Global Security will be limited to Persons that have accounts with DTC (“participants”) or Persons that may hold interests through participants. Any Person acquiring an interest in a Global Security through an offshore transaction in reliance on Regulation S of the Securities Act may hold such interest through Clearstream Banking, S.A. or Euroclear Bank S.A./N.V., as operator of the Euroclear System. Ownership of beneficial interests in a Global Security will be shown on, and the transfer of that ownership interest will be effected only through, records maintained by DTC (with respect to participants’ interests) and such participants (with respect to the owners of beneficial interests in such Global Security other than participants). The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and such laws may impair the ability to transfer beneficial interests in a Global Security.

      Payment of principal of and interest on Notes represented by a Global Security will be made in immediately available funds to DTC or its nominee, as the case may be, as the sole registered owner and the sole Holder represented thereby for all purposes under the Indenture. HLI has been advised by DTC that upon receipt of any payment of principal of or interest on any Global Security, DTC will immediately credit, on its book-entry registration and transfer system, the accounts of participants with payments in amounts proportionate to their respective beneficial interests in the principal or face amount of such Global Security as shown on the records of DTC. Payments by participants to owners of beneficial interests in a Global Security held through such participants will be governed by standing instructions and customary practices as is now the case with securities held for customer accounts registered in “street name” and will be the sole responsibility of such participants.

      A Global Security may not be transferred except as a whole by DTC or a nominee of DTC to a nominee of DTC or to DTC. A Global Security is exchangeable for certificated Notes only if:

      (a) DTC notifies HLI that it is unwilling or unable to continue as a depositary for such Global Security or if at any time DTC ceases to be a clearing agency registered under the Exchange Act;

      (b) HLI in its discretion at any time determines not to have all the Notes represented by such Global Security; or

      (c) there shall have occurred and be continuing a Default or an Event of Default with respect to the Notes represented by such Global Security.

Any Global Security that is exchangeable for certificated Notes pursuant to the preceding sentence will be exchanged for certificated Notes in authorized denominations and registered in such names as DTC or any successor depositary holding such Global Security may direct. Subject to the foregoing, a Global Security is not exchangeable, except for a Global Security of like denomination to be registered in the name of

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DTC or any successor depositary or its nominee. In the event that a Global Security becomes exchangeable for certificated Notes:

      (a) certificated Notes will be issued only in fully registered form in denominations of $1,000 or integral multiples thereof;

      (b) payment of principal of, and premium, if any, and interest on, the certificated Notes will be payable, and the transfer of the certificated Notes will be registrable, at the office or agency of HLI maintained for such purposes; and

      (c) no service charge will be made for any registration of transfer or exchange of the certificated Notes, although HLI may require payment of a sum sufficient to cover any tax or governmental charge imposed in connection therewith.

      So long as DTC or any successor depositary for a Global Security, or any nominee, is the registered owner of such Global Security, DTC or such successor depositary or nominee, as the case may be, will be considered the sole owner or Holder represented by such Global Security for all purposes under the Indenture and the Notes. Except as set forth above, owners of beneficial interests in a Global Security will not be entitled to have the Notes represented by such Global Security registered in their names, will not receive or be entitled to receive physical delivery of certificated Notes in definitive form and will not be considered to be the owners or Holders of any Notes under such Global Security. Accordingly, each Person owning a beneficial interest in a Global Security must rely on the procedures of DTC or any successor depositary, and, if such Person is not a participant, on the procedures of the participant through which such Person owns its interest, to exercise any rights of a Holder under the Indenture. HLI understands that under existing industry practices, in the event that HLI requests any action of Holders or that an owner of a beneficial interest in a Global Security desires to give or take any action which a Holder is entitled to give or take under the Indenture, DTC or any successor depositary would authorize the participants holding the relevant beneficial interest to give or take such action and such participants would authorize beneficial owners owning through such participants to give or take such action or would otherwise act upon the instructions of beneficial owners owning through them.

      DTC has advised HLI that DTC is a limited-purpose trust company organized under the Banking Law of the State of New York, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered under the Exchange Act. DTC was created to hold the securities of its participants and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC’s participants include securities brokers and dealers (which may include the initial purchasers), banks, trust companies, clearing corporations and certain other organizations some of whom (or their representatives) own DTC. Access to DTC’s book-entry system is also available to others, such as banks, brokers, dealers and trust companies, that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

      Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in Global Securities among participants of DTC, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of HLI, the Trustee or the initial purchasers will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

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REGISTRATION RIGHTS

      Holders of the New Notes are not entitled to any registration rights with respect to the New Notes. On June 3, 2003, HLI, the guarantors of the Old Notes and the Initial Purchasers of the Old Notes entered into a registration rights agreement. The registration rights agreement requires HLI and the guarantors of the Old Notes to use their respective best efforts to cause a registration statement relating to the exchange of Old Notes for registered New Notes, having terms substantially identical to those of the Old Notes (except that the issuance of the New Notes has been registered under the Securities Act and the transfer restrictions, registration rights and certain special interest provisions relating to the Old Notes do not apply to the New Notes), to be declared effective under the Securities Act not later than October 31, 2003. We have also agreed to bear the cost of preparing, filing and having the registration statement declared effective. The registration statement of which this prospectus forms a part is the registration statement required by the registration rights agreement. Pursuant to this prospectus and the enclosed letter of transmittal, we are offering to all holders of the Old Notes an opportunity to exchange your Old Notes for a like principal amount of the New Notes. We will keep the exchange offer open for not less than 30 days and not more than 45 days after the date this prospectus is mailed to the holders of Old Notes. For each Old Note surrendered for exchange in the exchange offer, you will receive a New Note with a principal amount at maturity equal to that of the surrendered Old Note. Interest on such New Note will accrue: (1) from the later of (a) the last interest payment date on which interest was paid on the Old Note surrendered in exchange for the New Note or (b) if the Old Note is surrendered for exchange on a date in a period which includes the record date for an interest payment date to occur on or after the date of the exchange and as to which interest will be paid, the date of the interest payment, or (2) if no interest has been paid on the Old Note, from June 3, 2003.

      Based on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties, we believe that the New Notes you receive in the exchange offer may be offered for resale, resold or otherwise transferred without compliance with the registration and prospectus delivery provisions of the Securities Act. By tendering your Old Notes, you represent to us:

•  that any New Notes received in exchange for your Old Notes in the exchange offer are being acquired by you or any other person receiving such New Notes in the ordinary course of your or such other person’s business;

•  that at the time of the commencement of the exchange offer, you do not, or any other person who will receive New Notes in exchange for your Old Notes does not, have any arrangement or understanding with any person to participate in the “distribution” (as defined in the Securities Act) of the New Notes in violation of the Securities Act;

•  that you are not holding Old Notes that have, or are reasonably likely to have, the status of an unsold allotment;

•  that you are not, or such other person receiving New Notes in exchange for your Old Notes is not, an “affiliate” (as defined in Rule 405 under the Securities Act) of HLI, or if you are, or such other person is, an affiliate, you or such other person will comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction;

•  if you are not, or such other person receiving New Notes in exchange for your Old Notes is not, a broker-dealer, that you are not, or such other person is not, engaged in, and you do not, or such other person does not, intend to engage in, the distribution of the New Notes; and

•  if you are a participating broker-dealer, that you will receive the New Notes for your own account in exchange for Old Notes that were acquired by you as a result of your market-making or other trading activities and that you will deliver a prospectus in connection with any resale of the New Notes you receive.

      Broker-dealers receiving New Notes in the exchange offer will have a prospectus deliver requirement with respect to the resales of the New Notes. The SEC has taken the position that participating broker-

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dealers may fulfill their prospectus delivery requirements with respect to resales of the New Notes— other than a resale of an unsold allotment from the original sale of the Old Notes— by delivering this prospectus to prospective purchasers. We have agreed that for a period of 180 days after the date on which the registration statement of which this prospectus forms a part is declared effective (or such shorter period during which participating broker-dealers are required by law to deliver the prospectus), we will make this prospectus, as amended or supplemented, available to any participating broker-dealer for use in connection with any resale of the New Notes. For further information regarding the obligations of participating broker-dealers, including the prospectus delivery requirement, see “Plan of Distribution.”

      Under some circumstances, we may be required to file a shelf registration statement covering resales of the Old Notes. This requirement will be triggered if:

•  applicable interpretations of the staff of the SEC do not permit us to effect the exchange offer;

•  the registration statement of which this prospectus forms a part is not declared effective by October 31, 2003 or the exchange offer is not completed by November 30, 2003;

•  the Initial Purchasers so request with respect to Old Notes not eligible to be exchanged for New Notes in the exchange offer; or

•  any holder (other than an Initial Purchaser) is not eligible to participate in the exchange offer or does not receive in the exchange offer New Notes that are freely transferable under federal and state securities laws— other than as a result of the holder’s status as an “affiliate” of HLI, as defined in the Securities Act.

      If we are required to file the shelf registration statement, then we will

•  as promptly as practicable and at our expense, file the shelf registration statement with the SEC;

•  use our best efforts to cause the shelf registration statement to be declared effective under the Securities Act; and

•  use our best efforts to keep the shelf registration statement effective until the earlier of disposition of the Old Notes covered by the shelf registration or two years after its effective date (or such earlier time as the Old Notes are eligible for resale under Rule 144(c)).

      In the event that a shelf registration statement is filed, we will:

•  provide a copy of the prospectus that forms a part of the shelf registration statement to each holder of Old Notes for whom such registration statement was filed;

•  notify each holder of Old Notes when the shelf registration statement has been declared effective; and

•  take other actions as are required to permit unrestricted resales of the Old Notes.

      If you sell Old Notes under the shelf registration statement:

•  you generally must be named as a selling security holder in the prospectus that forms a part of the shelf registration statement;

•  you must deliver a prospectus to any purchasers of your Old Notes;

•  you will be subject to the civil liability provisions of the Securities Act in connection with such sales; and

•  you will be bound by the provisions of the registration rights agreement that are applicable to holders who sell their Old Notes under the shelf registration statement, including various indemnification rights and obligations.

      A registration default will occur, or would have occurred, if: (a) on or prior to August 3, 2003, neither this registration statement nor the shelf registration statement had been filed with the SEC; (b) on

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or prior to October 31, 2003, neither this registration statement nor the shelf registration statement has been declared effective; (c) on or prior to November 30, 2003, neither the exchange offer has been consummated nor the shelf registration has been declared effective; or (d) after either this registration statement or the shelf registration statement has been declared effective, the registration statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with resales of Old Notes or New Notes in accordance with and during the periods specified in the registration rights agreement.

      If a registration default should occur, special interest will accrue on the principal amount of the affected Old Notes and New Notes (in addition to the stated interest on the Old Notes) from and including the date on which any registration default occurs, but excluding the date on which all registration defaults have been cured. Special interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of such registration default and will increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event will such rate exceed 1.00% per annum.

      This summary of the registration rights agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the registration rights agreement, a copy of which is filed as an exhibit to the registration statement of which this prospectus forms a part and is incorporated by reference in this prospectus.

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U.S. FEDERAL INCOME TAX CONSIDERATIONS

      The following discussion is a summary of the material United States federal income tax consequences of the exchange of Old Notes for New Notes, as well as the ownership and disposition of New Notes. This discussion is based upon the Internal Revenue Code of 1986, as amended, which we refer to in this prospectus as the Code, Treasury regulations under the Code, which we refer to in this prospectus as the Treasury Regulations, judicial authorities, published positions of the Internal Revenue Service, which we refer to in this prospectus as the IRS, and other applicable authorities, all as in effect on the date hereof and all of which are subject to change or differing interpretations (possibly with retroactive effect). This discussion does not address all of the tax consequences that may be relevant to a particular holder or to holders subject to special treatment under federal income tax laws, including:

•  holders of Old Notes who did not acquire the Old Notes on their original issuance at their original issue price;

•  banks;

•  thrifts;

•  real estate investment trusts;

•  regulated investment companies;

•  insurance companies;

•  dealers in securities or currencies;

•  tax-exempt entities;

•  persons that have a functional currency other than the United States dollar;

•  holders of Notes that are partnerships or other entities treated as partnerships for United States federal income tax purposes;

•  persons that hold Notes as part of a straddle, hedging, constructive sale or conversion transaction; and

•  shareholders, partners or beneficiaries of a holder of Notes.

This discussion is limited to holders who hold their Old Notes and New Notes as capital assets (generally, assets held for investment purposes). No ruling has been or will be sought from the IRS regarding any matter discussed herein. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax aspects set forth below. You should consult your own tax advisor as to the United States federal income tax consequences of exchanging the Old Notes for New Notes and holding and disposing of New Notes, as well as the effects of state, local and non-United States tax laws.

      For purposes of this discussion, a United States person is any one of the following:

•  an individual who is a citizen or resident of the United States;

•  a corporation or other entity treated as a corporation for United States federal income tax purposes created or organized in the United States or under the laws of the United States or of any political subdivision of the United States;

•  an estate, the income of which is includible in gross income for United States federal income tax purposes regardless of its source; or

•  a trust, the administration of which is subject to the primary supervision of a court within the United States and that has one or more United States persons who have the authority to control all substantial decisions of the trust, or that has in effect a valid election to be treated as a domestic trust for United States federal income tax purposes.

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      For purposes of this discussion, the term “United States holder” means a holder of Notes that is a United States person and the term “non-United States holder” means a holder of Notes that is not a United States person.

Exchange Offer

      An exchange of Old Notes for New Notes in the exchange offer will not be a taxable event for United States federal income tax purposes. Accordingly, the New Notes received will be treated as a continuation of the Old Notes in the hands of the exchanging holder and the holder will have the same tax basis and holding period in the New Notes received as it had in the Old Notes immediately before the exchange. A holder that does not exchange its Old Notes for New Notes pursuant to the exchange offer will not recognize any gain or loss for United States federal income tax purposes upon consummation of the exchange offer.

United States Holders

      Payments of Interest. Payments of interest on New Notes generally will be taxable to a United States holder as ordinary interest income at the time such payments are accrued or received (in accordance with the United States holder’s method of accounting for federal income tax purposes).

      Sale or Other Disposition of New Notes. Upon the sale or other disposition of a New Note, a United States holder will generally recognize capital gain or loss equal to the difference between the amount realized on the sale or other disposition and the holder’s adjusted tax basis in the New Note. For these purposes, the amount realized on the sale or other disposition of a New Note does not include any amount received attributable to accrued but unpaid interest, which will be taxable as ordinary income unless previously taken into account. Capital gain or loss on the sale or other disposition of a New Note will be long-term capital gain or loss if the New Note and the Old Note were held for a total of more than one year.

Non-United States Holders

      Payments of Interest. Payments of interest on a New Note to a non-United States holder generally will not be subject to United States federal income tax or withholding tax, provided that all of the following are true:

•  the non-United States holder does not actually or constructively own 10 percent or more of the total combined voting power of all of our classes of stock entitled to vote;

•  the non-United States holder is not a controlled foreign corporation to which we are a related person for United States federal income tax purposes; and

•  the non-United States holder certifies, on Form W-8BEN (or a permissible substitute or successor form) under penalties of perjury, that it is the beneficial owner of the New Notes and is not a United States person.

      Interest paid to a non-United States holder that does not qualify for the above exemption from withholding tax generally will be subject to withholding of U.S. federal income tax at the rate of 30 percent, unless the non-United States holder satisfies one of the following requirements:

•  The non-United States holder provides a completed Form W-8BEN (or substitute or successor form) to the bank, broker or other intermediary who holds the Notes stating, among other things, that the non-United States holder is the beneficial owner of the New Notes and is not a United States person.

•  The non-United States holder holds its New Notes directly through a “qualified intermediary”, and the qualified intermediary has sufficient information in its files indicating that the non-United States holder is not a United States person. A qualified intermediary is a bank, broker or other intermediary that is acting out of a non-United States branch or office and has signed an agreement with the IRS that it will administer all or part of the United States withholding tax rules under specified procedures.

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•  The non-United States holder is entitled to an exemption from (or a reduction in) withholding tax on interest under a tax treaty between the United States and the non-United States holder’s country of residence. To claim this exemption (or reduction in rate), a non-United States holder must generally complete Form W-8BEN.

•  The interest income on the New Notes is effectively connected with the non-United States holder’s conduct of a trade or business in the United States, and is not exempt from United States tax under a tax treaty. To claim this exemption, a non-United States holder must complete Form W-8ECI.

Even if a non-United States holder meets one of the requirements listed above, interest paid to it will be subject to United States withholding tax under any of the following circumstances:

•  the withholding agent or an intermediary knows or has reason to know that the non-United States holder is not entitled to an exemption from (or reduction in) withholding tax;

•  the IRS notifies the withholding agent that information that the non-United States holder or an intermediary provided concerning the holder’s status is false; or

•  an intermediary through which the non-United States holder holds the New Notes fails to comply with the procedures necessary to avoid the imposition of United States withholding tax on the New Notes. In particular, an intermediary is generally required to forward a copy of the non-United States holder’s Form W-8BEN (or other documentary information concerning the holder’s status) to the withholding agent for the New Notes. However, if a non-United States holder holds its New Notes through a qualified intermediary, or there is a qualified intermediary in the chain of title between the non-United States holder and the withholding agent for the New Notes, the qualified intermediary generally is not required to forward this information to the withholding agent.

      Interest payments made to non-United States holders will generally be reported to the IRS and to the holders on Form 1042-S.

      Sale or Other Disposition of New Notes. Subject to the discussion below concerning information reporting and backup withholding, any gain realized by a non-United States holder on the sale or other disposition of a New Note generally will not be subject to United States federal income tax unless one of the following applies:

•  the gain is connected with a trade or business that the non-United States holder conducts in the United States;

•  the non-United States holder is an individual who is present in the United States for at least 183 days during the year in which the sale or other disposition of the New Note occurs and certain other conditions are satisfied;

•  the non-United States holder is subject to tax pursuant to the provisions of United States tax law applicable to certain expatriates; or

•  the gain represents accrued interest, in which case, the rules for interest would apply.

      U.S. Trade or Business. If a non-United States holder holds a New Note in connection with a trade or business that it is conducting in the United States, any interest on the New Note, and any gain from disposition of the New Note, generally will be subject to income tax as if the non-United States holder were a United States person. In addition, if the non-United States holder is a corporation, it may be subject to the “branch profits tax” on its earnings that are effectively connected with its United States trade or business, including earnings from the New Note. This tax is imposed at a 30 percent rate, but may be reduced or eliminated by an applicable income tax treaty.

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Information Reporting And Backup Withholding

      Generally, we must report annually to the IRS and to each holder the amount of interest that we paid to that holder, and the amount of tax, if any, that we withheld on the interest. This information may also be made available to the tax authorities of a country in which a non-United States holder resides.

      Backup withholding and information reporting generally will not apply to payments made in respect of New Notes held by a non-United States holder if the holder properly certifies as to its status as a non-United States person under penalties of perjury or otherwise establishes an exemption. Generally, a non-United States holder will provide this information (and other required certifications) on a Form W-8BEN. However, the exemption does not apply if (i) the withholding agent or an intermediary knows or has reason to know that any of the information, certifications, or statements in, or associated with, a Form W-8BEN or other documentary information provided by a non-United States holder are incorrect and (ii) the withholding agent’s or intermediary’s reliance on certain presumptions set forth in the Treasury Regulations regarding the status or characteristics of the non-United States holder would result in (x) a payment not being reported that would otherwise be reportable based on the withholding agent’s or intermediary’s knowledge or reason to know or (y) a smaller amount being withheld from a payment than would otherwise be withheld based on the withholding agent’s or intermediary’s knowledge or reason to know. In that case, the withholding agent or intermediary must rely on its knowledge or reason to know to report a payment that would not otherwise be reportable, or to withhold an amount greater than would be the case, if it relied on the presumptions set forth in the Treasury Regulations.

      The payment of the proceeds of the sale or other taxable disposition of a New Note by or through the United States office of a broker is subject to information reporting (and possible backup withholding unless the non-United States holder certifies its status as a non-United States person under penalties of perjury or otherwise establishes an exemption). Information reporting, but not backup withholding, generally will also apply to payments of proceeds of sales or other taxable dispositions of New Notes by or through non-United States offices of United States brokers or by or through non-United States brokers with certain types of relationships to the United States unless the broker has documentary evidence in its files that the non-United States holder is not a United States person and such broker has no actual knowledge to the contrary, or the non-United States holder otherwise establishes an exemption. Neither information reporting nor backup withholding generally will apply to a payment of the proceeds of a sale or other taxable disposition of a New Note by or through a non-United States office of a non-United States broker not subject to the preceding sentence.

      Backup withholding is not an additional tax. Any amounts withheld from payments made to a holder under the backup withholding rules will be allowed as a refund or a credit against the holder’s United States federal income tax liability, provided that the requisite procedures are followed and certain information is provided to the IRS.

PLAN OF DISTRIBUTION

      Each broker-dealer that receives New Notes for its own account in the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the New Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Old Notes where the Old Notes were acquired as a result of market-making activities or other trading activities. We have agreed that, starting on the expiration date of the exchange offer and ending on the close of business 180 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.

      We will not receive any proceeds from any resale of New Notes by broker-dealers. New Notes received by broker-dealers for their own account in the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Notes or a combination of these methods of resale, at market prices prevailing at the

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time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers-dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such New Notes. Any broker-dealer that resells New Notes that were received by it for its own account in the exchange offer and any broker-dealer that participates in a distribution of the New Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of New Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

      Furthermore, any broker-dealer that acquired any of the Old Notes directly from us:

•  may not rely on the applicable interpretation of the staff of the SEC’s position contained in Exxon Capital Holdings Corp., SEC no-action letter (available May 13, 1988), Morgan, Stanley & Co. Inc., SEC no-action letter (available June 5, 1991), and Shearman & Sterling, SEC no-action letter (available July 2, 1983); and

•  must also be named as a selling noteholder in connection with the registration and prospectus delivery requirements of the Securities Act relating to any resale transaction of New Notes.

      For a period of 180 days after the expiration date of the exchange offer, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer (including the expenses of counsel for the Initial Purchasers), other than commissions or concessions of any broker-dealers, and will indemnify the holders of the Old Notes (including any broker-dealers) against specified liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

      The validity of the New Notes and the related guarantees to be given by those of the guarantors that are incorporated under the laws of the State of Delaware and the State of Texas is being passed upon for us by Skadden, Arps, Slate, Meagher & Flom LLP. Patrick C. Cauley, Esq., our General Counsel and Secretary, will pass upon certain matters for us relating to those of the guarantors that are not incorporated under the laws of the State of Delaware or the State of Texas.

INDEPENDENT AUDITORS

      Our financial statements as of January 31, 2002 and 2003 and for each of the three fiscal years in the period ended January 31, 2003 have been incorporated by reference in this prospectus and in the registration statement in reliance upon the reports of KPMG LLP, independent certified public accountants, incorporated by reference herein and in the registration statement, and upon the authority of said firm as experts in accounting and auditing. The report of KPMG LLP included an explanatory paragraph that states that on December 5, 2001, Hayes filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code which raised substantial doubt about Hayes’ ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty. Their report also refers to a change in the method of accounting for goodwill and other intangible assets in the fiscal year ended January 31, 2003 as a result of adopting the provisions of SFAS No. 142 “Goodwill and Other Intangibles.”

WHERE YOU CAN FIND MORE INFORMATION

      We are subject to the information reporting requirements of the Exchange Act, and, in accordance with these requirements, we file annual, quarterly and current reports, proxy statements and other information with the SEC. You may copy and inspect these reports, proxy statements and other

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information or obtain all or part of these materials at prescribed rates at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the regional offices of the SEC located in Chicago, Illinois and New York, New York. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our public filings are also available to the public from commercial document retrieval services and at the Internet worldwide website maintained by the SEC at “http://www.sec.gov.”

      In addition, you may obtain these materials on our website. Our Internet website address is www.hayes-lemmerz.com. Information on our website does not constitute part of this offering memorandum and should not be relied upon in connection with making any investment decision with respect to the notes.

      You may also request a copy of any SEC filings, and any information required by Rule 144A(d)(4) under the Securities Act during any period in which we are not subject to Section 13 or 15(d) of the Exchange Act, at no cost, by contacting:

Hayes Lemmerz International, Inc.

15300 Centennial Drive

Northville, Michigan 48167

Attention: General Counsel

(734) 737-5000

INCORPORATION OF DOCUMENTS BY REFERENCE

      The SEC allows us to incorporate by reference the information that we file with them. Incorporation by reference means that we can disclose important information to you by referring you to other documents that are legally considered to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede the information in this prospectus, any supplement and the documents listed below. We incorporate by reference the specific documents listed below and any future filings made with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 which will be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date we subsequently file such reports and documents until we issue all of the New Notes:

•  our Annual Report on Form 10-K filed on April 2, 2003 for the fiscal year ended January 31, 2003 (SEC File No. 1-11592);

•  our Quarterly Report on Form 10-Q filed on June 16, 2003 for the fiscal quarter ended April 30, 2003 (SEC File No. 0-50303); and

•  our Current Reports on Form 8-K dated June 17, 2003 and June 19, 2003 (SEC File No. 0-50303).

      You may request a copy of these filings, and any exhibits we have specifically incorporated by reference as an exhibit to the registration statement of which this prospectus forms a part, at no cost by writing or telephoning us at the following address:

Hayes Lemmerz International, Inc.

15300 Centennial Drive

Northville, Michigan 48167

Attention: General Counsel

(734) 737-5000

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      To obtain timely delivery, you must request the information no later than                               , 2003.

      This prospectus is part of a registration statement we have filed with the SEC relating to the securities. As permitted by the SEC, this prospectus does not contain all of the information included in the registration statement and the accompanying exhibits we file with the SEC. You may refer to the registration statement and the exhibits for more information about us and our securities. The registration statement and exhibits are also available through the SEC’s website.

      You should rely only on the information contained in this prospectus or any supplement and any information incorporated by reference in this prospectus or any supplement. We have not authorized anyone to provide you with any information that is different. If you receive any unauthorized information, you must not rely on it. You should disregard anything we said in an earlier document that is inconsistent with what is in or incorporated by reference in this prospectus.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.     Indemnification of Directors and Officers.

Indemnification of Directors and Officers of HLI Operating Company, Inc.

      The following summary is qualified in its entirety by reference to the complete text of any statutes referred to below and the certificate of incorporation and the bylaws of HLI Operating Company, Inc., a Delaware corporation (the “Issuer”).

      Section 145 of the Delaware General Corporation Law (the “DGCL”) permits a Delaware corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

      In the case of an action by or in the right of the corporation, Section 145 of the DGCL permits a Delaware corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

      Section 145 of the DGCL also permits a Delaware corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 145 of the DGCL.

      Article EIGHTH of the Issuer’s Amended and Restated Certificate of Incorporation and Article VIII of the Issuer’s By-Laws provide that the Issuer shall, to the fullest extent permitted by applicable law, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was, or has agreed to become, a director or officer of the Issuer, or is or was serving at the written request of the Issuer, as a director, officer, trustee, partner, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnification provided for in the Issuer’s Amended and Restated Certificate of Incorporation and By-Laws is expressly not exclusive of any other rights to which those seeking indemnification may be entitled under any law, agreement or vote of stockholders or disinterested directors or otherwise. The Issuer’s Amended and Restated Certificate of Incorporation and By-Laws also

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provide that the Issuer shall have the power to purchase and maintain insurance to protect itself and any director, officer, employee or agent of the Issuer or other corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Issuer would have the power to indemnify such persons against such expense, liability or loss under the DGCL.

      Hayes Lemmerz International, Inc. maintains an insurance policy on behalf of itself and its subsidiaries, including the Issuer, and on behalf of the directors and officers thereof, covering certain liabilities which may arise as a result of the actions of such directors and officers.

      Section 102(b)(7) of the DGCL allows a Delaware corporation to eliminate or limit the personal liability of directors to a corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase or redemption in violation of Delaware corporate law or obtained an improper personal benefit.

      Pursuant to Section 102(b)(7) of the DGCL, Article SEVENTH of the Issuer’s Amended and Restated Certificate of Incorporation eliminates a director’s personal liability for monetary damages to the Issuer and its stockholders for breaches of fiduciary duty as a director, except in circumstances involving a breach of a director’s duty of loyalty to the Issuer or its stockholders, acts or omissions not in good faith or which involve intentional misconduct or knowing violations of the law, the unlawful payment of dividends or repurchase of stock or self-dealing.

Indemnification of Directors and Officers of Hayes Lemmerz International, Inc.

      The following summary is qualified in its entirety by reference to the complete text of any statutes referred to below and the Certificate of Incorporation and By-Laws of Hayes Lemmerz International, Inc. (“Hayes Lemmerz”).

      Hayes Lemmerz is organized under the laws of the state of Delaware. The indemnification provisions of the DGCL described in “Indemnification of Directors and Officers of HLI Operating Company, Inc.” above also relate to the directors and officers of Hayes Lemmerz.

      Article ELEVENTH of Hayes Lemmerz’s Certificate of Incorporation and Article VIII of its By-Laws provide that Hayes Lemmerz shall, to the fullest extent permitted by applicable law, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was, or has agreed to become, a director or officer of Hayes Lemmerz, or is or was serving at the written request of Hayes Lemmerz, as a director, officer, trustee, partner, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnification provided for in the By-Laws of Hayes Lemmerz is expressly not exclusive of any other rights to which those seeking indemnification may be entitled under any law, agreement or vote of stockholders or disinterested directors or otherwise. The By-Laws also provide that Hayes Lemmerz shall have the power to purchase and maintain insurance to protect itself and any director, officer, employee or agent of Hayes Lemmerz or other corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not Hayes Lemmerz would have the power to indemnify such persons against such expense, liability or loss under the DGCL.

      Hayes Lemmerz maintains an insurance policy on behalf of itself and certain of its subsidiaries, and on behalf of the directors and officers thereof, covering certain liabilities which may arise as a result of the actions of such directors and officers.

      Article SEVENTH of Hayes Lemmerz’s Certificate of Incorporation eliminates a director’s personal liability for monetary damages to Hayes Lemmerz and its stockholders for breaches of fiduciary duty as a director, except in circumstances involving a breach of a director’s duty of loyalty to Hayes Lemmerz or its stockholders, acts or omissions not in good faith or which involve intentional misconduct or knowing violations of the law, the unlawful payment of dividends or repurchase of stock or self-dealing.

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Indemnification of Directors and Officers of the Subsidiary Guarantors

      The following summaries are qualified in their entirety by reference to the complete text of any statutes referred to below and the certificates of incorporation and the bylaws or similar organizational documents of each guarantor (other than Hayes Lemmerz) guaranteeing the Issuer’s 10 1/2% Senior Notes due 2010 (collectively, the “Subsidiary Guarantors”).

      Article VIII of the By-Laws of Hayes Lemmerz provides for indemnification for directors and officers of HLI serving at the request of HLI as director or officer of, or in other specified capacities in respect of, the Subsidiary Guarantors. In addition, the following indemnification provisions are applicable to the Subsidiary Guarantors.

      Hayes Lemmerz maintains an insurance policy on behalf of itself and its subsidiaries, including the Subsidiary Guarantors, and on behalf of the directors and officers thereof, covering certain liabilities which may arise as a result of the actions of such directors and officers.

Delaware Corporate Subsidiary Guarantors

      HLI Parent Company, Inc., HLI Wheels Holding Company, Inc. HLI Powertrain Holding Company, Inc., HLI Commercial Highway Holding Company, Inc., HLI Brakes Holding Company, Inc., HLI Services Holding Company, Inc., Hayes Lemmerz International – La Mirada, Inc., Hayes Lemmerz International – Sedalia, Inc., Hayes Lemmerz International – Bowling Green, Inc., Hayes Lemmerz International – Commercial Highway, Inc., Hayes Lemmerz International – California, Inc., Hayes Lemmerz International – Georgia, Inc., Hayes Lemmerz International – Homer, Inc., Hayes Lemmerz International – Howell, Inc., Hayes Lemmerz International – Huntington, Inc., Hayes Lemmerz International – Kentucky, Inc., Hayes Lemmerz International – Mexico, Inc., HLI Netherlands Holdings, Inc., and Hayes Lemmerz International Import, Inc. (collectively, the “Delaware Corporate Subsidiary Guarantors”) are each organized under the laws of the State of Delaware.

      The indemnification provisions of the DGCL described in “Indemnification of Directors and Officers of HLI Operating Company, Inc.” above also relate to the directors and officers of each of the Delaware Corporate Subsidiary Guarantors.

      The By-Laws of each Delaware Corporate Subsidiary Guarantor contain provisions that provide for indemnification of their respective officers and directors to the fullest extent permitted by the DGCL. In addition, the By-Laws of each Delaware Corporate Subsidiary Guarantor permit the purchase and maintenance of insurance to protect directors and officers against any expense, liability or loss, whether or not the companies would have the power to indemnify such person against such expense, liability or loss under the DGCL or By-Laws.

      The certificates of incorporation of each Delaware Corporate Subsidiary Guarantor, other than Hayes Lemmerz International – Homer, Inc. contain provisions eliminating a director’s personal liability for monetary damages to the Subsidiary Guarantor and its stockholders for breaches of fiduciary duty as a director, except in circumstances involving a breach of a director’s duty of loyalty to the Subsidiary Guarantor or its stockholders, acts or omissions not in good faith or which involve intentional misconduct or knowing violations of the law, the unlawful payment of dividends or repurchase of stock or self-dealing.

Michigan Subsidiary Guarantors

      Hayes Lemmerz International – Howell, Inc., Hayes Lemmerz International – CMI, Inc., Hayes Lemmerz International – Bristol, Inc., Hayes Lemmerz International – Cadillac, Inc., Hayes Lemmerz International – Equipment & Engineering, Inc., Hayes Lemmerz International – Montague, Inc., Hayes Lemmerz International – PCA, Inc., Hayes Lemmerz International – Petersburg, Inc., Hayes Lemmerz International – Southfield, Inc., Hayes Lemmerz International – Technical Center, Inc., Hayes Lemmerz International – Transportation, Inc., HLI Summerfield Realty Corp. and HLI Realty, Inc. (collectively, the “Michigan Subsidiary Guarantors”) are each organized under the laws of the State of Michigan.

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      In general, the Michigan Business Corporation Act (the “MBCA”) empowers Michigan corporations to indemnify a person who is a party or threatened to be made a party to any civil, criminal, administrative or investigative action, suit or proceeding (other than actions by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or of another enterprise at such corporation’s request, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection therewith if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders and, in the case of a criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. If a director or officer is successful in defending against a derivative action or third-party action, the MBCA requires that a Michigan corporation indemnify such director or officer against expenses incurred in the action.

      The MBCA also empowers Michigan corporations to provide similar indemnity against amounts paid in settlement and expenses actually and reasonably incurred by such a person in actions or suits by or in the right of the corporation except in respect of any claim, issue or matter as to which such person is adjudged to be liable to the corporation, unless and only to the extent that a court determines that, despite the adjudication of the liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity.

      The Michigan Subsidiary Guarantors’ By-Laws generally require the Michigan Subsidiary Guarantors to indemnify their respective directors and officers to the fullest extent permissible under Michigan law, require the advancement and reimbursement of expenses under certain circumstances and establish procedures for determination of when indemnification is proper.

      The MBCA permits Michigan corporations to limit the personal liability of directors for a breach of their fiduciary duty. The Michigan Subsidiary Guarantors’ Articles of Incorporation, which limit liability to the maximum extent permitted by law, provide that no director of any of the Michigan Subsidiary Guarantors will be personally liable to the Michigan Subsidiary Guarantors or their respective shareholders for monetary damages for breach of the director’s fiduciary duty. However, the MBCA and the Articles of Incorporation of the Michigan Subsidiary Guarantors do not eliminate or limit the liability of a director for any of the following: (i) a breach of the director’s duty of loyalty to the respective Michigan Subsidiary Guarantor or its shareholders; (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) declaration of an unlawful dividend, stock purchase or redemption; (iv) a transaction from which the director derives an improper personal benefit; and (v) an act or omission occurring prior to the date when the provision becomes effective. As a result of the inclusion of such a provision, shareholders of the Michigan Subsidiary Guarantors may be unable to recover monetary damages against directors for actions taken by them which constitute negligence or gross negligence or which are in violation of their fiduciary duties, although it may be possible to obtain injunctive or other equitable relief with respect to such actions.

Texas Subsidiary Guarantors

      Hayes Lemmerz International – Texas, Inc. and Hayes Lemmerz International – Laredo, Inc. (together, the “Texas Subsidiary Guarantors”) are each organized under the laws of the State of Texas.

      Article 2.02-1 of the Texas Business Corporation Act (“TBCA”) permits Texas corporations, in certain circumstances, to indemnify any present or former director, officer, employee or agent of the corporation against judgments, penalties, fines, settlements and reasonable expenses incurred in connection with a proceeding in which any such person was, is or is threatened to be, made a party by reason of holding such office or position, but only to a limited extent for obligations resulting from a proceeding in which the person is found liable on the basis that a personal benefit was improperly received or in circumstances in which the person is found liable in a derivative suit brought on behalf of the corporation.

      The Texas Subsidiary Guarantors’ By-Laws generally require the Texas Subsidiary Guarantors to indemnify their respective directors and officers to the fullest extent permissible under Texas law, require reimbursement of expenses under certain circumstances, except where any such person is adjudged to have

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been negligent or engaged in misconduct in the performance of his duty, unless independent counsel selected for such purpose advise the corporation that he acted without negligence or misconduct in performance of his duty and that such costs and expenses are not unreasonable.

Ohio Subsidiary Guarantor

      Hayes Lemmerz International – Ohio, Inc. (“Ohio Subsidiary Guarantor”) is organized under the laws of the State of Ohio.

      The Ohio Revised Code (the “Ohio Code”) authorizes Ohio corporations to indemnify officers and directors from liability if the officer or director acted in good faith and in a manner reasonably believed by the officer or director to be in or not opposed to the best interests of the corporation, and, with respect to any criminal actions, if the officer or director had no reason to believe his action was unlawful. In the case of an action by or on behalf of a corporation, indemnification may not be made (i) if the person seeking indemnification is adjudged liable for negligence or misconduct, unless the court in which such action was brought determines such person is fairly and reasonably entitled to indemnification or (ii) if liability asserted against such person concerns certain unlawful distributions. The indemnification provisions of the Ohio Code require indemnification if a director or officer has been successful on the merits or otherwise in defense of any action, suit or proceeding to which the director or officer was a party by reason of the fact that such director or officer is or was a director or officer of the corporation. The indemnification authorized under Ohio law is not exclusive and is in addition to any other rights granted to officers and directors under the articles of incorporation or code of regulations of the corporation or any agreement between officers and directors and the corporation. A corporation may purchase and maintain insurance or furnish similar protection on behalf of any officer or director against any liability asserted against him and incurred by him in his capacity, or arising out of the status, as an officer or director, whether or not the corporation would have the power to indemnify him against such liability under the Ohio Code.

      The By-Laws of Hayes Lemmerz International – Ohio, Inc. provide for the indemnification of its directors and officers to the maximum extent permitted by Ohio law as authorized by its Board of Directors, for the advancement of expenses incurred in connection with the defense of any action, suit or proceeding that he was a party to by reason of the fact that he is or was a director or officer of the Registrant upon the receipt of an undertaking to repay such amount unless it is ultimately determined that the director is entitled to indemnification. The By-Laws authorize the Ohio Subsidiary Guarantor to purchase and maintain insurance on behalf of any director, officer, employee or agent of the Ohio Subsidiary Guarantor against any liability asserted against them in such capacity or arising out of their status as such, whether or not the Ohio Subsidiary Guarantor would have power to indemnify such director, officer, employee or agent against such liability under the provisions of its By-Laws.

Indiana Subsidiary Guarantor

      Hayes Lemmerz International – Wabash, Inc. (“Indiana Subsidiary Guarantor”) is organized under the laws of the State of Indiana.

      The Indiana Business Corporation Law (“IBCL”) empowers an Indiana corporation to indemnify present and former directors, officers, employees, or agents or any person who may have served at the request of the corporation as a director, officer, employee, or agent of another corporation (“Eligible Persons”) against liability incurred in any proceeding, civil or criminal, in which the Eligible Person is made a party by reason of being or having been in any such capacity, or arising out of his status as such, if the individual acted in good faith and reasonably believed that (a) the individual was acting in the best interests of the corporation, or (b) if the challenged action was taken other than in the individual’s official capacity as an officer, director, employee or agent, the individual’s conduct was at least not opposed to the corporation’s best interests, or (c) if in a criminal proceeding, either the individual had reasonable cause to believe his conduct was lawful or no reasonable cause to believe his conduct was unlawful.

      The IBCL further empowers a corporation to pay or reimburse the reasonable expenses incurred by an Eligible Person in connection with the defense of any such claim, including counsel fees; and, unless

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limited by its articles of incorporation, the corporation is required to indemnify an Eligible Person against reasonable expenses if he is wholly successful in any such proceeding, on the merits or otherwise. Under certain circumstances, a corporation may pay or reimburse an Eligible Person for reasonable expenses prior to final disposition of the matter. Unless a corporation’s articles of incorporation otherwise provide, an Eligible Person may apply for indemnification to a court which may order indemnification upon a determination that the Eligible Person is entitled to mandatory indemnification for reasonable expenses or that the Eligible Person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances without regard to whether his actions satisfied the appropriate standard of conduct.

      Before a corporation may indemnify any Eligible Person against liability or reasonable expenses under the IBCL, a quorum consisting of directors who are not parties to the proceeding must: (1) determine that indemnification is permissible in the specific circumstances because the Eligible Person met the requisite standard of conduct; (2) authorize the corporation to indemnify the Eligible Person; and (3) if appropriate, evaluate the reasonableness of expenses for which indemnification is sought. If it is not possible to obtain a quorum of uninvolved directors, the foregoing action may be taken by a committee of two or more directors who are not parties to the proceeding, special legal counsel selected by the Board or such a committee, or by the stockholders of the corporation.

      In addition to the foregoing, the IBCL states that the indemnification it provides shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any provisions of the articles of incorporation or bylaws, resolution of the board of directors or stockholders, or any other authorization adopted after notice by a majority vote of all the voting shares then issued and outstanding. The IBCL also empowers an Indiana corporation to purchase and maintain insurance on behalf of any Eligible Person against any liability asserted against or incurred by him in any capacity as such, or arising out of his status as such, whether or not the corporation would have had the power to indemnify him against such liability.

      The By-Laws of the Indiana Subsidiary Guarantor contain provisions that provide for indemnification of its officers and directors to the fullest extent permitted by the IBCL. In addition, the By-Laws of the Indiana Subsidiary Guarantor permit the purchase and maintenance of insurance to protect directors and officers against any expense, liability or loss, whether or not the companies would have the power to indemnify such person against such expense, liability or loss under the IBCL or By-Laws.

      Section 1746 of the IBCL as well as the Indiana Subsidiary Guarantor’s Articles of Incorporation provide that the foregoing provisions shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under, among other things, any bylaws provision, provided that no indemnification may be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

Pennsylvania Subsidiary Guarantor

      CMI-Quaker Alloy, Inc. (“Pennsylvania Subsidiary Guarantor”) is organized under the laws of the State of Pennsylvania.

      Under the Pennsylvania Business Corporation Law of 1988, as amended (the “PBCL”), Pennsylvania corporations have the power to indemnify any person acting as a representative of the corporation against liabilities incurred in such capacity provided certain standards are met, including good faith and the belief that the particular action or failure to take action is in the best interests of the corporation. In general, this power to indemnify does not exist in the case of actions against any person by or in the right of the corporation if the person otherwise entitled to indemnification shall have been adjudged to be liable to the corporation unless a court determines that despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses that the court deems proper. A corporation is required to indemnify representatives of the corporation against expenses they may incur in defending actions against them in such capacities if they are successful on the merits or otherwise in the defense of such actions. In all other cases, if a representative of the corporation acted, or failed to act, in good faith and in a manner he or she reasonably believed to be in or not opposed

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to the best interests of the corporation, indemnification is discretionary, except as may be otherwise provided by a corporation’s bylaws, agreement, vote of shareholders or disinterested directors or otherwise. Indemnification so otherwise provided may not, however, be made if the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. Expenses (including attorneys’ fees) incurred in defending any such action may be paid by the corporation in advance of the final disposition of the action upon receipt of an undertaking by or on behalf of the representative to repay the amount if it is ultimately determined that he or she is not entitled to be indemnified by the corporation.

      The By-Laws of the Pennsylvania Subsidiary Guarantor contain provisions that provide for indemnification of its officers and directors to the fullest extent permitted by the PBCL. In addition, the By-Laws of the Pennsylvania Subsidiary Guarantor permit the purchase and maintenance of insurance to protect directors and officers against any expense, liability or loss, whether or not the companies would have the power to indemnify such person against such expense, liability or loss under the PBCL or By-Laws.

      In addition, a director of the Pennsylvania Subsidiary Guarantor does not have personal liability for monetary damages to the Subsidiary Guarantor and its stockholders for breaches of fiduciary duty as a director, except in circumstances involving a breach of a director’s duty of loyalty to the Subsidiary Guarantor or its stockholders, acts or omissions not in good faith or which involve intentional misconduct or knowing violations of the law, the unlawful payment of dividends or repurchase of stock or self-dealing.

Item 21.     Exhibits and Financial Statement Schedules.

      (a) Exhibits.

Exhibit
Numbers		Description
	2.1	Modified First Amended Joint Plan of Reorganization of Hayes Lemmerz International, Inc. and Its Affiliated Debtors and Debtors in Possession, as Further Modified (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed May 21, 2003).
	2.2	Agreement and Plan of Merger, dated as of June 3, 2003, by and between Hayes Lemmerz International, Inc. and HLI Operating Company, Inc. (Incorporated by reference to Exhibit 2.3 to the Company’s current report on Form 8-K12G3 filed on June 4, 2003).
	3.1	Amended and Restated Certificate of Incorporation of HLI Operating Company, Inc.*
	3.2	By-Laws of HLI Operating Company, Inc.*
	3.3	Certificate of Incorporation of Hayes Lemmerz International, Inc. (formerly known as HLI Holding Company, Inc.) (Incorporated by reference to Exhibit 3.3 to the Company’s Form 8-A/ A filed June 4, 2003).
	3.4	By-Laws of Hayes Lemmerz International, Inc. (formerly known as HLI Holding Company, Inc.) (Incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form 8-A/ A filed June 4, 2003).
	3.5	Certificate of Incorporation of HLI Parent Company, Inc.*
	3.6	By-Laws of HLI Parent Company, Inc.*
	3.7	Certificate of Incorporation of HLI Wheels Holding Company, Inc.*
	3.8	By-Laws of HLI Wheels Holding Company, Inc.*
	3.9	Certificate of Incorporation of HLI Powertrain Holding Company, Inc.*
	3.10	By-Laws of HLI Powertrain Holding Company, Inc.*
	3.11	Certificate of Incorporation of HLI Commercial Highway Holding Company, Inc.*
	3.12	By-Laws of HLI Commercial Highway Holding Company, Inc.*
	3.13	Certificate of Incorporation of HLI Brakes Holding Company, Inc.*
	3.14	By-Laws of HLI Brakes Holding Company, Inc.*
	3.15	Certificate of Incorporation of HLI Services Holding Company, Inc.*

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Exhibit
Numbers		Description
	3.16	By-Laws of HLI Services Holding Company, Inc.*
	3.17	Certificate of Incorporation of Hayes Lemmerz International-La Mirada, Inc.*
	3.18	By-Laws of Hayes Lemmerz International-La Mirada, Inc.*
	3.19	Certificate of Incorporation of Hayes Lemmerz International-Sedalia, Inc.*
	3.20	By-Laws of Hayes Lemmerz International-Sedalia, Inc.*
	3.21	Certificate of Incorporation of Hayes Lemmerz International-Bowling Green, Inc.*
	3.22	By-Laws of Hayes Lemmerz International-Bowling Green, Inc.*
	3.23	Certificate of Incorporation of Hayes Lemmerz International-Commercial Highway, Inc.*
	3.24	By-Laws of Hayes Lemmerz International-Commercial Highway, Inc.*
	3.25	Certificate of Incorporation of Hayes Lemmerz International-California, Inc.*
	3.26	By-Laws of Hayes Lemmerz International-California, Inc.*
	3.27	Certificate of Incorporation of Hayes Lemmerz International-Georgia, Inc.*
	3.28	By-Laws of Hayes Lemmerz International-Georgia, Inc.*
	3.29	Certificate of Incorporation of Hayes Lemmerz International-Homer, Inc.*
	3.30	By-Laws of Hayes Lemmerz International-Homer, Inc.*
	3.31	Certificate of Incorporation of Hayes Lemmerz International-Howell, Inc.*
	3.32	By-Laws of Hayes Lemmerz International-Howell, Inc.*
	3.33	Certificate of Incorporation of Hayes Lemmerz International-Huntington, Inc.*
	3.34	By-Laws of Hayes Lemmerz International-Huntington, Inc.*
	3.35	Certificate of Incorporation of Hayes Lemmerz International-Kentucky, Inc.*
	3.36	By-Laws of Hayes Lemmerz International-Kentucky, Inc.*
	3.37	Certificate of Incorporation of Hayes Lemmerz International-Mexico, Inc.*
	3.38	By-Laws of Hayes Lemmerz International-Mexico, Inc.*
	3.39	Certificate of Incorporation of Hayes Lemmerz International-Ohio, Inc.*
	3.40	By-Laws of Hayes Lemmerz International-Ohio, Inc.*
	3.41	Certificate of Incorporation of Hayes Lemmerz International-Texas, Inc.*
	3.42	By-Laws of Hayes Lemmerz International-Texas, Inc.*
	3.43	Certificate of Incorporation of Hayes Lemmerz International-CMI, Inc.*
	3.44	By-Laws of Hayes Lemmerz International-CMI, Inc.*
	3.45	Certificate of Incorporation of Hayes Lemmerz International-Bristol, Inc.*
	3.46	By-Laws of Hayes Lemmerz International-Bristol, Inc.*
	3.47	Certificate of Incorporation of Hayes Lemmerz International-Cadillac, Inc.*
	3.48	By-Laws of Hayes Lemmerz International-Cadillac, Inc.*
	3.49	Certificate of Incorporation of Hayes Lemmerz International-Equipment & Engineering, Inc.*
	3.50	By-Laws of Hayes Lemmerz International-Equipment & Engineering, Inc.*
	3.51	Certificate of Incorporation of Hayes Lemmerz International-Laredo, Inc.*
	3.52	By-Laws of Hayes Lemmerz International-Laredo, Inc.*
	3.53	Certificate of Incorporation of Hayes Lemmerz International-Montague, Inc.*
	3.54	By-Laws of Hayes Lemmerz International-Montague, Inc.*
	3.55	Certificate of Incorporation of Hayes Lemmerz International-PCA, Inc.*
	3.56	By-Laws of Hayes Lemmerz International-PCA, Inc.*
	3.57	Certificate of Incorporation of Hayes Lemmerz International-Petersburg, Inc.*
	3.58	By-Laws of Hayes Lemmerz International-Petersburg, Inc.*
	3.59	Certificate of Incorporation of Hayes Lemmerz International-Southfield, Inc.*

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Exhibit
Numbers		Description
	3.60	By-Laws of Hayes Lemmerz International-Southfield, Inc.*
	3.61	Certificate of Incorporation of Hayes Lemmerz International-Technical Center, Inc.*
	3.62	By-Laws of Hayes Lemmerz International-Technical Center, Inc.*
	3.63	Certificate of Incorporation of Hayes Lemmerz International-Transportation, Inc.*
	3.64	By-Laws of Hayes Lemmerz International-Transportation, Inc.*
	3.65	Certificate of Incorporation of Hayes Lemmerz International-Wabash, Inc.*
	3.66	By-Laws of Hayes Lemmerz International-Wabash, Inc.*
	3.67	Certificate of Incorporation of HLI-Summerfield Realty Corp.*
	3.68	By-Laws of HLI-Summerfield Realty Corp.*
	3.69	Certificate of Incorporation of HLI Realty, Inc.*
	3.70	By-Laws of HLI Realty, Inc.*
	3.71	Certificate of Incorporation of CMI-Quaker Alloy, Inc.*
	3.72	By-Laws of CMI-Quaker Alloy, Inc.*
	3.73	Certificate of Incorporation of HLI Netherlands Holdings, Inc.*
	3.74	By-Laws of HLI Netherlands Holdings, Inc.*
	3.75	Certificate of Incorporation of Hayes Lemmerz International Import, Inc.*
	3.76	By-Laws of Hayes Lemmerz International Import, Inc.*
	4.1	Indenture, dated as of June 3, 2003, regarding $250,000,000 of 10 1/2% Senior Notes due 2010, by and between HLI Operating Company, certain listed Guarantors, and U.S. Bank National Association, as Trustee (Incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2003, filed June 16, 2003).
	4.2	First Supplemental Indenture, dated as of June 19, 2003, by and between HLI Operating Company, certain listed Guarantors, and U.S. Bank National Association, as Trustee.*
	4.3	Form of 10 1/2% Senior Notes due 2010 (attached as Exhibit A to the Indenture filed as Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2003, filed June 16, 2003).
	5.1	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of certain securities being registered.**
	5.2	Opinion of Patrick C. Cauley, Esq.**
	10.2	Tax Sharing Agreement among the Company, Kelsey-Hayes Company and K-H (incorporated by reference from the Company’s Registration Statement No. 33-53780 on Form S-l, filed with the SEC on October 27, 1992, as amended).
	10.3	Conveyance and Transfer Agreement, dated as of December 15, 1992, between the Company and Kelsey-Hayes Company (incorporated by reference from the Company’s Annual Report on Form 10-K for the Fiscal Year Ended January 31, 1993, filed with the SEC).
	10.5	Michigan Workers’ Compensation Claims Payment Guarantee between the Company and Kelsey-Hayes Company (incorporated by reference from the Company’s Registration Statement No. 33-53780 on Form S-l, filed with the SEC on October 27, 1992, as amended).
	10.7	Long-Term Savings Plan (incorporated by reference from the Company’s Registration Statement No. 33-53780 on Form S-l, filed with the SEC on October 27, 1992, as amended).
	10.8	Non-competition Agreement between the Company and Varity Corporation (incorporated by reference from the Company’s Registration Statement No. 33-53780 on Form S-l, filed with the SEC on October 27, 1992, as amended).
	10.9	Employment Agreement, dated February 1, 1993, between Hayes Wheels, S.p.A. and Giancarlo Dallera (incorporated by reference from the Company’s Registration Statement No. 33-53780 on Form S-l, filed with the SEC on October 27, 1992, as amended).

II-9

Exhibit
Numbers		Description
	10.13	Project Funds Agreement, dated November 12, 1993, between Hayes Wheels Autokola NH, a.s. (“Autokola”), the Company and International Finance Corporation (“IFC”) (incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 1993, filed with the SEC).
	10.14	Fee Clawback Agreement, dated November 12, 1993, between Autokola, the Company and IFC (incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 1993, filed with the SEC).
	10.15	Subordination Agreement, dated November 12, 1993, between Autokola, Nova Hut a.s., the Company and IFC (incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 1993, filed with the SEC).
	10.16	Investment Agreement, dated November 12, 1993, between Autokola and IFC (incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 1993, filed with the SEC).
	10.17	Employee Benefits Agreement (incorporated by reference from the Company’s Registration Statement No. 33-53780 on Form S-l, filed with the SEC on October 27, 1992, as amended).
	10.22	Form of Indemnification Agreement between the Company and each of its directors (incorporated by reference from Exhibit B to the Stockholders’ Agreement filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K, dated July 2, 1996, filed with the SEC).
	10.23	First Amendment to Employment Agreement, dated June 6, 1996, between Hayes Wheels, S.p.A. and Giancarlo Dallera (incorporated by reference from the Company’s Annual Report on Form 10-K for the Fiscal Year Ended January 31, 1997, filed with the SEC).
	10.24	Consulting Agreement, dated as of June 6, 1997, between the Company and H.K.L., L.L.C. (incorporated by reference from the Company’s Current Report on Form 8-K, dated June 6, 1997, filed with the SEC).
	10.25	Consulting Agreement, dated as of June 6, 1997, between the Company and Horst Kukwa-Lemmerz (incorporated by reference from the Company’s Current Report on Form 8-K, dated June 6, 1997, filed with the SEC).
	10.31	Form of Severance Agreement, dated June 15, 2000, between the Company and certain of its officers (incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2000, filed with the SEC).
	10.38	Amended and Restated Employment Agreement between the Company and Curtis J. Clawson, dated September 26, 2001 (incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2001, filed with the SEC).
	10.39	Form of Employment Agreement between the Company and certain of its officers (incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2001, filed with the SEC).
	10.40	Amended and Restated Settlement Agreement between the Company and Giancarlo Dallera, dated December 1, 2001 (incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2002, filed with the SEC).
	10.45	Registration Rights Agreement, dated as of June 3, 2003, by and between HLI Operating Company, Inc. and the Initial Purchasers of the 10 1/2% Senior Notes due 2010 (Incorporated by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2003, filed June 16, 2003).
	10.46	Credit Agreement, dated as of June 3, 2003, by and among HLI Operating Company, Inc., as Borrower, Hayes Lemmerz International, Inc., the Lenders and Issuers listed therein, Citicorp North America, Inc., as Administrative Agent, Lehman Commercial Paper, Inc., as Syndication Agent, and General Electric Capital Corporation, as Documentation Agent (Incorporated by reference to Exhibit 99.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2003, filed June 16, 2003).

II-10

Exhibit
Numbers		Description
	10.47	Guaranty, dated as of June 3, 2003, by and between HLI Operating Company, Hayes Lemmerz International, Inc. and the Guarantors named therein (Incorporated by reference to Exhibit 99.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2003, filed June 16, 2003).
	10.48	Pledge and Security Agreement, dated as of June 3, 2003, by and between Hayes Lemmerz International, Inc. and HLI Operating Company, as Grantors, the Additional Grantors named therein, Citicorp North America, Inc., as Administrative Agent, and Lehman Commercial Paper, Inc. as Syndication Agent (Incorporated by reference to Exhibit 99.5 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2003, filed June 16, 2003).
	21.1	Subsidiaries of the Registrant.*
	23.1	Consent of KPMG LLP, Independent Public Accountants.*
	23.2	Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in the opinion of Skadden, Arps, Slate, Meagher & Flom LLP filed as Exhibit 5.1 hereto).*
	23.3	Consent of Patrick C. Cauley, Esq. (included in the opinion of Patrick C. Cauley, Esq. filed as Exhibit 5.2 hereto).
	24.1	Power of Attorney (included on signature page).*
	25.1	Form T-1 Statement of Eligibility of U.S. Bank National Association to act as trustee under the Indenture.**
	99.1	Form of Letter of Transmittal.*
	99.2	Form of Notice of Guaranteed Delivery.*
	99.3	Notice to Brokers.*
	99.4	Notice to Clients.*

 * Filed electronically herewith.

** To be filed by amendment.

      (b) Financial Statement Schedules. Not applicable.

Item 22.     Undertakings.

      Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

      The undersigned registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

      (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

      (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of

II-11

securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

      (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by these paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities and Exchange Act of 1934 that are incorporated by reference in the registration statement.

      (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

      The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

      The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the Prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

      The undersigned registrant hereby undertakes to supply by means of post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-12

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Northville, State of Michigan, on this 31st day of July, 2003.

HLI OPERATING COMPANY, INC.

By:  /s/ CURTIS J. CLAWSON

Name: Curtis J. Clawson

Title: President and Chief Executive Officer

      Each person whose signature appears below hereby constitutes and appoints Patrick C. Cauley and Michael J. Way, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (1) amendments (including post-effective amendments) and additions to this Registration Statement and (2) Registration Statements, and any and all amendments thereto (including post-effective amendments), relating to the offering contemplated pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ CURTIS J. CLAWSON Curtis J. Clawson	President and Chief Executive Officer (Principal Executive Officer)	July 31, 2003
/s/ JAMES A. YOST James A. Yost	Vice President, Finance and Chief Financial Officer, Director (Principal Financial Officer)	July 31, 2003
/s/ PATRICK C. CAULEY Patrick C. Cauley	General Counsel and Secretary, Director	July 31, 2003
/s/ LARRY KARENKO Larry Karenko	Director	July 31, 2003
/s/ MICHAEL J. POZSAR Michael J. Pozsar	Corporate Controller	July 31, 2003

II-13

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Northville, State of Michigan, on this 31st day of July, 2003.

HAYES LEMMERZ INTERNATIONAL, INC.

By:  /s/ CURTIS J. CLAWSON

Name: Curtis J. Clawson

Title: President and Chief Executive Officer

      Each person whose signature appears below hereby constitutes and appoints Patrick C. Cauley and Michael J. Way, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (1) amendments (including post-effective amendments) and additions to this Registration Statement and (2) Registration Statements, and any and all amendments thereto (including post-effective amendments), relating to the offering contemplated pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ CURTIS J. CLAWSON Curtis J. Clawson	President and Chief Executive Officer and Chairman of the Board (Principal Executive Officer)	July 31, 2003
/s/ JAMES A. YOST James A. Yost	Vice President, Finance and Chief Financial Officer (Principal Financial Officer)	July 31, 2003
/s/ LAURENCE BERG Laurence Berg	Director	July 31, 2003
/s/ STEVE MARTINEZ Steve Martinez	Director	July 31, 2003
/s/ WILLIAM H. CUNNINGHAM William H. Cunningham	Director	July 31, 2003
/s/ HENRY D.G. WALLACE Henry D.G. Wallace	Director	July 31, 2003

II-14

Signature	Title	Date
/s/ RICHARD F. WALLMAN Richard F. Wallman	Director	July 31, 2003
/s/ GEORGE T. HAYMAKER, JR. George T. Haymaker, Jr.	Director	July 31, 2003

II-15

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Northville, State of Michigan, on this 31st day of July, 2003.

HLI PARENT COMPANY, INC.

By:  /s/ LARRY KARENKO

Name: Larry Karenko

Title: President

      Each person whose signature appears below hereby constitutes and appoints Patrick C. Cauley and Michael J. Way, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (1) amendments (including post-effective amendments) and additions to this Registration Statement and (2) Registration Statements, and any and all amendments thereto (including post-effective amendments), relating to the offering contemplated pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ LARRY KARENKO Larry Karenko	Director and President (Principal Executive Officer)	July 31, 2003
/s/ JAMES A. YOST James A. Yost	Director and Vice President, Finance (Principal Financial Officer)	July 31, 2003
/s/ PATRICK C. CAULEY Patrick C. Cauley	Director	July 31, 2003

II-16

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Northville, State of Michigan, on this 31st day of July, 2003.

HLI WHEELS HOLDING COMPANY, INC.

HAYES LEMMERZ INTERNATIONAL —
          SEDALIA, INC.

HAYES LEMMERZ INTERNATIONAL —
          LA MIRADA, INC.

By:  /s/ JAMES L. STEGEMILLER

Name:  James L. Stegemiller

Title:    President

      Each person whose signature appears below hereby constitutes and appoints Patrick C. Cauley and Michael J. Way, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (1) amendments (including post-effective amendments) and additions to this Registration Statement and (2) Registration Statements, and any and all amendments thereto (including post-effective amendments), relating to the offering contemplated pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JAMES L. STEGEMILLER James L. Stegemiller	President (Principal Executive Officer)	July 31, 2003
/s/ JAMES A. YOST James A. Yost	Vice President, Finance (Principal Financial Officer)	July 31, 2003
/s/ PATRICK C. CAULEY Patrick C. Cauley	Director	July 31, 2003

II-17

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Northville, State of Michigan, on this 31st day of July, 2003.

HLI COMMERCIAL HIGHWAY HOLDING
          COMPANY, INC.

HAYES LEMMERZ INTERNATIONAL — COMMERCIAL
          HIGHWAY, INC.

By:  /s/ EDWARD W. KOPKOWSKI

Name:  Edward W. Kopkowski

Title:    President

      Each person whose signature appears below hereby constitutes and appoints Patrick C. Cauley and Michael J. Way, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (1) amendments (including post-effective amendments) and additions to this Registration Statement and (2) Registration Statements, and any and all amendments thereto (including post-effective amendments), relating to the offering contemplated pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ EDWARD W. KOPKOWSKI Edward W. Kopkowski	President (Principal Executive Officer)	July 31, 2003
/s/ JAMES A. YOST James A. Yost	Vice President, Finance (Principal Financial Officer)	July 31, 2003
/s/ PATRICK C. CAULEY Patrick C. Cauley	Director	July 31, 2003

II-18

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Northville, State of Michigan, on this 31st day of July, 2003.

HLI BRAKES HOLDING COMPANY, INC.

HLI POWERTRAIN HOLDING COMPANY, INC.

BY:  /s/ DANIEL M. SANDBERG

Name:  Daniel M. Sandberg

Title:    President

      Each person whose signature appears below hereby constitutes and appoints Patrick C. Cauley and Michael J. Way, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (1) amendments (including post-effective amendments) and additions to this Registration Statement and (2) Registration Statements, and any and all amendments thereto (including post-effective amendments), relating to the offering contemplated pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ DANIEL M. SANDBERG Daniel M. Sandberg	President (Principal Executive Officer)	July 31, 2003
/s/ JAMES A. YOST James A. Yost	Vice President, Finance (Principal Financial Officer)	July 31, 2003
/s/ PATRICK C. CAULEY Patrick C. Cauley	Director	July 31, 2003

II-19

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Northville, State of Michigan, on this 31st day of July, 2003.

HLI SERVICES HOLDING COMPANY, INC.

HAYES LEMMERZ INTERNATIONAL —
          BOWLING GREEN, INC.

By:  /s/ LARRY KARENKO

Name:  Larry Karenko

Title:    President

      Each person whose signature appears below hereby constitutes and appoints Patrick C. Cauley and Michael J. Way, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (1) amendments (including post-effective amendments) and additions to this Registration Statement and (2) Registration Statements, and any and all amendments thereto (including post-effective amendments), relating to the offering contemplated pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ LARRY KARENKO Larry Karenko	President (Principal Executive Officer)	July 31, 2003
/s/ JAMES A. YOST James A. Yost	Vice President, Finance (Principal Financial Officer)	July 31, 2003
/s/ PATRICK C. CAULEY Patrick C. Cauley	Director	July 31, 2003

II-20

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Northville, State of Michigan, on this 31st day of July, 2003.

HAYES LEMMERZ INTERNATIONAL — CALIFORNIA, INC.

HAYES LEMMERZ INTERNATIONAL — GEORGIA, INC.

HAYES LEMMERZ INTERNATIONAL — HOWELL, INC.

HAYES LEMMERZ INTERNATIONAL — HUNTINGTON, INC.

HAYES LEMMERZ INTERNATIONAL — KENTUCKY, INC.

HAYES LEMMERZ INTERNATIONAL — MEXICO, INC.

By:  /s/ JAMES L. STEGEMILLER

Name:  James L. Stegemiller

Title:    President

      Each person whose signature appears below hereby constitutes and appoints Patrick C. Cauley and Michael J. Way, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (1) amendments (including post-effective amendments) and additions to this Registration Statement and (2) Registration Statements, and any and all amendments thereto (including post-effective amendments), relating to the offering contemplated pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JAMES L. STEGEMILLER James L. Stegemiller	President (Principal Executive Officer)	July 31, 2003
/s/ JAMES A. YOST James A. Yost	Vice President, Finance (Principal Financial Officer)	July 31, 2003
/s/ LARRY KARENKO Larry Karenko	Director	July 31, 2003

II-21

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Northville, State of Michigan, on this 31st day of July, 2003.

HAYES LEMMERZ INTERNATIONAL — OHIO, INC.

HLI NETHERLANDS HOLDINGS, INC.

HAYES LEMMERZ INTERNATIONAL — CMI, INC.

HAYES LEMMERZ INTERNATIONAL — EQUIPMENT &

     ENGINEERING, INC.

HAYES LEMMERZ INTERNATIONAL — PCA, INC.

HAYES LEMMERZ INTERNATIONAL — TRANSPORTATION, INC.

HLI — VENTURES, INC.

HLI — SUMMERFIELD REALTY CORP.

HLI REALTY, INC.

CMI — QUAKER ALLOY, INC.

By:  /s/ CURTIS J. CLAWSON

Name:  Curtis J. Clawson

Title:    President

      Each person whose signature appears below hereby constitutes and appoints Patrick C. Cauley and Michael J. Way, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (1) amendments (including post-effective amendments) and additions to this Registration Statement and (2) Registration Statements, and any and all amendments thereto (including post-effective amendments), relating to the offering contemplated pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ CURTIS J. CLAWSON Curtis J. Clawson	President (Principal Executive Officer)	July 31, 2003
/s/ JAMES A. YOST James A. Yost	Vice President, Finance (Principal Financial Officer)	July 31, 2003
/s/ LARRY KARENKO Larry Karenko	Director	July 31, 2003

II-22

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Northville, State of Michigan, on this 31st day of July, 2003.

HAYES LEMMERZ INTERNATIONAL — HOMER, INC.

HAYES LEMMERZ INTERNATIONAL — LAREDO, INC.

HAYES LEMMERZ INTERNATIONAL — PETERSBURG, INC.

HAYES LEMMERZ INTERNATIONAL — WABASH, INC.

By:  /s/ DANIEL M. SANDBERG

Name:  Daniel M. Sandberg

Title:    President

      Each person whose signature appears below hereby constitutes and appoints Patrick C. Cauley and Michael J. Way, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (1) amendments (including post-effective amendments) and additions to this Registration Statement and (2) Registration Statements, and any and all amendments thereto (including post-effective amendments), relating to the offering contemplated pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ DANIEL M. SANDBERG Daniel M. Sandberg	President (Principal Executive Officer)	July 31, 2003
/s/ JAMES A. YOST James A. Yost	Vice President, Finance (Principal Financial Officer)	July 31, 2003
/s/ LARRY KARENKO Larry Karenko	Director	July 31, 2003

II-23

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Northville, State of Michigan, on this 31st day of July, 2003.

HAYES LEMMERZ INTERNATIONAL — BRISTOL, INC.

HAYES LEMMERZ INTERNATIONAL — CADILLAC, INC.

HAYES LEMMERZ INTERNATIONAL — MONTAGUE, INC.

HAYES LEMMERZ INTERNATIONAL — SOUTHFIELD, INC.

HAYES LEMMERZ INTERNATIONAL — TECHNICAL CENTER, INC.

By:  /s/ SCOTT T. HARRISON

Name: Scott T. Harrison

Title: President

      Each person whose signature appears below hereby constitutes and appoints Patrick C. Cauley and Michael J. Way, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (1) amendments (including post-effective amendments) and additions to this Registration Statement and (2) Registration Statements, and any and all amendments thereto (including post-effective amendments), relating to the offering contemplated pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ SCOTT T. HARRISON Scott T. Harrison	President (Principal Executive Officer)	July 31, 2003
/s/ JAMES A. YOST James A. Yost	Vice President, Finance (Principal Financial Officer)	July 31, 2003
/s/ LARRY KARENKO Larry Karenko	Director	July 31, 2003

II-24

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Northville, State of Michigan, on this 31st day of July, 2003.

HAYES LEMMERZ INTERNATIONAL — TEXAS, INC.

By:  /s/ FRED BENTLEY

Name: Fred Bentley

Title: President

      Each person whose signature appears below hereby constitutes and appoints Patrick C. Cauley and Michael J. Way, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (1) amendments (including post-effective amendments) and additions to this Registration Statement and (2) Registration Statements, and any and all amendments thereto (including post-effective amendments), relating to the offering contemplated pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ FRED BENTLEY Fred Bentley	President (Principal Executive Officer)	July 31, 2003
/s/ JAMES A. YOST James A. Yost	Vice President, Finance (Principal Financial Officer)	July 31, 2003
/s/ LARRY KARENKO Larry Karenko	Director	July 31, 2003

II-25

EXHIBIT INDEX

Exhibit
Numbers		Description
	2.1	Modified First Amended Joint Plan of Reorganization of Hayes Lemmerz International, Inc. and Its Affiliated Debtors and Debtors in Possession, as Further Modified (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed May 21, 2003).
	2.2	Agreement and Plan of Merger, dated as of June 3, 2003, by and between Hayes Lemmerz International, Inc. and HLI Operating Company, Inc. (Incorporated by reference to Exhibit 2.3 to the Company’s Current Report on Form 8-K12G3 filed on June 4, 2003).
	3.1	Amended and Restated Certificate of Incorporation of HLI Operating Company, Inc.*
	3.2	By-Laws of HLI Operating Company, Inc.*
	3.3	Certificate of Incorporation of Hayes Lemmerz International, Inc. (formerly known as HLI Holding Company, Inc.) (Incorporated by reference to Exhibit 3.3 to the Company’s Form 8-A/ A filed June 4, 2003).
	3.4	By-Laws of Hayes Lemmerz International, Inc. (formerly known as HLI Holding Company, Inc.) (Incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form 8-A/ A filed June 4, 2003).
	3.5	Certificate of Incorporation of HLI Parent Company, Inc.*
	3.6	By-Laws of HLI Parent Company, Inc.*
	3.7	Certificate of Incorporation of HLI Wheels Holding Company, Inc.*
	3.8	By-Laws of HLI Wheels Holding Company, Inc.*
	3.9	Certificate of Incorporation of HLI Powertrain Holding Company, Inc.*
	3.10	By-Laws of HLI Powertrain Holding Company, Inc.*
	3.11	Certificate of Incorporation of HLI Commercial Highway Holding Company, Inc.*
	3.12	By-Laws of HLI Commercial Highway Holding Company, Inc.*
	3.13	Certificate of Incorporation of HLI Brakes Holding Company, Inc.*
	3.14	By-Laws of HLI Brakes Holding Company, Inc.*
	3.15	Certificate of Incorporation of HLI Services Holding Company, Inc.*
	3.16	By-Laws of HLI Services Holding Company, Inc.*
	3.17	Certificate of Incorporation of Hayes Lemmerz International-La Mirada, Inc.*
	3.18	By-Laws of Hayes Lemmerz International-La Mirada, Inc.*
	3.19	Certificate of Incorporation of Hayes Lemmerz International-La Sedalia, Inc.*
	3.20	By-Laws of Hayes Lemmerz International-La Sedalia, Inc.*
	3.21	Certificate of Incorporation of Hayes Lemmerz International-Bowling Green, Inc.*
	3.22	By-Laws of Hayes Lemmerz International-Bowling Green, Inc.*
	3.23	Certificate of Incorporation of Hayes Lemmerz International-Commercial Highway, Inc.*
	3.24	By-Laws of Hayes Lemmerz International-Commercial Highway, Inc.*
	3.25	Certificate of Incorporation of Hayes Lemmerz International-California, Inc.*
	3.26	By-Laws of Hayes Lemmerz International-California, Inc.*
	3.27	Certificate of Incorporation of Hayes Lemmerz International-Georgia, Inc.*
	3.28	By-Laws of Hayes Lemmerz International-Georgia, Inc.*
	3.29	Certificate of Incorporation of Hayes Lemmerz International-Homer, Inc.*
	3.30	By-Laws of Hayes Lemmerz International-Homer, Inc.*
	3.31	Certificate of Incorporation of Hayes Lemmerz International-Howell, Inc.*
	3.32	By-Laws of Hayes Lemmerz International-Howell, Inc.*
	3.33	Certificate of Incorporation of Hayes Lemmerz International Huntington, Inc.*
	3.34	By-Laws of Hayes Lemmerz International Huntington, Inc.*

Exhibit
Numbers		Description
	3.35	Certificate of Incorporation of Hayes Lemmerz International-Kentucky, Inc.*
	3.36	By-Laws of Hayes Lemmerz International-Kentucky, Inc.*
	3.37	Certificate of Incorporation of Hayes Lemmerz International-Mexico, Inc.*
	3.38	By-Laws of Hayes Lemmerz International-Mexico, Inc.*
	3.39	Certificate of Incorporation of Hayes Lemmerz International-Ohio, Inc.*
	3.40	By-Laws of Hayes Lemmerz International-Ohio, Inc.*
	3.41	Certificate of Incorporation of Hayes Lemmerz International-Texas, Inc.*
	3.42	By-Laws of Hayes Lemmerz International-Texas, Inc.*
	3.43	Certificate of Incorporation of Hayes Lemmerz International-CMI, Inc.*
	3.44	By-Laws of Hayes Lemmerz International-CMI, Inc.*
	3.45	Certificate of Incorporation of Hayes Lemmerz International-Bristol, Inc.*
	3.46	By-Laws of Hayes Lemmerz International-Bristol, Inc.*
	3.47	Certificate of Incorporation of Hayes Lemmerz International-Cadillac, Inc.*
	3.48	By-Laws of Hayes Lemmerz International-Cadillac, Inc.*
	3.49	Certificate of Incorporation of Hayes Lemmerz International Equipment & Engineering, Inc.*
	3.50	By-Laws of Hayes Lemmerz International Equipment & Engineering, Inc.*
	3.51	Certificate of Incorporation of Hayes Lemmerz International-Laredo, Inc.*
	3.52	By-Laws of Hayes Lemmerz International-Laredo, Inc.*
	3.53	Certificate of Incorporation of Hayes Lemmerz International-Montague, Inc.*
	3.54	By-Laws of Hayes Lemmerz International-Montague, Inc.*
	3.55	Certificate of Incorporation of Hayes Lemmerz International-PCA, Inc.*
	3.56	By-Laws of Hayes Lemmerz International-PCA, Inc.*
	3.57	Certificate of Incorporation of Hayes Lemmerz International-Petersburg, Inc.*
	3.58	By-Laws of Hayes Lemmerz International-Petersburg, Inc.*
	3.59	Certificate of Incorporation of Hayes Lemmerz International-Southfield, Inc.*
	3.60	By-Laws of Hayes Lemmerz International-Southfield, Inc.*
	3.61	Certificate of Incorporation of Hayes Lemmerz International-Technical Center, Inc.*
	3.62	By-Laws of Hayes Lemmerz International-Technical Center, Inc.*
	3.63	Certificate of Incorporation of Hayes Lemmerz International-Transportation, Inc.*
	3.64	By-Laws of Hayes Lemmerz International-Transportation, Inc.*
	3.65	Certificate of Incorporation of Hayes Lemmerz International-Wabash, Inc.*
	3.66	By-Laws of Hayes Lemmerz International-Wabash, Inc.*
	3.67	Certificate of Incorporation of HLI-Summerfield Realty Corp.*
	3.68	By-Laws of HLI-Summerfield Realty Corp.*
	3.69	Certificate of Incorporation of HLI Realty, Inc.*
	3.70	By-Laws of HLI Realty, Inc.*
	3.71	Certificate of Incorporation of CMI-Quaker Alloy, Inc.*
	3.72	By-Laws of CMI-Quaker Alloy, Inc.*
	3.73	Certificate of Incorporation of HLI Netherlands Holdings, Inc.*
	3.74	By-Laws of HLI Netherlands Holdings, Inc.*
	3.75	Certificate of Incorporation of Hayes Lemmerz International Import, Inc.*
	3.76	By-Laws of Hayes Lemmerz International Import, Inc.*

Exhibit
Numbers		Description
	4.1	Indenture, dated as of June 3, 2003, regarding $250,000,000 of 10 1/2% Senior Notes due 2010, by and between HLI Operating Company, certain listed Guarantors, and U.S. Bank National Association, as Trustee (Incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2003, filed June 16, 2003).
	4.2	First Supplemental Indenture, dated as of June 19, 2003, by and between HLI Operating Company, certain listed Guarantors, and U.S. Bank National Association, as Trustee.*
	4.3	Form of 10 1/2% Senior Notes due 2010 (attached as Exhibit A to the Indenture filed as Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2003, filed June 16, 2003).
	5.1	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of certain securities being registered.**
	5.2	Opinion of Patrick C. Cauley, Esq.**
	10.2	Tax Sharing Agreement among the Company, Kelsey-Hayes Company and K-H (Incorporated by reference from the Company’s Registration Statement No. 33-53780 on Form S-l, filed with the SEC on October 27, 1992, as amended.).
	10.3	Conveyance and Transfer Agreement, dated as of December 15, 1992, between the Company and Kelsey-Hayes Company (Incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal Year Ended January 31, 1993, filed with the SEC.).
	10.5	Michigan Workers’ Compensation Claims Payment Guarantee between the Company and Kelsey-Hayes Company (Incorporated by reference from the Company’s Registration Statement No. 33-53780 on Form S-l, filed with the SEC on October 27, 1992, as amended).
	10.7	Long-Term Savings Plan (Incorporated by reference from the Company’s Registration Statement No. 33-53780 on Form S-l, filed with the SEC on October 27, 1992, as amended.).
	10.8	Non-competition Agreement between the Company and Varity Corporation (Incorporated by reference from the Company’s Registration Statement No. 33-53780 on Form S-l, filed with the SEC on October 27, 1992, as amended.).
	10.9	Employment Agreement, dated February 1, 1993, between Hayes Wheels, S.p.A. and Giancarlo Dallera (Incorporated by reference from the Company’s Registration Statement No. 33-53780 on Form S-l, filed with the SEC on October 27, 1992, as amended.).
	10.13	Project Funds Agreement, dated November 12, 1993, between Hayes Wheels Autokola NH, a.s. (“Autokola”), the Company and International Finance Corporation (“IFC”) (Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 1993, filed with the SEC.).
	10.14	Fee Clawback Agreement, dated November 12, 1993, between Autokola, the Company and IFC (Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 1993, filed with the SEC.).
	10.15	Subordination Agreement, dated November 12, 1993, between Autokola, Nova Hut a.s., the Company and IFC (Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 1993, filed with the SEC.).
	10.16	Investment Agreement, dated November 12, 1993, between Autokola and IFC (Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 1993, filed with the SEC.).
	10.17	Employee Benefits Agreement (Incorporated by reference from the Company’s Registration Statement No. 33-53780 on Form S-l, filed with the SEC on October 27, 1992, as amended.).
	10.22	Form of Indemnification Agreement between the Company and each of its directors (Incorporated by reference from Exhibit B to the Stockholders’ Agreement filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K, dated July 2, 1996, filed with the SEC.).
	10.23	First Amendment to Employment Agreement, dated June 6, 1996, between Hayes Wheels, S.p.A. and Giancarlo Dallera (Incorporated by reference from the Company’s Annual Report on Form 10-K for the Fiscal Year Ended January 31, 1997, filed with the SEC.).

Exhibit
Numbers		Description
	10.24	Consulting Agreement, dated as of June 6, 1997, between the Company and H.K.L., L.L.C (Incorporated by reference from the Company’s Current Report on Form 8-K, dated June 6, 1997, filed with the SEC.).
	10.25	Consulting Agreement, dated as of June 6, 1997, between the Company and Horst Kukwa-Lemmerz (Incorporated by reference from the Company’s Current Report on Form 8-K, dated June 6, 1997, filed with the SEC.).
	10.31	Form of Severance Agreement, dated June 15, 2000, between the Company and certain of its officers (Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2000, filed with the SEC.).
	10.38	Amended and Restated Employment Agreement between the Company and Curtis J. Clawson dated September 26, 2001 (Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2001, filed with the SEC.).
	10.39	Form of Employment Agreement between the Company and certain of its officers (Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2001, filed with the SEC.).
	10.40	Amended and Restated Settlement Agreement between the Company and Giancarlo Dallera dated December 1, 2001 (Incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2002, filed with the SEC.).
	10.45	Registration Rights Agreement, dated as of June 3, 2003, by and between HLI Operating Company, Inc. and the Initial Purchasers of the 10 1/2% Senior Notes due 2010 (Incorporated by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2003, filed June 16, 2003).
	10.46	Credit Agreement, dated as of June 3, 2003, by and among HLI Operating Company, Inc., as Borrower, Hayes Lemmerz International, Inc., the Lenders and Issuers listed therein, Citicorp North America, Inc., as Administrative Agent, Lehman Commercial Paper, Inc., as Syndication Agent, and General Electric Capital Corporation, as Documentation Agent (Incorporated by reference to Exhibit 99.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2003, filed June 16, 2003).
	10.47	Guaranty, dated as of June 3, 2003, by and between HLI Operating Company, Hayes Lemmerz International, Inc. and the Guarantors named therein (Incorporated by reference to Exhibit 99.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2003, filed June 16, 2003).
	10.48	Pledge and Security Agreement, dated as of June 3, 2003, by and between Hayes Lemmerz International, Inc. and HLI Operating Company, as Grantors, the Additional Grantors named therein, Citicorp North America, Inc., as Administrative Agent, and Lehman Commercial Paper, Inc. as Syndication Agent (Incorporated by reference to Exhibit 99.5 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2003, filed June 16, 2003).
	21.1	Subsidiaries of the Registrant.*
	23.1	Consent of KPMG LLP, Independent Public Accountants.*
	23.2	Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in the opinion of Skadden, Arps, Slate, Meagher & Flom LLP filed as Exhibit 5.1 hereto).*
	23.3	Consent of Patrick C. Cauley, Esq. (included in the opinion of Patrick C. Cauley, Esq. filed as Exhibit 5.2 hereto).
	24.1	Power of Attorney (included on signature page).*
	25.1	Form T-1 Statement of Eligibility of U.S. Bank National Association to act as trustee under the Indenture.**
	99.1	Form of Letter of Transmittal.*
	99.2	Form of Notice of Guaranteed Delivery.*

Exhibit
Numbers		Description
	99.3	Notice to Brokers.*
	99.4	Notice to Clients.*

*	Filed electronically herewith.
**	To be filed by amendment.

EX-3.1

                                                                     EXHIBIT 3.1

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                           HLI OPERATING COMPANY, INC.

                  The undersigned, Patrick C. Cauley, certifies that he is the
duly appointed Secretary of HLI Operating Company, Inc., a corporation organized
and existing under the laws of the State of Delaware (the "Corporation"), and
does hereby further certify as follows:

         (1)      The name of the Corporation is HLI Operating Company, Inc.

         (2)      The name under which the Corporation was originally
                  incorporated was HLI OpCo, Inc. and the original Certificate
                  of Incorporation of the Corporation was filed with the
                  Secretary of State of the State of Delaware on March 26, 2003.

         (3)      This Amended and Restated Certificate of Incorporation was
                  duly adopted by the written consent of the Directors of the
                  Corporation and by the written consent of the sole Stockholder
                  of the Corporation in accordance with the applicable
                  provisions of Sections 141, 228, 242 and 245 of the General
                  Corporation Law of the State of Delaware.

         (4)      The text of the Certificate of Incorporation of the
                  Corporation, as amended, is hereby amended and restated to
                  read in its entirety, as follows:

                  FIRST: The name of the Corporation is HLI Operating Company,
Inc. (hereinafter, the "Corporation").

                  SECOND: The address of the registered office of the
Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, in the
City of Wilmington, County of New Castle. The name of its registered agent at
that address is Corporation Service Company.



                  THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which a corporation may be organized under the
General Corporation Law of the State of Delaware as set forth in Title 8 of the
Delaware Code (the "GCL").

                  FOURTH: The total number of shares of stock which the
Corporation shall have the authority to issue is 700,000, (i) 600,000 shares of
which shall be denominated as common stock, each having a par value of one penny
($.01); and (ii) 100,000 shares of which shall be denominated as Series A
Cumulative Redeemable Exchangeable Preferred Stock (the "Series A Preferred
Stock"), each having a par value of one dollar ($1.00) and otherwise having the
rights and preferences set forth in Article FIFTH hereof.

                  FIFTH: The Series A Preferred Stock shall have the following
rights and preferences:

                  Section 1.        Rank. All shares of Series A Preferred
Stock, as to distribution of assets upon liquidation, dissolution or winding up
of the Corporation, whether voluntary or involuntary, shall rank senior to the
Corporation's now or hereafter issued Common Stock or any other common stock of
any class of the Corporation. The term "Common Stock" shall mean the common
stock, par value $.01 per share, of the Corporation as the same exists at the
date hereof or as such stock may be constituted from time to time.

                  Section 2.        Dividends.

                           (a)      The holders of the Series A Preferred Stock
shall be entitled to receive cumulative cash dividends when, as and if declared
by the board of directors of the Corporation (the "Board of Directors") out of
funds of the Corporation legally available therefor, at a rate per share of 8%
of the Liquidation Preference (as defined below) per annum, and no more, which
shall be fully cumulative, shall accrue (until declared and paid) without
interest from the date of first issuance and shall be payable in arrears on
March 31, June 30, September 30 and December 31 of each year, commencing June
30, 2003, to the holders of record of shares of Series A Preferred Stock as of
the immediately preceding March 15, June 15, September 15 and December 15,
respectively. Dividends shall cease to accrue in respect of any share of Series
A Preferred Stock on the date on which (i) such share is redeemed by the
Corporation pursuant to Section 4 of this Article FIFTH on the date (the
"Exchange Date") or (ii) such share is exchanged by

                                        2



the holder thereof pursuant to Section 5 of this Article FIFTH, unless the
Corporation shall have failed to (A) in the case of an exchange, deliver the
appropriate number of shares of common stock, par value $.01 per share, of HLI
Holding Company, Inc., a Delaware corporation or its successors in interest
("New HLI Common Stock"), in respect of such share of Series A Preferred Stock
on such Exchange Date or (B) in the case of a redemption, pay the relevant
Redemption Price (as defined below) on the date fixed for redemption. The
amount of dividends payable on any period shorter than a full yearly dividend
period shall be computed on the basis of a 360-day year of twelve 30-day months.

                           (b)      Holders of the Series A Preferred Stock
shall not be entitled to any dividends, whether payable in cash, property or
stock, in excess of the dividends as herein described.

                  Section 3.        Liquidation Preference. In the event of a
liquidation, dissolution or winding up (each, a "Dissolution Event") of the
Corporation, whether voluntary or involuntary, the holders of Series A Preferred
Stock shall be entitled to receive out of the assets of the Corporation, whether
such assets are stated capital or surplus of any nature, an amount equal to $100
per share (the "Liquidation Preference"), plus all dividends accrued and unpaid
thereon (whether or not declared) to the date of final distribution to such
holders, without interest, and no more, before any payment shall be made or any
assets distributed to the holders of Common Stock or any other class or series
of the Corporation's capital stock ranking junior as to liquidation rights to
the Series A Preferred Stock; provided, however, that such rights shall accrue
to the holders of Series A Preferred Stock only in the event that the
Corporation's payments with respect to the liquidation preferences of the
holders of capital stock of the Corporation ranking senior as to liquidation
rights to the Series A Preferred Stock (the "Senior Liquidation Securities") are
fully met. If the assets of the Corporation available for distribution after the
liquidation preference of the Senior Liquidation Securities are fully met are
not sufficient to pay an amount equal to (A) the Liquidation Preference plus all
accrued and unpaid dividends on the Series A Preferred Stock plus (B) the
liquidation preference and all accrued and unpaid dividends on any other series
of the Corporation's capital stock having liquidation rights that are pari passu
with the shares of Series A Preferred Stock (the "Pari Passu Liquidation
Securities"), then the assets of the Corporation shall be distributed ratably
among the holders of the Series A Preferred Stock and the Pari Passu Liquidation
Securities in proportion to the respective preferential amounts to which each is
entitled (but only to the extent of such preferential amounts). Neither a
consolidation, merger or other business combination of the Corporation with or
into

                                        3



another corporation or other entity nor a sale or transfer of all or part of the
Corporation's assets for cash, securities or other property shall be considered
a liquidation, dissolution or winding up of the Corporation for purposes of this
Section 4 (unless in connection therewith the liquidation of the Corporation is
specifically approved).

                  The holder of any shares of Series A Preferred Stock shall not
be entitled to receive any payment owed for such shares under this Section 3
until such holder shall cause to be delivered to the Corporation (i) the
certificate(s) representing such shares of Series A Preferred Stock and (ii)
transfer instrument(s) satisfactory to the Corporation and sufficient to
transfer such shares of Series A Preferred Stock to the Corporation free of any
adverse interest.

                  Section 4.        Redemption.

                           (a)      Optional Redemption. At any time from and
after June 3, 2013, the Corporation, at its option, may at any time redeem, in
whole or from time to time in part, the Series A Preferred Stock on any date set
by the Board of Directors for a redemption price per share equal to the
Liquidation Price plus all accrued and unpaid dividends thereon (whether or not
declared) to the date of redemption (the "Redemption Price"). The Corporation
shall, at its option, pay the Redemption Price (i) in cash, out of funds legally
available therefor, or (ii) by delivering a number of duly authorized, validly
issued, fully paid and nonassessable shares of New HLI Common Stock equal to the
Redemption Price divided by the Current Market Price (as defined below) on the
date of redemption. As used herein, the term "Current Market Price" shall mean
the average closing price per share of New HLI Common Stock over the 20
consecutive trading days immediately preceding the date of the notice of
redemption, as reported by the primary automated inter-dealer quotation system
or securities exchange on which the New HLI Common Stock shall then be quoted or
listed, as the case may be.

                  In case of the redemption of less than all of the then
outstanding Series A Preferred Stock, the Corporation shall select the shares of
Series A Preferred Stock to be redeemed pro rata or by lot.

                           (b)      Procedures for Redemption. Not more than 60
nor less than 30 days prior to the redemption date, notice by first class mail,
postage prepaid, shall be given to each holder of record of the Series A
Preferred Stock to be re deemed, at such holder's address as it shall appear
upon the stock transfer books of

                                        4



the Corporation. Each such notice of redemption shall specify the date fixed for
redemption, the redemption price per share, the place or places of payment and
that payment will be made upon presentation and surrender of the certificate(s)
evidencing the shares of Series A Preferred Stock to be redeemed.

                  Any notice that is mailed as herein provided shall be
conclusively presumed to have been duly given, whether or not the holder of the
Series A Preferred Stock receives such notice; and failure to give such notice
by mail, or any defect in such notice, to the holders of any shares designated
for redemption shall not affect the validity of the proceedings for the
redemption of any other shares of Series A Preferred Stock. On or after the date
fixed for redemption as stated in such notice, each holder of the shares called
for redemption shall surrender the certificate evidencing such shares to the
Corporation at the place designated in such notice and shall thereupon be
entitled to receive payment of the Redemption Price per share. If less than all
the shares represented by any such surrendered certificate are redeemed, a new
certificate shall be issued without cost to the holder thereof representing the
unredeemed shares. If such notice of redemption shall have been so mailed and
if, on or prior to the redemption date specified in such notice all funds or, if
applicable, shares of New HLI Common Stock necessary for such redemption shall
have been set aside by the Corporation, separate and apart from its other funds
and securities, in trust for the account of the holders of the shares so to be
redeemed (so as to be and continue to be available therefor), then on and after
the redemption date, notwithstanding that any certificate for shares of the
Series A Preferred Stock so called for redemption shall not have been
surrendered for cancellation, all shares of the Series A Preferred Stock with
respect to which such notice shall have been mailed and as to which such funds
and/or shares shall have been set aside shall be deemed to be no longer
outstanding and all rights with respect to such shares of the Series A Preferred
Stock so called for redemption shall forthwith cease and terminate, except the
right of the holders thereof to receive out of the funds and/or shares so set
aside in trust the amount payable on redemption thereof without interest
thereon. How ever, if such notice of redemption shall have been so mailed and
if, prior to the redemption date specified in such notice, all said funds and/or
shares necessary for such redemption shall have been irrevocably deposited in
trust, for the account of the holders of the shares so to be redeemed (so as to
be and continue to be available therefor), with a corporation organized and
doing business under the laws of the United States or any State thereof or of
the District of Columbia (or a corporation or other person permitted to act as a
trustee by the Securities and Exchange Commission) authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least $100,000,000 and subject

                                        5



to supervision or examination by Federal, State or District of Columbia
authority, then, upon the making of such irrevocable deposit and without
awaiting the redemption date, all shares of the Series A Preferred Stock with
respect to which such notice shall have been so mailed and as to which such
funds and/or shares shall have been so irrevocably deposited shall be deemed to
be no longer outstanding, and all rights with respect to such shares of the
Series A Preferred Stock so called for redemption shall forth with cease and
terminate except the right of the holders thereof on or after the redemption
date to receive out of the funds and/or shares so irrevocably deposited in trust
the amount payable upon redemption thereof without interest thereon.

                  The holder of any shares of Series A Preferred Stock redeemed
upon any exercise of the Corporation's redemption right shall not be entitled to
receive payment of the Redemption Price per share until such holder shall cause
to be delivered to the place specified in the notice given with respect to such
redemption (i) the certificate(s) representing such shares of Series A Preferred
Stock redeemed and (ii) transfer instrument(s) satisfactory to the Corporation
and sufficient to transfer such shares of Series A Preferred Stock to the
Corporation free of any adverse interest.

                           (c)      Fractional Shares. No fractional shares of
New HLI Common Stock or securities representing fractional shares of New HLI
Common Stock shall be delivered upon redemption of the Series A Preferred Stock.
Instead of any fractional shares of New HLI Common Stock which would otherwise
be deliver able upon the redemption of a share of Series A Preferred Stock, the
Corporation shall pay to the person or persons to whom any such share would
otherwise be delivered a cash adjustment in respect of such fractional interest
in an amount (computed to the nearest cent) equal to the value of such
fractional share of New HLI Common Stock based upon the Current Market Price,
provided that, for purposes of this clause (c), all Series A Preferred Stock
beneficially owned by a person and all affiliates of such person shall be
treated as beneficially owned by, and redeemed from, a single person.

                  Section 5.        Exchange.

                           (a)      The outstanding shares of Series A Preferred
Stock shall be exchangeable, in whole or in part, at the option of the holder at
any time for a number of duly authorized, validly issued, fully paid and
nonassessable shares of New HLI Common Stock equal to (i) the aggregate
Liquidation Preference of the

                                        6



shares of Series A Preferred Stock so exchanged plus all accrued and unpaid
dividends thereon (whether or not declared) to the Exchange Date divided by (ii)
125% of the Emergence Share Price (as defined below). As used herein, the term
"Emergence Share Price" shall have the meaning ascribed to such term in the
Modified First Amended Joint Plan of Reorganization of Hayes Lemmerz
International, Inc., and its Affiliated Debtors and Debtors in Possession, as
Further Modified, dated as of April 9, 2003. In the event of any stock split,
stock dividend, recapitalization or similar transaction with respect to the new
HLI Common Stock, an appropriate adjustment shall be made hereunder as
determined in good faith by the Board of Directors of the Corporation.

                           (b)      Procedure for Exchange. In order to exercise
the exchange right provided in Section 5(a) of this Article FIFTH, a holder of
shares of Series A Preferred Stock (an "Exchanging Holder") shall surrender the
certificate or certificates representing the shares of Series A Preferred Stock
to be exchanged, duly endorsed in blank, to the Secretary of the Corporation,
accompanied by written notice addressed to the Corporation specifying the number
(in whole shares) of such Exchanging Holder's shares of Series A Preferred Stock
evidenced by such certificate or certificates to be exchanged and the name or
names in which such Exchanging Holder wishes the certificate or certificates for
New HLI Common Stock to be issued; in case such notice shall specify that New
HLI Common Stock be issued in a name or names other than that of such Exchanging
Holder, such notice shall be accompanied by (i) a duly executed instrument of
transfer satisfactory to the Corporation and sufficient to transfer such shares
of Series A Preferred Stock to the Corporation free of any adverse interest and
(ii) payment of all transfer or similar taxes (or evidence reasonably
satisfactory to the Corporation demonstrating that such taxes have been paid or
are not payable) payable upon the issuance of New HLI Common Stock in such name
or names. As promptly as practicable after the surrender of such shares of
Series A Preferred Stock as aforesaid, but in any event not later than the fifth
business day after such surrender, the Corporation shall deliver or cause to be
delivered to any Exchanging Holder, or such other person upon the written order
of such Exchanging Holder, a certificate or certificates for the number of whole
shares of New HLI Common Stock issuable upon the exchange of such shares of
Series A Preferred Stock in accordance with the provisions hereof and any cash
payment in lieu of any fractional shares of New HLI Common Stock, as provided in
Section 5(c) of this Article FIFTH. The Corporation shall issue certificates
for the balance of any remaining shares of Series A Preferred Stock in any case
in which fewer than all of the shares of Series A Preferred Stock represented by
a certificate are exchanged.

                                        7



                           (c)      Fractional Shares. No fractional shares of
New HLI Common Stock or securities representing fractional shares of New HLI
Common Stock shall be issued upon exchange of the Series A Preferred Stock.
Instead of any fractional shares of New HLI Common Stock which would otherwise
be deliverable upon the exchange of a share of Series A Preferred Stock, the
Corporation shall pay to the person or persons to whom any such share would
otherwise be delivered a cash adjustment in respect of such fractional interest
in an amount (computed to the nearest cent) equal to the value of such
fractional share of New HLI Common Stock based upon the Current Market Price,
provided that, for purposes of this clause (c), all Series A Preferred Stock
beneficially owned by a person and all affiliates of such person shall be
treated as beneficially owned, and exchanged, by a single person.

                           (d)      Dividends. Dividends on any shares of
Series A Preferred Stock to be exchanged shall cease to accrue on the applicable
Exchange Date, whether or not certificates for shares of Series A Preferred
Stock are surrendered for exchange on such Exchange Date unless the Corporation
shall default in the delivery of shares of New HLI Common Stock in exchange
therefor.

                  Section 6.        Voting Rights. The holders of Series A
Preferred Stock shall vote together as a single class with the holders of Common
Stock of the Corporation on all matters submitted to a vote of the stockholders
of the Corporation. Each share of Series A Preferred Stock shall entitle the
holder thereof to cast one- tenth (1/10th) of one vote on each matter submitted
to a vote of the stockholders of the Corporation. In the event of any stock
split, stock dividend, recapitalization or similar transaction with respect to
the Corporation's Common Stock, an appropriate adjustment shall be made as
determined in good faith by the Board of Directors of the Corporation to ensure
that the Series A Preferred Stock has, in the aggregate, voting power equal to
1/60th of the aggregate vote of all of the voting stock of the Corporation.

                  Section 7.        Preemptive Rights. The holders of Series A
Preferred Stock shall not be entitled to any preemptive or subscription rights
in respect of any securities of the Corporation.

                  SIXTH: The Corporation shall not issue any nonvoting equity
securities to the extent prohibited by Section 1123 of Title 11 of the United
States Code (the "Bankruptcy Code") as in effect on the effective date of the
First Amended Plan of Reorganization of Hayes Lemmerz International, Inc. and
its Affiliated Debtors and Debtors in Possession (the "Reorganization Plan");
provided, however,

                                        8



that this Article SIXTH (a) will have no further force and effect beyond that
required under Section 1123 of the Bankruptcy Code, (b) will have such force and
effect, if any, only for so long as such section of the Bankruptcy Code is in
effect and applicable to the Corporation, and (c) in all events may be amended
or eliminated in accordance with such applicable law as from time to time may be
in effect.

                  SEVENTH: The following provisions are inserted for the
management of the business and the conduct of the affairs of the Corporation,
and for further definition, limitation and regulation of the powers of the
Corporation and of its directors and stockholders:

                  (1)      The business and affairs of the Corporation shall be
                           managed by or under the direction of the Board of
                           Directors.

                  (2)      The directors shall have concurrent power with the
                           stockholders to make, alter, amend, change, add to
                           or repeal the By- Laws of the Corporation.

                  (3)      The number of directors of the Corporation shall be
                           as from time to time fixed by, or in the manner
                           provided in, the By- Laws of the Corporation.
                           Election of directors need not be by written ballot
                           unless the By-Laws so provide.

                  (4)      No director shall be personally liable to the
                           Corporation or any of its stockholders for monetary
                           damages for breach of fiduciary duty as a director,
                           except for liability (i) for any breach of the
                           director's duty of loyalty to the Corporation or its
                           stock holders, (ii) for acts or omissions not in good
                           faith or which involve intentional misconduct or a
                           knowing violation of law, (iii) pursuant to Section
                           174 of the Delaware General Corporation Law or (iv)
                           for any transaction from which the director derived
                           an improper personal benefit. Any repeal or
                           modification of this Article SEVENTH by the
                           stockholders of the Corporation shall not adversely
                           affect any right or protection of a director of the
                           Corporation existing at the time of such repeal or
                           modification with respect to acts or omissions occur
                           ring prior to such repeal or modification.

                                        9



                  (5)      In addition to the powers and authority herein before
                           or by statute expressly conferred upon them, the
                           directors are hereby empowered to exercise all such
                           powers and do all such acts and things as may be
                           exercised or done by the Corporation, subject,
                           nevertheless, to the provisions of the GCL, this
                           Certificate of Incorporation, and any By-Laws
                           adopted by the stock holders; provided, however, that
                           no By-Laws hereafter adopted by the stockholders
                           shall invalidate any prior act of the directors which
                           would have been valid if such By-Laws had not been
                           adopted.

                  EIGHTH: The Corporation shall indemnify its directors and
officers to the fullest extent authorized or permitted by law, as now or
hereafter in effect, and such right to indemnification shall continue as to a
person who has ceased to be a director or officer of the Corporation and shall
inure to the benefit of his or her heirs, executors and personal and legal
representatives; provided, however, that, except for proceedings to enforce
rights to indemnification, the Corporation shall not be obligated to indemnify
any director or officer (or his or her heirs, executors or personal or legal
representatives) in connection with a proceeding (or part thereof) initiated by
such person unless such proceeding (or part thereof) was authorized or consented
to by the Board of Directors. The right to indemnification conferred by this
Article EIGHTH shall include the right to be paid by the Corporation the
expenses incurred in defending or otherwise participating in any proceeding in
advance of its final disposition.

                  The Corporation may, to the extent authorized from time to
time by the Board of Directors, provide rights to indemnification and to the
advancement of expenses to employees and agents of the Corporation similar to
those conferred in this Article EIGHTH to directors and officers of the
Corporation.

                  The rights to indemnification and to the advance of expenses
conferred in this Article EIGHTH shall not be exclusive of any other right
which any person may have or hereafter acquire under this Amended and Restated
Certificate of Incorporation, the By-Laws of the Corporation, any statute,
agreement, vote of stockholders or disinterested directors or otherwise.

                  Any repeal or modification of this Article EIGHTH by the
stockholders of the Corporation shall not adversely affect any rights to
indemnification and to the advancement of expenses of a director or officer of
the

                                       10



Corporation existing at the time of such repeal or modification with respect to
any acts or omissions occur ring prior to such repeal or modification.

                  NINTH: Meetings of stockholders may be held within or without
the State of Delaware, as the By-Laws may provide. The books of the Corporation
may be kept (subject to any provision contained in the GCL) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the Corporation.

                  TENTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Amended and Restated
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.

                            [SIGNATURE PAGE FOLLOWS]

                                       11



                  IN WITNESS WHEREOF, the Corporation has caused this Amended
and Restated Certificate of Incorporation to be executed on its behalf this 30th
day of May, 2003.

                                    HLI OPERATING COMPANY, INC.

                                    By: /s/ Patrick C. Cauley
                                        ---------------------------------------
                                        Patrick C. Cauley
                                        SecretarycoNc

                                       12

EX-3.2

                                                                     EXHIBIT 3.2

                                     BY-LAWS

                                       OF

                           HLI OPERATING COMPANY, INC.

                             A Delaware Corporation

                            Effective March 26, 2003



                                TABLE OF CONTENTS



                                                                                        PAGE
                                                                                        ----
                                                                                     
                                              ARTICLE I
                                               OFFICES

Section 1.        Registered Office...................................................    1
Section 2.        Other Offices.......................................................    1

                                             ARTICLE II
                                      MEETINGS OF STOCKHOLDERS

Section 1.        Place of Meetings...................................................    2
Section 2.        Annual Meetings.....................................................    2
Section 3.        Special Meetings....................................................    2
Section 4.        Notice..............................................................    3
Section 5.        Adjournments........................................................    3
Section 6.        Quorum..............................................................    4
Section 7.        Voting..............................................................    5
Section 8.        Proxies.............................................................    6
Section 9.        Consent of Stockholders in Lieu of Meeting..........................    8
Section 10.       List of Stockholders Entitled to Vote...............................    9
Section 11.       Record Date.........................................................   10
Section 12.       Stock Ledger........................................................   12
Section 13.       Conduct of Meetings.................................................   12
Section 14.       Inspectors of Election..............................................   13

                                             ARTICLE III
                                              DIRECTORS

Section 1.        Number and Election of Directors....................................   14
Section 2.        Vacancies...........................................................   15
Section 3.        Duties and Powers...................................................   15
Section 4.        Meetings............................................................   15
Section 5.        Organization........................................................   16
Section 6.        Resignations and Removals of Directors..............................   16
Section 7.        Quorum..............................................................   17


                                        i



                                                                                      
Section 8.        Actions of the Board by Written Consent.............................   18
Section 9.        Meetings by Means of Conference Telephone...........................   18
Section 10.       Committees..........................................................   19
Section 11.       Compensation........................................................   20
Section 12.       Interested Directors................................................   20

                                             ARTICLE IV
                                              OFFICERS

Section 1.        General.............................................................   21
Section 2.        Election............................................................   22
Section 3.        Voting Securities Owned by the Corporation..........................   22
Section 4.        Chairman of the Board of Directors..................................   23
Section 5.        President...........................................................   24
Section 6.        Vice Presidents.....................................................   24
Section 7.        Secretary...........................................................   25
Section 8.        Treasurer...........................................................   26
Section 9.        Assistant Secretaries...............................................   27
Section 10.       Assistant Treasurers................................................   27
Section 11.       Other Officers......................................................   28

                                              ARTICLE V
                                                STOCK

Section 1.        Form of Certificates................................................   28
Section 2.        Signatures..........................................................   29
Section 3.        Lost Certificates...................................................   29
Section 4.        Transfers...........................................................   29
Section 5.        Dividend Record Date................................................   30
Section 6.        Record Owners.......................................................   31
Section 7.        Transfer and Registry Agents........................................   31

                                             ARTICLE VI
                                               NOTICES

Section 1.        Notices.............................................................   31
Section 2.        Waivers of Notice...................................................   32



                                       ii



                                                                                      
                                             ARTICLE VII
                                         GENERAL PROVISIONS

Section 1.        Dividends...........................................................   33
Section 2.        Disbursements.......................................................   33
Section 3.        Fiscal Year.........................................................   34
Section 4.        Corporate Seal......................................................   34

                                            ARTICLE VIII

                                           INDEMNIFICATION

Section 1.        Power to Indemnify in Actions, Suits or Proceedings
                  other than Those by or in the Right of the Corporation..............   34
Section 2.        Power to Indemnify in Actions, Suits or Proceedings
                  by or in the Right of the Corporation...............................   35
Section 3.        Authorization of Indemnification....................................   36
Section 4.        Good Faith Defined..................................................   37
Section 5.        Indemnification by a Court..........................................   38
Section 6.        Expenses Payable in Advance.........................................   39
Section 7.        Nonexclusivity of Indemnification and Advancement of Expenses.......   39
Section 8.        Insurance...........................................................   40
Section 9.        Certain Definitions.................................................   40
Section 10.       Survival of Indemnification and Advancement of Expenses.............   42
Section 11.       Limitation on Indemnification.......................................   42
Section 12.       Indemnification of Employees and Agents.............................   42

                                             ARTICLE IX
                                             AMENDMENTS

Section 1.        Amendments..........................................................   43
Section 2.        Entire Board of Directors...........................................   43



                                       iii



                                     BY-LAWS

                                       OF

                           HLI OPERATING COMPANY, INC.

                     (hereinafter called the "Corporation")

                                    ARTICLE I

                                     OFFICES

                  Section 1.        Registered Office. The registered office of
the Corporation shall be in the City of Wilmington, County of New Castle, State
of Delaware.

                  Section 2.        Other Offices. The Corporation may also have
offices at such other places, both within and without the State of Delaware, as
the Board of Directors may from time to time determine.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

                  Section 1.        Place of Meetings. Meetings of the
stockholders for the election of directors or for any other purpose shall be
held at such time and place, either within or without the State of Delaware, as
shall be designated from time to time by the Board of Directors.



                  Section 2.        Annual Meetings. The Annual Meeting of
Stockholders for the election of directors shall be held on such date and at
such time as shall be designated from time to time by the Board of Directors.
Any other proper business may be transacted at the Annual Meeting of
Stockholders.

                  Section 3.        Special Meetings. Unless otherwise required
by law or by the certificate of incorporation of the Corporation, as amended and
restated from time to time (the "Certificate of Incorporation"), Special
Meetings of Stockholders, for any purpose or purposes, may be called by either
(i) the Chairman, if there be one, or (ii) the President, (iii) any Vice
President, if there be one, (iv) the Secretary or (v) any Assistant Secretary,
if there be one, and shall be called by any such officer at the request in
writing of (i) the Board of Directors, (ii) a committee of the Board of
Directors that has been duly designated by the Board of Directors and whose
powers and authority include the power to call such meetings or (iii)
stockholders owning a majority of the capital stock of the Corporation issued
and outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting. At a Special Meeting of Stockholders, only
such business shall be conducted as shall be specified in the notice of meeting
(or any supplement thereto).

                  Section 4.        Notice. Whenever stockholders are required
or permitted to take any action at a meeting, a written notice of the meeting
shall be given which shall state the place, date and hour of the meeting, and,
in the case of a

                                        2



Special Meeting, the purpose or purposes for which the meeting is called. Unless
otherwise required by law, written notice of any meeting shall be given not less
than ten (10) nor more than sixty (60) days before the date of the meeting to
each stock holder entitled to notice of and to vote at such meeting.

                  Section 5.        Adjournments. Any meeting of the
stockholders may be adjourned from time to time to reconvene at the same or some
other place, and notice need not be given of any such adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting, the Corporation may transact any business which
might have been trans acted at the original meeting. If the adjournment is for
more than thirty (30) days, or if after the adjournment a new record date is
fixed for the adjourned meeting, notice of the adjourned meeting in accordance
with the requirements of Section 4 hereof shall be given to each stockholder of
record entitled to notice of and to vote at the meeting.

                  Section 6.        Quorum. Unless otherwise required by
applicable law or the Certificate of Incorporation, the holders of a majority of
the Corporation's capital stock issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum at
all meetings of the stockholders for the transaction of business. A quorum, once
established, shall not be broken by the withdrawal of enough votes to leave less
than a quorum. If, however, such

                                        3



quorum shall not be present or represented at any meeting of the stockholders,
the stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, in the manner
provided in Section 5 hereof, until a quorum shall be present or represented.

                  Section 7.        Voting. Unless otherwise required by law,
the Certificate of Incorporation or these By-Laws, any question brought before
any meeting of the stockholders, other than the election of directors, shall be
decided by the vote of the holders of a majority of the total number of votes of
the Corporation's capital stock represented and entitled to vote thereat, voting
as a single class. Unless otherwise provided in the Certificate of
Incorporation, and subject to Section 11(a) of this Article II, each stockholder
represented at a meeting of the stockholders shall be entitled to cast one (1)
vote for each share of the capital stock entitled to vote thereat held by such
stockholder. Such votes may be cast in person or by proxy as provided in Section
8 of this Article II. The Board of Directors, in its discretion, or the officer
of the Corporation presiding at a meeting of the stockholders, in such officer's
discretion, may require that any votes cast at such meeting shall be cast by
written ballot.

                  Section 8.        Proxies. Each stockholder entitled to vote
at a meeting of the stockholders or to express consent or dissent to corporate
action in writing without a meeting may authorize another person or persons to
act for such stock-

                                        4



holder as proxy, but no such proxy shall be voted upon after three years from
its date, unless such proxy provides for a longer period. Without limiting the
manner in which a stockholder may authorize another person or persons to act for
such stock holder as proxy, the following shall constitute a valid means by
which a stockholder may grant such authority:

                  (i)      A stockholder may execute a writing authorizing
         another person or persons to act for such stockholder as proxy.
         Execution may be accomplished by the stockholder or such stockholder's
         authorized officer, director, employee or agent signing such writing or
         causing such person's signature to be affixed to such writing by any
         reasonable means, including, but not limited to, by facsimile
         signature.

                  (ii)     A stockholder may authorize another person or persons
         to act for such stockholder as proxy by transmitting or authorizing the
         transmission of a telegram or cablegram to the person who will be the
         holder of the proxy or to a proxy solicitation firm, proxy support
         service organization or like agent duly authorized by the person who
         will be the holder of the proxy to receive such telegram or cablegram,
         provided that any such telegram or cablegram must either set forth or
         be submitted with information from which it can be determined that the
         telegram or cablegram was authorized by the stockholder. If it is
         determined that such telegrams or cablegrams are valid,

                                        5



         the inspectors or, if there are no inspectors, such other persons
         making that determination shall specify the information on which they
         relied.

Any copy, facsimile telecommunication or other reliable reproduction of the
writing, telegram or cablegram authorizing another person or persons to act as
proxy for a stockholder may be substituted or used in lieu of the original
writing, telegram or cablegram for any and all purposes for which the original
writing, telegram or cablegram could be used; provided, however, that such copy,
facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing, telegram or cablegram.

                  Section 9.        Consent of Stockholders in Lieu of Meeting.
Unless otherwise provided in the Certificate of Incorporation, any action
required or permitted to be taken at any Annual or Special Meeting of
Stockholders of the Corporation may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted and shall be delivered to the Corporation by delivery to
its registered office in the State of Delaware, its principal place of business,
or an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of the stockholders are recorded. Delivery

                                        6



made to the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. Every written consent shall bear the
date of signature of each stockholder who signs the consent and no written
consent shall be effective to take the corporate action referred to therein
unless, within sixty (60) days of the earliest dated consent delivered in the
manner required by this Section 9 to the Corporation, written consents signed by
a sufficient number of holders to take action are delivered to the Corporation
by delivery to its registered office in the State of Delaware, its principal
place of business, or an officer or agent of the Corporation having custody of
the book in which proceedings of meetings of the stockholders are recorded. Any
copy, facsimile or other reliable reproduction of a consent in writing may be
substituted or used in lieu of the original writing for any and all purposes for
which the original writing could be used, provided that such copy, facsimile or
other reproduction shall be a complete reproduction of the entire original
writing. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing and who, if the action had been taken at a
meeting, would have been entitled to notice of the meeting if the record date
for such meeting had been the date that written consents signed by a sufficient
number of holders to take the action were delivered to the Corporation as
provided above in this Section 9.

                                        7



                  Section 10.       List of Stockholders Entitled to Vote. The
officer of the Corporation who has charge of the stock ledger of the Corporation
shall prepare and make, at least ten (10) days before every meeting of the
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting (i) either at a place within the city where
the meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held
or (ii) during ordinary business hours, at the principal place of business of
the Corporation. The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

                  Section 11.       Record Date.

                  (a)      In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of the stockholders
or any adjournment thereof, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date shall
not be more than sixty (60) nor less

                                        8



than ten (10) days before the date of such meeting. If no record date is fixed
by the Board of Directors, the record date for determining stockholders entitled
to notice of or to vote at a meeting of the stockholders shall be at the close
of business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held. A determination of stockholders of record entitled to
notice of or to vote at a meeting of the stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

                  (b)      In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors, and which record date shall not be more than ten (10)
days after the date upon which the resolution fixing the record date is adopted
by the Board of Directors. If no record date has been fixed by the Board of
Directors, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is required by applicable law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation by delivery to its registered office in the State
of Delaware, its principal place of business, or an officer or agent

                                        9



of the Corporation having custody of the book in which proceedings of meetings
of the stockholders are recorded. Delivery made to the Corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested. If no record date has been fixed by the Board of Directors and prior
action by the Board of Directors is required by applicable law, the record date
for determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
Board of Directors adopts the resolution taking such prior action.

                  Section 12.       Stock Ledger. The stock ledger of the
Corporation shall be the only evidence as to who are the stockholders entitled
to examine the stock ledger, the list required by Section 10 of this Article II
or the books of the Corporation, or to vote in person or by proxy at any meeting
of the stockholders.

                  Section 13.       Conduct of Meetings. The Board of Directors
of the Corporation may adopt by resolution such rules and regulations for the
conduct of any meeting of the stockholders as it shall deem appropriate. Except
to the extent inconsistent with such rules and regulations as adopted by the
Board of Directors, the chairman of any meeting of the stockholders shall have
the right and authority to prescribe such rules, regulations and procedures and
to do all such acts as, in the judgment of such chairman, are appropriate for
the proper conduct of the meeting. Such rules, regulations or procedures,
whether adopted by the Board of Directors or

                                       10



prescribed by the chairman of the meeting, may include, without limitation, the
following: (i) the establishment of an agenda or order of business for the
meeting; (ii) the determination of when the polls shall open and close for any
given matter to be voted on at the meeting; (iii) rules and procedures for
maintaining order at the meeting and the safety of those present; (iv)
limitations on attendance at or participation in the meeting to stockholders of
record of the Corporation, their duly authorized and constituted proxies or such
other persons as the chairman of the meeting shall determine; (v) restrictions
on entry to the meeting after the time fixed for the commencement thereof; and
(vi) limitations on the time allotted to questions or comments by participants.

                                   ARTICLE III

                                    DIRECTORS

                  Section 1.        Number and Election of Directors. The Board
of Directors shall consist of not less than one nor more than fifteen members,
the exact number of which shall initially be fixed by the Incorporator and
thereafter from time to time by the Board of Directors. Except as provided in
Section 2 of this Article III, directors shall be elected by a plurality of the
votes cast at each Annual Meeting of Stockholders and each director so elected
shall hold office until the next Annual Meeting of Stockholders and until such
director's successor is duly elected and

                                       11



qualified, or until such director's earlier death, resignation or removal.
Directors need not be stockholders.

                  Section 2.        Vacancies. Unless otherwise required by law
or the Certificate of Incorporation, vacancies arising through death,
resignation, removal, an increase in the number of directors or otherwise may be
filled only by a majority of the directors then in office, though less than a
quorum, or by a sole remaining director, and the directors so chosen shall hold
office until the next annual election and until their successors are duly
elected and qualified, or until their earlier death, resignation or removal.

                  Section 3.        Duties and Powers. The business and affairs
of the Corporation shall be managed by or under the direction of the Board of
Directors which may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these By- Laws required to be exercised or done by the
stockholders.

                  Section 4.        Meetings. The Board of Directors may hold
meetings, both regular and special, either within or without the State of
Delaware. Regular meetings of the Board of Directors may be held without notice
at such time and at such place as may from time to time be determined by the
Board of Directors. Special meetings of the Board of Directors may be called by
the Chairman, if there be one, the President, or by any director. Notice thereof
stating the place, date and

                                       12



hour of the meeting shall be given to each director either by mail not less than
forty eight (48) hours before the date of the meeting, by telephone or telegram
on twenty four (24) hours' notice, or on such shorter notice as the person or
persons calling such meeting may deem necessary or appropriate in the
circumstances.

                  Section 5.        Organization. At each meeting of the Board
of Directors, the Chairman of the Board of Directors, or, in his or her absence,
a director chosen by a majority of the directors present, shall act as
chairman. The Secretary of the Corporation shall act as secretary at each
meeting of the Board of Directors. In case the Secretary shall be absent from
any meeting of the Board of Directors, an Assistant Secretary shall perform the
duties of secretary at such meeting; and in the absence from any such meeting of
the Secretary and all the Assistant Secretaries, the chairman of the meeting
may appoint any person to act as secretary of the meeting.

                  Section 6.        Resignations and Removals of Directors. Any
director of the Corporation may resign at any time, by giving notice in writing
to the Chair man of the Board of Directors, the President or the Secretary of
the Corporation. Such resignation shall take effect at the time therein
specified or, if no time is specified, immediately; and, unless otherwise
specified in such notice, the acceptance of such resignation shall not be
necessary to make it effective. Except as otherwise required by applicable law
and subject to the rights, if any, of the holders of shares of preferred stock
then outstanding, any director or the entire Board of Directors may be

                                       13



removed from office at any time by the affirmative vote of the holders of
at least a majority in voting power of the issued and outstanding capital stock
of the Corporation entitled to vote in the election of directors.

                  Section 7.        Quorum. Except as otherwise required by law
or the Certificate of Incorporation, at all meetings of the Board of Directors,
a majority of the entire Board of Directors shall constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting of the time and
place of the adjourned meeting, until a quorum shall be present.

                  Section 8.        Actions of the Board by Written Consent.
Unless otherwise provided in the Certificate of Incorporation or these By-Laws,
any action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting, if all the
members of the Board of Directors or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors or committee.

                                       14



                  Section 9.        Meetings by Means of Conference Telephone.
Unless otherwise provided in the Certificate of Incorporation or these By-Laws,
members of the Board of Directors of the Corporation, or any committee thereof,
may participate in a meeting of the Board of Directors or such committee by
means of a conference telephone or other communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this Section 9 shall constitute presence
in person at such meeting.

                  Section 10.       Committees. The Board of Directors may
designate one or more committees, each committee to consist of one or more of
the directors of the Corporation. The Board of Directors may designate one or
more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of any such committee. In the absence or
disqualification of a member of a committee, and in the absence of a designation
by the Board of Directors of an alternate member to replace the absent or
disqualified member, the member or members thereof present at any meeting and
not disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any absent or disqualified member. Any committee,
to the extent permitted by law and provided in the resolution establishing such
committee, shall have and may exercise all the powers and authority of the Board
of Directors in the management of

                                       15



the business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it. Each committee
shall keep regular minutes and report to the Board of Directors when required.

                  Section 11.       Compensation. The directors may be paid
their expenses, if any, of attendance at each meeting of the Board of Directors
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary for service as director, payable in cash or
securities. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for service
as committee members.

                  Section 12.       Interested Directors. No contract or
transaction between the Corporation and one or more of its directors or
officers, or between the Corporation and any other corporation, partnership,
association or other organization in which one or more of its directors or
officers are directors or officers or have a financial interest, shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board of Directors or committee
thereof which authorizes the contract or transaction, or solely because any such
director's or officer's vote is counted for such purpose if: (i) the material
facts as to the director's or officer's relationship or interest and as to the
contract or transaction are disclosed or are known to the Board of Directors or
the

                                       16



committee, and the Board of Directors or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or (ii) the material facts as to the director's or officer's
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders;
or (iii) the contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified by the Board of Directors, a commit
tee thereof or the stockholders. Common or interested directors may be counted
in determining the presence of a quorum at a meeting of the Board of Directors
or of a committee which authorizes the contract or transaction.

                                   ARTICLE IV

                                    OFFICERS

                  Section 1.        General. The officers of the Corporation
shall be chosen by the Board of Directors and shall be a President, a Secretary
and a Treasurer. The Board of Directors, in its discretion, also may choose a
Chairman of the Board of Directors (who must be a director) and one or more Vice
Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any
number of offices may be held by the same person, unless otherwise prohibited by
law, the Certificate

                                       17



of Incorporation or these By-Laws. The officers of the Corporation need not be
stockholders of the Corporation nor, except in the case of the Chairman of the
Board of Directors, need such officers be directors of the Corporation.

                  Section 2.        Election. The Board of Directors, at its
first meeting held after each Annual Meeting of Stockholders (or action by
written consent of stockholders in lieu of the Annual Meeting of Stockholders),
shall elect the officers of the Corporation who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors; and each officer of the
Corporation shall hold office until such officer's successor is elected and
qualified, or until such officer's earlier death, resignation or removal. Any
officer elected by the Board of Directors may be removed at any time by the
Board of Directors. Any vacancy occurring in any office of the Corporation shall
be filled by the Board of Directors. The salaries of all officers of the
Corporation shall be fixed by the Board of Directors.

                  Section 3.        Voting Securities Owned by the Corporation.
Powers of attorney, proxies, waivers of notice of meeting, consents and other
instruments relating to securities owned by the Corporation may be executed in
the name of and on behalf of the Corporation by the President or any Vice
President or any other officer authorized to do so by the Board of Directors and
any such officer may, in the name of and on behalf of the Corporation, take all
such action as any such officer

                                       18



may deem advisable to vote in person or by proxy at any meeting of security
holders of any corporation in which the Corporation may own securities and at
any such meeting shall possess and may exercise any and all rights and power
incident to the ownership of such securities and which, as the owner thereof,
the Corporation might have exercised and possessed if present. The Board of
Directors may, by resolution, from time to time confer like powers upon any
other person or persons.

                  Section 4.        Chairman of the Board of Directors. The
Chairman of the Board of Directors, if there be one, shall preside at all
meetings of the stockholders and of the Board of Directors. The Chairman of the
Board of Directors shall be the Chief Executive Officer of the Corporation,
unless the Board of Directors designates the President as the Chief Executive
Officer, and, except where by law the signature of the President is required,
the Chairman of the Board of Directors shall possess the same power as the
President to sign all contracts, certificates and other instruments of the
Corporation which may be authorized by the Board of Directors. During the
absence or disability of the President, the Chairman of the Board of Directors
shall exercise all the powers and discharge all the duties of the President. The
Chairman of the Board of Directors shall also perform such other duties and may
exercise such other powers as may from time to time be assigned by these By-Laws
or by the Board of Directors.

                                       19



                  Section 5.        President. The President shall, subject to
the control of the Board of Directors and, if there be one, the Chairman of the
Board of Directors, have general supervision of the business of the Corporation
and shall see that all orders and resolutions of the Board of Directors are
carried into effect. The President shall execute all bonds, mortgages, contracts
and other instruments of the Corporation requiring a seal, under the seal of
the Corporation, except where required or permitted by law to be otherwise
signed and executed and except that the other officers of the Corporation may
sign and execute documents when so authorized by these By-Laws, the Board of
Directors or the President. In the absence or disability of the Chairman of the
Board of Directors, or if there be none, the President shall preside at all
meetings of the stockholders and, provided the President is also a director, the
Board of Directors. If there be no Chairman of the Board of Directors, or if the
Board of Directors shall otherwise designate, the President shall be the Chief
Executive Officer of the Corporation. The President shall also perform such
other duties and may exercise such other powers as may from time to time be
assigned to such officer by these By-Laws or by the Board of Directors.

                  Section 6.        Vice Presidents. At the request of the
President or in the President's absence or in the event of the President's
inability or refusal to act (and if there be no Chairman of the Board of
Directors), the Vice President, or the Vice Presidents if there are more than
one (in the order designated by the Board of

                                       20



Directors), shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. Each Vice President shall perform such other duties and have such
other powers as the Board of Directors from time to time may prescribe. If there
be no Chairman of the Board of Directors and no Vice President, the Board of
Directors shall designate the officer of the Corporation who, in the absence of
the President or in the event of the inability or refusal of the President to
act, shall perform the duties of the President, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the President.

                  Section 7.        Secretary. The Secretary shall attend all
meetings of the Board of Directors and all meetings of the stockholders and
record all the proceedings thereat in a book or books to be kept for that
purpose; the Secretary shall also perform like duties for committees of the
Board of Directors when required. The Secretary shall give, or cause to be
given, notice of all meetings of the stock holders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors, the Chairman of the Board of Directors or the President,
under whose supervision the Secretary shall be. If the Secretary shall be unable
or shall refuse to cause to be given notice of all meetings of the stockholders
and special meetings of the Board of Directors, and if there be no Assistant
Secretary, then either the Board of Directors or the President may choose

                                       21



another officer to cause such notice to be given. The Secretary shall have
custody of the seal of the Corporation and the Secretary or any Assistant
Secretary, if there be one, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by the signature
of the Secretary or by the signature of any such Assistant Secretary. The Board
of Directors may give general authority to any other officer to affix the seal
of the Corporation and to attest to the affixing by such officer's signature.
The Secretary shall see that all books, reports, statements, certificates and
other documents and records required by law to be kept or filed are properly
kept or filed, as the case may be.

                  Section 8.        Treasurer. The Treasurer shall have the
custody of the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Corporation and
shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the Board
of Directors. The Treasurer shall disburse the funds of the Corporation as may
be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all transactions as Treasurer and of the financial condition of the Corporation.
If required by the Board of Directors, the Treasurer shall give the Corporation
a bond in such sum and with such surety or sureties as

                                       22



shall be satisfactory to the Board of Directors for the faithful performance of
the duties of the office of the Treasurer and for the restoration to the
Corporation, in case of the Treasurer's death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in the Treasurer's possession or under the Treasurer's control
belonging to the Corporation.

                  Section 9.        Other Officers. Such other officers as the
Board of Directors may choose shall perform such duties and have such powers as
from time to time may be assigned to them by the Board of Directors. The Board
of Directors may delegate to any other officer of the Corporation the power to
choose such other officers and to prescribe their respective duties and powers.

                                    ARTICLE V

                                      STOCK

                  Section 1.        Form of Certificates. Every holder of stock
in the Corporation shall be entitled to have a certificate signed by, or in the
name of the Corporation (i) by the Chairman of the Board of Directors, or the
President or a Vice President and (ii) by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary of the Corporation,
certifying the number of shares owned by such stockholder in the Corporation.

                                       23



                  Section 2.        Signatures. Any or all of the signatures on
a certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if such person were such officer, transfer agent or registrar at
the date of issue.

                  Section 3.        Lost Certificates. The Board of Directors
may direct a new certificate to be issued in place of any certificate
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate, the Board of Directors may, in its discretion and as
a condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate, or such owner's legal representative, to
advertise the same in such manner as the Board of Directors shall require and/or
to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation on account of the
alleged loss, theft or destruction of such certificate or the issuance of such
new certificate.

                  Section 4.        Transfers. Stock of the Corporation shall be
transfer able in the manner prescribed by applicable law and in these By-Laws.
Transfers of

                                       24



stock shall be made on the books of the Corporation only by the person named in
the certificate or by such person's attorney lawfully constituted in writing and
upon the surrender of the certificate therefor, properly endorsed for transfer
and payment of all necessary transfer taxes; provided, however, that such
surrender and endorsement or payment of taxes shall not be required in any case
in which the officers of the Corporation shall determine to waive such
requirement. Every certificate exchanged, returned or surrendered to the
Corporation shall be marked "Cancelled," with the date of cancellation, by the
Secretary or Assistant Secretary of the Corporation or the transfer agent
thereof. No transfer of stock shall be valid as against the Corporation for any
purpose until it shall have been entered in the stock records of the Corporation
by an entry showing from and to whom transferred.

                  Section 5.        Dividend Record Date. In order that the
Corporation may determine the stockholders entitled to receive payment of any
dividend or other distribution or allotment of any rights or the stockholders
entitled to exercise any rights in respect of any change, conversion or exchange
of stock, or for the purpose of any other lawful action, the Board of Directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted, and which record date shall be
not more than sixty (60) days prior to such action. If no record date is fixed,
the record date for determining stockholders for

                                       25



any such purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.

                  Section 6.        Record Owners. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise required
by law.

                  Section 7.        Transfer and Registry Agents. The
Corporation may from time to time maintain one or more transfer offices or
agencies and registry offices or agencies at such place or places as may be
determined from time to time by the Board of Directors.

                                   ARTICLE VI

                                     NOTICES

                  Section 1.        Notices. Whenever written notice is required
by law, the Certificate of Incorporation or these By-Laws, to be given to any
director, member of a committee or stockholder, such notice may be given by
mail, addressed to such director, member of a committee or stockholder, at such
person's address as it

                                       26



appears on the records of the Corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Written notice may also be given personally
or by telegram, telex or cable.

                  Section 2.        Waivers of Notice. Whenever any notice is
required by applicable law, the Certificate of Incorporation or these By-Laws,
to be given to any director, member of a committee or stockholder, a waiver
thereof in writing, signed by the person or persons entitled to notice, whether
before or after the time stated therein, shall be deemed equivalent thereto.
Attendance of a person at a meeting, present in person or represented by proxy,
shall constitute a waiver of notice of such meeting, except where the person
attends the meeting for the express purpose of objecting at the beginning of the
meeting to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any Annual or Special Meeting of Stockholders or any regular or special
meeting of the directors or members of a committee of directors need be
specified in any written waiver of notice unless so required by law, the
Certificate of Incorporation or these By-Laws.

                                       27



                                   ARTICLE VII

                               GENERAL PROVISIONS

                  Section 1.        Dividends. Dividends upon the capital stock
of the Corporation, subject to the requirements of the General Corporation Law
of the State of Delaware (the "DGCL") and the provisions of the Certificate of
Incorporation, if any, may be declared by the Board of Directors at any regular
or special meeting of the Board of Directors (or any action by written consent
in lieu thereof in accordance with Section 8 of Article III hereof), and may be
paid in cash, in property, or in shares of the Corporation's capital stock.
Before payment of any dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Board of Directors
from time to time, in its absolute discretion, deems proper as a reserve or
reserves to meet contingencies, or for purchasing any of the shares of capital
stock, warrants, rights, options, bonds, debentures, notes, scrip or other
securities or evidences of indebtedness of the Corporation, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for any proper purpose, and the Board of Directors may modify or abolish any
such reserve.

                  Section 2.        Disbursements. All checks or demands for
money and notes of the Corporation shall be signed by such officer or officers
or such other person or persons as the Board of Directors may from time to time
designate.

                                       28



                  Section 3.        Fiscal Year. The fiscal year of the
Corporation shall be fixed by resolution of the Board of Directors.

                  Section 4.        Corporate Seal. The corporate seal shall
have in scribed thereon the name of the Corporation, the year of its
organization and the words "Corporate Seal, Delaware". The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.

                                  ARTICLE VIII

                                 INDEMNIFICATION

                  Section 1.        Power to Indemnify in Actions, Suits or
Proceedings other than Those by or in the Right of the Corporation. Subject to
Section 3 of this Article VIII, the Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Corporation),
by reason of the fact that such person is or was a director or officer of the
Corporation, or is or was a director or officer of the Corporation serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such

                                       29



action, suit or proceeding if such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had no
reason able cause to believe such person's conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which such
person reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that such person's conduct was unlawful.

                  Section 2.        Power to Indemnify in Actions, Suits or
Proceedings by or in the Right of the Corporation. Subject to Section 3 of this
Article VIII, the Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment in
its favor by reason of the fact that such person is or was a director or officer
of the Corporation, or is or was a director or officer of the Corporation
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with the defense or settlement of such
action

                                       30



or suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Corporation; except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery of the State of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

                  Section 3.        Authorization of Indemnification. Any
indemnification under this Article VIII (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the present or former director or officer
is proper in the circumstances because such person has met the applicable
standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as
the case may be. Such determination shall be made, with respect to a person who
is a director or officer at the time of such determination, (i) by a majority
vote of the directors who are not parties to such action, suit or proceeding,
even though less than a quorum, or (ii) by a committee of such directors
designated by a majority vote of such directors, even though less than a quorum,
or (iii) if there are no such directors, or if such directors so direct, by
independent legal

                                       31



counsel in a written opinion or (iv) by the stockholders. Such determination
shall be made, with respect to former directors and officers, by any person or
persons having the authority to act on the matter on behalf of the Corporation.
To the extent, however, that a present or former director or officer of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding described above, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith, without the necessity of authorization in the specific case.

                  Section 4.        Good Faith Defined. For purposes of any
determination under Section 3 of this Article VIII, a person shall be deemed to
have acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the Corporation, or, with respect to
any criminal action or proceeding, to have had no reasonable cause to believe
such person's conduct was unlawful, if such person's action is based on the
records or books of account of the Corporation or another enterprise, or on
information supplied to such person by the officers of the Corporation or
another enterprise in the course of their duties, or on the advice of legal
counsel for the Corporation or another enterprise or on information or records
given or reports made to the Corporation or another enterprise by an independent
certified public accountant or by an appraiser or other expert selected

                                       32



with reasonable care by the Corporation or another enterprise. The provisions of
this Section 4 shall not be deemed to be exclusive or to limit in any way the
circumstances in which a person may be deemed to have met the applicable
standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as
the case may be.

                  Section 5.        Indemnification by a Court. Notwithstanding
any contrary determination in the specific case under Section 3 of this Article
VIII, and notwithstanding the absence of any determination thereunder, any
director or officer may apply to the Court of Chancery of the State of Delaware
or any other court of competent jurisdiction in the State of Delaware for
indemnification to the extent otherwise permissible under Section 1 or Section 2
of this Article VIII. The basis of such indemnification by a court shall be a
determination by such court that indemnification of the director or officer is
proper in the circumstances because such person has met the applicable standard
of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case
may be. Neither a contrary determination in the specific case under Section 3 of
this Article VIII nor the absence of any determination thereunder shall be a
defense to such application or create a presumption that the director or officer
seeking indemnification has not met any applicable standard of conduct. Notice
of any application for indemnification pursuant to this Section 5 shall be given
to the Corporation promptly upon the filing of such application. If successful,

                                       33



in whole or in part, the director or officer seeking indemnification shall also
be entitled to be paid the expense of prosecuting such application.

                  Section 6.        Expenses Payable in Advance. Expenses
(including attorneys' fees) incurred by a director or officer in defending any
civil, criminal, administrative or investigative action, suit or proceeding
shall be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified by the Corporation
as authorized in this Article VIII. Such expenses (including attorneys' fees)
incurred by former directors and officers or other employees and agents may be
so paid upon such terms and conditions, if any, as the Corporation deems
appropriate.

                  Section 7.        Nonexclusivity of Indemnification and
Advancement of Expenses. The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article VIII shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under the Certificate of Incorporation,
these By-Laws, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as to action
in another capacity while holding such office, it being the policy of the
Corporation that indemnification of the persons specified in

                                       34



Section 1 and Section 2 of this Article VIII shall be made to the fullest extent
permitted by law. The provisions of this Article VIII shall not be deemed to
preclude the indemnification of any person who is not specified in Section 1 or
Section 2 of this Article VIII but whom the Corporation has the power or
obligation to indemnify under the provisions of the DGCL, or otherwise.

                  Section 8.        Insurance. The Corporation may purchase and
maintain insurance on behalf of any person who is or was a director or officer
of the Corporation, or is or was a director or officer of the Corporation
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and incurred by
such person in any such capacity, or arising out of such person's status as
such, whether or not the Corporation would have the power or the obligation to
indemnify such person against such liability under the provisions of this
Article VIII.

                  Section 9.        Certain Definitions. For purposes of this
Article VIII, references to "the Corporation" shall include, in addition to the
resulting corporation, any constituent corporation (including any constituent of
a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors or officers, so that any person who is or was a director or officer of
such constituent corporation, or is or was a director

                                       35



or officer of such constituent corporation serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partner ship, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Article VIII with respect to
the resulting or surviving corporation as such person would have with respect to
such constituent corporation if its separate existence had continued. The term
"another enterprise" as used in this Article VIII shall mean any other
corporation or any partnership, joint venture, trust, employee benefit plan or
other enterprise of which such person is or was serving at the request of the
Corporation as a director, officer, employee or agent. For purposes of this
Article VIII, references to "fines" shall include any excise taxes assessed on a
person with respect to an employee benefit plan; and references to "serving at
the request of the Corporation" shall include any service as a director,
officer, employee or agent of the Corporation which imposes duties on, or
involves services by, such director or officer with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner such person reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the Corporation"
as referred to in this Article VIII.

                  Section 10.       Survival of Indemnification and Advancement
of Expenses. The indemnification and advancement of expenses provided by, or

                                       36



granted pursuant to, this Article VIII shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director
or officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.

                  Section 11.       Limitation on Indemnification.
Notwithstanding anything contained in this Article VIII to the contrary, except
for proceedings to enforce rights to indemnification (which shall be governed by
Section 5 of this Article VIII), the Corporation shall not be obligated to
indemnify any director or officer (or his or her heirs, executors or personal or
legal representatives) or advance expenses in connection with a proceeding (or
part thereof) initiated by such person unless such proceeding (or part thereof)
was authorized or consented to by the Board of Directors of the Corporation.

                  Section 12.       Indemnification of Employees and Agents. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, provide rights to indemnification and to the advancement of expenses
to employees and agents of the Corporation similar to those conferred in this
Article VIII to directors and officers of the Corporation.

                                       37



                                   ARTICLE IX

                                   AMENDMENTS

                  Section 1.        Amendments. These By-Laws may be altered,
amended or repealed, in whole or in part, or new By-Laws may be adopted by the
stockholders or by the Board of Directors; provided, however, that notice of
such alteration, amendment, repeal or adoption of new By-Laws be contained in
the notice of such meeting of the stockholders or Board of Directors, as the
case may be. All such amendments must be approved by either the holders of a
majority of the outstanding capital stock entitled to vote thereon or by a
majority of the entire Board of Directors then in office.

                  Section 2.        Entire Board of Directors. As used in this
Article IX and in these By-Laws generally, the term "entire Board of Directors"
means the total number of directors which the Corporation would have if there
were no vacancies.

                                      * * *

Adopted as of: March 26, 2003

EX-3.5

                                                                     EXHIBIT 3.5

                          CERTIFICATE OF INCORPORATION

                                       OF

                            HLI PARENT COMPANY, INC.

                  FIRST: The name of the Corporation is HLI Parent Company, Inc.
(hereinafter the "Corporation").

                  SECOND: The address of the registered office of the
Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, in the
City of Wilmington, County of New Castle. The name of its registered agent at
that address is Corporation Service Company.

                  THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which a corporation may be organized under the
General Corporation Law of the State of Delaware as set forth in Title 8 of the
Delaware Code (the "GCL").

                  FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is 1,000 shares of Common Stock, each
having a par value of $.01.

                  FIFTH: The name and mailing address of the Sole Incorporator
is as follows:



      Name                                                Address
                                                  
Deborah M. Reusch                                    P.O. Box 636
                                                     Wilmington, DE 19899


                  SIXTH: The following provisions are inserted for the
management of the business and the conduct of the affairs of the Corporation,
and for further definition, limitation and regulation of the powers of the
Corporation and of its directors and stockholders:

         (1) The business and affairs of the Corporation shall be managed by or
         under the direction of the Board of Directors.

         (2) The directors shall have concurrent power with the stockholders to
         make, alter, amend, change, add to or repeal the By-Laws of the
         Corporation.



         (3) The number of directors of the Corporation shall be as from time to
         time fixed by, or in the manner provided in, the By-Laws of the
         Corporation. Election of directors need not be by written ballot unless
         the By-Laws so provide.

         (4) No director shall be personally liable to the Corporation or any of
         its stockholders for monetary damages for breach of fiduciary duty as a
         director, except for liability (i) for any breach of the director's
         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) pursuant to Section 174 of the
         Delaware General Corporation Law or (iv) for any transaction from which
         the director derived an improper personal benefit. Any repeal or
         modification of this Article SIXTH by the stockholders of the
         Corporation shall not adversely affect any right or protection of a
         director of the Corporation existing at the time of such repeal or
         modification with respect to acts or omissions occurring prior to such
         repeal or modification.

         (5) In addition to the powers and authority hereinbefore or by statute
         expressly conferred upon them, the directors are hereby empowered to
         exercise all such powers and do all such acts and things as may be
         exercised or done by the Corporation, subject, nevertheless, to the
         provisions of the GCL, this Certificate of Incorporation, and any
         By-Laws adopted by the stockholders; provided, however, that no By-Laws
         hereafter adopted by the stockholders shall invalidate any prior act of
         the directors which would have been valid if such By-Laws had not been
         adopted.

                  SEVENTH: The Corporation shall indemnify its directors and
officers to the fullest extent authorized or permitted by law, as now or
hereafter in effect, and such right to indemnification shall continue as to a
person who has ceased to be a director or officer of the Corporation and shall
inure to the benefit of his or her heirs, executors and personal and legal
representatives; provided, however, that, except for proceedings to enforce
rights to indemnification, the Corporation shall not be obligated to indemnify
any director or officer (or his or her heirs, executors or personal or legal
representatives) in connection with a proceeding (or part thereof) initiated by
such person unless such proceeding (or part thereof) was authorized or consented
to by the Board of Directors. The right to indemnification conferred by this
Article SEVENTH shall include the right to be paid by the Corporation the
expenses incurred in defending or otherwise participating in any proceeding in
advance of its final disposition.

                  The Corporation may, to the extent authorized from time to
time by the Board of Directors, provide rights to indemnification and to the
advancement of expenses to employees and agents of the Corporation similar to
those conferred in this Article SEVENTH to directors and officers of the
Corporation.



                  The rights to indemnification and to the advance of expenses
conferred in this Article SEVENTH shall not be exclusive of any other right
which any person may have or hereafter acquire under this Certificate of
Incorporation, the By-Laws of the Corporation, any statute, agreement, vote of
stockholders or disinterested directors or otherwise.

                  Any repeal or modification of this Article SEVENTH by the
stockholders of the Corporation shall not adversely affect any rights to
indemnification and to the advancement of expenses of a director or officer of
the Corporation existing at the time of such repeal or modification with respect
to any acts or omissions occurring prior to such repeal or modification.

                  EIGHTH: Meetings of stockholders may be held within or without
the State of Delaware, as the By-Laws may provide. The books of the Corporation
may be kept (subject to any provision contained in the GCL) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the Corporation.

                  NINTH: 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.

                            [SIGNATURE PAGE FOLLOWS]



                  I, THE UNDERSIGNED, being the Sole Incorporator hereinbefore
named, for the purpose of forming a corporation pursuant to the GCL, do make
this Certificate, hereby declaring and certifying that this is my act and deed
and the facts herein stated are true, and accordingly have hereunto set my hand
this 17th day of April, 2003.

                                          --------------------------------
                                          Deborah M. Reusch
                                          Sole Incorporator



                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                            HLI PARENT COMPANY, INC.

                     Pursuant to Section 242 of the General
                    Corporation Law of the State of Delaware

                  HLI Parent Company, Inc., a Delaware corporation (hereinafter
called the "Corporation"), does hereby certify as follows:

                  FIRST: Article TENTH of the Corporation's Certificate of
Incorporation is hereby added to read in its entirety as set forth below:

                           TENTH: The Corporation shall not issue any nonvoting
                  equity securities to the extent prohibited by Section 1123 of
                  Title 11 of the United States Code (the "Bankruptcy Code") as
                  in effect on the effective date of the Modified First Amended
                  Plan of Reorganization of Hayes Lemmerz International, Inc.
                  and its Affiliated Debtors and Debtors in Possession (the
                  "Reorganization Plan"); provided, however, that this Article
                  TENTH (a) will have no further force and effect beyond that
                  required under Section 1132 of the Bankruptcy Code, (b) will
                  have such force and effect, if any, only for so long as such
                  section of the Bankruptcy Code is in effect and applicable to
                  the Corporation, and (c) in all events may be amended or
                  eliminated in accordance with such applicable law as from time
                  to time may be in effect.

                  SECOND: The foregoing amendment was duly adopted in accordance
with Sections 228 and 242 of the General Corporation Law of the State of
Delaware.



                  IN WITNESS WHEREOF, HLI Parent Company, Inc. has caused this
Certificate to be duly executed in its corporate name this 30th day of May,
2003.

                                    HLI Parent Company, Inc.

                                    By: /s/ Patrick C. Cauley
                                        -----------------------------
                                    Name:  Patrick C. Cauley
                                    Title: Secretary

                                        2

EX-3.6

                                                                     EXHIBIT 3.6

                                     BY-LAWS

                                       OF

                            HLI PARENT COMPANY, INC.

                             A Delaware Corporation

                            Effective April 17, 2003



                                TABLE OF CONTENTS



                                                                                        PAGE
                                                                                        ----
                                                                                     
                                              ARTICLE I
                                               OFFICES

Section 1.        Registered Office..................................................     1
Section 2.        Other Offices......................................................     1

                                             ARTICLE II
                                      MEETINGS OF STOCKHOLDERS

Section 1.        Place of Meetings..................................................     2
Section 2.        Annual Meetings....................................................     2
Section 3.        Special Meetings...................................................     2
Section 4.        Notice.............................................................     3
Section 5.        Adjournments.......................................................     3
Section 6.        Quorum.............................................................     4
Section 7.        Voting.............................................................     5
Section 8.        Proxies............................................................     6
Section 9.        Consent of Stockholders in Lieu of Meeting.........................     8
Section 10.       List of Stockholders Entitled to Vote..............................     9
Section 11.       Record Date........................................................    10
Section 12.       Stock Ledger.......................................................    12
Section 13.       Conduct of Meetings................................................    12
Section 14.       Inspectors of Election.............................................    13

                                             ARTICLE III
                                              DIRECTORS

Section 1.        Number and Election of Directors...................................    14
Section 2.        Vacancies..........................................................    15
Section 3.        Duties and Powers..................................................    15
Section 4.        Meetings...........................................................    15
Section 5.        Organization.......................................................    16
Section 6.        Resignations and Removals of Directors.............................    16
Section 7.        Quorum.............................................................    17


                                        i



                                                                                      
Section 8.        Actions of the Board by Written Consent............................    18
Section 9.        Meetings by Means of Conference Telephone..........................    18
Section 10.       Committees.........................................................    19
Section 11.       Compensation.......................................................    20
Section 12.       Interested Directors...............................................    20

                                             ARTICLE IV
                                              OFFICERS

Section 1.        General............................................................    21
Section 2.        Election...........................................................    22
Section 3.        Voting Securities Owned by the Corporation.........................    22
Section 4.        Chairman of the Board of Directors.................................    23
Section 5.        President..........................................................    24
Section 6.        Vice Presidents....................................................    24
Section 7.        Secretary..........................................................    25
Section 8.        Treasurer..........................................................    26
Section 9.        Assistant Secretaries..............................................    27
Section 10.       Assistant Treasurers...............................................    27
Section 11.       Other Officers.....................................................    28

                                              ARTICLE V
                                                STOCK

Section 1.        Form of Certificates...............................................    28
Section 2.        Signatures.........................................................    29
Section 3.        Lost Certificates..................................................    29
Section 4.        Transfers..........................................................    29
Section 5.        Dividend Record Date...............................................    30
Section 6.        Record Owners......................................................    31
Section 7.        Transfer and Registry Agents.......................................    31

                                             ARTICLE VI
                                               NOTICES

Section 1.        Notices............................................................    31
Section 2.        Waivers of Notice..................................................    32



                                       ii



                                                                                      
                                             ARTICLE VII
                                         GENERAL PROVISIONS

Section 1.        Dividends..........................................................    33
Section 2.        Disbursements......................................................    33
Section 3.        Fiscal Year........................................................    34
Section 4.        Corporate Seal.....................................................    34

                                            ARTICLE VIII
                                           INDEMNIFICATION

Section 1.        Power to Indemnify in Actions, Suits or Proceedings
                  other than Those by or in the Right of the Corporation.............    34
Section 2.        Power to Indemnify in Actions, Suits or Proceedings
                  by or in the Right of the Corporation..............................    35
Section 3.        Authorization of Indemnification...................................    36
Section 4.        Good Faith Defined.................................................    37
Section 5.        Indemnification by a Court.........................................    38
Section 6.        Expenses Payable in Advance........................................    39
Section 7.        Nonexclusivity of Indemnification and Advancement of Expenses......    39
Section 8.        Insurance..........................................................    40
Section 9.        Certain Definitions................................................    40
Section 10.       Survival of Indemnification and Advancement of Expenses............    42
Section 11.       Limitation on Indemnification......................................    42
Section 12.       Indemnification of Employees and Agents............................    42

                                             ARTICLE IX
                                             AMENDMENTS

Section 1.        Amendments.........................................................    43
Section 2.        Entire Board of Directors..........................................    43



                                       iii



                                     BY-LAWS

                                       OF

                            HLI PARENT COMPANY, INC.

                     (hereinafter called the "Corporation")

                                    ARTICLE I

                                     OFFICES

                  Section 1.        Registered Office. The registered office of
the Corporation shall be in the City of Wilmington, County of New Castle, State
of Delaware.

                  Section 2.        Other Offices. The Corporation may also have
offices at such other places, both within and without the State of Delaware, as
the Board of Directors may from time to time determine.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

                  Section 1.        Place of Meetings. Meetings of the
stockholders for the election of directors or for any other purpose shall be
held at such time and place, either within or without the State of Delaware, as
shall be designated from time to time by the Board of Directors.



                  Section 2.        Annual Meetings. The Annual Meeting of
Stockholders for the election of directors shall be held on such date and at
such time as shall be designated from time to time by the Board of Directors.
Any other proper business may be transacted at the Annual Meeting of
Stockholders.

                  Section 3.        Special Meetings. Unless otherwise required
by law or by the certificate of incorporation of the Corporation, as amended and
restated from time to time (the "Certificate of Incorporation"), Special
Meetings of Stockholders, for any purpose or purposes, may be called by either
(i) the Chairman, if there be one, or (ii) the President, (iii) any Vice
President, if there be one, (iv) the Secretary or (v) any Assistant Secretary,
if there be one, and shall be called by any such officer at the request in
writing of (i) the Board of Directors, (ii) a committee of the Board of
Directors that has been duly designated by the Board of Directors and whose
powers and authority include the power to call such meetings or (iii)
stockholders owning a majority of the capital stock of the Corporation issued
and outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting. At a Special Meeting of Stockholders, only
such business shall be conducted as shall be specified in the notice of meeting
(or any supplement thereto).

                  Section 4.        Notice. Whenever stockholders are required
or permitted to take any action at a meeting, a written notice of the meeting
shall be given which shall state the place, date and hour of the meeting, and,
in the case of a

                                        2



Special Meeting, the purpose or purposes for which the meeting is called. Unless
otherwise required by law, written notice of any meeting shall be given not less
than ten (10) nor more than sixty (60) days before the date of the meeting to
each stock holder entitled to notice of and to vote at such meeting.

                  Section 5.        Adjournments. Any meeting of the
stockholders may be adjourned from time to time to reconvene at the same or some
other place, and notice need not be given of any such adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting, the Corporation may transact any business which
might have been trans acted at the original meeting. If the adjournment is for
more than thirty (30) days, or if after the adjournment a new record date is
fixed for the adjourned meeting, notice of the adjourned meeting in accordance
with the requirements of Section 4 hereof shall be given to each stockholder of
record entitled to notice of and to vote at the meeting.

                  Section 6.        Quorum. Unless otherwise required by
applicable law or the Certificate of Incorporation, the holders of a majority of
the Corporation's capital stock issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum at
all meetings of the stockholders for the transaction of business. A quorum, once
established, shall not be broken by the withdrawal of enough votes to leave less
than a quorum. If, however, such

                                        3



quorum shall not be present or represented at any meeting of the stockholders,
the stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, in the manner
provided in Section 5 hereof, until a quorum shall be present or represented.

                  Section 7.        Voting. Unless otherwise required by law,
the Certificate of Incorporation or these By-Laws, any question brought before
any meeting of the stockholders, other than the election of directors, shall be
decided by the vote of the holders of a majority of the total number of votes of
the Corporation's capital stock represented and entitled to vote thereat, voting
as a single class. Unless otherwise provided in the Certificate of
Incorporation, and subject to Section 11(a) of this Article II, each stockholder
represented at a meeting of the stockholders shall be entitled to cast one (1)
vote for each share of the capital stock entitled to vote thereat held by such
stockholder. Such votes may be cast in person or by proxy as provided in Section
8 of this Article II. The Board of Directors, in its discretion, or the officer
of the Corporation presiding at a meeting of the stockholders, in such officer's
discretion, may require that any votes cast at such meeting shall be cast by
written ballot.

                  Section 8.        Proxies. Each stockholder entitled to vote
at a meeting of the stockholders or to express consent or dissent to corporate
action in writing without a meeting may authorize another person or persons to
act for such stock-

                                        4



holder as proxy, but no such proxy shall be voted upon after three years from
its date, unless such proxy provides for a longer period. Without limiting the
manner in which a stockholder may authorize another person or persons to act for
such stock holder as proxy, the following shall constitute a valid means by
which a stockholder may grant such authority:

                  (i)      A stockholder may execute a writing authorizing
         another person or persons to act for such stockholder as proxy.
         Execution may be accomplished by the stockholder or such stockholder's
         authorized officer, director, employee or agent signing such writing or
         causing such person's signature to be affixed to such writing by any
         reasonable means, including, but not limited to, by facsimile
         signature.

                  (ii)     A stockholder may authorize another person or persons
         to act for such stockholder as proxy by transmitting or authorizing the
         transmission of a telegram or cablegram to the person who will be the
         holder of the proxy or to a proxy solicitation firm, proxy support
         service organization or like agent duly authorized by the person who
         will be the holder of the proxy to receive such telegram or cablegram,
         provided that any such telegram or cablegram must either set forth or
         be submitted with information from which it can be determined that the
         telegram or cablegram was authorized by the stockholder. If it is
         determined that such telegrams or cablegrams are valid,

                                        5



         the inspectors or, if there are no inspectors, such other persons
         making that determination shall specify the information on which they
         relied.

Any copy, facsimile telecommunication or other reliable reproduction of the
writing, telegram or cablegram authorizing another person or persons to act as
proxy for a stockholder may be substituted or used in lieu of the original
writing, telegram or cablegram for any and all purposes for which the original
writing, telegram or cablegram could be used; provided, however, that such copy,
facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing, telegram or cablegram.

                  Section 9.        Consent of Stockholders in Lieu of Meeting.
Unless otherwise provided in the Certificate of Incorporation, any action
required or permitted to be taken at any Annual or Special Meeting of
Stockholders of the Corporation may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted and shall be delivered to the Corporation by delivery to
its registered office in the State of Delaware, its principal place of business,
or an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of the stockholders are recorded. Delivery

                                        6



made to the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. Every written consent shall bear the
date of signature of each stockholder who signs the consent and no written
consent shall be effective to take the corporate action referred to therein
unless, within sixty (60) days of the earliest dated consent delivered in the
manner required by this Section 9 to the Corporation, written consents signed by
a sufficient number of holders to take action are delivered to the Corporation
by delivery to its registered office in the State of Delaware, its principal
place of business, or an officer or agent of the Corporation having custody of
the book in which proceedings of meetings of the stockholders are recorded. Any
copy, facsimile or other reliable reproduction of a consent in writing may be
substituted or used in lieu of the original writing for any and all purposes for
which the original writing could be used, provided that such copy, facsimile or
other reproduction shall be a complete reproduction of the entire original
writing. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing and who, if the action had been taken at a
meeting, would have been entitled to notice of the meeting if the record date
for such meeting had been the date that written consents signed by a sufficient
number of holders to take the action were delivered to the Corporation as
provided above in this Section 9.

                                        7



                  Section 10.       List of Stockholders Entitled to Vote. The
officer of the Corporation who has charge of the stock ledger of the Corporation
shall prepare and make, at least ten (10) days before every meeting of the
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting (i) either at a place within the city where
the meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held
or (ii) during ordinary business hours, at the principal place of business of
the Corporation. The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

                  Section 11.       Record Date.

                  (a)      In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of the stockholders
or any adjournment thereof, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date shall
not be more than sixty (60) nor less

                                        8



than ten (10) days before the date of such meeting. If no record date is fixed
by the Board of Directors, the record date for determining stockholders entitled
to notice of or to vote at a meeting of the stockholders shall be at the close
of business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held. A determination of stockholders of record entitled to
notice of or to vote at a meeting of the stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

                  (b)      In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors, and which record date shall not be more than ten (10)
days after the date upon which the resolution fixing the record date is adopted
by the Board of Directors. If no record date has been fixed by the Board of
Directors, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is required by applicable law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation by delivery to its registered office in the State
of Delaware, its principal place of business, or an officer or agent

                                        9



of the Corporation having custody of the book in which proceedings of meetings
of the stockholders are recorded. Delivery made to the Corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested. If no record date has been fixed by the Board of Directors and prior
action by the Board of Directors is required by applicable law, the record date
for determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
Board of Directors adopts the resolution taking such prior action.

                  Section 12.       Stock Ledger. The stock ledger of the
Corporation shall be the only evidence as to who are the stockholders entitled
to examine the stock ledger, the list required by Section 10 of this Article II
or the books of the Corporation, or to vote in person or by proxy at any meeting
of the stockholders.

                  Section 13.       Conduct of Meetings. The Board of Directors
of the Corporation may adopt by resolution such rules and regulations for the
conduct of any meeting of the stockholders as it shall deem appropriate. Except
to the extent inconsistent with such rules and regulations as adopted by the
Board of Directors, the chairman of any meeting of the stockholders shall have
the right and authority to prescribe such rules, regulations and procedures and
to do all such acts as, in the judgment of such chairman, are appropriate for
the proper conduct of the meeting. Such rules, regulations or procedures,
whether adopted by the Board of Directors or

                                       10



prescribed by the chairman of the meeting, may include, without limitation, the
following: (i) the establishment of an agenda or order of business for the
meeting; (ii) the determination of when the polls shall open and close for any
given matter to be voted on at the meeting; (iii) rules and procedures for
maintaining order at the meeting and the safety of those present; (iv)
limitations on attendance at or participation in the meeting to stockholders of
record of the Corporation, their duly authorized and constituted proxies or such
other persons as the chairman of the meeting shall determine; (v) restrictions
on entry to the meeting after the time fixed for the commencement thereof; and
(vi) limitations on the time allotted to questions or comments by participants.

                                   ARTICLE III

                                    DIRECTORS

                  Section 1.        Number and Election of Directors. The Board
of Directors shall consist of not less than one nor more than fifteen members,
the exact number of which shall initially be fixed by the Incorporator and
thereafter from time to time by the Board of Directors. Except as provided in
Section 2 of this Article III, directors shall be elected by a plurality of the
votes cast at each Annual Meeting of Stockholders and each director so elected
shall hold office until the next Annual Meeting of Stockholders and until such
director's successor is duly elected and

                                       11



qualified, or until such director's earlier death, resignation or removal.
Directors need not be stockholders.

                  Section 2.        Vacancies. Unless otherwise required by law
or the Certificate of Incorporation, vacancies arising through death,
resignation, removal, an increase in the number of directors or otherwise may be
filled only by a majority of the directors then in office, though less than a
quorum, or by a sole remaining director, and the directors so chosen shall hold
office until the next annual election and until their successors are duly
elected and qualified, or until their earlier death, resignation or removal.

                  Section 3.        Duties and Powers. The business and affairs
of the Corporation shall be managed by or under the direction of the Board of
Directors which may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these By-Laws required to be exercised or done by the
stockholders.

                  Section 4.        Meetings. The Board of Directors may hold
meetings, both regular and special, either within or without the State of
Delaware. Regular meetings of the Board of Directors may be held without notice
at such time and at such place as may from time to time be determined by the
Board of Directors. Special meetings of the Board of Directors may be called by
the Chairman, if there be one, the President, or by any director. Notice thereof
stating the place, date and

                                       12



hour of the meeting shall be given to each director either by mail not less than
forty eight (48) hours before the date of the meeting, by telephone or telegram
on twenty four (24) hours' notice, or on such shorter notice as the person or
persons calling such meeting may deem necessary or appropriate in the
circumstances.

                  Section 5.        Organization. At each meeting of the Board
of Directors, the Chairman of the Board of Directors, or, in his or her absence,
a director chosen by a majority of the directors present, shall act as
chairman. The Secretary of the Corporation shall act as secretary at each
meeting of the Board of Directors. In case the Secretary shall be absent from
any meeting of the Board of Directors, an Assistant Secretary shall perform the
duties of secretary at such meeting; and in the absence from any such meeting of
the Secretary and all the Assistant Secretaries, the chairman of the meeting
may appoint any person to act as secretary of the meeting.

                  Section 6.        Resignations and Removals of Directors. Any
director of the Corporation may resign at any time, by giving notice in writing
to the Chair man of the Board of Directors, the President or the Secretary of
the Corporation. Such resignation shall take effect at the time therein
specified or, if no time is specified, immediately; and, unless otherwise
specified in such notice, the acceptance of such resignation shall not be
necessary to make it effective. Except as otherwise required by applicable law
and subject to the rights, if any, of the holders of shares of preferred stock
then outstanding, any director or the entire Board of Directors may be

                                       13



removed from office at any time by the affirmative vote of the holders of at
least a majority in voting power of the issued and outstanding capital stock of
the Corporation entitled to vote in the election of directors.

                  Section 7.        Quorum. Except as otherwise required by law
or the Certificate of Incorporation, at all meetings of the Board of Directors,
a majority of the entire Board of Directors shall constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting of the time and
place of the adjourned meeting, until a quorum shall be present.

                  Section 8.        Actions of the Board by Written Consent.
Unless otherwise provided in the Certificate of Incorporation or these By-Laws,
any action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting, if all the
members of the Board of Directors or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors or committee.

                                       14



                  Section 9.        Meetings by Means of Conference Telephone.
Unless otherwise provided in the Certificate of Incorporation or these By-Laws,
members of the Board of Directors of the Corporation, or any committee thereof,
may participate in a meeting of the Board of Directors or such committee by
means of a conference telephone or other communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this Section 9 shall constitute presence
in person at such meeting.

                  Section 10.       Committees. The Board of Directors may
designate one or more committees, each committee to consist of one or more of
the directors of the Corporation. The Board of Directors may designate one or
more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of any such committee. In the absence or
disqualification of a member of a committee, and in the absence of a designation
by the Board of Directors of an alternate member to replace the absent or
disqualified member, the member or members thereof present at any meeting and
not disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any absent or disqualified member. Any committee,
to the extent permitted by law and provided in the resolution establishing such
committee, shall have and may exercise all the powers and authority of the Board
of Directors in the management of

                                       15



the business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it. Each committee
shall keep regular minutes and report to the Board of Directors when required.

                  Section 11.       Compensation. The directors may be paid
their expenses, if any, of attendance at each meeting of the Board of Directors
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary for service as director, payable in cash or
securities. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for service
as committee members.

                  Section 12.       Interested Directors. No contract or
transaction between the Corporation and one or more of its directors or
officers, or between the Corporation and any other corporation, partnership,
association or other organization in which one or more of its directors or
officers are directors or officers or have a financial interest, shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board of Directors or committee
thereof which authorizes the contract or transaction, or solely because any such
director's or officer's vote is counted for such purpose if: (i) the material
facts as to the director's or officer's relationship or interest and as to the
contract or transaction are disclosed or are known to the Board of Directors or
the

                                       16



committee, and the Board of Directors or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or (ii) the material facts as to the director's or officer's
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders;
or (iii) the contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified by the Board of Directors, a commit
tee thereof or the stockholders. Common or interested directors may be counted
in determining the presence of a quorum at a meeting of the Board of Directors
or of a committee which authorizes the contract or transaction.

                                   ARTICLE IV

                                    OFFICERS

                  Section 1.        General. The officers of the Corporation
shall be chosen by the Board of Directors and shall be a President, a Secretary
and a Treasurer. The Board of Directors, in its discretion, also may choose a
Chairman of the Board of Directors (who must be a director) and one or more Vice
Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any
number of offices may be held by the same person, unless otherwise prohibited by
law, the Certificate

                                       17



of Incorporation or these By-Laws. The officers of the Corporation need not be
stockholders of the Corporation nor, except in the case of the Chairman of the
Board of Directors, need such officers be directors of the Corporation.

                  Section 2.        Election. The Board of Directors, at its
first meeting held after each Annual Meeting of Stockholders (or action by
written consent of stockholders in lieu of the Annual Meeting of Stockholders),
shall elect the officers of the Corporation who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors; and each officer of the
Corporation shall hold office until such officer's successor is elected and
qualified, or until such officer's earlier death, resignation or removal. Any
officer elected by the Board of Directors may be removed at any time by the
Board of Directors. Any vacancy occurring in any office of the Corporation shall
be filled by the Board of Directors. The salaries of all officers of the
Corporation shall be fixed by the Board of Directors.

                  Section 3.        Voting Securities Owned by the Corporation.
Powers of attorney, proxies, waivers of notice of meeting, consents and other
instruments relating to securities owned by the Corporation may be executed in
the name of and on behalf of the Corporation by the President or any Vice
President or any other officer authorized to do so by the Board of Directors and
any such officer may, in the name of and on behalf of the Corporation, take all
such action as any such officer

                                       18



may deem advisable to vote in person or by proxy at any meeting of security
holders of any corporation in which the Corporation may own securities and at
any such meeting shall possess and may exercise any and all rights and power
incident to the ownership of such securities and which, as the owner thereof,
the Corporation might have exercised and possessed if present. The Board of
Directors may, by resolution, from time to time confer like powers upon any
other person or persons.

                  Section 4.        Chairman of the Board of Directors. The
Chairman of the Board of Directors, if there be one, shall preside at all
meetings of the stockholders and of the Board of Directors. The Chairman of the
Board of Directors shall be the Chief Executive Officer of the Corporation,
unless the Board of Directors designates the President as the Chief Executive
Officer, and, except where by law the signature of the President is required,
the Chairman of the Board of Directors shall possess the same power as the
President to sign all contracts, certificates and other instruments of the
Corporation which may be authorized by the Board of Directors. During the
absence or disability of the President, the Chairman of the Board of Directors
shall exercise all the powers and discharge all the duties of the President. The
Chairman of the Board of Directors shall also perform such other duties and may
exercise such other powers as may from time to time be assigned by these By-Laws
or by the Board of Directors.

                                       19



                  Section 5.        President. The President shall, subject to
the control of the Board of Directors and, if there be one, the Chairman of the
Board of Directors, have general supervision of the business of the Corporation
and shall see that all orders and resolutions of the Board of Directors are
carried into effect. The President shall execute all bonds, mortgages, contracts
and other instruments of the Corporation requiring a seal, under the seal of
the Corporation, except where required or permitted by law to be otherwise
signed and executed and except that the other officers of the Corporation may
sign and execute documents when so authorized by these By-Laws, the Board of
Directors or the President. In the absence or disability of the Chairman of the
Board of Directors, or if there be none, the President shall preside at all
meetings of the stockholders and, provided the President is also a director, the
Board of Directors. If there be no Chairman of the Board of Directors, or if the
Board of Directors shall otherwise designate, the President shall be the Chief
Executive Officer of the Corporation. The President shall also perform such
other duties and may exercise such other powers as may from time to time be
assigned to such officer by these By-Laws or by the Board of Directors.

                  Section 6.        Vice Presidents. At the request of the
President or in the President's absence or in the event of the President's
inability or refusal to act (and if there be no Chairman of the Board of
Directors), the Vice President, or the Vice Presidents if there are more than
one (in the order designated by the Board of

                                       20



Directors), shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. Each Vice President shall perform such other duties and have such
other powers as the Board of Directors from time to time may prescribe. If there
be no Chairman of the Board of Directors and no Vice President, the Board of
Directors shall designate the officer of the Corporation who, in the absence of
the President or in the event of the inability or refusal of the President to
act, shall perform the duties of the President, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the President.

                  Section 7.        Secretary. The Secretary shall attend all
meetings of the Board of Directors and all meetings of the stockholders and
record all the proceedings thereat in a book or books to be kept for that
purpose; the Secretary shall also perform like duties for committees of the
Board of Directors when required. The Secretary shall give, or cause to be
given, notice of all meetings of the stock holders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors, the Chairman of the Board of Directors or the President,
under whose supervision the Secretary shall be. If the Secretary shall be unable
or shall refuse to cause to be given notice of all meetings of the stockholders
and special meetings of the Board of Directors, and if there be no Assistant
Secretary, then either the Board of Directors or the President may choose

                                       21



another officer to cause such notice to be given. The Secretary shall have
custody of the seal of the Corporation and the Secretary or any Assistant
Secretary, if there be one, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by the signature
of the Secretary or by the signature of any such Assistant Secretary. The Board
of Directors may give general authority to any other officer to affix the seal
of the Corporation and to attest to the affixing by such officer's signature.
The Secretary shall see that all books, reports, statements, certificates and
other documents and records required by law to be kept or filed are properly
kept or filed, as the case may be.

                  Section 8.        Treasurer. The Treasurer shall have the
custody of the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Corporation and
shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the Board
of Directors. The Treasurer shall disburse the funds of the Corporation as may
be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all transactions as Treasurer and of the financial condition of the Corporation.
If required by the Board of Directors, the Treasurer shall give the Corporation
a bond in such sum and with such surety or sureties as

                                       22



shall be satisfactory to the Board of Directors for the faithful performance of
the duties of the office of the Treasurer and for the restoration to the
Corporation, in case of the Treasurer's death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in the Treasurer's possession or under the Treasurer's control
belonging to the Corporation.

                  Section 9.        Other Officers. Such other officers as the
Board of Directors may choose shall perform such duties and have such powers as
from time to time may be assigned to them by the Board of Directors. The Board
of Directors may delegate to any other officer of the Corporation the power to
choose such other officers and to prescribe their respective duties and powers.

                                    ARTICLE V

                                      STOCK

                  Section 1.        Form of Certificates. Every holder of stock
in the Corporation shall be entitled to have a certificate signed by, or in the
name of the Corporation (i) by the Chairman of the Board of Directors, or the
President or a Vice President and (ii) by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary of the Corporation,
certifying the number of shares owned by such stockholder in the Corporation.

                                       23



                  Section 2.        Signatures. Any or all of the signatures on
a certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if such person were such officer, transfer agent or registrar at
the date of issue.

                  Section 3.        Lost Certificates. The Board of Directors
may direct a new certificate to be issued in place of any certificate
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate, the Board of Directors may, in its discretion and as
a condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate, or such owner's legal representative, to
advertise the same in such manner as the Board of Directors shall require and/or
to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation on account of the
alleged loss, theft or destruction of such certificate or the issuance of such
new certificate.

                  Section 4.        Transfers. Stock of the Corporation shall be
transfer able in the manner prescribed by applicable law and in these By-Laws.
Transfers of

                                       24



stock shall be made on the books of the Corporation only by the person named in
the certificate or by such person's attorney lawfully constituted in writing and
upon the surrender of the certificate therefor, properly endorsed for transfer
and payment of all necessary transfer taxes; provided, however, that such
surrender and endorsement or payment of taxes shall not be required in any case
in which the officers of the Corporation shall determine to waive such
requirement. Every certificate exchanged, returned or surrendered to the
Corporation shall be marked "Cancelled," with the date of cancellation, by the
Secretary or Assistant Secretary of the Corporation or the transfer agent
thereof. No transfer of stock shall be valid as against the Corporation for any
purpose until it shall have been entered in the stock records of the Corporation
by an entry showing from and to whom transferred.

                  Section 5.        Dividend Record Date. In order that the
Corporation may determine the stockholders entitled to receive payment of any
dividend or other distribution or allotment of any rights or the stockholders
entitled to exercise any rights in respect of any change, conversion or exchange
of stock, or for the purpose of any other lawful action, the Board of Directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted, and which record date shall be
not more than sixty (60) days prior to such action. If no record date is fixed,
the record date for determining stockholders for

                                       25



any such purpose shall be at the close of business on the day on which the Board
of Directors adopts the resolution relating thereto.

                  Section 6.        Record Owners. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise required
by law.

                  Section 7.        Transfer and Registry Agents. The
Corporation may from time to time maintain one or more transfer offices or
agencies and registry offices or agencies at such place or places as may be
determined from time to time by the Board of Directors.

                                   ARTICLE VI

                                     NOTICES

                  Section 1.        Notices. Whenever written notice is required
by law, the Certificate of Incorporation or these By-Laws, to be given to any
director, member of a committee or stockholder, such notice may be given by
mail, addressed to such director, member of a committee or stockholder, at such
person's address as it

                                       26



appears on the records of the Corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Written notice may also be given personally
or by telegram, telex or cable.

                  Section 2.        Waivers of Notice. Whenever any notice is
required by applicable law, the Certificate of Incorporation or these By-Laws,
to be given to any director, member of a committee or stockholder, a waiver
thereof in writing, signed by the person or persons entitled to notice, whether
before or after the time stated therein, shall be deemed equivalent thereto.
Attendance of a person at a meeting, present in person or represented by proxy,
shall constitute a waiver of notice of such meeting, except where the person
attends the meeting for the express purpose of objecting at the beginning of the
meeting to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any Annual or Special Meeting of Stockholders or any regular or special
meeting of the directors or members of a committee of directors need be
specified in any written waiver of notice unless so required by law, the
Certificate of Incorporation or these By-Laws.

                                       27



                                   ARTICLE VII

                               GENERAL PROVISIONS

                  Section 1.        Dividends. Dividends upon the capital stock
of the Corporation, subject to the requirements of the General Corporation Law
of the State of Delaware (the "DGCL") and the provisions of the Certificate of
Incorporation, if any, may be declared by the Board of Directors at any regular
or special meeting of the Board of Directors (or any action by written consent
in lieu thereof in accordance with Section 8 of Article III hereof), and may be
paid in cash, in property, or in shares of the Corporation's capital stock.
Before payment of any dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Board of Directors
from time to time, in its absolute discretion, deems proper as a reserve or
reserves to meet contingencies, or for purchasing any of the shares of capital
stock, warrants, rights, options, bonds, debentures, notes, scrip or other
securities or evidences of indebtedness of the Corporation, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for any proper purpose, and the Board of Directors may modify or abolish any
such reserve.

                  Section 2.        Disbursements. All checks or demands for
money and notes of the Corporation shall be signed by such officer or officers
or such other person or persons as the Board of Directors may from time to time
designate.

                                       28



                  Section 3.        Fiscal Year. The fiscal year of the
Corporation shall be fixed by resolution of the Board of Directors.

                  Section 4.        Corporate Seal. The corporate seal shall
have in scribed thereon the name of the Corporation, the year of its
organization and the words "Corporate Seal, Delaware". The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.

                                  ARTICLE VIII

                                 INDEMNIFICATION

                  Section 1.        Power to Indemnify in Actions, Suits or
Proceedings other than Those by or in the Right of the Corporation. Subject to
Section 3 of this Article VIII, the Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Corporation),
by reason of the fact that such person is or was a director or officer of the
Corporation, or is or was a director or officer of the Corporation serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such

                                       29



action, suit or proceeding if such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had no
reason able cause to believe such person's conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which such
person reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that such person's conduct was unlawful.

                  Section 2.        Power to Indemnify in Actions, Suits or
Proceedings by or in the Right of the Corporation. Subject to Section 3 of this
Article VIII, the Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment in
its favor by reason of the fact that such person is or was a director or officer
of the Corporation, or is or was a director or officer of the Corporation
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with the defense or settlement of such
action

                                       30



or suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Corporation; except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery of the State of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

                  Section 3.        Authorization of Indemnification. Any
indemnification under this Article VIII (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the present or former director or officer
is proper in the circumstances because such person has met the applicable
standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as
the case may be. Such determination shall be made, with respect to a person who
is a director or officer at the time of such determination, (i) by a majority
vote of the directors who are not parties to such action, suit or proceeding,
even though less than a quorum, or (ii) by a committee of such directors
designated by a majority vote of such directors, even though less than a quorum,
or (iii) if there are no such directors, or if such directors so direct, by
independent legal

                                       31



counsel in a written opinion or (iv) by the stockholders. Such determination
shall be made, with respect to former directors and officers, by any person or
persons having the authority to act on the matter on behalf of the Corporation.
To the extent, however, that a present or former director or officer of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding described above, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith, without the necessity of authorization in the specific case.

                  Section 4.        Good Faith Defined. For purposes of any
determination under Section 3 of this Article VIII, a person shall be deemed to
have acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the Corporation, or, with respect to
any criminal action or proceeding, to have had no reasonable cause to believe
such person's conduct was unlawful, if such person's action is based on the
records or books of account of the Corporation or another enterprise, or on
information supplied to such person by the officers of the Corporation or
another enterprise in the course of their duties, or on the advice of legal
counsel for the Corporation or another enterprise or on information or records
given or reports made to the Corporation or another enterprise by an independent
certified public accountant or by an appraiser or other expert selected

                                       32



with reasonable care by the Corporation or another enterprise. The provisions of
this Section 4 shall not be deemed to be exclusive or to limit in any way the
circumstances in which a person may be deemed to have met the applicable
standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as
the case may be.

                  Section 5.        Indemnification by a Court. Notwithstanding
any contrary determination in the specific case under Section 3 of this Article
VIII, and notwithstanding the absence of any determination thereunder, any
director or officer may apply to the Court of Chancery of the State of Delaware
or any other court of competent jurisdiction in the State of Delaware for
indemnification to the extent otherwise permissible under Section 1 or Section 2
of this Article VIII. The basis of such indemnification by a court shall be a
determination by such court that indemnification of the director or officer is
proper in the circumstances because such person has met the applicable standard
of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case
may be. Neither a contrary determination in the specific case under Section 3 of
this Article VIII nor the absence of any determination thereunder shall be a
defense to such application or create a presumption that the director or officer
seeking indemnification has not met any applicable standard of conduct. Notice
of any application for indemnification pursuant to this Section 5 shall be given
to the Corporation promptly upon the filing of such application. If successful,

                                       33



in whole or in part, the director or officer seeking indemnification shall also
be entitled to be paid the expense of prosecuting such application.

                  Section 6.        Expenses Payable in Advance. Expenses
(including attorneys' fees) incurred by a director or officer in defending any
civil, criminal, administrative or investigative action, suit or proceeding
shall be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified by the Corporation
as authorized in this Article VIII. Such expenses (including attorneys' fees)
incurred by former directors and officers or other employees and agents may be
so paid upon such terms and conditions, if any, as the Corporation deems
appropriate.

                  Section 7.        Nonexclusivity of Indemnification and
Advancement of Expenses. The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article VIII shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under the Certificate of Incorporation,
these By-Laws, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as to action
in another capacity while holding such office, it being the policy of the
Corporation that indemnification of the persons specified in

                                       34



Section 1 and Section 2 of this Article VIII shall be made to the fullest extent
permitted by law. The provisions of this Article VIII shall not be deemed to
preclude the indemnification of any person who is not specified in Section 1 or
Section 2 of this Article VIII but whom the Corporation has the power or
obligation to indemnify under the provisions of the DGCL, or otherwise.

                  Section 8.        Insurance. The Corporation may purchase and
maintain insurance on behalf of any person who is or was a director or officer
of the Corporation, or is or was a director or officer of the Corporation
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and incurred by
such person in any such capacity, or arising out of such person's status as
such, whether or not the Corporation would have the power or the obligation to
indemnify such person against such liability under the provisions of this
Article VIII.

                  Section 9.        Certain Definitions. For purposes of this
Article VIII, references to "the Corporation" shall include, in addition to the
resulting corporation, any constituent corporation (including any constituent of
a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors or officers, so that any person who is or was a director or officer of
such constituent corporation, or is or was a director

                                       35



or officer of such constituent corporation serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partner ship, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Article VIII with respect to
the resulting or surviving corporation as such person would have with respect to
such constituent corporation if its separate existence had continued. The term
"another enterprise" as used in this Article VIII shall mean any other
corporation or any partnership, joint venture, trust, employee benefit plan or
other enterprise of which such person is or was serving at the request of the
Corporation as a director, officer, employee or agent. For purposes of this
Article VIII, references to "fines" shall include any excise taxes assessed on a
person with respect to an employee benefit plan; and references to "serving at
the request of the Corporation" shall include any service as a director,
officer, employee or agent of the Corporation which imposes duties on, or
involves services by, such director or officer with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner such person reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the Corporation"
as referred to in this Article VIII.

                  Section 10.       Survival of Indemnification and Advancement
of Expenses. The indemnification and advancement of expenses provided by, or

                                       36



granted pursuant to, this Article VIII shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director
or officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.

                  Section 11.       Limitation on Indemnification.
Notwithstanding anything contained in this Article VIII to the contrary, except
for proceedings to enforce rights to indemnification (which shall be governed by
Section 5 of this Article VIII), the Corporation shall not be obligated to
indemnify any director or officer (or his or her heirs, executors or personal or
legal representatives) or advance expenses in connection with a proceeding (or
part thereof) initiated by such person unless such proceeding (or part thereof)
was authorized or consented to by the Board of Directors of the Corporation.

                  Section 12.       Indemnification of Employees and Agents. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, provide rights to indemnification and to the advancement of expenses
to employees and agents of the Corporation similar to those conferred in this
Article VIII to directors and officers of the Corporation.

                                       37



                                   ARTICLE IX

                                   AMENDMENTS

                  Section 1.        Amendments. These By-Laws may be altered,
amended or repealed, in whole or in part, or new By-Laws may be adopted by the
stockholders or by the Board of Directors; provided, however, that notice of
such alteration, amendment, repeal or adoption of new By-Laws be contained in
the notice of such meeting of the stockholders or Board of Directors, as the
case may be. All such amendments must be approved by either the holders of a
majority of the outstanding capital stock entitled to vote thereon or by a
majority of the entire Board of Directors then in office.

                  Section 2.        Entire Board of Directors. As used in this
Article IX and in these By-Laws generally, the term "entire Board of Directors"
means the total number of directors which the Corporation would have if there
were no vacancies.

                                      * * *

Adopted as of: April 17, 2003

                                       38

EX-3.7

                                                                     EXHIBIT 3.7

                          CERTIFICATE OF INCORPORATION

                                       OF

                        HLI WHEELS HOLDING COMPANY, INC.

                  FIRST: The name of the Corporation is HLI Wheels Holding
Company, Inc. (hereinafter the "Corporation").

                  SECOND: The address of the registered office of the
Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, in the
City of Wilmington, County of New Castle. The name of its registered agent at
that address is Corporation Service Company.

                  THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which a corporation may be organized under the
General Corporation Law of the State of Delaware as set forth in Title 8 of the
Delaware Code (the "GCL").

                  FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is 1,000 shares of Common Stock, each
having a par value of $.01.

                  FIFTH: The name and mailing address of the Sole Incorporator
is as follows:



     Name                                        Address
     ----                                        -------
                                         
Deborah M. Reusch                           P.O. Box 636
                                            Wilmington, DE 19899


                  SIXTH: The following provisions are inserted for the
management of the business and the conduct of the affairs of the Corporation,
and for further definition, limitation and regulation of the powers of the
Corporation and of its directors and stockholders:

         (1) The business and affairs of the Corporation shall be managed by or
         under the direction of the Board of Directors.

         (2) The directors shall have concurrent power with the stockholders to
         make, alter, amend, change, add to or repeal the By-Laws of the
         Corporation.



         (3) The number of directors of the Corporation shall be as from time to
         time fixed by, or in the manner provided in, the By-Laws of the
         Corporation. Election of directors need not be by written ballot unless
         the By-Laws so provide.

         (4) No director shall be personally liable to the Corporation or any of
         its stockholders for monetary damages for breach of fiduciary duty as a
         director, except for liability (i) for any breach of the director's
         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) pursuant to Section 174 of the
         Delaware General Corporation Law or (iv) for any transaction from which
         the director derived an improper personal benefit. Any repeal or
         modification of this Article SIXTH by the stockholders of the
         Corporation shall not adversely affect any right or protection of a
         director of the Corporation existing at the time of such repeal or
         modification with respect to acts or omissions occurring prior to such
         repeal or modification.

         (5) In addition to the powers and authority hereinbefore or by statute
         expressly conferred upon them, the directors are hereby empowered to
         exercise all such powers and do all such acts and things as may be
         exercised or done by the Corporation, subject, nevertheless, to the
         provisions of the GCL, this Certificate of Incorporation, and any
         By-Laws adopted by the stockholders; provided, however, that no By-Laws
         hereafter adopted by the stockholders shall invalidate any prior act of
         the directors which would have been valid if such By-Laws had not been
         adopted.

                  SEVENTH: The Corporation shall indemnify its directors and
officers to the fullest extent authorized or permitted by law, as now or
hereafter in effect, and such right to indemnification shall continue as to a
person who has ceased to be a director or officer of the Corporation and shall
inure to the benefit of his or her heirs, executors and personal and legal
representatives; provided, however, that, except for proceedings to enforce
rights to indemnification, the Corporation shall not be obligated to indemnify
any director or officer (or his or her heirs, executors or personal or legal
representatives) in connection with a proceeding (or part thereof) initiated by
such person unless such proceeding (or part thereof) was authorized or consented
to by the Board of Directors. The right to indemnification conferred by this
Article SEVENTH shall include the right to be paid by the Corporation the
expenses incurred in defending or otherwise participating in any proceeding in
advance of its final disposition.

                  The Corporation may, to the extent authorized from time to
time by the Board of Directors, provide rights to indemnification and to the
advancement of expenses to employees and agents of the Corporation similar to
those conferred in this Article SEVENTH to directors and officers of the
Corporation.

                                       2



                  The rights to indemnification and to the advance of expenses
conferred in this Article SEVENTH shall not be exclusive of any other right
which any person may have or hereafter acquire under this Certificate of
Incorporation, the By-Laws of the Corporation, any statute, agreement, vote of
stockholders or disinterested directors or otherwise.

                  Any repeal or modification of this Article SEVENTH by the
stockholders of the Corporation shall not adversely affect any rights to
indemnification and to the advancement of expenses of a director or officer of
the Corporation existing at the time of such repeal or modification with respect
to any acts or omissions occurring prior to such repeal or modification.

                  EIGHTH: Meetings of stockholders may be held within or without
the State of Delaware, as the By-Laws may provide. The books of the Corporation
may be kept (subject to any provision contained in the GCL) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the Corporation.

                  NINTH: 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.

                            [SIGNATURE PAGE FOLLOWS]

                                       3



                  I, THE UNDERSIGNED, being the Sole Incorporator hereinbefore
named, for the purpose of forming a corporation pursuant to the GCL, do make
this Certificate, hereby declaring and certifying that this is my act and deed
and the facts herein stated are true, and accordingly have hereunto set my hand
this 17th day of April, 2003.

                                               /s/ Deborah M. Reusch
                                               -----------------------------
                                               Deborah M. Reusch
                                               Sole Incorporator

                                       4

EX-3.8

                                                                     EXHIBIT 3.8

                                     BY-LAWS

                                       OF

                        HLI WHEELS HOLDING COMPANY, INC.

                             A Delaware Corporation

                            Effective April 17, 2003



                                TABLE OF CONTENTS



                                                                                                       PAGE
                                                                                                       ----
                                                                                                    
                                               ARTICLE I
                                                OFFICES

Section 1.        Registered Office................................................................     1
Section 2.        Other Offices....................................................................     1

                                                ARTICLE II
                                         MEETINGS OF STOCKHOLDERS

Section 1.        Place of Meetings................................................................     2
Section 2.        Annual Meetings..................................................................     2
Section 3.        Special Meetings.................................................................     2
Section 4.        Notice...........................................................................     3
Section 5.        Adjournments.....................................................................     3
Section 6.        Quorum...........................................................................     4
Section 7.        Voting...........................................................................     5
Section 8.        Proxies..........................................................................     6
Section 9.        Consent of Stockholders in Lieu of Meeting.......................................     8
Section 10.       List of Stockholders Entitled to Vote............................................     9
Section 11.       Record Date......................................................................    10
Section 12.       Stock Ledger.....................................................................    12
Section 13.       Conduct of Meetings..............................................................    12
Section 14.       Inspectors of Election...........................................................    13

                                              ARTICLE III
                                               DIRECTORS

Section 1.        Number and Election of Directors.................................................    14
Section 2.        Vacancies........................................................................    15
Section 3.        Duties and Powers................................................................    15
Section 4.        Meetings.........................................................................    15
Section 5.        Organization.....................................................................    16
Section 6.        Resignations and Removals of Directors...........................................    16
Section 7.        Quorum...........................................................................    17


                                       i



                                                                                                    
Section 8.        Actions of the Board by Written Consent..........................................    18
Section 9.        Meetings by Means of Conference Telephone........................................    18
Section 10.       Committees.......................................................................    19
Section 11.       Compensation.....................................................................    20
Section 12.       Interested Directors.............................................................    20

                                               ARTICLE IV
                                                OFFICERS

Section 1.        General..........................................................................    21
Section 2.        Election.........................................................................    22
Section 3.        Voting Securities Owned by the Corporation.......................................    22
Section 4.        Chairman of the Board of Directors...............................................    23
Section 5.        President........................................................................    24
Section 6.        Vice Presidents..................................................................    24
Section 7.        Secretary........................................................................    25
Section 8.        Treasurer........................................................................    26
Section 9.        Assistant Secretaries............................................................    27
Section 10.       Assistant Treasurers.............................................................    27
Section 11.       Other Officers...................................................................    28

                                               ARTICLE V
                                                 STOCK

Section 1.        Form of Certificates.............................................................    28
Section 2.        Signatures.......................................................................    29
Section 3.        Lost Certificates................................................................    29
Section 4.        Transfers........................................................................    29
Section 5.        Dividend Record Date.............................................................    30
Section 6.        Record Owners....................................................................    31
Section 7.        Transfer and Registry Agents.....................................................    31

                                              ARTICLE VI
                                                NOTICES

Section 1.        Notices..........................................................................    31
Section 2.        Waivers of Notice................................................................    32



                                       ii



                                                                                                    
                                               ARTICLE VII
                                            GENERAL PROVISIONS

Section 1.        Dividends........................................................................    33
Section 2.        Disbursements....................................................................    33
Section 3.        Fiscal Year......................................................................    34
Section 4.        Corporate Seal...................................................................    34

                                              ARTICLE VIII
                                             INDEMNIFICATION

Section 1.        Power to Indemnify in Actions, Suits or Proceedings other than
                  Those by or in the Right of the Corporation......................................    34
Section 2.        Power to Indemnify in Actions, Suits or Proceedings by or in the
                  Right of the Corporation.........................................................    35
Section 3.        Authorization of Indemnification.................................................    36
Section 4.        Good Faith Defined...............................................................    37
Section 5.        Indemnification by a Court.......................................................    38
Section 6.        Expenses Payable in Advance......................................................    39
Section 7.        Nonexclusivity of Indemnification and Advancement of Expenses....................    39
Section 8.        Insurance........................................................................    40
Section 9.        Certain Definitions..............................................................    40
Section 10.       Survival of Indemnification and Advancement of Expenses..........................    42
Section 11.       Limitation on Indemnification....................................................    42
Section 12.       Indemnification of Employees and Agents..........................................    42

                                               ARTICLE IX
                                               AMENDMENTS

Section 1.        Amendments.......................................................................    43
Section 2.        Entire Board of Directors........................................................    43



                                      iii



                                     BY-LAWS

                                       OF

                        HLI WHEELS HOLDING COMPANY, INC.

                     (hereinafter called the "Corporation")

                                    ARTICLE I

                                     OFFICES

                  Section 1.        Registered Office. The registered office of
the Corporation shall be in the City of Wilmington, County of New Castle, State
of Delaware.

                  Section 2.        Other Offices. The Corporation may also have
offices at such other places, both within and without the State of Delaware, as
the Board of Directors may from time to time determine.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

                  Section 1.        Place of Meetings. Meetings of the
stockholders for the election of directors or for any other purpose shall be
held at such time and place, either within or without the State of Delaware, as
shall be designated from time to time by the Board of Directors.



                  Section 2.        Annual Meetings. The Annual Meeting of
Stockholders for the election of directors shall be held on such date and at
such time as shall be designated from time to time by the Board of Directors.
Any other proper business may be transacted at the Annual Meeting of
Stockholders.

                  Section 3.        Special Meetings. Unless otherwise
required by law or by the certificate of incorporation of the Corporation, as
amended and restated from time to time (the "Certificate of Incorporation"),
Special Meetings of Stockholders, for any purpose or purposes, may be called by
either (i) the Chairman, if there be one, or (ii) the President, (iii) any Vice
President, if there be one, (iv) the Secretary or (v) any Assistant Secretary,
if there be one, and shall be called by any such officer at the request in
writing of (i) the Board of Directors, (ii) a committee of the Board of
Directors that has been duly designated by the Board of Directors and whose
powers and authority include the power to call such meetings or (iii)
stockholders owning a majority of the capital stock of the Corporation issued
and outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting. At a Special Meeting of Stockholders, only
such business shall be conducted as shall be specified in the notice of meeting
(or any supplement thereto).

                  Section 4.        Notice. Whenever stockholders are
required or permitted to take any action at a meeting, a written notice of the
meeting shall be given which shall state the place, date and hour of the
meeting, and, in the case of a

                                        2



Special Meeting, the purpose or purposes for which the meeting is called. Unless
otherwise required by law, written notice of any meeting shall be given not less
than ten (10) nor more than sixty (60) days before the date of the meeting to
each stockholder entitled to notice of and to vote at such meeting.

                  Section 5.        Adjournments. Any meeting of the
stockholders may be adjourned from time to time to reconvene at the same or some
other place, and notice need not be given of any such adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting, the Corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty (30) days, or if after the adjournment a new record date is
fixed for the adjourned meeting, notice of the adjourned meeting in accordance
with the requirements of Section 4 hereof shall be given to each stockholder of
record entitled to notice of and to vote at the meeting.

                  Section 6.        Quorum. Unless otherwise required by
applicable law or the Certificate of Incorporation, the holders of a majority of
the Corporation's capital stock issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum at
all meetings of the stockholders for the transaction of business. A quorum, once
established, shall not be broken by the withdrawal of enough votes to leave less
than a quorum. If, however, such

                                        3



quorum shall not be present or represented at any meeting of the stockholders,
the stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, in the manner
provided in Section 5 hereof, until a quorum shall be present or represented.

                  Section 7.        Voting. Unless otherwise required by law,
the Certificate of Incorporation or these By-Laws, any question brought before
any meeting of the stockholders, other than the election of directors, shall be
decided by the vote of the holders of a majority of the total number of votes of
the Corporation's capital stock represented and entitled to vote thereat, voting
as a single class. Unless otherwise provided in the Certificate of
Incorporation, and subject to Section 11(a) of this Article II, each stockholder
represented at a meeting of the stockholders shall be entitled to cast one (1)
vote for each share of the capital stock entitled to vote thereat held by such
stockholder. Such votes may be cast in person or by proxy as provided in
Section 8 of this Article II. The Board of Directors, in its discretion, or the
officer of the Corporation presiding at a meeting of the stockholders, in such
officer's discretion, may require that any votes cast at such meeting shall be
cast by written ballot.

                  Section 8.        Proxies. Each stockholder entitled to
vote at a meeting of the stockholders or to express consent or dissent to
corporate action in writing without a meeting may authorize another person or
persons to act for such stock-

                                        4



holder as proxy, but no such proxy shall be voted upon after three years from
its date, unless such proxy provides for a longer period. Without limiting the
manner in which a stockholder may authorize another person or persons to act for
such stockholder as proxy, the following shall constitute a valid means by which
a stockholder may grant such authority:

                  (i)      A stockholder may execute a writing authorizing
         another person or persons to act for such stockholder as proxy.
         Execution may be accomplished by the stockholder or such stockholder's
         authorized officer, director, employee or agent signing such writing or
         causing such person's signature to be affixed to such writing by any
         reasonable means, including, but not limited to, by facsimile
         signature.

                  (ii)     A stockholder may authorize another person or persons
         to act for such stockholder as proxy by transmitting or authorizing the
         transmission of a telegram or cablegram to the person who will be the
         holder of the proxy or to a proxy solicitation firm, proxy support
         service organization or like agent duly authorized by the person who
         will be the holder of the proxy to receive such telegram or cablegram,
         provided that any such telegram or cablegram must either set forth or
         be submitted with information from which it can be determined that the
         telegram or cablegram was authorized by the stockholder. If it is
         determined that such telegrams or cablegrams are valid,

                                        5



         the inspectors or, if there are no inspectors, such other persons
         making that determination shall specify the information on which they
         relied.

Any copy, facsimile telecommunication or other reliable reproduction of the
writing, telegram or cablegram authorizing another person or persons to act as
proxy for a stockholder may be substituted or used in lieu of the original
writing, telegram or cablegram for any and all purposes for which the original
writing, telegram or cablegram could be used; provided, however, that such copy,
facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing, telegram or cablegram.

                  Section 9.        Consent of Stockholders in Lieu of
Meeting. Unless otherwise provided in the Certificate of Incorporation, any
action required or permitted to be taken at any Annual or Special Meeting of
Stockholders of the Corporation may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted and shall be delivered to the Corporation by delivery to
its registered office in the State of Delaware, its principal place of business,
or an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of the stockholders are recorded. Delivery

                                       6


made to the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. Every written consent shall bear the
date of signature of each stockholder who signs the consent and no written
consent shall be effective to take the corporate action referred to therein
unless, within sixty (60) days of the earliest dated consent delivered in the
manner required by this Section 9 to the Corporation, written consents signed by
a sufficient number of holders to take action are delivered to the Corporation
by delivery to its registered office in the State of Delaware, its principal
place of business, or an officer or agent of the Corporation having custody of
the book in which proceedings of meetings of the stockholders are recorded. Any
copy, facsimile or other reliable reproduction of a consent in writing may be
substituted or used in lieu of the original writing for any and all purposes for
which the original writing could be used, provided that such copy, facsimile or
other reproduction shall be a complete reproduction of the entire original
writing. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing and who, if the action had been taken at a
meeting, would have been entitled to notice of the meeting if the record date
for such meeting had been the date that written consents signed by a sufficient
number of holders to take the action were delivered to the Corporation as
provided above in this Section 9.

                                        7



                  Section 10.       List of Stockholders Entitled to Vote.
The officer of the Corporation who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten (10) days before every meeting
of the stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting (i) either at a place within the city where
the meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held
or (ii) during ordinary business hours, at the principal place of business of
the Corporation. The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

                  Section 11.       Record Date.

                  (a)      In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of the stockholders
or any adjournment thereof, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date shall
not be more than sixty (60) nor less

                                        8



than ten (10) days before the date of such meeting. If no record date is fixed
by the Board of Directors, the record date for determining stockholders entitled
to notice of or to vote at a meeting of the stockholders shall be at the close
of business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held. A determination of stockholders of record entitled to
notice of or to vote at a meeting of the stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

                  (b)      In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors, and which record date shall not be more than ten (10)
days after the date upon which the resolution fixing the record date is adopted
by the Board of Directors. If no record date has been fixed by the Board of
Directors, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is required by applicable law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation by delivery to its registered office in the State
of Delaware, its principal place of business, or an officer or agent

                                        9



of the Corporation having custody of the book in which proceedings of meetings
of the stockholders are recorded. Delivery made to the Corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested. If no record date has been fixed by the Board of Directors and prior
action by the Board of Directors is required by applicable law, the record date
for determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
Board of Directors adopts the resolution taking such prior action.

                  Section 12.       Stock Ledger. The stock ledger of the
Corporation shall be the only evidence as to who are the stockholders entitled
to examine the stock ledger, the list required by Section 10 of this Article II
or the books of the Corporation, or to vote in person or by proxy at any meeting
of the stockholders.

                  Section 13.       Conduct of Meetings. The Board of
Directors of the Corporation may adopt by resolution such rules and regulations
for the conduct of any meeting of the stockholders as it shall deem appropriate.
Except to the extent inconsistent with such rules and regulations as adopted by
the Board of Directors, the chairman of any meeting of the stockholders shall
have the right and authority to prescribe such rules, regulations and procedures
and to do all such acts as, in the judgment of such chairman, are appropriate
for the proper conduct of the meeting. Such rules, regulations or procedures,
whether adopted by the Board of Directors or

                                       10



prescribed by the chairman of the meeting, may include, without limitation, the
following: (i) the establishment of an agenda or order of business for the
meeting; (ii) the determination of when the polls shall open and close for any
given matter to be voted on at the meeting; (iii) rules and procedures for
maintaining order at the meeting and the safety of those present; (iv)
limitations on attendance at or participation in the meeting to stockholders of
record of the Corporation, their duly authorized and constituted proxies or such
other persons as the chairman of the meeting shall determine; (v) restrictions
on entry to the meeting after the time fixed for the commencement thereof; and
(vi) limitations on the time allotted to questions or comments by participants.

                                   ARTICLE III

                                    DIRECTORS

            Section 1. Number and Election of Directors. The Board of Directors
shall consist of not less than one nor more than fifteen members, the exact
number of which shall initially be fixed by the Incorporator and thereafter from
time to time by the Board of Directors. Except as provided in Section 2 of this
Article III, directors shall be elected by a plurality of the votes cast at each
Annual Meeting of Stockholders and each director so elected shall hold office
until the next Annual Meeting of Stockholders and until such director's
successor is duly elected and

                                       11



qualified, or until such director's earlier death, resignation or removal.
Directors need not be stockholders.

                  Section 2.        Vacancies. Unless otherwise required by law
or the Certificate of Incorporation, vacancies arising through death,
resignation, removal, an increase in the number of directors or otherwise may be
filled only by a majority of the directors then in office, though less than a
quorum, or by a sole remaining director, and the directors so chosen shall hold
office until the next annual election and until their successors are duly
elected and qualified, or until their earlier death, resignation or removal.

                  Section 3.        Duties and Powers. The business and affairs
of the Corporation shall be managed by or under the direction of the Board of
Directors which may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these By-Laws required to be exercised or done by the
stockholders.

                  Section 4.        Meetings. The Board of Directors may hold
meetings, both regular and special, either within or without the State of
Delaware. Regular meetings of the Board of Directors may be held without notice
at such time and at such place as may from time to time be determined by the
Board of Directors. Special meetings of the Board of Directors may be called by
the Chairman, if there be one, the President, or by any director. Notice thereof
stating the place, date and

                                       12



hour of the meeting shall be given to each director either by mail not less than
forty-eight (48) hours before the date of the meeting, by telephone or telegram
on twenty-four (24) hours' notice, or on such shorter notice as the person or
persons calling such meeting may deem necessary or appropriate in the
circumstances.

                  Section 5.        Organization. At each meeting of the Board
of Directors, the Chairman of the Board of Directors, or, in his or her absence,
a director chosen by a majority of the directors present, shall act as chairman.
The Secretary of the Corporation shall act as secretary at each meeting of the
Board of Directors. In case the Secretary shall be absent from any meeting of
the Board of Directors, an Assistant Secretary shall perform the duties of
secretary at such meeting; and in the absence from any such meeting of the
Secretary and all the Assistant Secretaries, the chairman of the meeting may
appoint any person to act as secretary of the meeting.

                  Section 6.        Resignations and Removals of Directors. Any
director of the Corporation may resign at any time, by giving notice in writing
to the Chair man of the Board of Directors, the President or the Secretary of
the Corporation. Such resignation shall take effect at the time therein
specified or, if no time is specified, immediately; and, unless otherwise
specified in such notice, the acceptance of such resignation shall not be
necessary to make it effective. Except as otherwise required by applicable law
and subject to the rights, if any, of the holders of shares of preferred stock
then outstanding, any director or the entire Board of Directors may be

                                       13



removed from office at any time by the affirmative vote of the holders of at
least a majority in voting power of the issued and outstanding capital stock of
the Corporation entitled to vote in the election of directors.

                  Section 7.        Quorum. Except as otherwise required by law
or the Certificate of Incorporation, at all meetings of the Board of Directors,
a majority of the entire Board of Directors shall constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting of the time and
place of the adjourned meeting, until a quorum shall be present.

                  Section 8.        Actions of the Board by Written Consent.
Unless otherwise provided in the Certificate of Incorporation or these By-Laws,
any action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting, if all the
members of the Board of Directors or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors or committee.

                                       14



                  Section 9.        Meetings by Means of Conference Telephone.
Unless otherwise provided in the Certificate of Incorporation or these By-Laws,
members of the Board of Directors of the Corporation, or any committee thereof,
may participate in a meeting of the Board of Directors or such committee by
means of a conference telephone or other communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this Section 9 shall constitute presence
in person at such meeting.

                  Section 10.       Committees. The Board of Directors may
designate one or more committees, each committee to consist of one or more of
the directors of the Corporation. The Board of Directors may designate one or
more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of any such committee. In the absence or
disqualification of a member of a committee, and in the absence of a designation
by the Board of Directors of an alternate member to replace the absent or
disqualified member, the member or members thereof present at any meeting and
not disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any absent or disqualified member. Any committee,
to the extent permitted by law and provided in the resolution establishing such
committee, shall have and may exercise all the powers and authority of the Board
of Directors in the management of

                                       15



the business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it. Each committee
shall keep regular minutes and report to the Board of Directors when required.

                  Section 11.       Compensation. The directors may be paid
their expenses, if any, of attendance at each meeting of the Board of Directors
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary for service as director, payable in cash or
securities. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for service
as committee members.

                  Section 12.       Interested Directors. No contract or
transaction between the Corporation and one or more of its directors or
officers, or between the Corporation and any other corporation, partnership,
association or other organization in which one or more of its directors or
officers are directors or officers or have a financial interest, shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board of Directors or committee
thereof which authorizes the contract or transaction, or solely because any such
director's or officer's vote is counted for such purpose if: (i) the material
facts as to the director's or officer's relationship or interest and as to the
contract or transaction are disclosed or are known to the Board of Directors or
the

                                       16



committee, and the Board of Directors or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or (ii) the material facts as to the director's or officer's
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders;
or (iii) the contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified by the Board of Directors, a commit-
tee thereof or the stockholders. Common or interested directors may be counted
in determining the presence of a quorum at a meeting of the Board of Directors
or of a committee which authorizes the contract or transaction.

                                   ARTICLE IV

                                    OFFICERS

                  Section 1.        General. The officers of the Corporation
shall be chosen by the Board of Directors and shall be a President, a Secretary
and a Treasurer. The Board of Directors, in its discretion, also may choose a
Chairman of the Board of Directors (who must be a director) and one or more Vice
Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any
number of offices may be held by the same person, unless otherwise prohibited by
law, the Certificate

                                       17



of Incorporation or these By-Laws. The officers of the Corporation need not be
stockholders of the Corporation nor, except in the case of the Chairman of the
Board of Directors, need such officers be directors of the Corporation.

                  Section 2.        Election. The Board of Directors, at its
first meeting held after each Annual Meeting of Stockholders (or action by
written consent of stockholders in lieu of the Annual Meeting of Stockholders),
shall elect the officers of the Corporation who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors; and each officer of the
Corporation shall hold office until such officer's successor is elected and
qualified, or until such officer's earlier death, resignation or removal. Any
officer elected by the Board of Directors may be removed at any time by the
Board of Directors. Any vacancy occurring in any office of the Corporation shall
be filled by the Board of Directors. The salaries of all officers of the
Corporation shall be fixed by the Board of Directors.

                  Section 3.        Voting Securities Owned by the Corporation.
Powers of attorney, proxies, waivers of notice of meeting, consents and other
instruments relating to securities owned by the Corporation may be executed in
the name of and on behalf of the Corporation by the President or any Vice
President or any other officer authorized to do so by the Board of Directors and
any such officer may, in the name of and on behalf of the Corporation, take all
such action as any such officer

                                       18



may deem advisable to vote in person or by proxy at any meeting of security
holders of any corporation in which the Corporation may own securities and at
any such meeting shall possess and may exercise any and all rights and power
incident to the ownership of such securities and which, as the owner thereof,
the Corporation might have exercised and possessed if present. The Board of
Directors may, by resolution, from time to time confer like powers upon any
other person or persons.

                  Section 4.        Chairman of the Board of Directors. The
Chairman of the Board of Directors, if there be one, shall preside at all
meetings of the stockholders and of the Board of Directors. The Chairman of the
Board of Directors shall be the Chief Executive Officer of the Corporation,
unless the Board of Directors designates the President as the Chief Executive
Officer, and, except where by law the signature of the President is required,
the Chairman of the Board of Directors shall possess the same power as the
President to sign all contracts, certificates and other instruments of the
Corporation which may be authorized by the Board of Directors. During the
absence or disability of the President, the Chairman of the Board of Directors
shall exercise all the powers and discharge all the duties of the President. The
Chairman of the Board of Directors shall also perform such other duties and may
exercise such other powers as may from time to time be assigned by these By-Laws
or by the Board of Directors.

                                       19



                  Section 5.        President. The President shall, subject
to the control of the Board of Directors and, if there be one, the Chairman of
the Board of Directors, have general supervision of the business of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. The President shall execute all bonds,
mortgages, contracts and other instruments of the Corporation requiring a seal,
under the seal of the Corporation, except where required or permitted by law to
be otherwise signed and executed and except that the other officers of the
Corporation may sign and execute documents when so authorized by these By-Laws,
the Board of Directors or the President. In the absence or disability of the
Chairman of the Board of Directors, or if there be none, the President shall
preside at all meetings of the stockholders and, provided the President is also
a director, the Board of Directors. If there be no Chairman of the Board of
Directors, or if the Board of Directors shall otherwise designate, the President
shall be the Chief Executive Officer of the Corporation. The President shall
also perform such other duties and may exercise such other powers as may from
time to time be assigned to such officer by these By-Laws or by the Board of
Directors.

                  Section 6.        Vice Presidents. At the request of the
President or in the President's absence or in the event of the President's
inability or refusal to act (and if there be no Chairman of the Board of
Directors), the Vice President, or the Vice Presidents if there are more than
one (in the order designated by the Board of

                                       20



Directors), shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. Each Vice President shall perform such other duties and have such
other powers as the Board of Directors from time to time may prescribe. If there
be no Chairman of the Board of Directors and no Vice President, the Board of
Directors shall designate the officer of the Corporation who, in the absence of
the President or in the event of the inability or refusal of the President to
act, shall perform the duties of the President, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the President.

                  Section 7.        Secretary. The Secretary shall attend all
meetings of the Board of Directors and all meetings of the stockholders and
record all the proceedings thereat in a book or books to be kept for that
purpose; the Secretary shall also perform like duties for committees of the
Board of Directors when required. The Secretary shall give, or cause to be
given, notice of all meetings of the stockholders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors, the Chairman of the Board of Directors or the President,
under whose supervision the Secretary shall be. If the Secretary shall be unable
or shall refuse to cause to be given notice of all meetings of the stockholders
and special meetings of the Board of Directors, and if there be no Assistant
Secretary, then either the Board of Directors or the President may choose

                                       21



another officer to cause such notice to be given. The Secretary shall have
custody of the seal of the Corporation and the Secretary or any Assistant
Secretary, if there be one, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by the signature
of the Secretary or by the signature of any such Assistant Secretary. The Board
of Directors may give general authority to any other officer to affix the seal
of the Corporation and to attest to the affixing by such officer's signature.
The Secretary shall see that all books, reports, statements, certificates and
other documents and records required by law to be kept or filed are properly
kept or filed, as the case may be.

                  Section 8.        Treasurer. The Treasurer shall have the
custody of the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Corporation and
shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the Board
of Directors. The Treasurer shall disburse the funds of the Corporation as may
be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all transactions as Treasurer and of the financial condition of the Corporation.
If required by the Board of Directors, the Treasurer shall give the Corporation
a bond in such sum and with such surety or sureties as

                                       22



shall be satisfactory to the Board of Directors for the faithful performance of
the duties of the office of the Treasurer and for the restoration to the
Corporation, in case of the Treasurer's death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in the Treasurer's possession or under the Treasurer's control
belonging to the Corporation.

                  Section 9.        Other Officers. Such other officers as the
Board of Directors may choose shall perform such duties and have such powers as
from time to time may be assigned to them by the Board of Directors. The Board
of Directors may delegate to any other officer of the Corporation the power to
choose such other officers and to prescribe their respective duties and powers.

                                    ARTICLE V

                                      STOCK

                  Section 1.        Form of Certificates. Every holder of stock
in the Corporation shall be entitled to have a certificate signed by, or in the
name of the Corporation (i) by the Chairman of the Board of Directors, or the
President or a Vice President and (ii) by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary of the Corporation,
certifying the number of shares owned by such stockholder in the Corporation.

                                       23



                  Section 2.        Signatures. Any or all of the signatures
on a certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if such person were such officer, transfer agent or registrar at
the date of issue.

                  Section 3.        Lost Certificates. The Board of Directors
may direct a new certificate to be issued in place of any certificate
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate, the Board of Directors may, in its discretion and as
a condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate, or such owner's legal representative, to
advertise the same in such manner as the Board of Directors shall require and/or
to give the Corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the Corporation on account of the alleged
loss, theft or destruction of such certificate or the issuance of such new
certificate.

                  Section 4.        Transfers. Stock of the Corporation shall
be transferable in the manner prescribed by applicable law and in these By-Laws.
Transfers of

                                       24



stock shall be made on the books of the Corporation only by the person named in
the certificate or by such person's attorney lawfully constituted in writing and
upon the surrender of the certificate therefor, properly endorsed for transfer
and payment of all necessary transfer taxes; provided, however, that such
surrender and endorsement or payment of taxes shall not be required in any case
in which the officers of the Corporation shall determine to waive such
requirement. Every certificate exchanged, returned or surrendered to the
Corporation shall be marked "Cancelled," with the date of cancellation, by the
Secretary or Assistant Secretary of the Corporation or the transfer agent
thereof. No transfer of stock shall be valid as against the Corporation for any
purpose until it shall have been entered in the stock records of the Corpora-
tion by an entry showing from and to whom transferred.

                  Section 5.        Dividend Record Date. In order that the
Corporation may determine the stockholders entitled to receive payment of any
dividend or other distribution or allotment of any rights or the stockholders
entitled to exercise any rights in respect of any change, conversion or exchange
of stock, or for the purpose of any other lawful action, the Board of Directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted, and which record date shall be
not more than sixty (60) days prior to such action. If no record date is fixed,
the record date for determining stockholders for

                                       25



any such purpose shall be at the close of business on the day on which the Board
of Directors adopts the resolution relating thereto.

                  Section 6.        Record Owners. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise required
by law.

                  Section 7.        Transfer and Registry Agents. The
Corporation may from time to time maintain one or more transfer offices or
agencies and registry offices or agencies at such place or places as may be
determined from time to time by the Board of Directors.

                                   ARTICLE VI

                                     NOTICES

                  Section 1.        Notices. Whenever written notice is
required by law, the Certificate of Incorporation or these By-Laws, to be given
to any director, member of a committee or stockholder, such notice may be given
by mail, addressed to such director, member of a committee or stockholder, at
such person's address as it

                                       26



appears on the records of the Corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Written notice may also be given personally
or by telegram, telex or cable.

                  Section 2.        Waivers of Notice. Whenever any notice is
required by applicable law, the Certificate of Incorporation or these By-Laws,
to be given to any director, member of a committee or stockholder, a waiver
thereof in writing, signed by the person or persons entitled to notice, whether
before or after the time stated therein, shall be deemed equivalent thereto.
Attendance of a person at a meeting, present in person or represented by proxy,
shall constitute a waiver of notice of such meeting, except where the person
attends the meeting for the express purpose of objecting at the beginning of the
meeting to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any Annual or Special Meeting of Stockholders or any regular or special
meeting of the directors or members of a committee of directors need be
specified in any written waiver of notice unless so required by law, the
Certificate of Incorporation or these By-Laws.

                                       27



                                   ARTICLE VII

                               GENERAL PROVISIONS

                  Section 1.        Dividends. Dividends upon the capital
stock of the Corporation, subject to the requirements of the General Corporation
Law of the State of Delaware (the "DGCL") and the provisions of the Certificate
of Incorporation, if any, may be declared by the Board of Directors at any
regular or special meeting of the Board of Directors (or any action by written
consent in lieu thereof in accordance with Section 8 of Article III hereof), and
may be paid in cash, in property, or in shares of the Corporation's capital
stock. Before payment of any dividend, there may be set aside out of any funds
of the Corporation available for dividends such sum or sums as the Board of
Directors from time to time, in its absolute discretion, deems proper as a
reserve or reserves to meet contingencies, or for purchasing any of the shares
of capital stock, warrants, rights, options, bonds, debentures, notes, scrip or
other securities or evidences of indebtedness of the Corporation, or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for any proper purpose, and the Board of Directors may modify or
abolish any such reserve.

                  Section 2.        Disbursements. All checks or demands for
money and notes of the Corporation shall be signed by such officer or officers
or such other person or persons as the Board of Directors may from time to time
designate.

                                       28



                  Section 3.        Fiscal Year. The fiscal year of the
Corporation shall be fixed by resolution of the Board of Directors.

                  Section 4.        Corporate Seal. The corporate seal shall
have inscribed thereon the name of the Corporation, the year of its organization
and the words "Corporate Seal, Delaware". The seal may be used by causing it or
a facsimile thereof to be impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                 INDEMNIFICATION

                  Section 1.        Power to Indemnify in Actions, Suits or
Proceedings other than Those by or in the Right of the Corporation. Subject to
Section 3 of this Article VIII, the Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Corporation),
by reason of the fact that such person is or was a director or officer of the
Corporation, or is or was a director or officer of the Corporation serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such

                                       29



action, suit or proceeding if such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which such
person reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that such person's conduct was unlawful.

                  Section 2.        Power to Indemnify in Actions, Suits or
Proceedings by or in the Right of the Corporation. Subject to Section 3 of this
Article VIII, the Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment in
its favor by reason of the fact that such person is or was a director or officer
of the Corporation, or is or was a director or officer of the Corporation
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with the defense or settlement of such
action

                                       30



or suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Corporation; except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery of the State of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

                  Section 3.        Authorization of Indemnification. Any
indemnification under this Article VIII (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the present or former director or officer
is proper in the circumstances because such person has met the applicable
standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as
the case may be. Such determination shall be made, with respect to a person who
is a director or officer at the time of such determination, (i) by a majority
vote of the directors who are not parties to such action, suit or proceeding,
even though less than a quorum, or (ii) by a committee of such directors
designated by a majority vote of such directors, even though less than a quorum,
or (iii) if there are no such directors, or if such directors so direct, by
independent legal

                                       31



counsel in a written opinion or (iv) by the stockholders. Such determination
shall be made, with respect to former directors and officers, by any person or
persons having the authority to act on the matter on behalf of the Corporation.
To the extent, however, that a present or former director or officer of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding described above, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith, without the necessity of authorization in the specific case.

                  Section 4.        Good Faith Defined. For purposes of any
determination under Section 3 of this Article VIII, a person shall be deemed to
have acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the Corporation, or, with respect to
any criminal action or proceeding, to have had no reasonable cause to believe
such person's conduct was unlawful, if such person's action is based on the
records or books of account of the Corporation or another enterprise, or on
information supplied to such person by the officers of the Corporation or
another enterprise in the course of their duties, or on the advice of legal
counsel for the Corporation or another enterprise or on information or records
given or reports made to the Corporation or another enterprise by an independent
certified public accountant or by an appraiser or other expert selected

                                       32



with reasonable care by the Corporation or another enterprise. The provisions of
this Section 4 shall not be deemed to be exclusive or to limit in any way the
circumstances in which a person may be deemed to have met the applicable
standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as
the case may be.

                  Section 5.        Indemnification by a Court. Notwithstanding
any contrary determination in the specific case under Section 3 of this Article
VIII, and notwithstanding the absence of any determination thereunder, any
director or officer may apply to the Court of Chancery of the State of Delaware
or any other court of competent jurisdiction in the State of Delaware for
indemnification to the extent otherwise permissible under Section 1 or Section 2
of this Article VIII. The basis of such indemnification by a court shall be a
determination by such court that indemnification of the director or officer is
proper in the circumstances because such person has met the applicable standard
of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case
may be. Neither a contrary determination in the specific case under Section 3 of
this Article VIII nor the absence of any determination thereunder shall be a
defense to such application or create a presumption that the director or officer
seeking indemnification has not met any applicable standard of conduct. Notice
of any application for indemnification pursuant to this Section 5 shall be given
to the Corporation promptly upon the filing of such application. If successful,

                                       33



in whole or in part, the director or officer seeking indemnification shall also
be entitled to be paid the expense of prosecuting such application.

                  Section 6.        Expenses Payable in Advance. Expenses
(including attorneys' fees) incurred by a director or officer in defending any
civil, criminal, administrative or investigative action, suit or proceeding
shall be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified by the Corporation
as authorized in this Article VIII. Such expenses (including attorneys' fees)
incurred by former directors and officers or other employees and agents may be
so paid upon such terms and conditions, if any, as the Corporation deems
appropriate.

                  Section 7.        Nonexclusivity of Indemnification and
Advancement of Expenses. The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article VIII shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under the Certificate of Incorporation,
these By-Laws, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as to action
in another capacity while holding such office, it being the policy of the
Corporation that indemnification of the persons specified in

                                       34



Section 1 and Section 2 of this Article VIII shall be made to the fullest extent
permitted by law. The provisions of this Article VIII shall not be deemed to
preclude the indemnification of any person who is not specified in Section 1 or
Section 2 of this Article VIII but whom the Corporation has the power or
obligation to indemnify under the provisions of the DGCL, or otherwise.

                  Section 8.        Insurance. The Corporation may purchase
and maintain insurance on behalf of any person who is or was a director or
officer of the Corporation, or is or was a director or officer of the
Corporation serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against such person and incurred
by such person in any such capacity, or arising out of such person's status as
such, whether or not the Corporation would have the power or the obligation to
indemnify such person against such liability under the provisions of this
Article VIII.

                  Section 9.        Certain Definitions. For purposes of this
Article VIII, references to "the Corporation" shall include, in addition to the
resulting corporation, any constituent corporation (including any constituent of
a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors or officers, so that any person who is or was a director or officer of
such constituent corporation, or is or was a director

                                       35



or officer of such constituent corporation serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Article VIII with respect to
the resulting or surviving corporation as such person would have with respect to
such constituent corporation if its separate existence had continued. The term
"another enterprise" as used in this Article VIII shall mean any other
corporation or any partnership, joint venture, trust, employee benefit plan or
other enterprise of which such person is or was serving at the request of the
Corporation as a director, officer, employee or agent. For purposes of this
Article VIII, references to "fines" shall include any excise taxes assessed on a
person with respect to an employee benefit plan; and references to "serving at
the request of the Corporation" shall include any service as a director,
officer, employee or agent of the Corporation which imposes duties on, or
involves services by, such director or officer with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner such person reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the Corporation"
as referred to in this Article VIII.

                  Section 10.       Survival of Indemnification and Advancement
of Expenses. The indemnification and advancement of expenses provided by, or

                                       36



granted pursuant to, this Article VIII shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director
or officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.

                  Section 11.       Limitation on Indemnification.
Notwithstanding anything contained in this Article VIII to the contrary, except
for proceedings to enforce rights to indemnification (which shall be governed by
Section 5 of this Article VIII), the Corporation shall not be obligated to
indemnify any director or officer (or his or her heirs, executors or personal or
legal representatives) or advance expenses in connection with a proceeding (or
part thereof) initiated by such person unless such proceeding (or part thereof)
was authorized or consented to by the Board of Directors of the Corporation.

                  Section 12.       Indemnification of Employees and Agents.
The Corporation may, to the extent authorized from time to time by the Board of
Directors, provide rights to indemnification and to the advancement of expenses
to employees and agents of the Corporation similar to those conferred in this
Article VIII to directors and officers of the Corporation.

                                       37



                                   ARTICLE IX

                                   AMENDMENTS

                  Section 1.        Amendments. These By-Laws may be altered,
amended or repealed, in whole or in part, or new By-Laws may be adopted by the
stockholders or by the Board of Directors; provided, however, that notice of
such alteration, amendment, repeal or adoption of new By-Laws be contained in
the notice of such meeting of the stockholders or Board of Directors, as the
case may be. All such amendments must be approved by either the holders of a
majority of the outstanding capital stock entitled to vote thereon or by a
majority of the entire Board of Directors then in office.

                  Section 2.        Entire Board of Directors. As used in
this Article IX and in these By-Laws generally, the term "entire Board of
Directors" means the total number of directors which the Corporation would have
if there were no vacancies.

                                      * * *
Adopted as of:  April 17, 2003

                                       38

EX-3.9

                                                                     EXHIBIT 3.9

                          CERTIFICATE OF INCORPORATION

                                       OF

                      HLI POWERTRAIN HOLDING COMPANY, INC.

                  FIRST: The name of the Corporation is HLI Powertrain Holding
Company, Inc. (hereinafter the "Corporation").

                  SECOND: The address of the registered office of the
Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, in the
City of Wilmington, County of New Castle. The name of its registered agent at
that address is Corporation Service Company.

                  THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which a corporation may be organized under the
General Corporation Law of the State of Delaware as set forth in Title 8 of the
Delaware Code (the "GCL").

                  FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is 1,000 shares of Common Stock, each
having a par value of $.01.

                  FIFTH: The name and mailing address of the Sole Incorporator
is as follows:



     Name                                             Address
     ----                                             -------
                                            
Deborah M. Reusch                              P.O. Box 636
                                               Wilmington, DE  19899


                  SIXTH: The following provisions are inserted for the
management of the business and the conduct of the affairs of the Corporation,
and for further definition, limitation and regulation of the powers of the
Corporation and of its directors and stockholders:

         (1) The business and affairs of the Corporation shall be managed by or
         under the direction of the Board of Directors.

         (2) The directors shall have concurrent power with the stockholders to
         make, alter, amend, change, add to or repeal the By-Laws of the
         Corporation.



         (3) The number of directors of the Corporation shall be as from time to
         time fixed by, or in the manner provided in, the By-Laws of the
         Corporation. Election of directors need not be by written ballot unless
         the By-Laws so provide.

         (4) No director shall be personally liable to the Corporation or any of
         its stockholders for monetary damages for breach of fiduciary duty as a
         director, except for liability (i) for any breach of the director's
         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) pursuant to Section 174 of the
         Delaware General Corporation Law or (iv) for any transaction from which
         the director derived an improper personal benefit. Any repeal or
         modification of this Article SIXTH by the stockholders of the
         Corporation shall not adversely affect any right or protection of a
         director of the Corporation existing at the time of such repeal or
         modification with respect to acts or omissions occurring prior to such
         repeal or modification.

         (5) In addition to the powers and authority hereinbefore or by statute
         expressly conferred upon them, the directors are hereby empowered to
         exercise all such powers and do all such acts and things as may be
         exercised or done by the Corporation, subject, nevertheless, to the
         provisions of the GCL, this Certificate of Incorporation, and any
         By-Laws adopted by the stockholders; provided, however, that no By-Laws
         hereafter adopted by the stockholders shall invalidate any prior act of
         the directors which would have been valid if such By-Laws had not been
         adopted.

                  SEVENTH: The Corporation shall indemnify its directors and
officers to the fullest extent authorized or permitted by law, as now or
hereafter in effect, and such right to indemnification shall continue as to a
person who has ceased to be a director or officer of the Corporation and shall
inure to the benefit of his or her heirs, executors and personal and legal
representatives; provided, however, that, except for proceedings to enforce
rights to indemnification, the Corporation shall not be obligated to indemnify
any director or officer (or his or her heirs, executors or personal or legal
representatives) in connection with a proceeding (or part thereof) initiated by
such person unless such proceeding (or part thereof) was authorized or consented
to by the Board of Directors. The right to indemnification conferred by this
Article SEVENTH shall include the right to be paid by the Corporation the
expenses incurred in defending or otherwise participating in any proceeding in
advance of its final disposition.

                  The Corporation may, to the extent authorized from time to
time by the Board of Directors, provide rights to indemnification and to the
advancement of expenses to employees and agents of the Corporation similar to
those conferred in this Article SEVENTH to directors and officers of the
Corporation.

                                       2



                  The rights to indemnification and to the advance of expenses
conferred in this Article SEVENTH shall not be exclusive of any other right
which any person may have or hereafter acquire under this Certificate of
Incorporation, the By-Laws of the Corporation, any statute, agreement, vote of
stockholders or disinterested directors or otherwise.

                  Any repeal or modification of this Article SEVENTH by the
stockholders of the Corporation shall not adversely affect any rights to
indemnification and to the advancement of expenses of a director or officer of
the Corporation existing at the time of such repeal or modification with respect
to any acts or omissions occurring prior to such repeal or modification.

                  EIGHTH: Meetings of stockholders may be held within or without
the State of Delaware, as the By-Laws may provide. The books of the Corporation
may be kept (subject to any provision contained in the GCL) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the Corporation.

                  NINTH: 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.

                            [SIGNATURE PAGE FOLLOWS]

                                       3



                  I, THE UNDERSIGNED, being the Sole Incorporator hereinbefore
named, for the purpose of forming a corporation pursuant to the GCL, do make
this Certificate, hereby declaring and certifying that this is my act and deed
and the facts herein stated are true, and accordingly have hereunto set my hand
this 17th day of April, 2003.

                                                 /s/ Deborah M. Reusch
                                                 -------------------------------
                                                 Deborah M. Reusch
                                                 Sole Incorporator

                                       4

EX-3.10

                                                                    EXHIBIT 3.10

                                     BY-LAWS

                                       OF

                      HLI POWERTRAIN HOLDING COMPANY, INC.

                             A Delaware Corporation

                            Effective April 17, 2003



                                TABLE OF CONTENTS



                                                                                                       PAGE
                                                                                                       ----
                                                                                                    
                                              ARTICLE I
                                               OFFICES

Section 1.        Registered Office................................................................      1
Section 2.        Other Offices....................................................................      1

                                             ARTICLE II
                                      MEETINGS OF STOCKHOLDERS

Section 1.        Place of Meetings................................................................      2
Section 2.        Annual Meetings..................................................................      2
Section 3.        Special Meetings.................................................................      2
Section 4.        Notice...........................................................................      3
Section 5.        Adjournments.....................................................................      3
Section 6.        Quorum...........................................................................      4
Section 7.        Voting...........................................................................      5
Section 8.        Proxies..........................................................................      6
Section 9.        Consent of Stockholders in Lieu of Meeting.......................................      8
Section 10.       List of Stockholders Entitled to Vote............................................      9
Section 11.       Record Date......................................................................     10
Section 12.       Stock Ledger.....................................................................     12
Section 13.       Conduct of Meetings..............................................................     12
Section 14.       Inspectors of Election...........................................................     13

                                             ARTICLE III
                                              DIRECTORS

Section 1.        Number and Election of Directors.................................................     14
Section 2.        Vacancies........................................................................     15
Section 3.        Duties and Powers................................................................     15
Section 4.        Meetings.........................................................................     15
Section 5.        Organization.....................................................................     16
Section 6.        Resignations and Removals of Directors...........................................     16
Section 7.        Quorum...........................................................................     17


                                       i



                                                                                                     
Section 8.        Actions of the Board by Written Consent..........................................     18
Section 9.        Meetings by Means of Conference Telephone........................................     18
Section 10.       Committees.......................................................................     19
Section 11.       Compensation.....................................................................     20
Section 12.       Interested Directors.............................................................     20

                                             ARTICLE IV
                                              OFFICERS

Section 1.        General..........................................................................     21
Section 2.        Election.........................................................................     22
Section 3.        Voting Securities Owned by the Corporation.......................................     22
Section 4.        Chairman of the Board of Directors...............................................     23
Section 5.        President........................................................................     24
Section 6.        Vice Presidents..................................................................     24
Section 7.        Secretary........................................................................     25
Section 8.        Treasurer........................................................................     26
Section 9.        Assistant Secretaries............................................................     27
Section 10.       Assistant Treasurers.............................................................     27
Section 11.       Other Officers...................................................................     28

                                              ARTICLE V
                                                STOCK

Section 1.        Form of Certificates.............................................................     28
Section 2.        Signatures.......................................................................     29
Section 3.        Lost Certificates................................................................     29
Section 4.        Transfers........................................................................     29
Section 5.        Dividend Record Date.............................................................     30
Section 6.        Record Owners....................................................................     31
Section 7.        Transfer and Registry Agents.....................................................     31

                                             ARTICLE VI
                                               NOTICES

Section 1.        Notices..........................................................................     31
Section 2.        Waivers of Notice................................................................     32



                                      ii



                                                                                                     
                                              ARTICLE VII
                                           GENERAL PROVISIONS

Section 1.        Dividends........................................................................     33
Section 2.        Disbursements....................................................................     33
Section 3.        Fiscal Year......................................................................     34
Section 4.        Corporate Seal...................................................................     34

                                            ARTICLE VIII
                                           INDEMNIFICATION

Section 1.        Power to Indemnify in Actions, Suits or Proceedings
                  other than Those by or in the Right of the Corporation...........................     34
Section 2.        Power to Indemnify in Actions, Suits or Proceedings
                  by or in the Right of the Corporation............................................     35
Section 3.        Authorization of Indemnification.................................................     36
Section 4.        Good Faith Defined...............................................................     37
Section 5.        Indemnification by a Court.......................................................     38
Section 6.        Expenses Payable in Advance......................................................     39
Section 7.        Nonexclusivity of Indemnification and Advancement of Expenses....................     39
Section 8.        Insurance........................................................................     40
Section 9.        Certain Definitions..............................................................     40
Section 10.       Survival of Indemnification and Advancement of Expenses..........................     42
Section 11.       Limitation on Indemnification....................................................     42
Section 12.       Indemnification of Employees and Agents..........................................     42

                                             ARTICLE IX
                                             AMENDMENTS

Section 1.        Amendments.......................................................................     43
Section 2.        Entire Board of Directors........................................................     43



                                      iii



                                     BY-LAWS

                                       OF

                      HLI POWERTRAIN HOLDING COMPANY, INC.

                     (hereinafter called the "Corporation")

                                    ARTICLE I

                                     OFFICES

                  Section 1.        Registered Office. The registered office of
the Corporation shall be in the City of Wilmington, County of New Castle, State
of Delaware.

                  Section 2.        Other Offices. The Corporation may also have
offices at such other places, both within and without the State of Delaware,  as
the Board of Directors may from time to time determine.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

                  Section 1.        Place of Meetings. Meetings of the
stockholders for the election of directors or for any other purpose shall be
held at such time and place, either within or without the State of Delaware, as
shall be designated from time to time by the Board of Directors.



                  Section 2.        Annual Meetings. The Annual Meeting of
Stockholders for the election of directors shall be held on such date and at
such time as shall be designated from time to time by the Board of Directors.
Any other proper business may be transacted at the Annual Meeting of
Stockholders.

                  Section 3.        Special Meetings. Unless otherwise required
by law or by the certificate of incorporation of the Corporation, as amended and
restated from time to time (the "Certificate of Incorporation"), Special
Meetings of Stockholders, for any purpose or purposes, may be called by either
(i) the Chairman, if there be one, or (ii) the President, (iii) any Vice
President, if there be one, (iv) the Secretary or (v) any Assistant Secretary,
if there be one, and shall be called by any such officer at the request in
writing of (i) the Board of Directors, (ii) a committee of the Board of
Directors that has been duly designated by the Board of Directors and whose
powers and authority include the power to call such meetings or (iii)
stockholders owning a majority of the capital stock of the Corporation issued
and outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting. At a Special Meeting of Stockholders, only
such business shall be conducted as shall be specified in the notice of meeting
(or any supplement thereto).

                  Section 4.        Notice. Whenever stockholders are required
or permitted to take any action at a meeting, a written notice of the meeting
shall be given which shall
                                        2



state the place, date and hour of the meeting, and, in the case of a Special
Meeting, the purpose or purposes for which the meeting is called. Unless
otherwise required by law, written notice of any meeting shall be given not less
than ten (10) nor more than sixty (60) days before the date of the meeting to
each stock holder entitled to notice of and to vote at such meeting.

                  Section 5.        Adjournments. Any meeting of the
stockholders may be adjourned from time to time to reconvene at the same or some
other place, and notice need not be given of any such adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting, the Corporation may transact any business which
might have been trans acted at the original meeting. If the adjournment is for
more than thirty (30) days, or if after the adjournment a new record date is
fixed for the adjourned meeting, notice of the adjourned meeting in accordance
with the requirements of Section 4 hereof shall be given to each stockholder of
record entitled to notice of and to vote at the meeting.

                  Section 6.        Quorum. Unless otherwise required by
applicable law or the Certificate of Incorporation, the holders of a majority of
the Corporation's capital stock issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum at
all meetings of the stockholders for the transaction of business. A quorum, once
established, shall not be broken by the withdrawal of enough

                                        3



votes to leave less than a quorum. If, however, such quorum shall not be present
or represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, in the manner provided in Section 5
hereof, until a quorum shall be present or represented.

                  Section 7.        Voting. Unless otherwise required by law,
the Certificate of Incorporation or these By-Laws, any question brought before
any meeting of the stockholders, other than the election of directors, shall be
decided by the vote of the holders of a majority of the total number of votes of
the Corporation's capital stock represented and entitled to vote thereat, voting
as a single class. Unless otherwise provided in the Certificate of
Incorporation, and subject to Section 11(a) of this Article II, each stockholder
represented at a meeting of the stockholders shall be entitled to cast one (1)
vote for each share of the capital stock entitled to vote thereat held by such
stockholder. Such votes may be cast in person or by proxy as provided in Section
8 of this Article II. The Board of Directors, in its discretion, or the officer
of the Corporation presiding at a meeting of the stockholders, in such officer's
discretion, may require that any votes cast at such meeting shall be cast by
written ballot.

                  Section 8.        Proxies. Each stockholder entitled to vote
at a meeting of the stockholders or to express consent or dissent to corporate
action in writing without a

                                        4



meeting may authorize another person or persons to act for such stock holder as
proxy, but no such proxy shall be voted upon after three years from its date,
unless such proxy provides for a longer period. Without limiting the manner in
which a stockholder may authorize another person or persons to act for such
stock holder as proxy, the following shall constitute a valid means by which a
stockholder may grant such authority:

                  (i) A stockholder may execute a writing authorizing another
         person or persons to act for such stockholder as proxy. Execution may
         be accomplished by the stockholder or such stockholder's authorized
         officer, director, employee or agent signing such writing or causing
         such person's signature to be affixed to such writing by any reasonable
         means, including, but not limited to, by facsimile signature.

                  (ii) A stockholder may authorize another person or persons to
         act for such stockholder as proxy by transmitting or authorizing the
         transmission of a telegram or cablegram to the person who will be the
         holder of the proxy or to a proxy solicitation firm, proxy support
         service organization or like agent duly authorized by the person who
         will be the holder of the proxy to receive such telegram or cablegram,
         provided that any such telegram or cablegram must either set forth or
         be submitted with information from which it can be determined that the
         telegram or cablegram was authorized by the stockholder. If it is
         determined that

                                        5



         such telegrams or cablegrams are valid, the inspectors or, if there are
         no inspectors, such other persons making that determination shall
         specify the information on which they relied.

Any copy, facsimile telecommunication or other reliable reproduction of the
writing, telegram or cablegram authorizing another person or persons to act as
proxy for a stockholder may be substituted or used in lieu of the original
writing, telegram or cablegram for any and all purposes for which the original
writing, telegram or cablegram could be used; provided, however, that such copy,
facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing, telegram or cablegram.

                  Section 9.        Consent of Stockholders in Lieu of Meeting.
Unless otherwise provided in the Certificate of Incorporation, any action
required or permitted to be taken at any Annual or Special Meeting of
Stockholders of the Corporation may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted and shall be delivered to the Corporation by delivery to
its registered office in the State of Delaware, its principal place of business,
or an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of the stockholders are

                                        6



recorded. Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested. Every written
consent shall bear the date of signature of each stockholder who signs the
consent and no written consent shall be effective to take the corporate action
referred to therein unless, within sixty (60) days of the earliest dated consent
delivered in the manner required by this Section 9 to the Corporation, written
consents signed by a sufficient number of holders to take action are delivered
to the Corporation by delivery to its registered office in the State of
Delaware, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of the
stockholders are recorded. Any copy, facsimile or other reliable reproduction of
a consent in writing may be substituted or used in lieu of the original writing
for any and all purposes for which the original writing could be used, provided
that such copy, facsimile or other reproduction shall be a complete reproduction
of the entire original writing. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing and who, if the action
had been taken at a meeting, would have been entitled to notice of the meeting
if the record date for such meeting had been the date that written consents
signed by a sufficient number of holders to take the action were delivered to
the Corporation as provided above in this Section 9.

                                        7



                  Section 10.       List of Stockholders Entitled to Vote. The
officer of the Corporation who has charge of the stock ledger of the Corporation
shall prepare and make, at least ten (10) days before every meeting of the
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting (i) either at a place within the city where
the meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held
or (ii) during ordinary business hours, at the principal place of business of
the Corporation. The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

                  Section 11.       Record Date.

                  (a)      In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of the stockholders
or any adjournment thereof, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date shall
not be more than sixty (60) nor less than ten (10)

                                        8



days before the date of such meeting. If no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice of or
to vote at a meeting of the stockholders shall be at the close of business on
the day next preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day next preceding the day on which the
meeting is held. A determination of stockholders of record entitled to notice of
or to vote at a meeting of the stockholders shall apply to any adjournment of
the meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

                  (b)      In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors, and which record date shall not be more than ten (10)
days after the date upon which the resolution fixing the record date is adopted
by the Board of Directors. If no record date has been fixed by the Board of
Directors, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is required by applicable law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation by delivery to its registered office in the State
of Delaware, its principal place of

                                        9



business, or an officer or agent of the Corporation having custody of the book
in which proceedings of meetings of the stockholders are recorded. Delivery made
to the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the Board of Directors and prior action by the Board of Directors is required by
applicable law, the record date for determining stockholders entitled to consent
to corporate action in writing without a meeting shall be at the close of
business on the day on which the Board of Directors adopts the resolution taking
such prior action.

                  Section 12.       Stock Ledger. The stock ledger of the
Corporation shall be the only evidence as to who are the stockholders entitled
to examine the stock ledger, the list required by Section 10 of this Article II
or the books of the Corporation, or to vote in person or by proxy at any meeting
of the stockholders.

                  Section 13.       Conduct of Meetings. The Board of Directors
of the Corporation may adopt by resolution such rules and regulations for the
conduct of any meeting of the stockholders as it shall deem appropriate. Except
to the extent inconsistent with such rules and regulations as adopted by the
Board of Directors, the chairman of any meeting of the stockholders shall have
the right and authority to prescribe such rules, regulations and procedures and
to do all such acts as, in the judgment of such chairman, are appropriate for
the proper conduct of the meeting. Such rules, regulations or proce-

                                       10



dures, whether adopted by the Board of Directors or prescribed by the chairman
of the meeting, may include, without limitation, the following: (i) the
establishment of an agenda or order of business for the meeting; (ii) the
determination of when the polls shall open and close for any given matter to be
voted on at the meeting; (iii) rules and procedures for maintaining order at the
meeting and the safety of those present; (iv) limitations on attendance at or
participation in the meeting to stockholders of record of the Corporation,
their duly authorized and constituted proxies or such other persons as the
chairman of the meeting shall determine; (v) restrictions on entry to the
meeting after the time fixed for the commencement thereof; and (vi) limitations
on the time allotted to questions or comments by participants.

                                   ARTICLE III

                                    DIRECTORS

                  Section 1.        Number and Election of Directors. The Board
of Directors shall consist of not less than one nor more than fifteen members,
the exact number of which shall initially be fixed by the Incorporator and
thereafter from time to time by the Board of Directors. Except as provided in
Section 2 of this Article III, directors shall be elected by a plurality of the
votes cast at each Annual Meeting of Stockholders and each director so elected
shall hold office until the next Annual Meeting of Stockholders

                                       11



and until such director's successor is duly elected and qualified, or until such
director's earlier death, resignation or removal. Directors need not be
stockholders.

                  Section 2.        Vacancies. Unless otherwise required by law
or the Certificate of Incorporation, vacancies arising through death,
resignation, removal, an increase in the number of directors or otherwise may be
filled only by a majority of the directors then in office, though less than a
quorum, or by a sole remaining director, and the directors so chosen shall hold
office until the next annual election and until their successors are duly
elected and qualified, or until their earlier death, resignation or removal.

                  Section 3.        Duties and Powers. The business and affairs
of the Corporation shall be managed by or under the direction of the Board of
Directors which may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these By-Laws required to be exercised or done by the
stockholders.

                  Section 4.        Meetings. The Board of Directors may hold
meetings, both regular and special, either within or without the State of
Delaware. Regular meetings of the Board of Directors may be held without notice
at such time and at such place as may from time to time be determined by the
Board of Directors. Special meetings of the Board of Directors may be called by
the Chairman, if there be one, the President, or by any director. Notice thereof
stating the place, date and hour of the meeting shall be given

                                       12



to each director either by mail not less than forty-eight (48) hours before the
date of the meeting, by telephone or telegram on twenty-four (24) hours'
notice, or on such shorter notice as the person or persons calling such meeting
may deem necessary or appropriate in the circumstances.

                  Section 5.        Organization. At each meeting of the
Board of Directors, the Chairman of the Board of Directors, or, in his or her
absence, a director chosen by a majority of the directors present, shall act as
chairman. The Secretary of the Corporation shall act as secretary at each
meeting of the Board of Directors. In case the Secretary shall be absent from
any meeting of the Board of Directors, an Assistant Secretary shall perform the
duties of secretary at such meeting; and in the absence from any such meeting of
the Secretary and all the Assistant Secretaries, the chairman of the meeting
may appoint any person to act as secretary of the meeting.

                  Section 6.        Resignations and Removals of Directors. Any
director of the Corporation may resign at any time, by giving notice in writing
to the Chair man of the Board of Directors, the President or the Secretary of
the Corporation. Such resignation shall take effect at the time therein
specified or, if no time is specified, immediately; and, unless otherwise
specified in such notice, the acceptance of such resignation shall not be
necessary to make it effective. Except as otherwise required by applicable law
and subject to the rights, if any, of the holders of shares of preferred stock
then outstanding,

                                       13



any director or the entire Board of Directors may be removed from office at any
time by the affirmative vote of the holders of at least a majority in voting
power of the issued and outstanding capital stock of the Corporation entitled
to vote in the election of directors.

                  Section 7.        Quorum. Except as otherwise required by law
or the Certificate of Incorporation, at all meetings of the Board of Directors,
a majority of the entire Board of Directors shall constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting of the time and
place of the adjourned meeting, until a quorum shall be present.

                  Section 8.        Actions of the Board by Written Consent.
Unless otherwise provided in the Certificate of Incorporation or these By-Laws,
any action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting, if all the
members of the Board of Directors or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors or committee.

                  Section 9.        Meetings by Means of Conference Telephone.
Unless otherwise provided in the Certificate of Incorporation or these By-Laws,
members of the

                                       14



Board of Directors of the Corporation, or any committee thereof, may participate
in a meeting of the Board of Directors or such committee by means of a
conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this Section 9 shall constitute presence in person at such
meeting.

                  Section 10.       Committees. The Board of Directors may
designate one or more committees, each committee to consist of one or more of
the directors of the Corporation. The Board of Directors may designate one or
more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of any such committee. In the absence or
disqualification of a member of a committee, and in the absence of a designation
by the Board of Directors of an alternate member to replace the absent or
disqualified member, the member or members thereof present at any meeting and
not disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any absent or disqualified member. Any committee,
to the extent permitted by law and provided in the resolution establishing such
committee, shall have and may exercise all the powers and authority of the Board
of Directors in the management of the business and affairs of the Corporation,
and may

                                       15



authorize the seal of the Corporation to be affixed to all papers which may
require it. Each committee shall keep regular minutes and report to the Board of
Directors when required.

                  Section 11.       Compensation. The directors may be paid
their expenses, if any, of attendance at each meeting of the Board of Directors
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary for service as director, payable in cash or
securities. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for service
as committee members.

                  Section 12.       Interested Directors. No contract or
transaction between the Corporation and one or more of its directors or
officers, or between the Corporation and any other corporation, partnership,
association or other organization in which one or more of its directors or
officers are directors or officers or have a financial interest, shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board of Directors or committee
thereof which authorizes the contract or transaction, or solely because any such
director's or officer's vote is counted for such purpose if: (i) the material
facts as to the director's or officer's relationship or interest and as to the
contract or transaction are disclosed or are known to the Board of Directors or
the committee, and the Board of Directors or committee in good

                                       16



faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (ii) the material facts as to the director's or
officer's relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
stockholders; or (iii) the contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified by the Board of Directors,
a commit tee thereof or the stockholders. Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or transaction.

                                   ARTICLE IV

                                    OFFICERS

                  Section 1.        General. The officers of the Corporation
shall be chosen by the Board of Directors and shall be a President, a Secretary
and a Treasurer. The Board of Directors, in its discretion, also may choose a
Chairman of the Board of Directors (who must be a director) and one or more Vice
Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any
number of offices may be held by the same person, unless otherwise prohibited by
law, the Certificate of Incorporation or these By-

                                       17



Laws. The officers of the Corporation need not be stockholders of the
Corporation nor, except in the case of the Chairman of the Board of Directors,
need such officers be directors of the Corporation.

                  Section 2.        Election. The Board of Directors, at its
first meeting held after each Annual Meeting of Stockholders (or action by
written consent of stockholders in lieu of the Annual Meeting of Stockholders),
shall elect the officers of the Corporation who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors; and each officer of the
Corporation shall hold office until such officer's successor is elected and
qualified, or until such officer's earlier death, resignation or removal. Any
officer elected by the Board of Directors may be removed at any time by the
Board of Directors. Any vacancy occurring in any office of the Corporation shall
be filled by the Board of Directors. The salaries of all officers of the
Corporation shall be fixed by the Board of Directors.

                  Section 3.        Voting Securities Owned by the Corporation.
Powers of attorney, proxies, waivers of notice of meeting, consents and other
instruments relating to securities owned by the Corporation may be executed in
the name of and on behalf of the Corporation by the President or any Vice
President or any other officer authorized to do so by the Board of Directors and
any such officer may, in the name of and on behalf of the Corporation, take all
such action as any such officer may deem advisable to vote in person

                                       18



or by proxy at any meeting of security holders of any corporation in which the
Corporation may own securities and at any such meeting shall possess and may
exercise any and all rights and power incident to the ownership of such
securities and which, as the owner thereof, the Corporation might have exercised
and possessed if present. The Board of Directors may, by resolution, from time
to time confer like powers upon any other person or persons.

                  Section 4.        Chairman of the Board of Directors. The
Chairman of the Board of Directors, if there be one, shall preside at all
meetings of the stockholders and of the Board of Directors. The Chairman of the
Board of Directors shall be the Chief Executive Officer of the Corporation,
unless the Board of Directors designates the President as the Chief Executive
Officer, and, except where by law the signature of the President is required,
the Chairman of the Board of Directors shall possess the same power as the
President to sign all contracts, certificates and other instruments of the
Corporation which may be authorized by the Board of Directors. During the
absence or disability of the President, the Chairman of the Board of Directors
shall exercise all the powers and discharge all the duties of the President. The
Chairman of the Board of Directors shall also perform such other duties and may
exercise such other powers as may from time to time be assigned by these By-Laws
or by the Board of Directors.

                                       19



                  Section 5.        President. The President shall, subject to
the control of the Board of Directors and, if there be one, the Chairman of the
Board of Directors, have general supervision of the business of the Corporation
and shall see that all orders and resolutions of the Board of Directors are
carried into effect. The President shall execute all bonds, mortgages, contracts
and other instruments of the Corporation requiring a seal, under the seal of
the Corporation, except where required or permitted by law to be otherwise
signed and executed and except that the other officers of the Corporation may
sign and execute documents when so authorized by these By-Laws, the Board of
Directors or the President. In the absence or disability of the Chairman of the
Board of Directors, or if there be none, the President shall preside at all
meetings of the stockholders and, provided the President is also a director, the
Board of Directors. If there be no Chairman of the Board of Directors, or if the
Board of Directors shall otherwise designate, the President shall be the Chief
Executive Officer of the Corporation. The President shall also perform such
other duties and may exercise such other powers as may from time to time be
assigned to such officer by these By-Laws or by the Board of Directors.

                  Section 6.        Vice Presidents. At the request of the
President or in the President's absence or in the event of the President's
inability or refusal to act (and if there be no Chairman of the Board of
Directors), the Vice President, or the Vice Presidents if there are more than
one (in the order designated by the Board of Directors), shall perform

                                       20



the duties of the President, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the President. Each Vice President
shall perform such other duties and have such other powers as the Board of
Directors from time to time may prescribe. If there be no Chairman of the Board
of Directors and no Vice President, the Board of Directors shall designate the
officer of the Corporation who, in the absence of the President or in the event
of the inability or refusal of the President to act, shall perform the duties of
the President, and when so acting, shall have all the powers of and be subject
to all the restrictions upon the President.

                  Section 7.        Secretary. The Secretary shall attend all
meetings of the Board of Directors and all meetings of the stockholders and
record all the proceedings thereat in a book or books to be kept for that
purpose; the Secretary shall also perform like duties for committees of the
Board of Directors when required. The Secretary shall give, or cause to be
given, notice of all meetings of the stock holders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors, the Chairman of the Board of Directors or the President,
under whose supervision the Secretary shall be. If the Secretary shall be unable
or shall refuse to cause to be given notice of all meetings of the stockholders
and special meetings of the Board of Directors, and if there be no Assistant
Secretary, then either the Board of Directors or the President may choose
another officer to cause such notice to be given. The Secretary shall

                                       21



have custody of the seal of the Corporation and the Secretary or any Assistant
Secretary, if there be one, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by the signature
of the Secretary or by the signature of any such Assistant Secretary. The Board
of Directors may give general authority to any other officer to affix the seal
of the Corporation and to attest to the affixing by such officer's signature.
The Secretary shall see that all books, reports, statements, certificates and
other documents and records required by law to be kept or filed are properly
kept or filed, as the case may be.

                  Section 8.        Treasurer. The Treasurer shall have the
custody of the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Corporation and
shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the Board
of Directors. The Treasurer shall disburse the funds of the Corporation as may
be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all transactions as Treasurer and of the financial condition of the Corporation.
If required by the Board of Directors, the Treasurer shall give the Corporation
a bond in such sum and with such surety or sureties as shall be satisfactory to
the Board of Directors for the faithful perfor-

                                       22



mance of the duties of the office of the Treasurer and for the restoration to
the Corporation, in case of the Treasurer's death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in the Treasurer's possession or under the Treasurer's control
belonging to the Corporation.

                  Section 9.        Other Officers. Such other officers as the
Board of Directors may choose shall perform such duties and have such powers as
from time to time may be assigned to them by the Board of Directors. The Board
of Directors may delegate to any other officer of the Corporation the power to
choose such other officers and to prescribe their respective duties and powers.

                                    ARTICLE V

                                      STOCK

                  Section 1.        Form of Certificates. Every holder of stock
in the Corporation shall be entitled to have a certificate signed by, or in the
name of the Corporation (i) by the Chairman of the Board of Directors, or the
President or a Vice President and (ii) by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary of the Corporation,
certifying the number of shares owned by such stockholder in the Corporation.

                                       23



                  Section 2.        Signatures. Any or all of the signatures
on a certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if such person were such officer, transfer agent or registrar at
the date of issue.

                  Section 3.        Lost Certificates. The Board of Directors
may direct a new certificate to be issued in place of any certificate
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate, the Board of Directors may, in its discretion and as
a condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate, or such owner's legal representative, to
advertise the same in such manner as the Board of Directors shall require and/or
to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation on account of the
alleged loss, theft or destruction of such certificate or the issuance of such
new certificate.

                  Section 4.        Transfers. Stock of the Corporation shall
be transfer able in the manner prescribed by applicable law and in these
By-Laws. Transfers of stock shall

                                       24



be made on the books of the Corporation only by the person named in the
certificate or by such person's attorney lawfully constituted in writing and
upon the surrender of the certificate therefor, properly endorsed for transfer
and payment of all necessary transfer taxes; provided, however, that such
surrender and endorsement or payment of taxes shall not be required in any case
in which the officers of the Corporation shall determine to waive such
requirement. Every certificate exchanged, returned or surrendered to the
Corporation shall be marked "Cancelled," with the date of cancellation, by the
Secretary or Assistant Secretary of the Corporation or the transfer agent
thereof. No transfer of stock shall be valid as against the Corporation for any
purpose until it shall have been entered in the stock records of the Corpora-
tion by an entry showing from and to whom transferred.

                  Section 5.        Dividend Record Date. In order that the
Corporation may determine the stockholders entitled to receive payment of any
dividend or other distribution or allotment of any rights or the stockholders
entitled to exercise any rights in respect of any change, conversion or exchange
of stock, or for the purpose of any other lawful action, the Board of Directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted, and which record date shall be
not more than sixty (60) days prior to such action. If no record date is fixed,

                                       25



the record date for determining stockholders for any such purpose shall be at
the close of business on the day on which the Board of Directors adopts the
resolution relating thereto.

                  Section 6.        Record Owners. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise required
by law.

                  Section 7.        Transfer and Registry Agents. The
Corporation may from time to time maintain one or more transfer offices or
agencies and registry offices or agencies at such place or places as may be
determined from time to time by the Board of Directors.

                                   ARTICLE VI

                                     NOTICES

                  Section 1.        Notices. Whenever written notice is
required by law, the Certificate of Incorporation or these By-Laws, to be given
to any director, member of a committee or stockholder, such notice may be given
by mail, addressed to such director,

                                       26



member of a committee or stockholder, at such person's address as it appears on
the records of the Corporation, with postage thereon prepaid, and such notice
shall be deemed to be given at the time when the same shall be deposited in the
United States mail. Written notice may also be given personally or by telegram,
telex or cable.

                  Section 2.        Waivers of Notice. Whenever any notice is
required by applicable law, the Certificate of Incorporation or these By-Laws,
to be given to any director, member of a committee or stockholder, a waiver
thereof in writing, signed by the person or persons entitled to notice, whether
before or after the time stated therein, shall be deemed equivalent thereto.
Attendance of a person at a meeting, present in person or represented by proxy,
shall constitute a waiver of notice of such meeting, except where the person
attends the meeting for the express purpose of objecting at the beginning of the
meeting to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any Annual or Special Meeting of Stockholders or any regular or special
meeting of the directors or members of a committee of directors need be
specified in any written waiver of notice unless so required by law, the
Certificate of Incorporation or these By-Laws.

                                       27



                                   ARTICLE VII

                               GENERAL PROVISIONS

                  Section 1.        Dividends. Dividends upon the capital stock
of the Corporation, subject to the requirements of the General Corporation Law
of the State of Delaware (the "DGCL") and the provisions of the Certificate of
Incorporation, if any, may be declared by the Board of Directors at any regular
or special meeting of the Board of Directors (or any action by written consent
in lieu thereof in accordance with Section 8 of Article III hereof), and may be
paid in cash, in property, or in shares of the Corporation's capital stock.
Before payment of any dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Board of Directors
from time to time, in its absolute discretion, deems proper as a reserve or
reserves to meet contingencies, or for purchasing any of the shares of capital
stock, warrants, rights, options, bonds, debentures, notes, scrip or other
securities or evidences of indebtedness of the Corporation, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for any proper purpose, and the Board of Directors may modify or abolish any
such reserve.

                  Section 2.        Disbursements. All checks or demands for
money and notes of the Corporation shall be signed by such officer or officers
or such other person or persons as the Board of Directors may from time to time
designate.

                                       28



                  Section 3.        Fiscal Year. The fiscal year of the
Corporation shall be fixed by resolution of the Board of Directors.

                  Section 4.        Corporate Seal. The corporate seal shall
have in scribed thereon the name of the Corporation, the year of its
organization and the words "Corporate Seal, Delaware". The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.

                                  ARTICLE VIII

                                 INDEMNIFICATION

                  Section 1.        Power to Indemnify in Actions, Suits or
Proceedings other than Those by or in the Right of the Corporation. Subject to
Section 3 of this Article VIII, the Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Corporation),
by reason of the fact that such person is or was a director or officer of the
Corporation, or is or was a director or officer of the Corporation serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such

                                       29



person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reason able cause to believe such person's
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which such person reasonably believed to
be in or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had reasonable cause to believe that such
person's conduct was unlawful.

                  Section 2.        Power to Indemnify in Actions, Suits or
Proceedings by or in the Right of the Corporation. Subject to Section 3 of this
Article VIII, the Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment in
its favor by reason of the fact that such person is or was a director or officer
of the Corporation, or is or was a director or officer of the Corporation
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with the

                                       30



defense or settlement of such action or suit if such person acted in good faith
and in a manner such person reasonably believed to be in or not opposed to the
best interests of the Corporation; except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that the
Court of Chancery of the State of Delaware or the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

                  Section 3.        Authorization of Indemnification. Any
indemnification under this Article VIII (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the present or former director or officer
is proper in the circumstances because such person has met the applicable
standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as
the case may be. Such determination shall be made, with respect to a person who
is a director or officer at the time of such determination, (i) by a majority
vote of the directors who are not parties to such action, suit or proceeding,
even though less than a quorum, or (ii) by a committee of such directors
designated by a majority vote of such directors, even though less than a quorum,
or (iii) if there are no such directors, or if such directors so

                                       31



direct, by independent legal counsel in a written opinion or (iv) by the
stockholders. Such determination shall be made, with respect to former directors
and officers, by any person or persons having the authority to act on the matter
on behalf of the Corporation. To the extent, however, that a present or former
director or officer of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding described above, or in
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection therewith, without the necessity of authorization in
the specific case.

                  Section 4.        Good Faith Defined. For purposes of any
determination under Section 3 of this Article VIII, a person shall be deemed to
have acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the Corporation, or, with respect to
any criminal action or proceeding, to have had no reasonable cause to believe
such person's conduct was unlawful, if such person's action is based on the
records or books of account of the Corporation or another enterprise, or on
information supplied to such person by the officers of the Corporation or
another enterprise in the course of their duties, or on the advice of legal
counsel for the Corporation or another enterprise or on information or records
given or reports made to the Corporation or another enterprise by an independent
certified public accountant or by an appraiser or other expert selected with
reasonable care by the Corporation or another

                                       32



enterprise. The provisions of this Section 4 shall not be deemed to be exclusive
or to limit in any way the circumstances in which a person may be deemed to
have met the applicable standard of conduct set forth in Section 1 or Section 2
of this Article VIII, as the case may be.

                  Section 5.        Indemnification by a Court. Notwithstanding
any contrary determination in the specific case under Section 3 of this Article
VIII, and notwithstanding the absence of any determination thereunder, any
director or officer may apply to the Court of Chancery of the State of Delaware
or any other court of competent jurisdiction in the State of Delaware for
indemnification to the extent otherwise permissible under Section 1 or Section 2
of this Article VIII. The basis of such indemnification by a court shall be a
determination by such court that indemnification of the director or officer is
proper in the circumstances because such person has met the applicable standard
of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case
may be. Neither a contrary determination in the specific case under Section 3 of
this Article VIII nor the absence of any determination thereunder shall be a
defense to such application or create a presumption that the director or officer
seeking indemnification has not met any applicable standard of conduct. Notice
of any application for indemnification pursuant to this Section 5 shall be given
to the Corporation promptly upon the filing of such application. If successful,
in

                                       33




whole or in part, the director or officer seeking indemnification shall also be
entitled to be paid the expense of prosecuting such application.

                  Section 6.        Expenses Payable in Advance. Expenses
(including attorneys' fees) incurred by a director or officer in defending any
civil, criminal, administrative or investigative action, suit or proceeding
shall be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified by the Corporation
as authorized in this Article VIII. Such expenses (including attorneys' fees)
incurred by former directors and officers or other employees and agents may be
so paid upon such terms and conditions, if any, as the Corporation deems
appropriate.

                  Section 7.        Nonexclusivity of Indemnification and
Advancement of Expenses. The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article VIII shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under the Certificate of Incorporation,
these By-Laws, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as to action
in another capacity while holding such office, it being the policy of the
Corporation that indemnification of the persons specified in Section 1 and
Section 2 of this Article VIII

                                       34



shall be made to the fullest extent permitted by law. The provisions of this
Article VIII shall not be deemed to preclude the indemnification of any person
who is not specified in Section 1 or Section 2 of this Article VIII but whom the
Corporation has the power or obligation to indemnify under the provisions of the
DGCL, or otherwise.

                  Section 8.        Insurance. The Corporation may purchase and
maintain insurance on behalf of any person who is or was a director or officer
of the Corporation, or is or was a director or officer of the Corporation
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and incurred by
such person in any such capacity, or arising out of such person's status as
such, whether or not the Corporation would have the power or the obligation to
indemnify such person against such liability under the provisions of this
Article VIII.

                  Section 9.        Certain Definitions. For purposes of this
Article VIII, references to "the Corporation" shall include, in addition to the
resulting corporation, any constituent corporation (including any constituent of
a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors or officers, so that any person who is or was a director or officer of
such constituent corporation, or is or was a director or officer of such
constituent corporation serving at the request of such constituent corporation
as a director,

                                       35



officer, employee or agent of another corporation, partner ship, joint venture,
trust or other enterprise, shall stand in the same position under the provisions
of this Article VIII with respect to the resulting or surviving corporation as
such person would have with respect to such constituent corporation if its
separate existence had continued. The term "another enterprise" as used in this
Article VIII shall mean any other corporation or any partnership, joint venture,
trust, employee benefit plan or other enterprise of which such person is or was
serving at the request of the Corporation as a director, officer, employee or
agent. For purposes of this Article VIII, references to "fines" shall include
any excise taxes assessed on a person with respect to an employee benefit plan;
and references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director or officer with
respect to an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner such person reasonably believed
to be in the interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not opposed to the best
interests of the Corporation" as referred to in this Article VIII.

                  Section 10.       Survival of Indemnification and Advancement
of Expenses. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article VIII shall, unless otherwise provided when
authorized or ratified, continue as to

                                       36



a person who has ceased to be a director or officer and shall inure to the
benefit of the heirs, executors and administrators of such a person.

                  Section 11.       Limitation on Indemnification.
Notwithstanding anything contained in this Article VIII to the contrary, except
for proceedings to enforce rights to indemnification (which shall be governed by
Section 5 of this Article VIII), the Corporation shall not be obligated to
indemnify any director or officer (or his or her heirs, executors or personal or
legal representatives) or advance expenses in connection with a proceeding (or
part thereof) initiated by such person unless such proceeding (or part thereof)
was authorized or consented to by the Board of Directors of the Corporation.

                  Section 12.       Indemnification of Employees and Agents. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, provide rights to indemnification and to the advancement of expenses
to employees and agents of the Corporation similar to those conferred in this
Article VIII to directors and officers of the Corporation.

                                   ARTICLE IX

                                   AMENDMENTS

                  Section 1.        Amendments. These By-Laws may be altered,
amended or repealed, in whole or in part, or new By-Laws may be adopted by the
stockholders or

                                       37



by the Board of Directors; provided, however, that notice of such alteration,
amendment, repeal or adoption of new By-Laws be contained in the notice of such
meeting of the stockholders or Board of Directors, as the case may be. All such
amendments must be approved by either the holders of a majority of the
outstanding capital stock entitled to vote thereon or by a majority of the
entire Board of Directors then in office.

                  Section 2.        Entire Board of Directors. As used in this
Article IX and in these By-Laws generally, the term "entire Board of Directors"
means the total number of directors which the Corporation would have if there
were no vacancies.

                                      * * *

Adopted as of: April 17, 2003

                                       38

EX-3.11

                                                                    EXHIBIT 3.11

                          CERTIFICATE OF INCORPORATION

                                       OF

                  HLI COMMERCIAL HIGHWAY HOLDING COMPANY, INC.

                  FIRST: The name of the Corporation is HLI Commercial Highway
Holding Company, Inc. (hereinafter the "Corporation").

                  SECOND: The address of the registered office of the
Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, in the
City of Wilmington, County of New Castle. The name of its registered agent at
that address is Corporation Service Company.

                  THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which a corporation may be organized under the
General Corporation Law of the State of Delaware as set forth in Title 8 of the
Delaware Code (the "GCL").

                  FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is 1,000 shares of Common Stock, each
having a par value of $.01.

                  FIFTH: The name and mailing address of the Sole Incorporator
is as follows:



     Name                               Address
     ----                               -------
                              
Deborah M. Reusch                P.O. Box 636
                                 Wilmington, DE 19899


                  SIXTH: The following provisions are inserted for the
management of the business and the conduct of the affairs of the Corporation,
and for further definition, limitation and regulation of the powers of the
Corporation and of its directors and stockholders:

         (1) The business and affairs of the Corporation shall be managed by or
         under the direction of the Board of Directors.

         (2) The directors shall have concurrent power with the stockholders to
         make, alter, amend, change, add to or repeal the By-Laws of the
         Corporation.



         (3) The number of directors of the Corporation shall be as from time to
         time fixed by, or in the manner provided in, the By-Laws of the
         Corporation. Election of directors need not be by written ballot unless
         the By-Laws so provide.

         (4) No director shall be personally liable to the Corporation or any of
         its stockholders for monetary damages for breach of fiduciary duty as a
         director, except for liability (i) for any breach of the director's
         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) pursuant to Section 174 of the
         Delaware General Corporation Law or (iv) for any transaction from which
         the director derived an improper personal benefit. Any repeal or
         modification of this Article SIXTH by the stockholders of the
         Corporation shall not adversely affect any right or protection of a
         director of the Corporation existing at the time of such repeal or
         modification with respect to acts or omissions occurring prior to such
         repeal or modification.

         (5) In addition to the powers and authority hereinbefore or by statute
         expressly conferred upon them, the directors are hereby empowered to
         exercise all such powers and do all such acts and things as may be
         exercised or done by the Corporation, subject, nevertheless, to the
         provisions of the GCL, this Certificate of Incorporation, and any
         By-Laws adopted by the stockholders; provided, however, that no By-Laws
         hereafter adopted by the stockholders shall invalidate any prior act of
         the directors which would have been valid if such By-Laws had not been
         adopted.

                  SEVENTH: The Corporation shall indemnify its directors and
officers to the fullest extent authorized or permitted by law, as now or
hereafter in effect, and such right to indemnification shall continue as to a
person who has ceased to be a director or officer of the Corporation and shall
inure to the benefit of his or her heirs, executors and personal and legal
representatives; provided, however, that, except for proceedings to enforce
rights to indemnification, the Corporation shall not be obligated to indemnify
any director or officer (or his or her heirs, executors or personal or legal
representatives) in connection with a proceeding (or part thereof) initiated by
such person unless such proceeding (or part thereof) was authorized or consented
to by the Board of Directors. The right to indemnification conferred by this
Article SEVENTH shall include the right to be paid by the Corporation the
expenses incurred in defending or otherwise participating in any proceeding in
advance of its final disposition.

                  The Corporation may, to the extent authorized from time to
time by the Board of Directors, provide rights to indemnification and to the
advancement of expenses to employees and agents of the Corporation similar to
those conferred in this Article SEVENTH to directors and officers of the
Corporation.

                                       2



                  The rights to indemnification and to the advance of expenses
conferred in this Article SEVENTH shall not be exclusive of any other right
which any person may have or hereafter acquire under this Certificate of
Incorporation, the By-Laws of the Corporation, any statute, agreement, vote of
stockholders or disinterested directors or otherwise.

                  Any repeal or modification of this Article SEVENTH by the
stockholders of the Corporation shall not adversely affect any rights to
indemnification and to the advancement of expenses of a director or officer of
the Corporation existing at the time of such repeal or modification with respect
to any acts or omissions occurring prior to such repeal or modification.

                  EIGHTH: Meetings of stockholders may be held within or without
the State of Delaware, as the By-Laws may provide. The books of the Corporation
may be kept (subject to any provision contained in the GCL) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the Corporation.

                  NINTH: 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.

                            [SIGNATURE PAGE FOLLOWS]

                                       3



                  I, THE UNDERSIGNED, being the Sole Incorporator hereinbefore
named, for the purpose of forming a corporation pursuant to the GCL, do make
this Certificate, hereby declaring and certifying that this is my act and deed
and the facts herein stated are true, and accordingly have hereunto set my hand
this 17th day of April, 2003.


                                               /s/ Deborah M. Reusch
                                               ---------------------------------
                                               Deborah M. Reusch
                                               Sole Incorporator

                                       4

EX-3.12

                                                                    EXHIBIT 3.12

                                     BY-LAWS

                                       OF

                  HLI COMMERCIAL HIGHWAY HOLDING COMPANY, INC.

                             A Delaware Corporation

                            Effective April 17, 2003



                                TABLE OF CONTENTS



                                                                                   PAGE
                                                                                   ----
                                                                                
                                    ARTICLE I
                                     OFFICES

Section 1.     Registered Office ...............................................     1
Section 2.     Other Offices ...................................................     1

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

Section 1.     Place of Meetings ...............................................     2
Section 2.     Annual Meetings .................................................     2
Section 3.     Special Meetings ................................................     2
Section 4.     Notice ..........................................................     3
Section 5.     Adjournments ....................................................     3
Section 6.     Quorum ..........................................................     4
Section 7.     Voting ..........................................................     5
Section 8.     Proxies .........................................................     6
Section 9.     Consent of Stockholders in Lieu of Meeting ......................     8
Section 10.    List of Stockholders Entitled to Vote ...........................     9
Section 11.    Record Date .....................................................    10
Section 12.    Stock Ledger ....................................................    12
Section 13.    Conduct of Meetings .............................................    12
Section 14.    Inspectors of Election ..........................................    13

                                   ARTICLE III
                                    DIRECTORS

Section 1.     Number and Election of Directors ................................    14
Section 2.     Vacancies .......................................................    15
Section 3.     Duties and Powers ...............................................    15
Section 4.     Meetings ........................................................    15
Section 5.     Organization ....................................................    16
Section 6.     Resignations and Removals of Directors ..........................    16
Section 7.     Quorum ..........................................................    17


                                        i



                                                                                 
Section 8.     Actions of the Board by Written Consent .........................    18
Section 9.     Meetings by Means of Conference Telephone .......................    18
Section 10.    Committees ......................................................    19
Section 11.    Compensation ....................................................    20
Section 12.    Interested Directors ............................................    20

                                   ARTICLE IV
                                    OFFICERS

Section 1.     General .........................................................    21
Section 2.     Election ........................................................    22
Section 3.     Voting Securities Owned by the Corporation ......................    22
Section 4.     Chairman of the Board of Directors ..............................    23
Section 5.     President .......................................................    24
Section 6.     Vice Presidents .................................................    24
Section 7.     Secretary .......................................................    25
Section 8.     Treasurer .......................................................    26
Section 9.     Assistant Secretaries ...........................................    27
Section 10.    Assistant Treasurers ............................................    27
Section 11.    Other Officers ..................................................    28

                                    ARTICLE V
                                     STOCK

Section 1.     Form of Certificates ............................................    28
Section 2.     Signatures ......................................................    29
Section 3.     Lost Certificates ...............................................    29
Section 4.     Transfers .......................................................    29
Section 5.     Dividend Record Date ............................................    30
Section 6.     Record Owners ...................................................    31
Section 7.     Transfer and Registry Agents ....................................    31

                                   ARTICLE VI
                                    NOTICES

Section 1.     Notices .........................................................    31
Section 2.     Waivers of Notice ...............................................    32



                                       ii



                                                                                 
                                   ARTICLE VII
                               GENERAL PROVISIONS

Section 1.     Dividends .......................................................    33
Section 2.     Disbursements ...................................................    33
Section 3.     Fiscal Year .....................................................    34
Section 4.     Corporate Seal ..................................................    34

                                  ARTICLE VIII
                                INDEMNIFICATION

Section 1.     Power to Indemnify in Actions, Suits or Proceedings other than
               Those by or in the Right of the Corporation .....................    34
Section 2.     Power to Indemnify in Actions, Suits or Proceedings by or in
               the Right of the Corporation ....................................    35
Section 3.     Authorization of Indemnification ................................    36
Section 4.     Good Faith Defined ..............................................    37
Section 5.     Indemnification by a Court ......................................    38
Section 6.     Expenses Payable in Advance .....................................    39
Section 7.     Nonexclusivity of Indemnification and Advancement of Expenses ...    39
Section 8.     Insurance .......................................................    40
Section 9.     Certain Definitions .............................................    40
Section 10.    Survival of Indemnification and Advancement of Expenses .........    42
Section 11.    Limitation on Indemnification ...................................    42
Section 12.    Indemnification of Employees and Agents .........................    42

                                   ARTICLE IX
                                   AMENDMENTS

Section 1.     Amendments ......................................................    43
Section 2.     Entire Board of Directors .......................................    43



                                      iii



                                     BY-LAWS

                                       OF

                  HLI COMMERCIAL HIGHWAY HOLDING COMPANY, INC.

                     (hereinafter called the "Corporation")

                                     ARTICLE

                                     OFFICES

                  Section 1. Registered Office. The registered office of the
Corporation shall be in the City of Wilmington, County of New Castle, State of
Delaware.

                  Section 2. Other Offices. The Corporation may also have
offices at such other places, both within and without the State of Delaware, as
the Board of Directors may from time to time determine.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

                  Section 1. Place of Meetings. Meetings of the stockholders for
the election of directors or for any other purpose shall be held at such time
and place, either within or without the State of Delaware, as shall be
designated from time to time by the Board of Directors.



                  Section 2. Annual Meetings. The Annual Meeting of Stockholders
for the election of directors shall be held on such date and at such time as
shall be designated from time to time by the Board of Directors. Any other
proper business may be transacted at the Annual Meeting of Stockholders.

                  Section 3. Special Meetings. Unless otherwise required by law
or by the certificate of incorporation of the Corporation, as amended and
restated from time to time (the "Certificate of Incorporation"), Special
Meetings of Stockholders, for any purpose or purposes, may be called by either
(i) the Chairman, if there be one, or (ii) the President, (iii) any Vice
President, if there be one, (iv) the Secretary or (v) any Assistant Secretary,
if there be one, and shall be called by any such officer at the request in
writing of (i) the Board of Directors, (ii) a committee of the Board of
Directors that has been duly designated by the Board of Directors and whose
powers and authority include the power to call such meetings or (iii)
stockholders owning a majority of the capital stock of the Corporation issued
and outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting. At a Special Meeting of Stockholders, only
such business shall be conducted as shall be specified in the notice of meeting
(or any supplement thereto).

                  Section 4. Notice. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall

                                        2



state the place, date and hour of the meeting, and, in the case of a Special
Meeting, the purpose or purposes for which the meeting is called. Unless
otherwise required by law, written notice of any meeting shall be given not less
than ten (10) nor more than sixty (60) days before the date of the meeting to
each stock holder entitled to notice of and to vote at such meeting.

                  Section 5. Adjournments. Any meeting of the stockholders may
be adjourned from time to time to reconvene at the same or some other place, and
notice need not be given of any such adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. At the
adjourned meeting, the Corporation may transact any business which might have
been trans acted at the original meeting. If the adjournment is for more than
thirty (30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, notice of the adjourned meeting in accordance with the
requirements of Section 4 hereof shall be given to each stockholder of record
entitled to notice of and to vote at the meeting.

                  Section 6. Quorum. Unless otherwise required by applicable law
or the Certificate of Incorporation, the holders of a majority of the
Corporation's capital stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business. A quorum, once
established, shall not be broken by the withdrawal of enough

                                       3



votes to leave less than a quorum. If, however, such quorum shall not be present
or represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, in the manner provided in Section 5
hereof, until a quorum shall be present or represented.

                  Section 7. Voting. Unless otherwise required by law, the
Certificate of Incorporation or these By-Laws, any question brought before any
meeting of the stockholders, other than the election of directors, shall be
decided by the vote of the holders of a majority of the total number of votes of
the Corporation's capital stock represented and entitled to vote thereat, voting
as a single class. Unless otherwise provided in the Certificate of
Incorporation, and subject to Section 11(a) of this Article II, each stockholder
represented at a meeting of the stockholders shall be entitled to cast one (1)
vote for each share of the capital stock entitled to vote thereat held by such
stockholder. Such votes may be cast in person or by proxy as provided in Section
8 of this Article II. The Board of Directors, in its discretion, or the officer
of the Corporation presiding at a meeting of the stockholders, in such officer's
discretion, may require that any votes cast at such meeting shall be cast by
written ballot.

                  Section 8. Proxies. Each stockholder entitled to vote at a
meeting of the stockholders or to express consent or dissent to corporate action
in writing without a

                                       4



meeting may authorize another person or persons to act for such stock holder as
proxy, but no such proxy shall be voted upon after three years from its date,
unless such proxy provides for a longer period. Without limiting the manner in
which a stockholder may authorize another person or persons to act for such
stock holder as proxy, the following shall constitute a valid means by which a
stockholder may grant such authority:

                  (i)      A stockholder may execute a writing authorizing
         another person or persons to act for such stockholder as proxy.
         Execution may be accomplished by the stockholder or such stockholder's
         authorized officer, director, employee or agent signing such writing or
         causing such person's signature to be affixed to such writing by any
         reasonable means, including, but not limited to, by facsimile
         signature.

                  (ii)     A stockholder may authorize another person or persons
         to act for such stockholder as proxy by transmitting or authorizing the
         transmission of a telegram or cablegram to the person who will be the
         holder of the proxy or to a proxy solicitation firm, proxy support
         service organization or like agent duly authorized by the person who
         will be the holder of the proxy to receive such telegram or cablegram,
         provided that any such telegram or cablegram must either set forth or
         be submitted with information from which it can be determined that the
         telegram or cablegram was authorized by the stockholder. If it is
         determined that

                                       5



         such telegrams or cablegrams are valid, the inspectors or, if there are
         no inspectors, such other persons making that determination shall
         specify the information on which they relied.

Any copy, facsimile telecommunication or other reliable reproduction of the
writing, telegram or cablegram authorizing another person or persons to act as
proxy for a stockholder may be substituted or used in lieu of the original
writing, telegram or cablegram for any and all purposes for which the original
writing, telegram or cablegram could be used; provided, however, that such copy,
facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing, telegram or cablegram.

                  Section 9. Consent of Stockholders in Lieu of Meeting. Unless
otherwise provided in the Certificate of Incorporation, any action required or
permitted to be taken at any Annual or Special Meeting of Stockholders of the
Corporation may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted
and shall be delivered to the Corporation by delivery to its registered office
in the State of Delaware, its principal place of business, or an officer or
agent of the Corporation having custody of the book in which proceedings of
meetings of the stockholders are

                                       6



recorded. Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested. Every written
consent shall bear the date of signature of each stockholder who signs the
consent and no written consent shall be effective to take the corporate action
referred to therein unless, within sixty (60) days of the earliest dated consent
delivered in the manner required by this Section 9 to the Corporation, written
consents signed by a sufficient number of holders to take action are delivered
to the Corporation by delivery to its registered office in the State of
Delaware, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of the
stockholders are recorded. Any copy, facsimile or other reliable reproduction of
a consent in writing may be substituted or used in lieu of the original writing
for any and all purposes for which the original writing could be used, provided
that such copy, facsimile or other reproduction shall be a complete reproduction
of the entire original writing. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing and who, if the action
had been taken at a meeting, would have been entitled to notice of the meeting
if the record date for such meeting had been the date that written consents
signed by a sufficient number of holders to take the action were delivered to
the Corporation as provided above in this Section 9.

                                       7



                  Section 10. List of Stockholders Entitled to Vote. The officer
of the Corporation who has charge of the stock ledger of the Corporation shall
prepare and make, at least ten (10) days before every meeting of the
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting (i) either at a place within the city where
the meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held
or (ii) during ordinary business hours, at the principal place of business of
the Corporation. The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

                  Section 11. Record Date.

                  (a)      In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of the stockholders
or any adjournment thereof, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date shall
not be more than sixty (60) nor less than ten (10)

                                       8



days before the date of such meeting. If no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice of or
to vote at a meeting of the stockholders shall be at the close of business on
the day next preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day next preceding the day on which the
meeting is held. A determination of stockholders of record entitled to notice of
or to vote at a meeting of the stockholders shall apply to any adjournment of
the meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

                  (b)      In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors, and which record date shall not be more than ten (10)
days after the date upon which the resolution fixing the record date is adopted
by the Board of Directors. If no record date has been fixed by the Board of
Directors, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is required by applicable law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation by delivery to its registered office in the State
of Delaware, its principal place of

                                       9



business, or an officer or agent of the Corporation having custody of the book
in which proceedings of meetings of the stockholders are recorded. Delivery made
to the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the Board of Directors and prior action by the Board of Directors is required by
applicable law, the record date for determining stockholders entitled to consent
to corporate action in writing without a meeting shall be at the close of
business on the day on which the Board of Directors adopts the resolution taking
such prior action.

                  Section 12. Stock Ledger. The stock ledger of the Corporation
shall be the only evidence as to who are the stockholders entitled to examine
the stock ledger, the list required by Section 10 of this Article II or the
books of the Corporation, or to vote in person or by proxy at any meeting of the
stockholders.

                  Section 13. Conduct of Meetings. The Board of Directors of the
Corporation may adopt by resolution such rules and regulations for the conduct
of any meeting of the stockholders as it shall deem appropriate. Except to the
extent inconsistent with such rules and regulations as adopted by the Board of
Directors, the chairman of any meeting of the stockholders shall have the right
and authority to prescribe such rules, regulations and procedures and to do all
such acts as, in the judgment of such chairman, are appropriate for the proper
conduct of the meeting. Such rules, regulations or proce-

                                       10



dures, whether adopted by the Board of Directors or prescribed by the chairman
of the meeting, may include, without limitation, the following: (i) the
establishment of an agenda or order of business for the meeting; (ii) the
determination of when the polls shall open and close for any given matter to be
voted on at the meeting; (iii) rules and procedures for maintaining order at the
meeting and the safety of those present; (iv) limitations on attendance at or
participation in the meeting to stockholders of record of the Corporation, their
duly authorized and constituted proxies or such other persons as the chairman of
the meeting shall determine; (v) restrictions on entry to the meeting after the
time fixed for the commencement thereof; and (vi) limitations on the time
allotted to questions or comments by participants.

                                   ARTICLE III

                                    DIRECTORS

                  Section 1. Number and Election of Directors. The Board of
Directors shall consist of not less than one nor more than fifteen members, the
exact number of which shall initially be fixed by the Incorporator and
thereafter from time to time by the Board of Directors. Except as provided in
Section 2 of this Article III, directors shall be elected by a plurality of the
votes cast at each Annual Meeting of Stockholders and each director so elected
shall hold office until the next Annual Meeting of Stockholders

                                       11



and until such director's successor is duly elected and qualified, or until such
director's earlier death, resignation or removal. Directors need not be
stockholders.

                  Section 2. Vacancies. Unless otherwise required by law or the
Certificate of Incorporation, vacancies arising through death, resignation,
removal, an increase in the number of directors or otherwise may be filled only
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director, and the directors so chosen shall hold office until
the next annual election and until their successors are duly elected and
qualified, or until their earlier death, resignation or removal.

                  Section 3. Duties and Powers. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of Directors
which may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Certificate of Incorporation or
by these By- Laws required to be exercised or done by the stockholders.

                  Section 4. Meetings. The Board of Directors may hold meetings,
both regular and special, either within or without the State of Delaware.
Regular meetings of the Board of Directors may be held without notice at such
time and at such place as may from time to time be determined by the Board of
Directors. Special meetings of the Board of Directors may be called by the
Chairman, if there be one, the President, or by any director. Notice thereof
stating the place, date and hour of the meeting shall be given

                                       12



to each director either by mail not less than forty-eight (48) hours before the
date of the meeting, by telephone or telegram on twenty-four (24) hours'
notice, or on such shorter notice as the person or persons calling such meeting
may deem necessary or appropriate in the circumstances.

                  Section 5. Organization. At each meeting of the Board of
Directors, the Chairman of the Board of Directors, or, in his or her absence, a
director chosen by a majority of the directors present, shall act as chairman.
The Secretary of the Corporation shall act as secretary at each meeting of the
Board of Directors. In case the Secretary shall be absent from any meeting of
the Board of Directors, an Assistant Secretary shall perform the duties of
secretary at such meeting; and in the absence from any such meeting of the
Secretary and all the Assistant Secretaries, the chairman of the meeting may
appoint any person to act as secretary of the meeting.

                  Section 6. Resignations and Removals of Directors. Any
director of the Corporation may resign at any time, by giving notice in writing
to the Chair man of the Board of Directors, the President or the Secretary of
the Corporation. Such resignation shall take effect at the time therein
specified or, if no time is specified, immediately; and, unless otherwise
specified in such notice, the acceptance of such resignation shall not be
necessary to make it effective. Except as otherwise required by applicable law
and subject to the rights, if any, of the holders of shares of preferred stock
then outstanding,

                                       13



any director or the entire Board of Directors may be removed from office at any
time by the affirmative vote of the holders of at least a majority in voting
power of the issued and outstanding capital stock of the Corporation entitled to
vote in the election of directors.

                  Section 7. Quorum. Except as otherwise required by law or the
Certificate of Incorporation, at all meetings of the Board of Directors, a
majority of the entire Board of Directors shall constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting of the time and
place of the adjourned meeting, until a quorum shall be present.

                  Section 8. Actions of the Board by Written Consent. Unless
otherwise provided in the Certificate of Incorporation or these By-Laws, any
action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting, if all the
members of the Board of Directors or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors or committee.

                  Section 9. Meetings by Means of Conference Telephone. Unless
otherwise provided in the Certificate of Incorporation or these By-Laws, members
of the

                                       14



Board of Directors of the Corporation, or any committee thereof, may participate
in a meeting of the Board of Directors or such committee by means of a
conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this Section 9 shall constitute presence in person at such
meeting.

                  Section 10. Committees. The Board of Directors may designate
one or more committees, each committee to consist of one or more of the
directors of the Corporation. The Board of Directors may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of any such committee. In the absence or
disqualification of a member of a committee, and in the absence of a designation
by the Board of Directors of an alternate member to replace the absent or
disqualified member, the member or members thereof present at any meeting and
not disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any absent or disqualified member. Any committee,
to the extent permitted by law and provided in the resolution establishing such
committee, shall have and may exercise all the powers and authority of the Board
of Directors in the management of the business and affairs of the Corporation,
and may

                                       15



authorize the seal of the Corporation to be affixed to all papers which may
require it. Each committee shall keep regular minutes and report to the Board of
Directors when required.

                  Section 11. Compensation. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary for service as director, payable in cash or securities. No
such payment shall preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor. Members of special or
standing committees may be allowed like compensation for service as committee
members.

                  Section 12. Interested Directors. No contract or transaction
between the Corporation and one or more of its directors or officers, or between
the Corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers or have a financial interest, shall be void or voidable solely for this
reason, or solely because the director or officer is present at or participates
in the meeting of the Board of Directors or committee thereof which authorizes
the contract or transaction, or solely because any such director's or officer's
vote is counted for such purpose if: (i) the material facts as to the director's
or officer's relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or the committee, and the Board
of Directors or committee in good

                                       16



faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (ii) the material facts as to the director's or
officer's relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
stockholders; or (iii) the contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified by the Board of Directors,
a commit tee thereof or the stockholders. Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or transaction.

                                   ARTICLE IV

                                    OFFICERS

                  Section 1. General. The officers of the Corporation shall be
chosen by the Board of Directors and shall be a President, a Secretary and a
Treasurer. The Board of Directors, in its discretion, also may choose a Chairman
of the Board of Directors (who must be a director) and one or more Vice
Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any
number of offices may be held by the same person, unless otherwise prohibited by
law, the Certificate of Incorporation or these By-

                                       17



Laws. The officers of the Corporation need not be stockholders of the
Corporation nor, except in the case of the Chairman of the Board of Directors,
need such officers be directors of the Corporation.

                  Section 2. Election. The Board of Directors, at its first
meeting held after each Annual Meeting of Stockholders (or action by written
consent of stockholders in lieu of the Annual Meeting of Stockholders), shall
elect the officers of the Corporation who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors; and each officer of the
Corporation shall hold office until such officer's successor is elected and
qualified, or until such officer's earlier death, resignation or removal. Any
officer elected by the Board of Directors may be removed at any time by the
Board of Directors. Any vacancy occurring in any office of the Corporation shall
be filled by the Board of Directors. The salaries of all officers of the
Corporation shall be fixed by the Board of Directors.

                  Section 3. Voting Securities Owned by the Corporation. Powers
of attorney, proxies, waivers of notice of meeting, consents and other
instruments relating to securities owned by the Corporation may be executed in
the name of and on behalf of the Corporation by the President or any Vice
President or any other officer authorized to do so by the Board of Directors and
any such officer may, in the name of and on behalf of the Corporation, take all
such action as any such officer may deem advisable to vote in person

                                       18



or by proxy at any meeting of security holders of any corporation in which the
Corporation may own securities and at any such meeting shall possess and may
exercise any and all rights and power incident to the ownership of such
securities and which, as the owner thereof, the Corporation might have exercised
and possessed if present. The Board of Directors may, by resolution, from time
to time confer like powers upon any other person or persons.

                  Section 4. Chairman of the Board of Directors. The Chairman of
the Board of Directors, if there be one, shall preside at all meetings of the
stockholders and of the Board of Directors. The Chairman of the Board of
Directors shall be the Chief Executive Officer of the Corporation, unless the
Board of Directors designates the President as the Chief Executive Officer, and,
except where by law the signature of the President is required, the Chairman of
the Board of Directors shall possess the same power as the President to sign all
contracts, certificates and other instruments of the Corporation which may be
authorized by the Board of Directors. During the absence or disability of the
President, the Chairman of the Board of Directors shall exercise all the powers
and discharge all the duties of the President. The Chairman of the Board of
Directors shall also perform such other duties and may exercise such other
powers as may from time to time be assigned by these By-Laws or by the Board of
Directors.

                                       19



                  Section 5. President. The President shall, subject to the
control of the Board of Directors and, if there be one, the Chairman of the
Board of Directors, have general supervision of the business of the Corporation
and shall see that all orders and resolutions of the Board of Directors are
carried into effect. The President shall execute all bonds, mortgages, contracts
and other instruments of the Corporation requiring a seal, under the seal of the
Corporation, except where required or permitted by law to be otherwise signed
and executed and except that the other officers of the Corporation may sign and
execute documents when so authorized by these By-Laws, the Board of Directors or
the President. In the absence or disability of the Chairman of the Board of
Directors, or if there be none, the President shall preside at all meetings of
the stockholders and, provided the President is also a director, the Board of
Directors. If there be no Chairman of the Board of Directors, or if the Board of
Directors shall otherwise designate, the President shall be the Chief Executive
Officer of the Corporation. The President shall also perform such other duties
and may exercise such other powers as may from time to time be assigned to such
officer by these By-Laws or by the Board of Directors.

                  Section 6. Vice Presidents. At the request of the President or
in the President's absence or in the event of the President's inability or
refusal to act (and if there be no Chairman of the Board of Directors), the Vice
President, or the Vice Presidents if there are more than one (in the order
designated by the Board of Directors), shall perform

                                       20



the duties of the President, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the President. Each Vice President
shall perform such other duties and have such other powers as the Board of
Directors from time to time may prescribe. If there be no Chairman of the Board
of Directors and no Vice President, the Board of Directors shall designate the
officer of the Corporation who, in the absence of the President or in the event
of the inability or refusal of the President to act, shall perform the duties of
the President, and when so acting, shall have all the powers of and be subject
to all the restrictions upon the President.

                  Section 7. Secretary. The Secretary shall attend all meetings
of the Board of Directors and all meetings of the stockholders and record all
the proceedings thereat in a book or books to be kept for that purpose; the
Secretary shall also perform like duties for committees of the Board of
Directors when required. The Secretary shall give, or cause to be given, notice
of all meetings of the stock holders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors, the Chairman of the Board of Directors or the President, under
whose supervision the Secretary shall be. If the Secretary shall be unable or
shall refuse to cause to be given notice of all meetings of the stockholders and
special meetings of the Board of Directors, and if there be no Assistant
Secretary, then either the Board of Directors or the President may choose
another officer to cause such notice to be given. The Secretary shall

                                       21



have custody of the seal of the Corporation and the Secretary or any Assistant
Secretary, if there be one, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by the signature
of the Secretary or by the signature of any such Assistant Secretary. The Board
of Directors may give general authority to any other officer to affix the seal
of the Corporation and to attest to the affixing by such officer's signature.
The Secretary shall see that all books, reports, statements, certificates and
other documents and records required by law to be kept or filed are properly
kept or filed, as the case may be.

                  Section 8. Treasurer. The Treasurer shall have the custody of
the corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all transactions as Treasurer and of the financial condition of the Corporation.
If required by the Board of Directors, the Treasurer shall give the Corporation
a bond in such sum and with such surety or sureties as shall be satisfactory to
the Board of Directors for the faithful perfor-

                                       22



mance of the duties of the office of the Treasurer and for the restoration to
the Corporation, in case of the Treasurer's death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in the Treasurer's possession or under the Treasurer's control
belonging to the Corporation.

                  Section 9. Other Officers. Such other officers as the Board of
Directors may choose shall perform such duties and have such powers as from time
to time may be assigned to them by the Board of Directors. The Board of
Directors may delegate to any other officer of the Corporation the power to
choose such other officers and to prescribe their respective duties and powers.

                                    ARTICLE V

                                      STOCK

                  Section 1. Form of Certificates. Every holder of stock in the
Corporation shall be entitled to have a certificate signed by, or in the name of
the Corporation (i) by the Chairman of the Board of Directors, or the President
or a Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary of the Corporation, certifying the number of
shares owned by such stockholder in the Corporation.

                                       23



                  Section 2. Signatures. Any or all of the signatures on a
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such person were such officer, transfer agent or registrar at the date of
issue.

                  Section 3. Lost Certificates. The Board of Directors may
direct a new certificate to be issued in place of any certificate theretofore
issued by the Corporation alleged to have been lost, stolen or destroyed, upon
the making of an affidavit of that fact by the person claiming the certificate
of stock to be lost, stolen or destroyed. When authorizing such issue of a new
certificate, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate, or such owner's legal representative, to advertise the
same in such manner as the Board of Directors shall require and/or to give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation on account of the alleged loss, theft
or destruction of such certificate or the issuance of such new certificate.

                  Section 4. Transfers. Stock of the Corporation shall be
transfer able in the manner prescribed by applicable law and in these By-Laws.
Transfers of stock shall

                                       24



be made on the books of the Corporation only by the person named in the
certificate or by such person's attorney lawfully constituted in writing and
upon the surrender of the certificate therefor, properly endorsed for transfer
and payment of all necessary transfer taxes; provided, however, that such
surrender and endorsement or payment of taxes shall not be required in any case
in which the officers of the Corporation shall determine to waive such
requirement. Every certificate exchanged, returned or surrendered to the
Corporation shall be marked "Cancelled," with the date of cancellation, by the
Secretary or Assistant Secretary of the Corporation or the transfer agent
thereof. No transfer of stock shall be valid as against the Corporation for any
purpose until it shall have been entered in the stock records of the Corporation
by an entry showing from and to whom transferred.

                  Section 5. Dividend Record Date. In order that the Corporation
may determine the stockholders entitled to receive payment of any dividend or
other distribution or allotment of any rights or the stockholders entitled to
exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty (60) days prior to such action. If no record date is fixed,

                                       25



the record date for determining stockholders for any such purpose shall be at
the close of business on the day on which the Board of Directors adopts the
resolution relating thereto.

                  Section 6. Record Owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise required by
law.

                  Section 7. Transfer and Registry Agents. The Corporation may
from time to time maintain one or more transfer offices or agencies and registry
offices or agencies at such place or places as may be determined from time to
time by the Board of Directors.

                                   ARTICLE VI

                                     NOTICES

                  Section 1. Notices. Whenever written notice is required by
law, the Certificate of Incorporation or these By-Laws, to be given to any
director, member of a committee or stockholder, such notice may be given by
mail, addressed to such director,

                                       26



member of a committee or stockholder, at such person's address as it appears on
the records of the Corporation, with postage thereon prepaid, and such notice
shall be deemed to be given at the time when the same shall be deposited in the
United States mail. Written notice may also be given personally or by telegram,
telex or cable.

                  Section 2. Waivers of Notice. Whenever any notice is required
by applicable law, the Certificate of Incorporation or these By-Laws, to be
given to any director, member of a committee or stockholder, a waiver thereof in
writing, signed by the person or persons entitled to notice, whether before or
after the time stated therein, shall be deemed equivalent thereto. Attendance of
a person at a meeting, present in person or represented by proxy, shall
constitute a waiver of notice of such meeting, except where the person attends
the meeting for the express purpose of objecting at the beginning of the meeting
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
Annual or Special Meeting of Stockholders or any regular or special meeting of
the directors or members of a committee of directors need be specified in any
written waiver of notice unless so required by law, the Certificate of
Incorporation or these By-Laws.

                                       27



                                   ARTICLE VII

                               GENERAL PROVISIONS

                  Section 1. Dividends. Dividends upon the capital stock of the
Corporation, subject to the requirements of the General Corporation Law of the
State of Delaware (the "DGCL") and the provisions of the Certificate of
Incorporation, if any, may be declared by the Board of Directors at any regular
or special meeting of the Board of Directors (or any action by written consent
in lieu thereof in accordance with Section 8 of Article III hereof), and may be
paid in cash, in property, or in shares of the Corporation's capital stock.
Before payment of any dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Board of Directors
from time to time, in its absolute discretion, deems proper as a reserve or
reserves to meet contingencies, or for purchasing any of the shares of capital
stock, warrants, rights, options, bonds, debentures, notes, scrip or other
securities or evidences of indebtedness of the Corporation, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for any proper purpose, and the Board of Directors may modify or abolish any
such reserve.

                  Section 2. Disbursements. All checks or demands for money and
notes of the Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time
designate.

                                       28



                  Section 3. Fiscal Year. The fiscal year of the Corporation
shall be fixed by resolution of the Board of Directors.

                  Section 4. Corporate Seal. The corporate seal shall have in
scribed thereon the name of the Corporation, the year of its organization and
the words "Corporate Seal, Delaware". The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                 INDEMNIFICATION

                  Section 1. Power to Indemnify in Actions, Suits or Proceedings
other than Those by or in the Right of the Corporation. Subject to Section 3 of
this Article VIII, the Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation), by
reason of the fact that such person is or was a director or officer of the
Corporation, or is or was a director or officer of the Corporation serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such

                                       29



person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reason able cause to believe such person's
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which such person reasonably believed to
be in or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had reasonable cause to believe that such
person's conduct was unlawful.

                  Section 2. Power to Indemnify in Actions, Suits or Proceedings
by or in the Right of the Corporation. Subject to Section 3 of this Article
VIII, the Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that such person is or was a director or officer of the
Corporation, or is or was a director or officer of the Corporation serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the

                                       30



defense or settlement of such action or suit if such person acted in good faith
and in a manner such person reasonably believed to be in or not opposed to the
best interests of the Corporation; except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that the
Court of Chancery of the State of Delaware or the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

                  Section 3. Authorization of Indemnification. Any
indemnification under this Article VIII (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the present or former director or officer
is proper in the circumstances because such person has met the applicable
standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as
the case may be. Such determination shall be made, with respect to a person who
is a director or officer at the time of such determination, (i) by a majority
vote of the directors who are not parties to such action, suit or proceeding,
even though less than a quorum, or (ii) by a committee of such directors
designated by a majority vote of such directors, even though less than a quorum,
or (iii) if there are no such directors, or if such directors so

                                       31



direct, by independent legal counsel in a written opinion or (iv) by the
stockholders. Such determination shall be made, with respect to former directors
and officers, by any person or persons having the authority to act on the matter
on behalf of the Corporation. To the extent, however, that a present or former
director or officer of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding described above, or in
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection therewith, without the necessity of authorization in
the specific case.

                  Section 4. Good Faith Defined. For purposes of any
determination under Section 3 of this Article VIII, a person shall be deemed to
have acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the Corporation, or, with respect to
any criminal action or proceeding, to have had no reasonable cause to believe
such person's conduct was unlawful, if such person's action is based on the
records or books of account of the Corporation or another enterprise, or on
information supplied to such person by the officers of the Corporation or
another enterprise in the course of their duties, or on the advice of legal
counsel for the Corporation or another enterprise or on information or records
given or reports made to the Corporation or another enterprise by an independent
certified public accountant or by an appraiser or other expert selected with
reasonable care by the Corporation or another

                                       32



enterprise. The provisions of this Section 4 shall not be deemed to be exclusive
or to limit in any way the circumstances in which a person may be deemed to have
met the applicable standard of conduct set forth in Section 1 or Section 2 of
this Article VIII, as the case may be.

                  Section 5. Indemnification by a Court. Notwithstanding any
contrary determination in the specific case under Section 3 of this Article
VIII, and notwithstanding the absence of any determination thereunder, any
director or officer may apply to the Court of Chancery of the State of Delaware
or any other court of competent jurisdiction in the State of Delaware for
indemnification to the extent otherwise permissible under Section 1 or Section 2
of this Article VIII. The basis of such indemnification by a court shall be a
determination by such court that indemnification of the director or officer is
proper in the circumstances because such person has met the applicable standard
of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case
may be. Neither a contrary determination in the specific case under Section 3 of
this Article VIII nor the absence of any determination thereunder shall be a
defense to such application or create a presumption that the director or officer
seeking indemnification has not met any applicable standard of conduct. Notice
of any application for indemnification pursuant to this Section 5 shall be given
to the Corporation promptly upon the filing of such application. If successful,
in

                                       33



whole or in part, the director or officer seeking indemnification shall also be
entitled to be paid the expense of prosecuting such application.

                  Section 6. Expenses Payable in Advance. Expenses (including
attorneys' fees) incurred by a director or officer in defending any civil,
criminal, administrative or investigative action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the Corporation as authorized in
this Article VIII. Such expenses (including attorneys' fees) incurred by former
directors and officers or other employees and agents may be so paid upon such
terms and conditions, if any, as the Corporation deems appropriate.

                  Section 7. Nonexclusivity of Indemnification and Advancement
of Expenses. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article VIII shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under the Certificate of Incorporation, these By-Laws,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in such person's official capacity and as to action in another
capacity while holding such office, it being the policy of the Corporation that
indemnification of the persons specified in Section 1 and Section 2 of this
Article VIII
                                       34



shall be made to the fullest extent permitted by law. The provisions of this
Article VIII shall not be deemed to preclude the indemnification of any person
who is not specified in Section 1 or Section 2 of this Article VIII but whom the
Corporation has the power or obligation to indemnify under the provisions of the
DGCL, or otherwise.

                  Section 8. Insurance. The Corporation may purchase and
maintain insurance on behalf of any person who is or was a director or officer
of the Corporation, or is or was a director or officer of the Corporation
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and incurred by
such person in any such capacity, or arising out of such person's status as
such, whether or not the Corporation would have the power or the obligation to
indemnify such person against such liability under the provisions of this
Article VIII.

                  Section 9. Certain Definitions. For purposes of this Article
VIII, references to "the Corporation" shall include, in addition to the
resulting corporation, any constituent corporation (including any constituent of
a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors or officers, so that any person who is or was a director or officer of
such constituent corporation, or is or was a director or officer of such
constituent corporation serving at the request of such constituent corporation
as a director,

                                       35



officer, employee or agent of another corporation, partner ship, joint venture,
trust or other enterprise, shall stand in the same position under the provisions
of this Article VIII with respect to the resulting or surviving corporation as
such person would have with respect to such constituent corporation if its
separate existence had continued. The term "another enterprise" as used in this
Article VIII shall mean any other corporation or any partnership, joint venture,
trust, employee benefit plan or other enterprise of which such person is or was
serving at the request of the Corporation as a director, officer, employee or
agent. For purposes of this Article VIII, references to "fines" shall include
any excise taxes assessed on a person with respect to an employee benefit plan;
and references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director or officer with
respect to an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner such person reasonably believed
to be in the interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not opposed to the best
interests of the Corporation" as referred to in this Article VIII.

                  Section 10. Survival of Indemnification and Advancement of
Expenses. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article VIII shall, unless otherwise provided when
authorized or ratified, continue as to

                                       36



a person who has ceased to be a director or officer and shall inure to the
benefit of the heirs, executors and administrators of such a person.

                  Section 11. Limitation on Indemnification. Notwithstanding
anything contained in this Article VIII to the contrary, except for proceedings
to enforce rights to indemnification (which shall be governed by Section 5 of
this Article VIII), the Corporation shall not be obligated to indemnify any
director or officer (or his or her heirs, executors or personal or legal
representatives) or advance expenses in connection with a proceeding (or part
thereof) initiated by such person unless such proceeding (or part thereof) was
authorized or consented to by the Board of Directors of the Corporation.

                  Section 12. Indemnification of Employees and Agents. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, provide rights to indemnification and to the advancement of expenses
to employees and agents of the Corporation similar to those conferred in this
Article VIII to directors and officers of the Corporation.

                                   ARTICLE IX

                                   AMENDMENTS

                  Section 1. Amendments. These By-Laws may be altered, amended
or repealed, in whole or in part, or new By-Laws may be adopted by the
stockholders or

                                       37



by the Board of Directors; provided, however, that notice of such alteration,
amendment, repeal or adoption of new By-Laws be contained in the notice of such
meeting of the stockholders or Board of Directors, as the case may be. All such
amendments must be approved by either the holders of a majority of the
outstanding capital stock entitled to vote thereon or by a majority of the
entire Board of Directors then in office.

                  Section 2. Entire Board of Directors. As used in this Article
IX and in these By-Laws generally, the term "entire Board of Directors" means
the total number of directors which the Corporation would have if there were no
vacancies.

                                      * * *
Adopted as of: April 17, 2003

                                       38

EX-3.13

                                                                    EXHIBIT 3.13

                          CERTIFICATE OF INCORPORATION

                                       OF

                        HLI BRAKES HOLDING COMPANY, INC.

                  FIRST: The name of the Corporation is HLI Brakes Holding
Company, Inc. (hereinafter the "Corporation").

                  SECOND: The address of the registered office of the
Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, in the
City of Wilmington, County of New Castle. The name of its registered agent at
that address is Corporation Service Company.

                  THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which a corporation may be organized under the
General Corporation Law of the State of Delaware as set forth in Title 8 of the
Delaware Code (the "GCL").

                  FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is 1,000 shares of Common Stock, each
having a par value of $.01.

                  FIFTH: The name and mailing address of the Sole Incorporator
is as follows:



      Name                 Address
      ----                 -------
                        
Deborah M. Reusch          P.O. Box 636
                           Wilmington, DE 19899


                  SIXTH: The following provisions are inserted for the
management of the business and the conduct of the affairs of the Corporation,
and for further definition, limitation and regulation of the powers of the
Corporation and of its directors and stockholders:

         (1) The business and affairs of the Corporation shall be managed by or
         under the direction of the Board of Directors.

         (2) The directors shall have concurrent power with the stockholders to
         make, alter, amend, change, add to or repeal the By-Laws of the
         Corporation.



         (3) The number of directors of the Corporation shall be as from time to
         time fixed by, or in the manner provided in, the By-Laws of the
         Corporation. Election of directors need not be by written ballot unless
         the By-Laws so provide.

         (4) No director shall be personally liable to the Corporation or any of
         its stockholders for monetary damages for breach of fiduciary duty as a
         director, except for liability (i) for any breach of the director's
         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) pursuant to Section 174 of the
         Delaware General Corporation Law or (iv) for any transaction from which
         the director derived an improper personal benefit. Any repeal or
         modification of this Article SIXTH by the stockholders of the
         Corporation shall not adversely affect any right or protection of a
         director of the Corporation existing at the time of such repeal or
         modification with respect to acts or omissions occurring prior to such
         repeal or modification.

         (5) In addition to the powers and authority hereinbefore or by statute
         expressly conferred upon them, the directors are hereby empowered to
         exercise all such powers and do all such acts and things as may be
         exercised or done by the Corporation, subject, nevertheless, to the
         provisions of the GCL, this Certificate of Incorporation, and any
         By-Laws adopted by the stockholders; provided, however, that no By-Laws
         hereafter adopted by the stockholders shall invalidate any prior act of
         the directors which would have been valid if such By-Laws had not been
         adopted.

                  SEVENTH: The Corporation shall indemnify its directors and
officers to the fullest extent authorized or permitted by law, as now or
hereafter in effect, and such right to indemnification shall continue as to a
person who has ceased to be a director or officer of the Corporation and shall
inure to the benefit of his or her heirs, executors and personal and legal
representatives; provided, however, that, except for proceedings to enforce
rights to indemnification, the Corporation shall not be obligated to indemnify
any director or officer (or his or her heirs, executors or personal or legal
representatives) in connection with a proceeding (or part thereof) initiated by
such person unless such proceeding (or part thereof) was authorized or consented
to by the Board of Directors. The right to indemnification conferred by this
Article SEVENTH shall include the right to be paid by the Corporation the
expenses incurred in defending or otherwise participating in any proceeding in
advance of its final disposition.

                  The Corporation may, to the extent authorized from time to
time by the Board of Directors, provide rights to indemnification and to the
advancement of expenses to employees and agents of the Corporation similar to
those conferred in this Article SEVENTH to directors and officers of the
Corporation.

                                       2



                  The rights to indemnification and to the advance of expenses
conferred in this Article SEVENTH shall not be exclusive of any other right
which any person may have or hereafter acquire under this Certificate of
Incorporation, the By-Laws of the Corporation, any statute, agreement, vote of
stockholders or disinterested directors or otherwise.

                  Any repeal or modification of this Article SEVENTH by the
stockholders of the Corporation shall not adversely affect any rights to
indemnification and to the advancement of expenses of a director or officer of
the Corporation existing at the time of such repeal or modification with respect
to any acts or omissions occurring prior to such repeal or modification.

                  EIGHTH: Meetings of stockholders may be held within or without
the State of Delaware, as the By-Laws may provide. The books of the Corporation
may be kept (subject to any provision contained in the GCL) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the Corporation.

                  NINTH: 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.

                            [SIGNATURE PAGE FOLLOWS]

                                       3



                  I, THE UNDERSIGNED, being the Sole Incorporator hereinbefore
named, for the purpose of forming a corporation pursuant to the GCL, do make
this Certificate, hereby declaring and certifying that this is my act and deed
and the facts herein stated are true, and accordingly have hereunto set my hand
this 17th day of April, 2003.

                                                     /s/ Deborah M. Reusch
                                                     ---------------------------
                                                     Deborah M. Reusch
                                                     Sole Incorporator

                                       4

EX-3.14

                                                                    EXHIBIT 3.14

                                     BY-LAWS

                                       OF

                        HLI BRAKES HOLDING COMPANY, INC.

                             A Delaware Corporation

                            Effective April 17, 2003



                                TABLE OF CONTENTS



                                                                                   PAGE
                                                                                   ----
                                                                                
                                    ARTICLE I
                                     OFFICES

Section 1.     Registered Office................................................     1
Section 2.     Other Offices....................................................     1

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

Section 1.     Place of Meetings................................................     2
Section 2.     Annual Meetings..................................................     2
Section 3.     Special Meetings.................................................     2
Section 4.     Notice...........................................................     3
Section 5.     Adjournments.....................................................     3
Section 6.     Quorum...........................................................     4
Section 7.     Voting...........................................................     5
Section 8.     Proxies..........................................................     6
Section 9.     Consent of Stockholders in Lieu of Meeting.......................     8
Section 10.    List of Stockholders Entitled to Vote............................     9
Section 11.    Record Date......................................................    10
Section 12.    Stock Ledger.....................................................    12
Section 13.    Conduct of Meetings..............................................    12
Section 14.    Inspectors of Election...........................................    13

                                   ARTICLE III
                                    DIRECTORS

Section 1.     Number and Election of Directors.................................    14
Section 2.     Vacancies........................................................    15
Section 3.     Duties and Powers................................................    15
Section 4.     Meetings.........................................................    15
Section 5.     Organization.....................................................    16
Section 6.     Resignations and Removals of Directors...........................    16
Section 7.     Quorum...........................................................    17


                                        i



                                                                                 
Section 8.     Actions of the Board by Written Consent..........................    18
Section 9.     Meetings by Means of Conference Telephone........................    18
Section 10.    Committees.......................................................    19
Section 11.    Compensation.....................................................    20
Section 12.    Interested Directors.............................................    20

                                   ARTICLE IV
                                    OFFICERS

Section 1.     General..........................................................    21
Section 2.     Election.........................................................    22
Section 3.     Voting Securities Owned by the Corporation.......................    22
Section 4.     Chairman of the Board of Directors...............................    23
Section 5.     President........................................................    24
Section 6.     Vice Presidents..................................................    24
Section 7.     Secretary........................................................    25
Section 8.     Treasurer........................................................    26
Section 9.     Assistant Secretaries............................................    27
Section 10.    Assistant Treasurers.............................................    27
Section 11.    Other Officers...................................................    28

                                    ARTICLE V
                                      STOCK

Section 1.     Form of Certificates.............................................    28
Section 2.     Signatures.......................................................    29
Section 3.     Lost Certificates................................................    29
Section 4.     Transfers........................................................    29
Section 5.     Dividend Record Date.............................................    30
Section 6.     Record Owners....................................................    31
Section 7.     Transfer and Registry Agents.....................................    31

                                   ARTICLE VI
                                     NOTICES

Section 1.     Notices..........................................................    31
Section 2.     Waivers of Notice................................................    32



                                       ii



                                                                                 
                                   ARTICLE VII
                               GENERAL PROVISIONS

Section 1.     Dividends........................................................    33
Section 2.     Disbursements....................................................    33
Section 3.     Fiscal Year......................................................    34
Section 4.     Corporate Seal...................................................    34

                                  ARTICLE VIII
                                 INDEMNIFICATION

Section 1.     Power to Indemnify in Actions, Suits or Proceedings other than
               Those by or in the Right of the Corporation......................    34
Section 2.     Power to Indemnify in Actions, Suits or Proceedings by or in the
               Right of the Corporation.........................................    35
Section 3.     Authorization of Indemnification.................................    36
Section 4.     Good Faith Defined...............................................    37
Section 5.     Indemnification by a Court.......................................    38
Section 6.     Expenses Payable in Advance......................................    39
Section 7.     Nonexclusivity of Indemnification and Advancement of Expenses....    39
Section 8.     Insurance........................................................    40
Section 9.     Certain Definitions..............................................    40
Section 10.    Survival of Indemnification and Advancement of Expenses..........    42
Section 11.    Limitation on Indemnification....................................    42
Section 12.    Indemnification of Employees and Agents..........................    42

                                   ARTICLE IX
                                   AMENDMENTS

Section 1.     Amendments.......................................................    43
Section 2.     Entire Board of Directors........................................    43



                                       iii



                                     BY-LAWS

                                       OF

                        HLI BRAKES HOLDING COMPANY, INC.

                     (hereinafter called the "Corporation")

                                    ARTICLE I

                                     OFFICES

                  Section 1. Registered Office. The registered office of the
Corporation shall be in the City of Wilmington, County of New Castle, State of
Delaware.

                  Section 2. Other Offices. The Corporation may also have
offices at such other places, both within and without the State of Delaware, as
the Board of Directors may from time to time determine.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

                  Section 1. Place of Meetings. Meetings of the stockholders for
the election of directors or for any other purpose shall be held at such time
and place, either within or without the State of Delaware, as shall be
designated from time to time by the Board of Directors.



                  Section 2. Annual Meetings. The Annual Meeting of Stockholders
for the election of directors shall be held on such date and at such time as
shall be designated from time to time by the Board of Directors. Any other
proper business may be transacted at the Annual Meeting of Stockholders.

                  Section 3. Special Meetings. Unless otherwise required by law
or by the certificate of incorporation of the Corporation, as amended and
restated from time to time (the "Certificate of Incorporation"), Special
Meetings of Stockholders, for any purpose or purposes, may be called by either
(i) the Chairman, if there be one, or (ii) the President, (iii) any Vice
President, if there be one, (iv) the Secretary or (v) any Assistant Secretary,
if there be one, and shall be called by any such officer at the request in
writing of (i) the Board of Directors, (ii) a committee of the Board of
Directors that has been duly designated by the Board of Directors and whose
powers and authority include the power to call such meetings or (iii)
stockholders owning a majority of the capital stock of the Corporation issued
and outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting. At a Special Meeting of Stockholders, only
such business shall be conducted as shall be specified in the notice of meeting
(or any supplement thereto).

                  Section 4. Notice. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a

                                       2



Special Meeting, the purpose or purposes for which the meeting is called. Unless
otherwise required by law, written notice of any meeting shall be given not less
than ten (10) nor more than sixty (60) days before the date of the meeting to
each stock holder entitled to notice of and to vote at such meeting.

                  Section 5. Adjournments. Any meeting of the stockholders may
be adjourned from time to time to reconvene at the same or some other place, and
notice need not be given of any such adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. At the
adjourned meeting, the Corporation may transact any business which might have
been trans acted at the original meeting. If the adjournment is for more than
thirty (30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, notice of the adjourned meeting in accordance with the
requirements of Section 4 hereof shall be given to each stockholder of record
entitled to notice of and to vote at the meeting.

                  Section 6. Quorum. Unless otherwise required by applicable law
or the Certificate of Incorporation, the holders of a majority of the
Corporation's capital stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business. A quorum, once
established, shall not be broken by the withdrawal of enough votes to leave less
than a quorum. If, however, such

                                       3



quorum shall not be present or represented at any meeting of the stockholders,
the stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, in the manner
provided in Section 5 hereof, until a quorum shall be present or represented.

                  Section 7. Voting. Unless otherwise required by law, the
Certificate of Incorporation or these By-Laws, any question brought before any
meeting of the stockholders, other than the election of directors, shall be
decided by the vote of the holders of a majority of the total number of votes of
the Corporation's capital stock represented and entitled to vote thereat, voting
as a single class. Unless otherwise provided in the Certificate of
Incorporation, and subject to Section 11(a) of this Article II, each stockholder
represented at a meeting of the stockholders shall be entitled to cast one (1)
vote for each share of the capital stock entitled to vote thereat held by such
stockholder. Such votes may be cast in person or by proxy as provided in Section
8 of this Article II. The Board of Directors, in its discretion, or the officer
of the Corporation presiding at a meeting of the stockholders, in such officer's
discretion, may require that any votes cast at such meeting shall be cast by
written ballot.

                  Section 8. Proxies. Each stockholder entitled to vote at a
meeting of the stockholders or to express consent or dissent to corporate action
in writing without a meeting may authorize another person or persons to act for
such stock-

                                       4



holder as proxy, but no such proxy shall be voted upon after three years from
its date, unless such proxy provides for a longer period. Without limiting the
manner in which a stockholder may authorize another person or persons to act for
such stock holder as proxy, the following shall constitute a valid means by
which a stockholder may grant such authority:

                  (i)      A stockholder may execute a writing authorizing
         another person or persons to act for such stockholder as proxy.
         Execution may be accomplished by the stockholder or such stockholder's
         authorized officer, director, employee or agent signing such writing or
         causing such person's signature to be affixed to such writing by any
         reasonable means, including, but not limited to, by facsimile
         signature.

                  (ii)     A stockholder may authorize another person or persons
         to act for such stockholder as proxy by transmitting or authorizing the
         transmission of a telegram or cablegram to the person who will be the
         holder of the proxy or to a proxy solicitation firm, proxy support
         service organization or like agent duly authorized by the person who
         will be the holder of the proxy to receive such telegram or cablegram,
         provided that any such telegram or cablegram must either set forth or
         be submitted with information from which it can be determined that the
         telegram or cablegram was authorized by the stockholder. If it is
         determined that such telegrams or cablegrams are valid,

                                       5



         the inspectors or, if there are no inspectors, such other persons
         making that determination shall specify the information on which they
         relied.

Any copy, facsimile telecommunication or other reliable reproduction of the
writing, telegram or cablegram authorizing another person or persons to act as
proxy for a stockholder may be substituted or used in lieu of the original
writing, telegram or cablegram for any and all purposes for which the original
writing, telegram or cablegram could be used; provided, however, that such copy,
facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing, telegram or cablegram.

                  Section 9. Consent of Stockholders in Lieu of Meeting. Unless
otherwise provided in the Certificate of Incorporation, any action required or
permitted to be taken at any Annual or Special Meeting of Stockholders of the
Corporation may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted
and shall be delivered to the Corporation by delivery to its registered office
in the State of Delaware, its principal place of business, or an officer or
agent of the Corporation having custody of the book in which proceedings of
meetings of the stockholders are recorded. Delivery

                                       6



made to the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. Every written consent shall bear the
date of signature of each stockholder who signs the consent and no written
consent shall be effective to take the corporate action referred to therein
unless, within sixty (60) days of the earliest dated consent delivered in the
manner required by this Section 9 to the Corporation, written consents signed by
a sufficient number of holders to take action are delivered to the Corporation
by delivery to its registered office in the State of Delaware, its principal
place of business, or an officer or agent of the Corporation having custody of
the book in which proceedings of meetings of the stockholders are recorded. Any
copy, facsimile or other reliable reproduction of a consent in writing may be
substituted or used in lieu of the original writing for any and all purposes for
which the original writing could be used, provided that such copy, facsimile or
other reproduction shall be a complete reproduction of the entire original
writing. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing and who, if the action had been taken at a
meeting, would have been entitled to notice of the meeting if the record date
for such meeting had been the date that written consents signed by a sufficient
number of holders to take the action were delivered to the Corporation as
provided above in this Section 9.

                                       7



                  Section 10. List of Stockholders Entitled to Vote. The officer
of the Corporation who has charge of the stock ledger of the Corporation shall
prepare and make, at least ten (10) days before every meeting of the
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting (i) either at a place within the city where
the meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held
or (ii) during ordinary business hours, at the principal place of business of
the Corporation. The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

                  Section 11. Record Date.

                  (a)      In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of the stockholders
or any adjournment thereof, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date shall
not be more than sixty (60) nor less

                                       8



than ten (10) days before the date of such meeting. If no record date is fixed
by the Board of Directors, the record date for determining stockholders entitled
to notice of or to vote at a meeting of the stockholders shall be at the close
of business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held. A determination of stockholders of record entitled to
notice of or to vote at a meeting of the stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

                  (b)      In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors, and which record date shall not be more than ten (10)
days after the date upon which the resolution fixing the record date is adopted
by the Board of Directors. If no record date has been fixed by the Board of
Directors, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is required by applicable law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation by delivery to its registered office in the State
of Delaware, its principal place of business, or an officer or agent

                                       9



of the Corporation having custody of the book in which proceedings of meetings
of the stockholders are recorded. Delivery made to the Corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested. If no record date has been fixed by the Board of Directors and prior
action by the Board of Directors is required by applicable law, the record date
for determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
Board of Directors adopts the resolution taking such prior action.

                  Section 12. Stock Ledger. The stock ledger of the Corporation
shall be the only evidence as to who are the stockholders entitled to examine
the stock ledger, the list required by Section 10 of this Article II or the
books of the Corporation, or to vote in person or by proxy at any meeting of the
stockholders.

                  Section 13. Conduct of Meetings. The Board of Directors of the
Corporation may adopt by resolution such rules and regulations for the conduct
of any meeting of the stockholders as it shall deem appropriate. Except to the
extent inconsistent with such rules and regulations as adopted by the Board of
Directors, the chairman of any meeting of the stockholders shall have the right
and authority to prescribe such rules, regulations and procedures and to do all
such acts as, in the judgment of such chairman, are appropriate for the proper
conduct of the meeting. Such rules, regulations or procedures, whether adopted
by the Board of Directors or

                                       10



prescribed by the chairman of the meeting, may include, without limitation, the
following: (i) the establishment of an agenda or order of business for the
meeting; (ii) the determination of when the polls shall open and close for any
given matter to be voted on at the meeting; (iii) rules and procedures for
maintaining order at the meeting and the safety of those present; (iv)
limitations on attendance at or participation in the meeting to stockholders of
record of the Corporation, their duly authorized and constituted proxies or such
other persons as the chairman of the meeting shall determine; (v) restrictions
on entry to the meeting after the time fixed for the commencement thereof; and
(vi) limitations on the time allotted to questions or comments by participants.

                                   ARTICLE III

                                    DIRECTORS

                  Section 1. Number and Election of Directors. The Board of
Directors shall consist of not less than one nor more than fifteen members, the
exact number of which shall initially be fixed by the Incorporator and
thereafter from time to time by the Board of Directors. Except as provided in
Section 2 of this Article III, directors shall be elected by a plurality of the
votes cast at each Annual Meeting of Stockholders and each director so elected
shall hold office until the next Annual Meeting of Stockholders and until such
director's successor is duly elected and

                                       11



qualified, or until such director's earlier death, resignation or removal.
Directors need not be stockholders.

                  Section 2. Vacancies. Unless otherwise required by law or the
Certificate of Incorporation, vacancies arising through death, resignation,
removal, an increase in the number of directors or otherwise may be filled only
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director, and the directors so chosen shall hold office until
the next annual election and until their successors are duly elected and
qualified, or until their earlier death, resignation or removal.

                  Section 3. Duties and Powers. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of Directors
which may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Certificate of Incorporation or
by these By- Laws required to be exercised or done by the stockholders.

                  Section 4. Meetings. The Board of Directors may hold meetings,
both regular and special, either within or without the State of Delaware.
Regular meetings of the Board of Directors may be held without notice at such
time and at such place as may from time to time be determined by the Board of
Directors. Special meetings of the Board of Directors may be called by the
Chairman, if there be one, the President, or by any director. Notice thereof
stating the place, date and

                                       12



hour of the meeting shall be given to each director either by mail not less than
forty-eight (48) hours before the date of the meeting, by telephone or telegram
on twenty-four (24) hours' notice, or on such shorter notice as the person or
persons calling such meeting may deem necessary or appropriate in the
circumstances.

                  Section 5. Organization. At each meeting of the Board of
Directors, the Chairman of the Board of Directors, or, in his or her absence, a
director chosen by a majority of the directors present, shall act as chairman.
The Secretary of the Corporation shall act as secretary at each meeting of the
Board of Directors. In case the Secretary shall be absent from any meeting of
the Board of Directors, an Assistant Secretary shall perform the duties of
secretary at such meeting; and in the absence from any such meeting of the
Secretary and all the Assistant Secretaries, the chairman of the meeting may
appoint any person to act as secretary of the meeting.

                  Section 6. Resignations and Removals of Directors. Any
director of the Corporation may resign at any time, by giving notice in writing
to the Chair man of the Board of Directors, the President or the Secretary of
the Corporation. Such resignation shall take effect at the time therein
specified or, if no time is specified, immediately; and, unless otherwise
specified in such notice, the acceptance of such resignation shall not be
necessary to make it effective. Except as otherwise required by applicable law
and subject to the rights, if any, of the holders of shares of preferred stock
then outstanding, any director or the entire Board of Directors may be

                                       13



removed from office at any time by the affirmative vote of the holders of at
least a majority in voting power of the issued and outstanding capital stock of
the Corporation entitled to vote in the election of directors.

                  Section 7. Quorum. Except as otherwise required by law or the
Certificate of Incorporation, at all meetings of the Board of Directors, a
majority of the entire Board of Directors shall constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting of the time and
place of the adjourned meeting, until a quorum shall be present.

                  Section 8. Actions of the Board by Written Consent. Unless
otherwise provided in the Certificate of Incorporation or these By-Laws, any
action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting, if all the
members of the Board of Directors or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors or committee.

                                       14



                  Section 9. Meetings by Means of Conference Telephone. Unless
otherwise provided in the Certificate of Incorporation or these By-Laws, members
of the Board of Directors of the Corporation, or any committee thereof, may
participate in a meeting of the Board of Directors or such committee by means of
a conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this Section 9 shall constitute presence in person at such
meeting.

                  Section 10. Committees. The Board of Directors may designate
one or more committees, each committee to consist of one or more of the
directors of the Corporation. The Board of Directors may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of any such committee. In the absence or
disqualification of a member of a committee, and in the absence of a designation
by the Board of Directors of an alternate member to replace the absent or
disqualified member, the member or members thereof present at any meeting and
not disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any absent or disqualified member. Any committee,
to the extent permitted by law and provided in the resolution establishing such
committee, shall have and may exercise all the powers and authority of the Board
of Directors in the management of

                                       15



the business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it. Each committee
shall keep regular minutes and report to the Board of Directors when required.

                  Section 11. Compensation. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary for service as director, payable in cash or securities. No
such payment shall preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor. Members of special or
standing committees may be allowed like compensation for service as committee
members.

                  Section 12. Interested Directors. No contract or transaction
between the Corporation and one or more of its directors or officers, or between
the Corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers or have a financial interest, shall be void or voidable solely for this
reason, or solely because the director or officer is present at or participates
in the meeting of the Board of Directors or committee thereof which authorizes
the contract or transaction, or solely because any such director's or officer's
vote is counted for such purpose if: (i) the material facts as to the director's
or officer's relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or the

                                       16



committee, and the Board of Directors or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or (ii) the material facts as to the director's or officer's
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders;
or (iii) the contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified by the Board of Directors, a commit
tee thereof or the stockholders. Common or interested directors may be counted
in determining the presence of a quorum at a meeting of the Board of Directors
or of a committee which authorizes the contract or transaction.

                                   ARTICLE IV

                                    OFFICERS

                  Section 1. General. The officers of the Corporation shall be
chosen by the Board of Directors and shall be a President, a Secretary and a
Treasurer. The Board of Directors, in its discretion, also may choose a
Chairman of the Board of Directors (who must be a director) and one or more Vice
Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any
number of offices may be held by the same person, unless otherwise prohibited by
law, the Certificate

                                       17



of Incorporation or these By-Laws. The officers of the Corporation need not be
stockholders of the Corporation nor, except in the case of the Chairman of the
Board of Directors, need such officers be directors of the Corporation.

                  Section 2. Election. The Board of Directors, at its first
meeting held after each Annual Meeting of Stockholders (or action by written
consent of stockholders in lieu of the Annual Meeting of Stockholders), shall
elect the officers of the Corporation who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors; and each officer of the
Corporation shall hold office until such officer's successor is elected and
qualified, or until such officer's earlier death, resignation or removal. Any
officer elected by the Board of Directors may be removed at any time by the
Board of Directors. Any vacancy occurring in any office of the Corporation shall
be filled by the Board of Directors. The salaries of all officers of the
Corporation shall be fixed by the Board of Directors.

                  Section 3. Voting Securities Owned by the Corporation. Powers
of attorney, proxies, waivers of notice of meeting, consents and other
instruments relating to securities owned by the Corporation may be executed in
the name of and on behalf of the Corporation by the President or any Vice
President or any other officer authorized to do so by the Board of Directors and
any such officer may, in the name of and on behalf of the Corporation, take all
such action as any such officer

                                       18



may deem advisable to vote in person or by proxy at any meeting of security
holders of any corporation in which the Corporation may own securities and at
any such meeting shall possess and may exercise any and all rights and power
incident to the ownership of such securities and which, as the owner thereof,
the Corporation might have exercised and possessed if present. The Board of
Directors may, by resolution, from time to time confer like powers upon any
other person or persons.

                  Section 4. Chairman of the Board of Directors. The Chairman of
the Board of Directors, if there be one, shall preside at all meetings of the
stockholders and of the Board of Directors. The Chairman of the Board of
Directors shall be the Chief Executive Officer of the Corporation, unless the
Board of Directors designates the President as the Chief Executive Officer, and,
except where by law the signature of the President is required, the Chairman of
the Board of Directors shall possess the same power as the President to sign all
contracts, certificates and other instruments of the Corporation which may be
authorized by the Board of Directors. During the absence or disability of the
President, the Chairman of the Board of Directors shall exercise all the powers
and discharge all the duties of the President. The Chairman of the Board of
Directors shall also perform such other duties and may exercise such other
powers as may from time to time be assigned by these By-Laws or by the Board of
Directors.

                                       19



                  Section 5. President. The President shall, subject to the
control of the Board of Directors and, if there be one, the Chairman of the
Board of Directors, have general supervision of the business of the Corporation
and shall see that all orders and resolutions of the Board of Directors are
carried into effect. The President shall execute all bonds, mortgages, contracts
and other instruments of the Corporation requiring a seal, under the seal of
the Corporation, except where required or permitted by law to be otherwise
signed and executed and except that the other officers of the Corporation may
sign and execute documents when so authorized by these By-Laws, the Board of
Directors or the President. In the absence or disability of the Chairman of the
Board of Directors, or if there be none, the President shall preside at all
meetings of the stockholders and, provided the President is also a director, the
Board of Directors. If there be no Chairman of the Board of Directors, or if the
Board of Directors shall otherwise designate, the President shall be the Chief
Executive Officer of the Corporation. The President shall also perform such
other duties and may exercise such other powers as may from time to time be
assigned to such officer by these By-Laws or by the Board of Directors.

                  Section 6. Vice Presidents. At the request of the President or
in the President's absence or in the event of the President's inability or
refusal to act (and if there be no Chairman of the Board of Directors), the Vice
President, or the Vice Presidents if there are more than one (in the order
designated by the Board of

                                       20



Directors), shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. Each Vice President shall perform such other duties and have such
other powers as the Board of Directors from time to time may prescribe. If there
be no Chairman of the Board of Directors and no Vice President, the Board of
Directors shall designate the officer of the Corporation who, in the absence of
the President or in the event of the inability or refusal of the President to
act, shall perform the duties of the President, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the President.

                  Section 7. Secretary. The Secretary shall attend all meetings
of the Board of Directors and all meetings of the stockholders and record all
the proceedings thereat in a book or books to be kept for that purpose; the
Secretary shall also perform like duties for committees of the Board of
Directors when required. The Secretary shall give, or cause to be given, notice
of all meetings of the stock holders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors, the Chairman of the Board of Directors or the President, under
whose supervision the Secretary shall be. If the Secretary shall be unable or
shall refuse to cause to be given notice of all meetings of the stockholders and
special meetings of the Board of Directors, and if there be no Assistant
Secretary, then either the Board of Directors or the President may choose

                                       21



another officer to cause such notice to be given. The Secretary shall have
custody of the seal of the Corporation and the Secretary or any Assistant
Secretary, if there be one, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by the signature
of the Secretary or by the signature of any such Assistant Secretary. The Board
of Directors may give general authority to any other officer to affix the seal
of the Corporation and to attest to the affixing by such officer's signature.
The Secretary shall see that all books, reports, statements, certificates and
other documents and records required by law to be kept or filed are properly
kept or filed, as the case may be.

                  Section 8. Treasurer. The Treasurer shall have the custody of
the corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all transactions as Treasurer and of the financial condition of the Corporation.
If required by the Board of Directors, the Treasurer shall give the Corporation
a bond in such sum and with such surety or sureties as

                                       22



shall be satisfactory to the Board of Directors for the faithful performance of
the duties of the office of the Treasurer and for the restoration to the
Corporation, in case of the Treasurer's death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in the Treasurer's possession or under the Treasurer's control
belonging to the Corporation.

                  Section 9. Other Officers. Such other officers as the Board of
Directors may choose shall perform such duties and have such powers as from time
to time may be assigned to them by the Board of Directors. The Board of
Directors may delegate to any other officer of the Corporation the power to
choose such other officers and to prescribe their respective duties and powers.

                                    ARTICLE V

                                      STOCK

                  Section 1. Form of Certificates. Every holder of stock in the
Corporation shall be entitled to have a certificate signed by, or in the name of
the Corporation (i) by the Chairman of the Board of Directors, or the President
or a Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary of the Corporation, certifying the number of
shares owned by such stockholder in the Corporation.

                                       23



                  Section 2. Signatures. Any or all of the signatures on a
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such person were such officer, transfer agent or registrar at the date of
issue.

                  Section 3. Lost Certificates. The Board of Directors may
direct a new certificate to be issued in place of any certificate theretofore
issued by the Corporation alleged to have been lost, stolen or destroyed, upon
the making of an affidavit of that fact by the person claiming the certificate
of stock to be lost, stolen or destroyed. When authorizing such issue of a new
certificate, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate, or such owner's legal representative, to advertise the
same in such manner as the Board of Directors shall require and/or to give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation on account of the alleged loss, theft
or destruction of such certificate or the issuance of such new certificate.

                  Section 4. Transfers. Stock of the Corporation shall be
transfer able in the manner prescribed by applicable law and in these By-Laws.
Transfers of

                                       24



stock shall be made on the books of the Corporation only by the person named in
the certificate or by such person's attorney lawfully constituted in writing and
upon the surrender of the certificate therefor, properly endorsed for transfer
and payment of all necessary transfer taxes; provided, however, that such
surrender and endorsement or payment of taxes shall not be required in any case
in which the officers of the Corporation shall determine to waive such
requirement. Every certificate exchanged, returned or surrendered to the
Corporation shall be marked "Cancelled," with the date of cancellation, by the
Secretary or Assistant Secretary of the Corporation or the transfer agent
thereof. No transfer of stock shall be valid as against the Corporation for any
purpose until it shall have been entered in the stock records of the Corporation
by an entry showing from and to whom transferred.

                  Section 5. Dividend Record Date. In order that the Corporation
may determine the stockholders entitled to receive payment of any dividend or
other distribution or allotment of any rights or the stockholders entitled to
exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty (60) days prior to such action. If no record date is fixed, the
record date for determining stockholders for

                                       25



any such purpose shall be at the close of business on the day on which the Board
of Directors adopts the resolution relating thereto.

                  Section 6. Record Owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise required by
law.

                  Section 7. Transfer and Registry Agents. The Corporation may
from time to time maintain one or more transfer offices or agencies and registry
offices or agencies at such place or places as may be determined from time to
time by the Board of Directors.

                                   ARTICLE VI

                                     NOTICES

                  Section 1. Notices. Whenever written notice is required by
law, the Certificate of Incorporation or these By-Laws, to be given to any
director, member of a committee or stockholder, such notice may be given by
mail, addressed to such director, member of a committee or stockholder, at such
person's address as it

                                       26



appears on the records of the Corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Written notice may also be given personally
or by telegram, telex or cable.

                  Section 2. Waivers of Notice. Whenever any notice is required
by applicable law, the Certificate of Incorporation or these By-Laws, to be
given to any director, member of a committee or stockholder, a waiver thereof in
writing, signed by the person or persons entitled to notice, whether before or
after the time stated therein, shall be deemed equivalent thereto. Attendance of
a person at a meeting, present in person or represented by proxy, shall
constitute a waiver of notice of such meeting, except where the person attends
the meeting for the express purpose of objecting at the beginning of the meeting
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
Annual or Special Meeting of Stockholders or any regular or special meeting of
the directors or members of a committee of directors need be specified in any
written waiver of notice unless so required by law, the Certificate of
Incorporation or these By-Laws.

                                       27



                                   ARTICLE VII

                               GENERAL PROVISIONS

                  Section 1. Dividends. Dividends upon the capital stock of the
Corporation, subject to the requirements of the General Corporation Law of the
State of Delaware (the "DGCL") and the provisions of the Certificate of
Incorporation, if any, may be declared by the Board of Directors at any regular
or special meeting of the Board of Directors (or any action by written consent
in lieu thereof in accordance with Section 8 of Article III hereof), and may be
paid in cash, in property, or in shares of the Corporation's capital stock.
Before payment of any dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Board of Directors
from time to time, in its absolute discretion, deems proper as a reserve or
reserves to meet contingencies, or for purchasing any of the shares of capital
stock, warrants, rights, options, bonds, debentures, notes, scrip or other
securities or evidences of indebtedness of the Corporation, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for any proper purpose, and the Board of Directors may modify or abolish any
such reserve.

                  Section 2. Disbursements. All checks or demands for money and
notes of the Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time
designate.

                                       28



                  Section 3. Fiscal Year. The fiscal year of the Corporation
shall be fixed by resolution of the Board of Directors.

                  Section 4. Corporate Seal. The corporate seal shall have
inscribed thereon the name of the Corporation, the year of its organization and
the words "Corporate Seal, Delaware". The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                 INDEMNIFICATION

                  Section 1. Power to Indemnify in Actions, Suits or Proceedings
other than Those by or in the Right of the Corporation. Subject to Section 3 of
this Article VIII, the Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation), by
reason of the fact that such person is or was a director or officer of the
Corporation, or is or was a director or officer of the Corporation serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such

                                       29



action, suit or proceeding if such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had no
reason able cause to believe such person's conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which such
person reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that such person's conduct was unlawful.

                  Section 2. Power to Indemnify in Actions, Suits or Proceedings
by or in the Right of the Corporation. Subject to Section 3 of this Article
VIII, the Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that such person is or was a director or officer of the
Corporation, or is or was a director or officer of the Corporation serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action

                                       30



or suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Corporation; except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery of the State of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

                  Section 3. Authorization of Indemnification. Any
indemnification under this Article VIII (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the present or former director or officer
is proper in the circumstances because such person has met the applicable
standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as
the case may be. Such determination shall be made, with respect to a person who
is a director or officer at the time of such determination, (i) by a majority
vote of the directors who are not parties to such action, suit or proceeding,
even though less than a quorum, or (ii) by a committee of such directors
designated by a majority vote of such directors, even though less than a quorum,
or (iii) if there are no such directors, or if such directors so direct, by
independent legal

                                       31



counsel in a written opinion or (iv) by the stockholders. Such determination
shall be made, with respect to former directors and officers, by any person or
persons having the authority to act on the matter on behalf of the Corporation.
To the extent, however, that a present or former director or officer of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding described above, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith, without the necessity of authorization in the specific case.

                  Section 4. Good Faith Defined. For purposes of any
determination under Section 3 of this Article VIII, a person shall be deemed to
have acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the Corporation, or, with respect to
any criminal action or proceeding, to have had no reasonable cause to believe
such person's conduct was unlawful, if such person's action is based on the
records or books of account of the Corporation or another enterprise, or on
information supplied to such person by the officers of the Corporation or
another enterprise in the course of their duties, or on the advice of legal
counsel for the Corporation or another enterprise or on information or records
given or reports made to the Corporation or another enterprise by an independent
certified public accountant or by an appraiser or other expert selected

                                       32



with reasonable care by the Corporation or another enterprise. The provisions of
this Section 4 shall not be deemed to be exclusive or to limit in any way the
circumstances in which a person may be deemed to have met the applicable
standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as
the case may be.

                  Section 5. Indemnification by a Court. Notwithstanding any
contrary determination in the specific case under Section 3 of this Article
VIII, and notwithstanding the absence of any determination thereunder, any
director or officer may apply to the Court of Chancery of the State of Delaware
or any other court of competent jurisdiction in the State of Delaware for
indemnification to the extent otherwise permissible under Section 1 or Section 2
of this Article VIII. The basis of such indemnification by a court shall be a
determination by such court that indemnification of the director or officer is
proper in the circumstances because such person has met the applicable standard
of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case
may be. Neither a contrary determination in the specific case under Section 3 of
this Article VIII nor the absence of any determination thereunder shall be a
defense to such application or create a presumption that the director or officer
seeking indemnification has not met any applicable standard of conduct. Notice
of any application for indemnification pursuant to this Section 5 shall be given
to the Corporation promptly upon the filing of such application. If successful,

                                       33



in whole or in part, the director or officer seeking indemnification shall also
be entitled to be paid the expense of prosecuting such application.

                  Section 6. Expenses Payable in Advance. Expenses (including
attorneys' fees) incurred by a director or officer in defending any civil,
criminal, administrative or investigative action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be determined
that such person is not entitled to be indemnified by the Corporation as
authorized in this Article VIII. Such expenses (including attorneys' fees)
incurred by former directors and officers or other employees and agents may be
so paid upon such terms and conditions, if any, as the Corporation deems
appropriate.

                  Section 7. Nonexclusivity of Indemnification and Advancement
of Expenses. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article VIII shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under the Certificate of Incorporation, these By-Laws,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in such person's official capacity and as to action in another
capacity while holding such office, it being the policy of the Corporation that
indemnification of the persons specified in

                                       34



Section 1 and Section 2 of this Article VIII shall be made to the fullest extent
permitted by law. The provisions of this Article VIII shall not be deemed to
preclude the indemnification of any person who is not specified in Section 1 or
Section 2 of this Article VIII but whom the Corporation has the power or
obligation to indemnify under the provisions of the DGCL, or otherwise.

                  Section 8. Insurance. The Corporation may purchase and
maintain insurance on behalf of any person who is or was a director or officer
of the Corporation, or is or was a director or officer of the Corporation
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and incurred by
such person in any such capacity, or arising out of such person's status as
such, whether or not the Corporation would have the power or the obligation to
indemnify such person against such liability under the provisions of this
Article VIII.

                  Section 9. Certain Definitions. For purposes of this Article
VIII, references to "the Corporation" shall include, in addition to the
resulting corporation, any constituent corporation (including any constituent of
a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors or officers, so that any person who is or was a director or officer of
such constituent corporation, or is or was a director

                                       35



or officer of such constituent corporation serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partner ship, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Article VIII with respect to
the resulting or surviving corporation as such person would have with respect to
such constituent corporation if its separate existence had continued. The term
"another enterprise" as used in this Article VIII shall mean any other
corporation or any partnership, joint venture, trust, employee benefit plan or
other enterprise of which such person is or was serving at the request of the
Corporation as a director, officer, employee or agent. For purposes of this
Article VIII, references to "fines" shall include any excise taxes assessed on a
person with respect to an employee benefit plan; and references to "serving at
the request of the Corporation" shall include any service as a director,
officer, employee or agent of the Corporation which imposes duties on, or
involves services by, such director or officer with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner such person reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the Corporation"
as referred to in this Article VIII.

                  Section 10. Survival of Indemnification and Advancement of
Expenses. The indemnification and advancement of expenses provided by, or

                                       36



granted pursuant to, this Article VIII shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director
or officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.

                  Section 11. Limitation on Indemnification. Notwithstanding
anything contained in this Article VIII to the contrary, except for proceedings
to enforce rights to indemnification (which shall be governed by Section 5 of
this Article VIII), the Corporation shall not be obligated to indemnify any
director or officer (or his or her heirs, executors or personal or legal
representatives) or advance expenses in connection with a proceeding (or part
thereof) initiated by such person unless such proceeding (or part thereof) was
authorized or consented to by the Board of Directors of the Corporation.

                  Section 12. Indemnification of Employees and Agents. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, provide rights to indemnification and to the advancement of expenses
to employees and agents of the Corporation similar to those conferred in this
Article VIII to directors and officers of the Corporation.

                                       37



                                   ARTICLE IX

                                   AMENDMENTS

                  Section 1. Amendments. These By-Laws may be altered, amended
or repealed, in whole or in part, or new By-Laws may be adopted by the
stockholders or by the Board of Directors; provided, however, that notice of
such alteration, amendment, repeal or adoption of new By-Laws be contained in
the notice of such meeting of the stockholders or Board of Directors, as the
case may be. All such amendments must be approved by either the holders of a
majority of the outstanding capital stock entitled to vote thereon or by a
majority of the entire Board of Directors then in office.

                  Section 2. Entire Board of Directors. As used in this Article
IX and in these By-Laws generally, the term "entire Board of Directors" means
the total number of directors which the Corporation would have if there were no
vacancies.

                                      * * *
Adopted as of: April 17, 2003

                                       38

EX-3.15

                                                                    EXHIBIT 3.15

                          CERTIFICATE OF INCORPORATION

                                       OF

                       HLI SERVICES HOLDING COMPANY, INC.

                  FIRST: The name of the Corporation is HLI Services Holding
Company, Inc. (hereinafter the "Corporation").

                  SECOND: The address of the registered office of the
Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, in the
City of Wilmington, County of New Castle. The name of its registered agent at
that address is Corporation Service Company.

                  THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which a corporation may be organized under the
General Corporation Law of the State of Delaware as set forth in Title 8 of the
Delaware Code (the "GCL").

                  FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is 1,000 shares of Common Stock, each
having a par value of $.01.

                  FIFTH: The name and mailing address of the Sole Incorporator
is as follows:



      Name                                               Address
      ----                                               -------
                                               
Deborah M. Reusch                                 P.O. Box 636
                                                  Wilmington, DE 19899


                  SIXTH: The following provisions are inserted for the
management of the business and the conduct of the affairs of the Corporation,
and for further definition, limitation and regulation of the powers of the
Corporation and of its directors and stockholders:

         (1) The business and affairs of the Corporation shall be managed by or
         under the direction of the Board of Directors.

         (2) The directors shall have concurrent power with the stockholders to
         make, alter, amend, change, add to or repeal the By-Laws of the
         Corporation.



         (3) The number of directors of the Corporation shall be as from time to
         time fixed by, or in the manner provided in, the By-Laws of the
         Corporation. Election of directors need not be by written ballot unless
         the By-Laws so provide.

         (4) No director shall be personally liable to the Corporation or any of
         its stockholders for monetary damages for breach of fiduciary duty as a
         director, except for liability (i) for any breach of the director's
         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) pursuant to Section 174 of the
         Delaware General Corporation Law or (iv) for any transaction from which
         the director derived an improper personal benefit. Any repeal or
         modification of this Article SIXTH by the stockholders of the
         Corporation shall not adversely affect any right or protection of a
         director of the Corporation existing at the time of such repeal or
         modification with respect to acts or omissions occurring prior to such
         repeal or modification.

         (5) In addition to the powers and authority hereinbefore or by statute
         expressly conferred upon them, the directors are hereby empowered to
         exercise all such powers and do all such acts and things as may be
         exercised or done by the Corporation, subject, nevertheless, to the
         provisions of the GCL, this Certificate of Incorporation, and any
         By-Laws adopted by the stockholders; provided, however, that no By-Laws
         hereafter adopted by the stockholders shall invalidate any prior act of
         the directors which would have been valid if such By-Laws had not been
         adopted.

                  SEVENTH: The Corporation shall indemnify its directors and
officers to the fullest extent authorized or permitted by law, as now or
hereafter in effect, and such right to indemnification shall continue as to a
person who has ceased to be a director or officer of the Corporation and shall
inure to the benefit of his or her heirs, executors and personal and legal
representatives; provided, however, that, except for proceedings to enforce
rights to indemnification, the Corporation shall not be obligated to indemnify
any director or officer (or his or her heirs, executors or personal or legal
representatives) in connection with a proceeding (or part thereof) initiated by
such person unless such proceeding (or part thereof) was authorized or consented
to by the Board of Directors. The right to indemnification conferred by this
Article SEVENTH shall include the right to be paid by the Corporation the
expenses incurred in defending or otherwise participating in any proceeding in
advance of its final disposition.

                  The Corporation may, to the extent authorized from time to
time by the Board of Directors, provide rights to indemnification and to the
advancement of expenses to employees and agents of the Corporation similar to
those conferred in this Article SEVENTH to directors and officers of the
Corporation.

                                       2



                  The rights to indemnification and to the advance of expenses
conferred in this Article SEVENTH shall not be exclusive of any other right
which any person may have or hereafter acquire under this Certificate of
Incorporation, the By-Laws of the Corporation, any statute, agreement, vote of
stockholders or disinterested directors or otherwise.

                  Any repeal or modification of this Article SEVENTH by the
stockholders of the Corporation shall not adversely affect any rights to
indemnification and to the advancement of expenses of a director or officer of
the Corporation existing at the time of such repeal or modification with respect
to any acts or omissions occurring prior to such repeal or modification.

                  EIGHTH: Meetings of stockholders may be held within or without
the State of Delaware, as the By-Laws may provide. The books of the Corporation
may be kept (subject to any provision contained in the GCL) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the Corporation.

                  NINTH: 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.

                            [SIGNATURE PAGE FOLLOWS]

                                       3



                  I, THE UNDERSIGNED, being the Sole Incorporator hereinbefore
named, for the purpose of forming a corporation pursuant to the GCL, do make
this Certificate, hereby declaring and certifying that this is my act and deed
and the facts herein stated are true, and accordingly have hereunto set my hand
this 17th day of April, 2003.

                                                     /s/Deborah M. Reusch
                                                     ---------------------------
                                                     Deborah M. Reusch
                                                     Sole Incorporator

                                       4

EX-3.16

                                                                    EXHIBIT 3.16

                                     BY-LAWS

                                       OF

                       HLI SERVICES HOLDING COMPANY, INC.

                             A Delaware Corporation

                            Effective April 17, 2003



                                TABLE OF CONTENTS



                                                                                                 PAGE
                                                                                                 ----
                                                                                              
                                              ARTICLE I
                                               OFFICES

Section 1.        Registered Office............................................................     1
Section 2.        Other Offices................................................................     1

                                             ARTICLE II
                                      MEETINGS OF STOCKHOLDERS

Section 1.        Place of Meetings............................................................     2
Section 2.        Annual Meetings..............................................................     2
Section 3.        Special Meetings.............................................................     2
Section 4.        Notice.......................................................................     3
Section 5.        Adjournments.................................................................     3
Section 6.        Quorum.......................................................................     4
Section 7.        Voting.......................................................................     5
Section 8.        Proxies......................................................................     6
Section 9.        Consent of Stockholders in Lieu of Meeting...................................     8
Section 10.       List of Stockholders Entitled to Vote........................................     9
Section 11.       Record Date..................................................................    10
Section 12.       Stock Ledger.................................................................    12
Section 13.       Conduct of Meetings..........................................................    12
Section 14.       Inspectors of Election.......................................................    13

                                             ARTICLE III
                                              DIRECTORS

Section 1.        Number and Election of Directors.............................................    14
Section 2.        Vacancies....................................................................    15
Section 3.        Duties and Powers............................................................    15
Section 4.        Meetings.....................................................................    15
Section 5.        Organization.................................................................    16
Section 6.        Resignations and Removals of Directors.......................................    16
Section 7.        Quorum.......................................................................    17


                                        i



                                                                                                
Section 8.        Actions of the Board by Written Consent......................................    18
Section 9.        Meetings by Means of Conference Telephone....................................    18
Section 10.       Committees...................................................................    19
Section 11.       Compensation.................................................................    20
Section 12.       Interested Directors.........................................................    20

                                             ARTICLE IV
                                              OFFICERS

Section 1.        General......................................................................    21
Section 2.        Election.....................................................................    22
Section 3.        Voting Securities Owned by the Corporation...................................    22
Section 4.        Chairman of the Board of Directors...........................................    23
Section 5.        President....................................................................    24
Section 6.        Vice Presidents..............................................................    24
Section 7.        Secretary....................................................................    25
Section 8.        Treasurer....................................................................    26
Section 9.        Assistant Secretaries........................................................    27
Section 10.       Assistant Treasurers.........................................................    27
Section 11.       Other Officers...............................................................    28

                                              ARTICLE V
                                                STOCK

Section 1.        Form of Certificates.........................................................    28
Section 2.        Signatures...................................................................    29
Section 3.        Lost Certificates............................................................    29
Section 4.        Transfers....................................................................    29
Section 5.        Dividend Record Date.........................................................    30
Section 6.        Record Owners................................................................    31
Section 7.        Transfer and Registry Agents.................................................    31

                                             ARTICLE VI
                                               NOTICES

Section 1.        Notices......................................................................    31
Section 2.        Waivers of Notice............................................................    32



                                       ii



                                                                                                
                                             ARTICLE VII
                                         GENERAL PROVISIONS

Section 1.        Dividends....................................................................    33
Section 2.        Disbursements................................................................    33
Section 3.        Fiscal Year..................................................................    34
Section 4.        Corporate Seal...............................................................    34

                                            ARTICLE VIII
                                           INDEMNIFICATION

Section 1.        Power to Indemnify in Actions, Suits or Proceedings
                  other than Those by or in the Right of the Corporation.......................    34
Section 2.        Power to Indemnify in Actions, Suits or Proceedings
                  by or in the Right of the Corporation........................................    35
Section 3.        Authorization of Indemnification.............................................    36
Section 4.        Good Faith Defined...........................................................    37
Section 5.        Indemnification by a Court...................................................    38
Section 6.        Expenses Payable in Advance..................................................    39
Section 7.        Nonexclusivity of Indemnification and Advancement of Expenses................    39
Section 8.        Insurance....................................................................    40
Section 9.        Certain Definitions..........................................................    40
Section 10.       Survival of Indemnification and Advancement of Expenses......................    42
Section 11.       Limitation on Indemnification................................................    42
Section 12.       Indemnification of Employees and Agents......................................    42

                                             ARTICLE IX
                                             AMENDMENTS

Section 1.        Amendments...................................................................    43
Section 2.        Entire Board of Directors....................................................    43



                                       iii



                                     BY-LAWS

                                       OF

                       HLI SERVICES HOLDING COMPANY, INC.

                     (hereinafter called the "Corporation")

                                    ARTICLE I

                                     OFFICES

                  Section 1. Registered Office. The registered office of the
Corporation shall be in the City of Wilmington, County of New Castle, State of
Delaware.

                  Section 2. Other Offices. The Corporation may also have
offices at such other places, both within and without the State of Delaware, as
the Board of Directors may from time to time determine.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

                  Section 1. Place of Meetings. Meetings of the stockholders for
the election of directors or for any other purpose shall be held at such time
and place, either within or without the State of Delaware, as shall be
designated from time to time by the Board of Directors.



                  Section 2. Annual Meetings. The Annual Meeting of Stockholders
for the election of directors shall be held on such date and at such time as
shall be designated from time to time by the Board of Directors. Any other
proper business may be transacted at the Annual Meeting of Stockholders.

                  Section 3. Special Meetings. Unless otherwise required by law
or by the certificate of incorporation of the Corporation, as amended and
restated from time to time (the "Certificate of Incorporation"), Special
Meetings of Stockholders, for any purpose or purposes, may be called by either
(i) the Chairman, if there be one, or (ii) the President, (iii) any Vice
President, if there be one, (iv) the Secretary or (v) any Assistant Secretary,
if there be one, and shall be called by any such officer at the request in
writing of (i) the Board of Directors, (ii) a committee of the Board of
Directors that has been duly designated by the Board of Directors and whose
powers and authority include the power to call such meetings or (iii)
stockholders owning a majority of the capital stock of the Corporation issued
and outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting. At a Special Meeting of Stockholders, only
such business shall be conducted as shall be specified in the notice of meeting
(or any supplement thereto).

                  Section 4. Notice. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a

                                        2



Special Meeting, the purpose or purposes for which the meeting is called. Unless
otherwise required by law, written notice of any meeting shall be given not less
than ten (10) nor more than sixty (60) days before the date of the meeting to
each stock holder entitled to notice of and to vote at such meeting.

                  Section 5. Adjournments. Any meeting of the stockholders may
be adjourned from time to time to reconvene at the same or some other place, and
notice need not be given of any such adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. At the
adjourned meeting, the Corporation may transact any business which might have
been trans acted at the original meeting. If the adjournment is for more than
thirty (30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, notice of the adjourned meeting in accordance with the
requirements of Section 4 hereof shall be given to each stockholder of record
entitled to notice of and to vote at the meeting.

                  Section 6. Quorum. Unless otherwise required by applicable law
or the Certificate of Incorporation, the holders of a majority of the
Corporation's capital stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business. A quorum, once
established, shall not be broken by the withdrawal of enough votes to leave less
than a quorum. If, however, such

                                        3



quorum shall not be present or represented at any meeting of the stockholders,
the stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, in the manner
provided in Section 5 hereof, until a quorum shall be present or represented.

                  Section 7. Voting. Unless otherwise required by law, the
Certificate of Incorporation or these By-Laws, any question brought before any
meeting of the stockholders, other than the election of directors, shall be
decided by the vote of the holders of a majority of the total number of votes of
the Corporation's capital stock represented and entitled to vote thereat, voting
as a single class. Unless otherwise provided in the Certificate of
Incorporation, and subject to Section 11(a) of this Article II, each stockholder
represented at a meeting of the stockholders shall be entitled to cast one (1)
vote for each share of the capital stock entitled to vote thereat held by such
stockholder. Such votes may be cast in person or by proxy as provided in Section
8 of this Article II. The Board of Directors, in its discretion, or the officer
of the Corporation presiding at a meeting of the stockholders, in such officer's
discretion, may require that any votes cast at such meeting shall be cast by
written ballot.

                  Section 8. Proxies. Each stockholder entitled to vote at a
meeting of the stockholders or to express consent or dissent to corporate action
in writing without a meeting may authorize another person or persons to act for
such stock-

                                       4



holder as proxy, but no such proxy shall be voted upon after three years from
its date, unless such proxy provides for a longer period. Without limiting the
manner in which a stockholder may authorize another person or persons to act for
such stock holder as proxy, the following shall constitute a valid means by
which a stockholder may grant such authority:

                  (i)      A stockholder may execute a writing authorizing
         another person or persons to act for such stockholder as proxy.
         Execution may be accomplished by the stockholder or such stockholder's
         authorized officer, director, employee or agent signing such writing or
         causing such person's signature to be affixed to such writing by any
         reasonable means, including, but not limited to, by facsimile
         signature.

                  (ii)     A stockholder may authorize another person or persons
         to act for such stockholder as proxy by transmitting or authorizing the
         transmission of a telegram or cablegram to the person who will be the
         holder of the proxy or to a proxy solicitation firm, proxy support
         service organization or like agent duly authorized by the person who
         will be the holder of the proxy to receive such telegram or cablegram,
         provided that any such telegram or cablegram must either set forth or
         be submitted with information from which it can be determined that the
         telegram or cablegram was authorized by the stockholder. If it is
         determined that such telegrams or cablegrams are valid,

                                       5



         the inspectors or, if there are no inspectors, such other persons
         making that determination shall specify the information on which they
         relied.

Any copy, facsimile telecommunication or other reliable reproduction of the
writing, telegram or cablegram authorizing another person or persons to act as
proxy for a stockholder may be substituted or used in lieu of the original
writing, telegram or cablegram for any and all purposes for which the original
writing, telegram or cablegram could be used; provided, however, that such copy,
facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing, telegram or cablegram.

                  Section 9. Consent of Stockholders in Lieu of Meeting. Unless
otherwise provided in the Certificate of Incorporation, any action required or
permitted to be taken at any Annual or Special Meeting of Stockholders of the
Corporation may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted
and shall be delivered to the Corporation by delivery to its registered office
in the State of Delaware, its principal place of business, or an officer or
agent of the Corporation having custody of the book in which proceedings of
meetings of the stockholders are recorded. Delivery

                                       6



made to the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. Every written consent shall bear the
date of signature of each stockholder who signs the consent and no written
consent shall be effective to take the corporate action referred to therein
unless, within sixty (60) days of the earliest dated consent delivered in the
manner required by this Section 9 to the Corporation, written consents signed by
a sufficient number of holders to take action are delivered to the Corporation
by delivery to its registered office in the State of Delaware, its principal
place of business, or an officer or agent of the Corporation having custody of
the book in which proceedings of meetings of the stockholders are recorded. Any
copy, facsimile or other reliable reproduction of a consent in writing may be
substituted or used in lieu of the original writing for any and all purposes for
which the original writing could be used, provided that such copy, facsimile or
other reproduction shall be a complete reproduction of the entire original
writing. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing and who, if the action had been taken at a
meeting, would have been entitled to notice of the meeting if the record date
for such meeting had been the date that written consents signed by a sufficient
number of holders to take the action were delivered to the Corporation as
provided above in this Section 9.

                                       7



                  Section 10. List of Stockholders Entitled to Vote. The officer
of the Corporation who has charge of the stock ledger of the Corporation shall
prepare and make, at least ten (10) days before every meeting of the
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting (i) either at a place within the city where
the meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held
or (ii) during ordinary business hours, at the principal place of business of
the Corporation. The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

                  Section 11. Record Date.

                  (a)      In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of the stockholders
or any adjournment thereof, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date shall
not be more than sixty (60) nor less

                                       8



than ten (10) days before the date of such meeting. If no record date is fixed
by the Board of Directors, the record date for determining stockholders entitled
to notice of or to vote at a meeting of the stockholders shall be at the close
of business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held. A determination of stockholders of record entitled to
notice of or to vote at a meeting of the stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

                  (b)      In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors, and which record date shall not be more than ten (10)
days after the date upon which the resolution fixing the record date is adopted
by the Board of Directors. If no record date has been fixed by the Board of
Directors, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is required by applicable law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation by delivery to its registered office in the State
of Delaware, its principal place of business, or an officer or agent

                                       9



of the Corporation having custody of the book in which proceedings of meetings
of the stockholders are recorded. Delivery made to the Corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested. If no record date has been fixed by the Board of Directors and prior
action by the Board of Directors is required by applicable law, the record date
for determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
Board of Directors adopts the resolution taking such prior action.

                  Section 12. Stock Ledger. The stock ledger of the Corporation
shall be the only evidence as to who are the stockholders entitled to examine
the stock ledger, the list required by Section 10 of this Article II or the
books of the Corporation, or to vote in person or by proxy at any meeting of the
stockholders.

                  Section 13. Conduct of Meetings. The Board of Directors of the
Corporation may adopt by resolution such rules and regulations for the conduct
of any meeting of the stockholders as it shall deem appropriate. Except to the
extent inconsistent with such rules and regulations as adopted by the Board of
Directors, the chairman of any meeting of the stockholders shall have the right
and authority to prescribe such rules, regulations and procedures and to do all
such acts as, in the judgment of such chairman, are appropriate for the proper
conduct of the meeting. Such rules, regulations or procedures, whether adopted
by the Board of Directors or

                                       10



prescribed by the chairman of the meeting, may include, without limitation, the
following: (i) the establishment of an agenda or order of business for the
meeting; (ii) the determination of when the polls shall open and close for any
given matter to be voted on at the meeting; (iii) rules and procedures for
maintaining order at the meeting and the safety of those present; (iv)
limitations on attendance at or participation in the meeting to stockholders of
record of the Corporation, their duly authorized and constituted proxies or such
other persons as the chairman of the meeting shall determine; (v) restrictions
on entry to the meeting after the time fixed for the commencement thereof; and
(vi) limitations on the time allotted to questions or comments by participants.

                                   ARTICLE III

                                    DIRECTORS

                  Section 1. Number and Election of Directors. The Board of
Directors shall consist of not less than one nor more than fifteen members, the
exact number of which shall initially be fixed by the Incorporator and
thereafter from time to time by the Board of Directors. Except as provided in
Section 2 of this Article III, directors shall be elected by a plurality of the
votes cast at each Annual Meeting of Stockholders and each director so elected
shall hold office until the next Annual Meeting of Stockholders and until such
director's successor is duly elected and

                                       11



qualified, or until such director's earlier death, resignation or removal.
Directors need not be stockholders.

                  Section 2. Vacancies. Unless otherwise required by law or the
Certificate of Incorporation, vacancies arising through death, resignation,
removal, an increase in the number of directors or otherwise may be filled only
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director, and the directors so chosen shall hold office until
the next annual election and until their successors are duly elected and
qualified, or until their earlier death, resignation or removal.

                  Section 3. Duties and Powers. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of Directors
which may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Certificate of Incorporation or
by these By- Laws required to be exercised or done by the stockholders.

                  Section 4. Meetings. The Board of Directors may hold meetings,
both regular and special, either within or without the State of Delaware.
Regular meetings of the Board of Directors may be held without notice at such
time and at such place as may from time to time be determined by the Board of
Directors. Special meetings of the Board of Directors may be called by the
Chairman, if there be one, the President, or by any director. Notice thereof
stating the place, date and

                                       12



hour of the meeting shall be given to each director either by mail not less than
forty-eight (48) hours before the date of the meeting, by telephone or telegram
on twenty-four (24) hours' notice, or on such shorter notice as the person or
persons calling such meeting may deem necessary or appropriate in the
circumstances.

                  Section 5. Organization. At each meeting of the Board of
Directors, the Chairman of the Board of Directors, or, in his or her absence, a
director chosen by a majority of the directors present, shall act as chairman.
The Secretary of the Corporation shall act as secretary at each meeting of the
Board of Directors. In case the Secretary shall be absent from any meeting of
the Board of Directors, an Assistant Secretary shall perform the duties of
secretary at such meeting; and in the absence from any such meeting of the
Secretary and all the Assistant Secretaries, the chairman of the meeting may
appoint any person to act as secretary of the meeting.

                  Section 6. Resignations and Removals of Directors. Any
director of the Corporation may resign at any time, by giving notice in writing
to the Chairman of the Board of Directors, the President or the Secretary of
the Corporation. Such resignation shall take effect at the time therein
specified or, if no time is specified, immediately; and, unless otherwise
specified in such notice, the acceptance of such resignation shall not be
necessary to make it effective. Except as otherwise required by applicable law
and subject to the rights, if any, of the holders of shares of preferred stock
then outstanding, any director or the entire Board of Directors may be

                                       13



removed from office at any time by the affirmative vote of the holders of at
least a majority in voting power of the issued and outstanding capital stock of
the Corporation entitled to vote in the election of directors.

                  Section 7. Quorum. Except as otherwise required by law or the
Certificate of Incorporation, at all meetings of the Board of Directors, a
majority of the entire Board of Directors shall constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting of the time and
place of the adjourned meeting, until a quorum shall be present.

                  Section 8. Actions of the Board by Written Consent. Unless
otherwise provided in the Certificate of Incorporation or these By-Laws, any
action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting, if all the
members of the Board of Directors or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors or committee.

                                       14



                  Section 9. Meetings by Means of Conference Telephone. Unless
otherwise provided in the Certificate of Incorporation or these By-Laws, members
of the Board of Directors of the Corporation, or any committee thereof, may
participate in a meeting of the Board of Directors or such committee by means of
a conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this Section 9 shall constitute presence in person at such
meeting.

                  Section 10. Committees. The Board of Directors may designate
one or more committees, each committee to consist of one or more of the
directors of the Corporation. The Board of Directors may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of any such committee. In the absence or
disqualification of a member of a committee, and in the absence of a designation
by the Board of Directors of an alternate member to replace the absent or
disqualified member, the member or members thereof present at any meeting and
not disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any absent or disqualified member. Any committee,
to the extent permitted by law and provided in the resolution establishing such
committee, shall have and may exercise all the powers and authority of the Board
of Directors in the management of

                                       15



the business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it. Each committee
shall keep regular minutes and report to the Board of Directors when required.

                  Section 11. Compensation. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary for service as director, payable in cash or securities. No
such payment shall preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor. Members of special or
standing committees may be allowed like compensation for service as committee
members.

                  Section 12. Interested Directors. No contract or transaction
between the Corporation and one or more of its directors or officers, or between
the Corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers or have a financial interest, shall be void or voidable solely for this
reason, or solely because the director or officer is present at or participates
in the meeting of the Board of Directors or committee thereof which authorizes
the contract or transaction, or solely because any such director's or officer's
vote is counted for such purpose if: (i) the material facts as to the director's
or officer's relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or the

                                       16



committee, and the Board of Directors or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or (ii) the material facts as to the director's or officer's
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders;
or (iii) the contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified by the Board of Directors, a
committee thereof or the stockholders. Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or transaction.

                                   ARTICLE IV

                                    OFFICERS

                  Section 1. General. The officers of the Corporation shall be
chosen by the Board of Directors and shall be a President, a Secretary and a
Treasurer. The Board of Directors, in its discretion, also may choose a Chairman
of the Board of Directors (who must be a director) and one or more Vice
Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any
number of offices may be held by the same person, unless otherwise prohibited by
law, the Certificate

                                       17



of Incorporation or these By-Laws. The officers of the Corporation need not be
stockholders of the Corporation nor, except in the case of the Chairman of the
Board of Directors, need such officers be directors of the Corporation.

                  Section 2. Election. The Board of Directors, at its first
meeting held after each Annual Meeting of Stockholders (or action by written
consent of stockholders in lieu of the Annual Meeting of Stockholders), shall
elect the officers of the Corporation who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors; and each officer of the
Corporation shall hold office until such officer's successor is elected and
qualified, or until such officer's earlier death, resignation or removal. Any
officer elected by the Board of Directors may be removed at any time by the
Board of Directors. Any vacancy occurring in any office of the Corporation shall
be filled by the Board of Directors. The salaries of all officers of the
Corporation shall be fixed by the Board of Directors.

                  Section 3. Voting Securities Owned by the Corporation. Powers
of attorney, proxies, waivers of notice of meeting, consents and other
instruments relating to securities owned by the Corporation may be executed in
the name of and on behalf of the Corporation by the President or any Vice
President or any other officer authorized to do so by the Board of Directors and
any such officer may, in the name of and on behalf of the Corporation, take all
such action as any such officer

                                       18



may deem advisable to vote in person or by proxy at any meeting of security
holders of any corporation in which the Corporation may own securities and at
any such meeting shall possess and may exercise any and all rights and power
incident to the ownership of such securities and which, as the owner thereof,
the Corporation might have exercised and possessed if present. The Board of
Directors may, by resolution, from time to time confer like powers upon any
other person or persons.

                  Section 4. Chairman of the Board of Directors. The Chairman of
the Board of Directors, if there be one, shall preside at all meetings of the
stockholders and of the Board of Directors. The Chairman of the Board of
Directors shall be the Chief Executive Officer of the Corporation, unless the
Board of Directors designates the President as the Chief Executive Officer, and,
except where by law the signature of the President is required, the Chairman of
the Board of Directors shall possess the same power as the President to sign all
contracts, certificates and other instruments of the Corporation which may be
authorized by the Board of Directors. During the absence or disability of the
President, the Chairman of the Board of Directors shall exercise all the powers
and discharge all the duties of the President. The Chairman of the Board of
Directors shall also perform such other duties and may exercise such other
powers as may from time to time be assigned by these By-Laws or by the Board of
Directors.

                                       19



                  Section 5. President. The President shall, subject to the
control of the Board of Directors and, if there be one, the Chairman of the
Board of Directors, have general supervision of the business of the Corporation
and shall see that all orders and resolutions of the Board of Directors are
carried into effect. The President shall execute all bonds, mortgages, contracts
and other instruments of the Corporation requiring a seal, under the seal of the
Corporation, except where required or permitted by law to be otherwise signed
and executed and except that the other officers of the Corporation may sign and
execute documents when so authorized by these By-Laws, the Board of Directors or
the President. In the absence or disability of the Chairman of the Board of
Directors, or if there be none, the President shall preside at all meetings of
the stockholders and, provided the President is also a director, the Board of
Directors. If there be no Chairman of the Board of Directors, or if the Board of
Directors shall otherwise designate, the President shall be the Chief Executive
Officer of the Corporation. The President shall also perform such other duties
and may exercise such other powers as may from time to time be assigned to such
officer by these By-Laws or by the Board of Directors.

                  Section 6. Vice Presidents. At the request of the President or
in the President's absence or in the event of the President's inability or
refusal to act (and if there be no Chairman of the Board of Directors), the Vice
President, or the Vice Presidents if there are more than one (in the order
designated by the Board of

                                       20



Directors), shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. Each Vice President shall perform such other duties and have such
other powers as the Board of Directors from time to time may prescribe. If there
be no Chairman of the Board of Directors and no Vice President, the Board of
Directors shall designate the officer of the Corporation who, in the absence of
the President or in the event of the inability or refusal of the President to
act, shall perform the duties of the President, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the President.

                  Section 7. Secretary. The Secretary shall attend all meetings
of the Board of Directors and all meetings of the stockholders and record all
the proceedings thereat in a book or books to be kept for that purpose; the
Secretary shall also perform like duties for committees of the Board of
Directors when required. The Secretary shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors, the Chairman of the Board of Directors or the President, under
whose supervision the Secretary shall be. If the Secretary shall be unable or
shall refuse to cause to be given notice of all meetings of the stockholders and
special meetings of the Board of Directors, and if there be no Assistant
Secretary, then either the Board of Directors or the President may choose

                                       21



another officer to cause such notice to be given. The Secretary shall have
custody of the seal of the Corporation and the Secretary or any Assistant
Secretary, if there be one, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by the signature
of the Secretary or by the signature of any such Assistant Secretary. The Board
of Directors may give general authority to any other officer to affix the seal
of the Corporation and to attest to the affixing by such officer's signature.
The Secretary shall see that all books, reports, statements, certificates and
other documents and records required by law to be kept or filed are properly
kept or filed, as the case may be.

                  Section 8. Treasurer. The Treasurer shall have the custody of
the corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all transactions as Treasurer and of the financial condition of the Corporation.
If required by the Board of Directors, the Treasurer shall give the Corporation
a bond in such sum and with such surety or sureties as

                                       22



shall be satisfactory to the Board of Directors for the faithful performance of
the duties of the office of the Treasurer and for the restoration to the
Corporation, in case of the Treasurer's death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in the Treasurer's possession or under the Treasurer's control
belonging to the Corporation.

                  Section 9. Other Officers. Such other officers as the Board of
Directors may choose shall perform such duties and have such powers as from time
to time may be assigned to them by the Board of Directors. The Board of
Directors may delegate to any other officer of the Corporation the power to
choose such other officers and to prescribe their respective duties and powers.

                                    ARTICLE V

                                      STOCK

                  Section 1. Form of Certificates. Every holder of stock in the
Corporation shall be entitled to have a certificate signed by, or in the name of
the Corporation (i) by the Chairman of the Board of Directors, or the President
or a Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary of the Corporation, certifying the number of
shares owned by such stockholder in the Corporation.

                                       23



                  Section 2. Signatures. Any or all of the signatures on a
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such person were such officer, transfer agent or registrar at the date of
issue.

                  Section 3. Lost Certificates. The Board of Directors may
direct a new certificate to be issued in place of any certificate theretofore
issued by the Corporation alleged to have been lost, stolen or destroyed, upon
the making of an affidavit of that fact by the person claiming the certificate
of stock to be lost, stolen or destroyed. When authorizing such issue of a new
certificate, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate, or such owner's legal representative, to advertise the
same in such manner as the Board of Directors shall require and/or to give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation on account of the alleged loss, theft
or destruction of such certificate or the issuance of such new certificate.

                  Section 4. Transfers. Stock of the Corporation shall be
transfer able in the manner prescribed by applicable law and in these By-Laws.
Transfers of

                                       24



stock shall be made on the books of the Corporation only by the person named in
the certificate or by such person's attorney lawfully constituted in writing and
upon the surrender of the certificate therefor, properly endorsed for transfer
and payment of all necessary transfer taxes; provided, however, that such
surrender and endorsement or payment of taxes shall not be required in any case
in which the officers of the Corporation shall determine to waive such
requirement. Every certificate exchanged, returned or surrendered to the
Corporation shall be marked "Cancelled," with the date of cancellation, by the
Secretary or Assistant Secretary of the Corporation or the transfer agent
thereof. No transfer of stock shall be valid as against the Corporation for any
purpose until it shall have been entered in the stock records of the Corporation
by an entry showing from and to whom transferred.

                  Section 5. Dividend Record Date. In order that the Corporation
may determine the stockholders entitled to receive payment of any dividend or
other distribution or allotment of any rights or the stockholders entitled to
exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty (60) days prior to such action. If no record date is fixed, the
record date for determining stockholders for

                                       25



any such purpose shall be at the close of business on the day on which the Board
of Directors adopts the resolution relating thereto.

                  Section 6. Record Owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise required by
law.

                  Section 7. Transfer and Registry Agents. The Corporation may
from time to time maintain one or more transfer offices or agencies and registry
offices or agencies at such place or places as may be determined from time to
time by the Board of Directors.

                                   ARTICLE VI

                                     NOTICES

                  Section 1. Notices. Whenever written notice is required by
law, the Certificate of Incorporation or these By-Laws, to be given to any
director, member of a committee or stockholder, such notice may be given by
mail, addressed to such director, member of a committee or stockholder, at such
person's address as it

                                       26



appears on the records of the Corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Written notice may also be given personally
or by telegram, telex or cable.

                  Section 2. Waivers of Notice. Whenever any notice is required
by applicable law, the Certificate of Incorporation or these By-Laws, to be
given to any director, member of a committee or stockholder, a waiver thereof in
writing, signed by the person or persons entitled to notice, whether before or
after the time stated therein, shall be deemed equivalent thereto. Attendance of
a person at a meeting, present in person or represented by proxy, shall
constitute a waiver of notice of such meeting, except where the person attends
the meeting for the express purpose of objecting at the beginning of the meeting
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
Annual or Special Meeting of Stockholders or any regular or special meeting of
the directors or members of a committee of directors need be specified in any
written waiver of notice unless so required by law, the Certificate of
Incorporation or these By-Laws.

                                       27



                                   ARTICLE VII

                               GENERAL PROVISIONS

                  Section 1. Dividends. Dividends upon the capital stock of the
Corporation, subject to the requirements of the General Corporation Law of the
State of Delaware (the "DGCL") and the provisions of the Certificate of
Incorporation, if any, may be declared by the Board of Directors at any regular
or special meeting of the Board of Directors (or any action by written consent
in lieu thereof in accordance with Section 8 of Article III hereof), and may be
paid in cash, in property, or in shares of the Corporation's capital stock.
Before payment of any dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Board of Directors
from time to time, in its absolute discretion, deems proper as a reserve or
reserves to meet contingencies, or for purchasing any of the shares of capital
stock, warrants, rights, options, bonds, debentures, notes, scrip or other
securities or evidences of indebtedness of the Corporation, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for any proper purpose, and the Board of Directors may modify or abolish any
such reserve.

                  Section 2. Disbursements. All checks or demands for money and
notes of the Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time
designate.

                                       28



                  Section 3. Fiscal Year. The fiscal year of the Corporation
shall be fixed by resolution of the Board of Directors.

                  Section 4. Corporate Seal. The corporate seal shall have
inscribed thereon the name of the Corporation, the year of its organization and
the words "Corporate Seal, Delaware". The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                 INDEMNIFICATION

                  Section 1. Power to Indemnify in Actions, Suits or Proceedings
other than Those by or in the Right of the Corporation. Subject to Section 3 of
this Article VIII, the Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation), by
reason of the fact that such person is or was a director or officer of the
Corporation, or is or was a director or officer of the Corporation serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such

                                       29



action, suit or proceeding if such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which such
person reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that such person's conduct was unlawful.

                  Section 2. Power to Indemnify in Actions, Suits or Proceedings
by or in the Right of the Corporation. Subject to Section 3 of this Article
VIII, the Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that such person is or was a director or officer of the
Corporation, or is or was a director or officer of the Corporation serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action

                                       30



or suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Corporation; except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery of the State of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

                  Section 3. Authorization of Indemnification. Any
indemnification under this Article VIII (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the present or former director or officer
is proper in the circumstances because such person has met the applicable
standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as
the case may be. Such determination shall be made, with respect to a person who
is a director or officer at the time of such determination, (i) by a majority
vote of the directors who are not parties to such action, suit or proceeding,
even though less than a quorum, or (ii) by a committee of such directors
designated by a majority vote of such directors, even though less than a quorum,
or (iii) if there are no such directors, or if such directors so direct, by
independent legal

                                       31



counsel in a written opinion or (iv) by the stockholders. Such determination
shall be made, with respect to former directors and officers, by any person or
persons having the authority to act on the matter on behalf of the Corporation.
To the extent, however, that a present or former director or officer of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding described above, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith, without the necessity of authorization in the specific case.

                  Section 4. Good Faith Defined. For purposes of any
determination under Section 3 of this Article VIII, a person shall be deemed to
have acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the Corporation, or, with respect to
any criminal action or proceeding, to have had no reasonable cause to believe
such person's conduct was unlawful, if such person's action is based on the
records or books of account of the Corporation or another enterprise, or on
information supplied to such person by the officers of the Corporation or
another enterprise in the course of their duties, or on the advice of legal
counsel for the Corporation or another enterprise or on information or records
given or reports made to the Corporation or another enterprise by an independent
certified public accountant or by an appraiser or other expert selected

                                       32



with reasonable care by the Corporation or another enterprise. The provisions of
this Section 4 shall not be deemed to be exclusive or to limit in any way the
circumstances in which a person may be deemed to have met the applicable
standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as
the case may be.

                  Section 5. Indemnification by a Court. Notwithstanding any
contrary determination in the specific case under Section 3 of this Article
VIII, and notwithstanding the absence of any determination thereunder, any
director or officer may apply to the Court of Chancery of the State of Delaware
or any other court of competent jurisdiction in the State of Delaware for
indemnification to the extent otherwise permissible under Section 1 or Section 2
of this Article VIII. The basis of such indemnification by a court shall be a
determination by such court that indemnification of the director or officer is
proper in the circumstances because such person has met the applicable standard
of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case
may be. Neither a contrary determination in the specific case under Section 3 of
this Article VIII nor the absence of any determination thereunder shall be a
defense to such application or create a presumption that the director or officer
seeking indemnification has not met any applicable standard of conduct. Notice
of any application for indemnification pursuant to this Section 5 shall be given
to the Corporation promptly upon the filing of such application. If successful,

                                       33



in whole or in part, the director or officer seeking indemnification shall also
be entitled to be paid the expense of prosecuting such application.

                  Section 6. Expenses Payable in Advance. Expenses (including
attorneys' fees) incurred by a director or officer in defending any civil,
criminal, administrative or investigative action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the Corporation as authorized in
this Article VIII. Such expenses (including attorneys' fees) incurred by former
directors and officers or other employees and agents may be so paid upon such
terms and conditions, if any, as the Corporation deems appropriate.

                  Section 7. Nonexclusivity of Indemnification and Advancement
of Expenses. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article VIII shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under the Certificate of Incorporation, these By-Laws,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in such person's official capacity and as to action in another
capacity while holding such office, it being the policy of the Corporation that
indemnification of the persons specified in

                                       34



Section 1 and Section 2 of this Article VIII shall be made to the fullest extent
permitted by law. The provisions of this Article VIII shall not be deemed to
preclude the indemnification of any person who is not specified in Section 1 or
Section 2 of this Article VIII but whom the Corporation has the power or
obligation to indemnify under the provisions of the DGCL, or otherwise.

                  Section 8. Insurance. The Corporation may purchase and
maintain insurance on behalf of any person who is or was a director or officer
of the Corporation, or is or was a director or officer of the Corporation
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and incurred by
such person in any such capacity, or arising out of such person's status as
such, whether or not the Corporation would have the power or the obligation to
indemnify such person against such liability under the provisions of this
Article VIII.

                  Section 9. Certain Definitions. For purposes of this Article
VIII, references to "the Corporation" shall include, in addition to the
resulting corporation, any constituent corporation (including any constituent of
a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors or officers, so that any person who is or was a director or officer of
such constituent corporation, or is or was a director

                                       35



or officer of such constituent corporation serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Article VIII with respect to
the resulting or surviving corporation as such person would have with respect to
such constituent corporation if its separate existence had continued. The term
"another enterprise" as used in this Article VIII shall mean any other
corporation or any partnership, joint venture, trust, employee benefit plan or
other enterprise of which such person is or was serving at the request of the
Corporation as a director, officer, employee or agent. For purposes of this
Article VIII, references to "fines" shall include any excise taxes assessed on a
person with respect to an employee benefit plan; and references to "serving at
the request of the Corporation" shall include any service as a director,
officer, employee or agent of the Corporation which imposes duties on, or
involves services by, such director or officer with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner such person reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the Corporation"
as referred to in this Article VIII.

                  Section 10. Survival of Indemnification and Advancement of
Expenses. The indemnification and advancement of expenses provided by, or

                                       36



granted pursuant to, this Article VIII shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director
or officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.

                  Section 11. Limitation on Indemnification. Notwithstanding
anything contained in this Article VIII to the contrary, except for proceedings
to enforce rights to indemnification (which shall be governed by Section 5 of
this Article VIII), the Corporation shall not be obligated to indemnify any
director or officer (or his or her heirs, executors or personal or legal
representatives) or advance expenses in connection with a proceeding (or part
thereof) initiated by such person unless such proceeding (or part thereof) was
authorized or consented to by the Board of Directors of the Corporation.

                  Section 12. Indemnification of Employees and Agents. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, provide rights to indemnification and to the advancement of expenses
to employees and agents of the Corporation similar to those conferred in this
Article VIII to directors and officers of the Corporation.

                                       37



                                   ARTICLE IX

                                   AMENDMENTS

                  Section 1. Amendments. These By-Laws may be altered, amended
or repealed, in whole or in part, or new By-Laws may be adopted by the
stockholders or by the Board of Directors; provided, however, that notice of
such alteration, amendment, repeal or adoption of new By-Laws be contained in
the notice of such meeting of the stockholders or Board of Directors, as the
case may be. All such amendments must be approved by either the holders of a
majority of the outstanding capital stock entitled to vote thereon or by a
majority of the entire Board of Directors then in office.

                  Section 2. Entire Board of Directors. As used in this Article
IX and in these By-Laws generally, the term "entire Board of Directors" means
the total number of directors which the Corporation would have if there were no
vacancies.

                                      * * *

Adopted as of: April 17, 2003

                                       38

EX-3.17

                                                                    EXHIBIT 3.17

                          CERTIFICATE OF INCORPORATION

                                       OF

                  HAYES LEMMERZ INTERNATIONAL--LA MIRADA, INC.

                  FIRST: The name of the Corporation is Hayes Lemmerz
International--La Mirada, Inc. (hereinafter the "Corporation").

                  SECOND: The address of the registered office of the
Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, in the
City of Wilmington, County of New Castle. The name of its registered agent at
that address is Corporation Service Company.

                  THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which a corporation may be organized under the
General Corporation Law of the State of Delaware as set forth in Title 8 of the
Delaware Code (the "GCL").

                  FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is 1,000 shares of Common Stock, each
having a par value of $.01.

                  FIFTH: The name and mailing address of the Sole Incorporator
is as follows:



       Name                                              Address
       ----                                              -------
                                                
Deborah M. Reusch                                  P.O. Box 636
                                                   Wilmington, DE 19899


                  SIXTH: The following provisions are inserted for the
management of the business and the conduct of the affairs of the Corporation,
and for further definition, limitation and regulation of the powers of the
Corporation and of its directors and stockholders:

         (1) The business and affairs of the Corporation shall be managed by or
         under the direction of the Board of Directors.

         (2) The directors shall have concurrent power with the stockholders to
         make, alter, amend, change, add to or repeal the By-Laws of the
         Corporation.



         (3) The number of directors of the Corporation shall be as from time to
         time fixed by, or in the manner provided in, the By-Laws of the
         Corporation. Election of directors need not be by written ballot unless
         the By-Laws so provide.

         (4) No director shall be personally liable to the Corporation or any of
         its stockholders for monetary damages for breach of fiduciary duty as a
         director, except for liability (i) for any breach of the director's
         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) pursuant to Section 174 of the
         Delaware General Corporation Law or (iv) for any transaction from which
         the director derived an improper personal benefit. Any repeal or
         modification of this Article SIXTH by the stockholders of the
         Corporation shall not adversely affect any right or protection of a
         director of the Corporation existing at the time of such repeal or
         modification with respect to acts or omissions occurring prior to such
         repeal or modification.

         (5) In addition to the powers and authority hereinbefore or by statute
         expressly conferred upon them, the directors are hereby empowered to
         exercise all such powers and do all such acts and things as may be
         exercised or done by the Corporation, subject, nevertheless, to the
         provisions of the GCL, this Certificate of Incorporation, and any
         By-Laws adopted by the stockholders; provided, however, that no By-Laws
         hereafter adopted by the stockholders shall invalidate any prior act of
         the directors which would have been valid if such By-Laws had not been
         adopted.

                  SEVENTH: The Corporation shall indemnify its directors and
officers to the fullest extent authorized or permitted by law, as now or
hereafter in effect, and such right to indemnification shall continue as to a
person who has ceased to be a director or officer of the Corporation and shall
inure to the benefit of his or her heirs, executors and personal and legal
representatives; provided, however, that, except for proceedings to enforce
rights to indemnification, the Corporation shall not be obligated to indemnify
any director or officer (or his or her heirs, executors or personal or legal
representatives) in connection with a proceeding (or part thereof) initiated by
such person unless such proceeding (or part thereof) was authorized or consented
to by the Board of Directors. The right to indemnification conferred by this
Article SEVENTH shall include the right to be paid by the Corporation the
expenses incurred in defending or otherwise participating in any proceeding in
advance of its final disposition.

                  The Corporation may, to the extent authorized from time to
time by the Board of Directors, provide rights to indemnification and to the
advancement of expenses to employees and agents of the Corporation similar to
those conferred in this Article SEVENTH to directors and officers of the
Corporation.

                                       2



                  The rights to indemnification and to the advance of expenses
conferred in this Article SEVENTH shall not be exclusive of any other right
which any person may have or hereafter acquire under this Certificate of
Incorporation, the By-Laws of the Corporation, any statute, agreement, vote of
stockholders or disinterested directors or otherwise.

                  Any repeal or modification of this Article SEVENTH by the
stockholders of the Corporation shall not adversely affect any rights to
indemnification and to the advancement of expenses of a director or officer of
the Corporation existing at the time of such repeal or modification with respect
to any acts or omissions occurring prior to such repeal or modification.

                  EIGHTH: Meetings of stockholders may be held within or without
the State of Delaware, as the By-Laws may provide. The books of the Corporation
may be kept (subject to any provision contained in the GCL) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the Corporation.

                  NINTH: 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.

                            [SIGNATURE PAGE FOLLOWS]

                                       3



                  I, THE UNDERSIGNED, being the Sole Incorporator hereinbefore
named, for the purpose of forming a corporation pursuant to the GCL, do make
this Certificate, hereby declaring and certifying that this is my act and deed
and the facts herein stated are true, and accordingly have hereunto set my hand
this 17th day of April, 2003.

                                                     /s/Deborah M. Reusch
                                                     ---------------------------
                                                     Deborah M. Reusch
                                                     Sole Incorporator

                                       4

EX-3.18

                                                                    EXHIBIT 3.18

                                     BY-LAWS

                                       OF

                  HAYES LEMMERZ INTERNATIONAL--LA MIRADA, INC.

                             A Delaware Corporation

                            Effective April 17, 2003



                                TABLE OF CONTENTS



                                                                                                  PAGE
                                                                                                  ----
                                                                                               
                                              ARTICLE I
                                               OFFICES
Section 1.        Registered Office............................................................     1
Section 2.        Other Offices................................................................     1

                                             ARTICLE II
                                      MEETINGS OF STOCKHOLDERS

Section 1.        Place of Meetings............................................................     2
Section 2.        Annual Meetings..............................................................     2
Section 3.        Special Meetings.............................................................     2
Section 4.        Notice.......................................................................     3
Section 5.        Adjournments.................................................................     3
Section 6.        Quorum.......................................................................     4
Section 7.        Voting.......................................................................     5
Section 8.        Proxies......................................................................     6
Section 9.        Consent of Stockholders in Lieu of Meeting...................................     8
Section 10.       List of Stockholders Entitled to Vote........................................     9
Section 11.       Record Date..................................................................    10
Section 12.       Stock Ledger.................................................................    12
Section 13.       Conduct of Meetings..........................................................    12
Section 14.       Inspectors of Election.......................................................    13

                                             ARTICLE III
                                              DIRECTORS

Section 1.        Number and Election of Directors.............................................    14
Section 2.        Vacancies....................................................................    15
Section 3.        Duties and Powers............................................................    15
Section 4.        Meetings.....................................................................    15
Section 5.        Organization.................................................................    16
Section 6.        Resignations and Removals of Directors.......................................    16
Section 7.        Quorum.......................................................................    17


                                        i



                                                                                                
Section 8.        Actions of the Board by Written Consent......................................    18
Section 9.        Meetings by Means of Conference Telephone....................................    18
Section 10.       Committees...................................................................    19
Section 11.       Compensation.................................................................    20
Section 12.       Interested Directors.........................................................    20

                                             ARTICLE IV
                                              OFFICERS

Section 1.        General......................................................................    21
Section 2.        Election.....................................................................    22
Section 3.        Voting Securities Owned by the Corporation...................................    22
Section 4.        Chairman of the Board of Directors...........................................    23
Section 5.        President....................................................................    24
Section 6.        Vice Presidents..............................................................    24
Section 7.        Secretary....................................................................    25
Section 8.        Treasurer....................................................................    26
Section 9.        Assistant Secretaries........................................................    27
Section 10.       Assistant Treasurers.........................................................    27
Section 11.       Other Officers...............................................................    28

                                              ARTICLE V
                                                STOCK

Section 1.        Form of Certificates.........................................................    28
Section 2.        Signatures...................................................................    29
Section 3.        Lost Certificates............................................................    29
Section 4.        Transfers....................................................................    29
Section 5.        Dividend Record Date.........................................................    30
Section 6.        Record Owners................................................................    31
Section 7.        Transfer and Registry Agents.................................................    31

                                             ARTICLE VI
                                               NOTICES

Section 1.        Notices......................................................................    31
Section 2.        Waivers of Notice............................................................    32



                                       ii



                                                                                                
                                             ARTICLE VII
                                         GENERAL PROVISIONS

Section 1.        Dividends....................................................................    33
Section 2.        Disbursements................................................................    33
Section 3.        Fiscal Year..................................................................    34
Section 4.        Corporate Seal...............................................................    34

                                            ARTICLE VIII
                                           INDEMNIFICATION

Section 1.        Power to Indemnify in Actions, Suits or Proceedings
                  other than Those by or in the Right of the Corporation.......................    34
Section 2.        Power to Indemnify in Actions, Suits or Proceedings
                  by or in the Right of the Corporation........................................    35
Section 3.        Authorization of Indemnification.............................................    36
Section 4.        Good Faith Defined...........................................................    37
Section 5.        Indemnification by a Court...................................................    38
Section 6.        Expenses Payable in Advance..................................................    39
Section 7.        Nonexclusivity of Indemnification and Advancement of Expenses................    39
Section 8.        Insurance....................................................................    40
Section 9.        Certain Definitions..........................................................    40
Section 10.       Survival of Indemnification and Advancement of Expenses......................    42
Section 11.       Limitation on Indemnification................................................    42
Section 12.       Indemnification of Employees and Agents......................................    42

                                             ARTICLE IX
                                             AMENDMENTS

Section 1.        Amendments...................................................................    43
Section 2.        Entire Board of Directors....................................................    43



                                       iii



                                     BY-LAWS

                                       OF

                  HAYES LEMMERZ INTERNATIONAL--LA MIRADA, INC.

                     (hereinafter called the "Corporation")

                                    ARTICLE I

                                     OFFICES

                  Section 1. Registered Office. The registered office of the
Corporation shall be in the City of Wilmington, County of New Castle, State of
Delaware.

                  Section 2. Other Offices. The Corporation may also have
offices at such other places, both within and without the State of Delaware, as
the Board of Directors may from time to time determine.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

                  Section 1. Place of Meetings. Meetings of the stockholders for
the election of directors or for any other purpose shall be held at such time
and place, either within or without the State of Delaware, as shall be
designated from time to time by the Board of Directors.



                  Section 2. Annual Meetings. The Annual Meeting of Stockholders
for the election of directors shall be held on such date and at such time as
shall be designated from time to time by the Board of Directors. Any other
proper business may be transacted at the Annual Meeting of Stockholders.

                  Section 3. Special Meetings. Unless otherwise required by law
or by the certificate of incorporation of the Corporation, as amended and
restated from time to time (the "Certificate of Incorporation"), Special
Meetings of Stockholders, for any purpose or purposes, may be called by either
(i) the Chairman, if there be one, or (ii) the President, (iii) any Vice
President, if there be one, (iv) the Secretary or (v) any Assistant Secretary,
if there be one, and shall be called by any such officer at the request in
writing of (i) the Board of Directors, (ii) a committee of the Board of
Directors that has been duly designated by the Board of Directors and whose
powers and authority include the power to call such meetings or (iii)
stockholders owning a majority of the capital stock of the Corporation issued
and outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting. At a Special Meeting of Stockholders, only
such business shall be conducted as shall be specified in the notice of meeting
(or any supplement thereto).

                  Section 4. Notice. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a

                                        2



Special Meeting, the purpose or purposes for which the meeting is called. Unless
otherwise required by law, written notice of any meeting shall be given not less
than ten (10) nor more than sixty (60) days before the date of the meeting to
each stock holder entitled to notice of and to vote at such meeting.

                  Section 5. Adjournments. Any meeting of the stockholders may
be adjourned from time to time to reconvene at the same or some other place, and
notice need not be given of any such adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. At the
adjourned meeting, the Corporation may transact any business which might have
been trans acted at the original meeting. If the adjournment is for more than
thirty (30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, notice of the adjourned meeting in accordance with the
requirements of Section 4 hereof shall be given to each stockholder of record
entitled to notice of and to vote at the meeting.

                  Section 6. Quorum. Unless otherwise required by applicable law
or the Certificate of Incorporation, the holders of a majority of the
Corporation's capital stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business. A quorum, once
established, shall not be broken by the withdrawal of enough votes to leave less
than a quorum. If, however, such

                                        3



quorum shall not be present or represented at any meeting of the stockholders,
the stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, in the manner
provided in Section 5 hereof, until a quorum shall be present or represented.

                  Section 7. Voting. Unless otherwise required by law, the
Certificate of Incorporation or these By-Laws, any question brought before any
meeting of the stockholders, other than the election of directors, shall be
decided by the vote of the holders of a majority of the total number of votes of
the Corporation's capital stock represented and entitled to vote thereat, voting
as a single class. Unless otherwise provided in the Certificate of
Incorporation, and subject to Section 11(a) of this Article II, each stockholder
represented at a meeting of the stockholders shall be entitled to cast one (1)
vote for each share of the capital stock entitled to vote thereat held by such
stockholder. Such votes may be cast in person or by proxy as provided in Section
8 of this Article II. The Board of Directors, in its discretion, or the officer
of the Corporation presiding at a meeting of the stockholders, in such officer's
discretion, may require that any votes cast at such meeting shall be cast by
written ballot.

                  Section 8. Proxies. Each stockholder entitled to vote at a
meeting of the stockholders or to express consent or dissent to corporate action
in writing without a meeting may authorize another person or persons to act for
such stock-

                                       4



holder as proxy, but no such proxy shall be voted upon after three years from
its date, unless such proxy provides for a longer period. Without limiting the
manner in which a stockholder may authorize another person or persons to act for
such stock holder as proxy, the following shall constitute a valid means by
which a stockholder may grant such authority:

                  (i)      A stockholder may execute a writing authorizing
         another person or persons to act for such stockholder as proxy.
         Execution may be accomplished by the stockholder or such stockholder's
         authorized officer, director, employee or agent signing such writing or
         causing such person's signature to be affixed to such writing by any
         reasonable means, including, but not limited to, by facsimile
         signature.

                  (ii)     A stockholder may authorize another person or persons
         to act for such stockholder as proxy by transmitting or authorizing the
         transmission of a telegram or cablegram to the person who will be the
         holder of the proxy or to a proxy solicitation firm, proxy support
         service organization or like agent duly authorized by the person who
         will be the holder of the proxy to receive such telegram or cablegram,
         provided that any such telegram or cablegram must either set forth or
         be submitted with information from which it can be determined that the
         telegram or cablegram was authorized by the stockholder. If it is
         determined that such telegrams or cablegrams are valid,

                                       5



         the inspectors or, if there are no inspectors, such other persons
         making that determination shall specify the information on which they
         relied.

Any copy, facsimile telecommunication or other reliable reproduction of the
writing, telegram or cablegram authorizing another person or persons to act as
proxy for a stockholder may be substituted or used in lieu of the original
writing, telegram or cablegram for any and all purposes for which the original
writing, telegram or cablegram could be used; provided, however, that such copy,
facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing, telegram or cablegram.

                  Section 9. Consent of Stockholders in Lieu of Meeting. Unless
otherwise provided in the Certificate of Incorporation, any action required or
permitted to be taken at any Annual or Special Meeting of Stockholders of the
Corporation may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted
and shall be delivered to the Corporation by delivery to its registered office
in the State of Delaware, its principal place of business, or an officer or
agent of the Corporation having custody of the book in which proceedings of
meetings of the stockholders are recorded. Delivery

                                       6



made to the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. Every written consent shall bear the
date of signature of each stockholder who signs the consent and no written
consent shall be effective to take the corporate action referred to therein
unless, within sixty (60) days of the earliest dated consent delivered in the
manner required by this Section 9 to the Corporation, written consents signed by
a sufficient number of holders to take action are delivered to the Corporation
by delivery to its registered office in the State of Delaware, its principal
place of business, or an officer or agent of the Corporation having custody of
the book in which proceedings of meetings of the stockholders are recorded. Any
copy, facsimile or other reliable reproduction of a consent in writing may be
substituted or used in lieu of the original writing for any and all purposes for
which the original writing could be used, provided that such copy, facsimile or
other reproduction shall be a complete reproduction of the entire original
writing. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing and who, if the action had been taken at a
meeting, would have been entitled to notice of the meeting if the record date
for such meeting had been the date that written consents signed by a sufficient
number of holders to take the action were delivered to the Corporation as
provided above in this Section 9.

                                       7



                  Section 10. List of Stockholders Entitled to Vote. The officer
of the Corporation who has charge of the stock ledger of the Corporation shall
prepare and make, at least ten (10) days before every meeting of the
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting (i) either at a place within the city where
the meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held
or (ii) during ordinary business hours, at the principal place of business of
the Corporation. The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

                  Section 11. Record Date.

                  (a)      In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of the stockholders
or any adjournment thereof, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date shall
not be more than sixty (60) nor less

                                       8



than ten (10) days before the date of such meeting. If no record date is fixed
by the Board of Directors, the record date for determining stockholders entitled
to notice of or to vote at a meeting of the stockholders shall be at the close
of business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held. A determination of stockholders of record entitled to
notice of or to vote at a meeting of the stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

                  (b)      In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors, and which record date shall not be more than ten (10)
days after the date upon which the resolution fixing the record date is adopted
by the Board of Directors. If no record date has been fixed by the Board of
Directors, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is required by applicable law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation by delivery to its registered office in the State
of Delaware, its principal place of business, or an officer or agent

                                       9



of the Corporation having custody of the book in which proceedings of meetings
of the stockholders are recorded. Delivery made to the Corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested. If no record date has been fixed by the Board of Directors and prior
action by the Board of Directors is required by applicable law, the record date
for determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
Board of Directors adopts the resolution taking such prior action.

                  Section 12. Stock Ledger. The stock ledger of the Corporation
shall be the only evidence as to who are the stockholders entitled to examine
the stock ledger, the list required by Section 10 of this Article II or the
books of the Corporation, or to vote in person or by proxy at any meeting of the
stockholders.

                  Section 13. Conduct of Meetings. The Board of Directors of the
Corporation may adopt by resolution such rules and regulations for the conduct
of any meeting of the stockholders as it shall deem appropriate. Except to the
extent inconsistent with such rules and regulations as adopted by the Board of
Directors, the chairman of any meeting of the stockholders shall have the right
and authority to prescribe such rules, regulations and procedures and to do all
such acts as, in the judgment of such chairman, are appropriate for the proper
conduct of the meeting. Such rules, regulations or procedures, whether adopted
by the Board of Directors or

                                       10



prescribed by the chairman of the meeting, may include, without limitation, the
following: (i) the establishment of an agenda or order of business for the
meeting; (ii) the determination of when the polls shall open and close for any
given matter to be voted on at the meeting; (iii) rules and procedures for
maintaining order at the meeting and the safety of those present; (iv)
limitations on attendance at or participation in the meeting to stockholders of
record of the Corporation, their duly authorized and constituted proxies or such
other persons as the chairman of the meeting shall determine; (v) restrictions
on entry to the meeting after the time fixed for the commencement thereof; and
(vi) limitations on the time allotted to questions or comments by participants.

                                   ARTICLE III

                                    DIRECTORS

                  Section 1. Number and Election of Directors. The Board of
Directors shall consist of not less than one nor more than fifteen members, the
exact number of which shall initially be fixed by the Incorporator and
thereafter from time to time by the Board of Directors. Except as provided in
Section 2 of this Article III, directors shall be elected by a plurality of the
votes cast at each Annual Meeting of Stockholders and each director so elected
shall hold office until the next Annual Meeting of Stockholders and until such
director's successor is duly elected and

                                       11



qualified, or until such director's earlier death, resignation or removal.
Directors need not be stockholders.

                  Section 2. Vacancies. Unless otherwise required by law or the
Certificate of Incorporation, vacancies arising through death, resignation,
removal, an increase in the number of directors or otherwise may be filled only
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director, and the directors so chosen shall hold office until
the next annual election and until their successors are duly elected and
qualified, or until their earlier death, resignation or removal.

                  Section 3. Duties and Powers. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of Directors
which may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Certificate of Incorporation or
by these By- Laws required to be exercised or done by the stockholders.

                  Section 4. Meetings. The Board of Directors may hold meetings,
both regular and special, either within or without the State of Delaware.
Regular meetings of the Board of Directors may be held without notice at such
time and at such place as may from time to time be determined by the Board of
Directors. Special meetings of the Board of Directors may be called by the
Chairman, if there be one, the President, or by any director. Notice thereof
stating the place, date and

                                       12



hour of the meeting shall be given to each director either by mail not less than
forty-eight (48) hours before the date of the meeting, by telephone or telegram
on twenty-four (24) hours' notice, or on such shorter notice as the person or
persons calling such meeting may deem necessary or appropriate in the
circumstances.

                  Section 5. Organization. At each meeting of the Board of
Directors, the Chairman of the Board of Directors, or, in his or her absence, a
director chosen by a majority of the directors present, shall act as chairman.
The Secretary of the Corporation shall act as secretary at each meeting of the
Board of Directors. In case the Secretary shall be absent from any meeting of
the Board of Directors, an Assistant Secretary shall perform the duties of
secretary at such meeting; and in the absence from any such meeting of the
Secretary and all the Assistant Secretaries, the chairman of the meeting may
appoint any person to act as secretary of the meeting.

                  Section 6. Resignations and Removals of Directors. Any
director of the Corporation may resign at any time, by giving notice in writing
to the Chair man of the Board of Directors, the President or the Secretary of
the Corporation. Such resignation shall take effect at the time therein
specified or, if no time is specified, immediately; and, unless otherwise
specified in such notice, the acceptance of such resignation shall not be
necessary to make it effective. Except as otherwise required by applicable law
and subject to the rights, if any, of the holders of shares of preferred stock
then outstanding, any director or the entire Board of Directors may be

                                       13



removed from office at any time by the affirmative vote of the holders of at
least a majority in voting power of the issued and outstanding capital stock of
the Corporation entitled to vote in the election of directors.

                  Section 7. Quorum. Except as otherwise required by law or the
Certificate of Incorporation, at all meetings of the Board of Directors, a
majority of the entire Board of Directors shall constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting of the time and
place of the adjourned meeting, until a quorum shall be present.

                  Section 8. Actions of the Board by Written Consent. Unless
otherwise provided in the Certificate of Incorporation or these By-Laws, any
action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting, if all the
members of the Board of Directors or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors or committee.

                                       14



                  Section 9. Meetings by Means of Conference Telephone. Unless
otherwise provided in the Certificate of Incorporation or these By-Laws, members
of the Board of Directors of the Corporation, or any committee thereof, may
participate in a meeting of the Board of Directors or such committee by means of
a conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this Section 9 shall constitute presence in person at such
meeting.

                  Section 10. Committees. The Board of Directors may designate
one or more committees, each committee to consist of one or more of the
directors of the Corporation. The Board of Directors may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of any such committee. In the absence or
disqualification of a member of a committee, and in the absence of a designation
by the Board of Directors of an alternate member to replace the absent or
disqualified member, the member or members thereof present at any meeting and
not disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any absent or disqualified member. Any committee,
to the extent permitted by law and provided in the resolution establishing such
committee, shall have and may exercise all the powers and authority of the Board
of Directors in the management of

                                       15



the business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it. Each committee
shall keep regular minutes and report to the Board of Directors when required.

                  Section 11. Compensation. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary for service as director, payable in cash or securities. No
such payment shall preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor. Members of special or
standing committees may be allowed like compensation for service as committee
members.

                  Section 12. Interested Directors. No contract or transaction
between the Corporation and one or more of its directors or officers, or between
the Corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers or have a financial interest, shall be void or voidable solely for this
reason, or solely because the director or officer is present at or participates
in the meeting of the Board of Directors or committee thereof which authorizes
the contract or transaction, or solely because any such director's or officer's
vote is counted for such purpose if: (i) the material facts as to the director's
or officer's relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or the

                                       16



committee, and the Board of Directors or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or (ii) the material facts as to the director's or officer's
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders;
or (iii) the contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified by the Board of Directors, a commit
tee thereof or the stockholders. Common or interested directors may be counted
in determining the presence of a quorum at a meeting of the Board of Directors
or of a committee which authorizes the contract or transaction.

                                   ARTICLE IV

                                    OFFICERS

                  Section 1. General. The officers of the Corporation shall be
chosen by the Board of Directors and shall be a President, a Secretary and a
Treasurer. The Board of Directors, in its discretion, also may choose a
Chairman of the Board of Directors (who must be a director) and one or more Vice
Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any
number of offices may be held by the same person, unless otherwise prohibited by
law, the Certificate

                                       17



of Incorporation or these By-Laws. The officers of the Corporation need not be
stockholders of the Corporation nor, except in the case of the Chairman of the
Board of Directors, need such officers be directors of the Corporation.

                  Section 2. Election. The Board of Directors, at its first
meeting held after each Annual Meeting of Stockholders (or action by written
consent of stockholders in lieu of the Annual Meeting of Stockholders), shall
elect the officers of the Corporation who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors; and each officer of the
Corporation shall hold office until such officer's successor is elected and
qualified, or until such officer's earlier death, resignation or removal. Any
officer elected by the Board of Directors may be removed at any time by the
Board of Directors. Any vacancy occurring in any office of the Corporation shall
be filled by the Board of Directors. The salaries of all officers of the
Corporation shall be fixed by the Board of Directors.

                  Section 3. Voting Securities Owned by the Corporation. Powers
of attorney, proxies, waivers of notice of meeting, consents and other
instruments relating to securities owned by the Corporation may be executed in
the name of and on behalf of the Corporation by the President or any Vice
President or any other officer authorized to do so by the Board of Directors and
any such officer may, in the name of and on behalf of the Corporation, take all
such action as any such officer

                                       18



may deem advisable to vote in person or by proxy at any meeting of security
holders of any corporation in which the Corporation may own securities and at
any such meeting shall possess and may exercise any and all rights and power
incident to the ownership of such securities and which, as the owner thereof,
the Corporation might have exercised and possessed if present. The Board of
Directors may, by resolution, from time to time confer like powers upon any
other person or persons.

                  Section 4. Chairman of the Board of Directors. The Chairman of
the Board of Directors, if there be one, shall preside at all meetings of the
stockholders and of the Board of Directors. The Chairman of the Board of
Directors shall be the Chief Executive Officer of the Corporation, unless the
Board of Directors designates the President as the Chief Executive Officer, and,
except where by law the signature of the President is required, the Chairman of
the Board of Directors shall possess the same power as the President to sign all
contracts, certificates and other instruments of the Corporation which may be
authorized by the Board of Directors. During the absence or disability of the
President, the Chairman of the Board of Directors shall exercise all the powers
and discharge all the duties of the President. The Chairman of the Board of
Directors shall also perform such other duties and may exercise such other
powers as may from time to time be assigned by these By-Laws or by the Board of
Directors.

                                       19



                  Section 5. President. The President shall, subject to the
control of the Board of Directors and, if there be one, the Chairman of the
Board of Directors, have general supervision of the business of the Corporation
and shall see that all orders and resolutions of the Board of Directors are
carried into effect. The President shall execute all bonds, mortgages, contracts
and other instruments of the Corporation requiring a seal, under the seal of the
Corporation, except where required or permitted by law to be otherwise signed
and executed and except that the other officers of the Corporation may sign and
execute documents when so authorized by these By-Laws, the Board of Directors or
the President. In the absence or disability of the Chairman of the Board of
Directors, or if there be none, the President shall preside at all meetings of
the stockholders and, provided the President is also a director, the Board of
Directors. If there be no Chairman of the Board of Directors, or if the Board of
Directors shall otherwise designate, the President shall be the Chief Executive
Officer of the Corporation. The President shall also perform such other duties
and may exercise such other powers as may from time to time be assigned to such
officer by these By-Laws or by the Board of Directors.

                  Section 6. Vice Presidents. At the request of the President or
in the President's absence or in the event of the President's inability or
refusal to act (and if there be no Chairman of the Board of Directors), the Vice
President, or the Vice Presidents if there are more than one (in the order
designated by the Board of

                                       20



Directors), shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. Each Vice President shall perform such other duties and have such
other powers as the Board of Directors from time to time may prescribe. If there
be no Chairman of the Board of Directors and no Vice President, the Board of
Directors shall designate the officer of the Corporation who, in the absence of
the President or in the event of the inability or refusal of the President to
act, shall perform the duties of the President, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the President.

                  Section 7. Secretary. The Secretary shall attend all meetings
of the Board of Directors and all meetings of the stockholders and record all
the proceedings thereat in a book or books to be kept for that purpose; the
Secretary shall also perform like duties for committees of the Board of
Directors when required. The Secretary shall give, or cause to be given, notice
of all meetings of the stock holders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors, the Chairman of the Board of Directors or the President, under
whose supervision the Secretary shall be. If the Secretary shall be unable or
shall refuse to cause to be given notice of all meetings of the stockholders and
special meetings of the Board of Directors, and if there be no Assistant
Secretary, then either the Board of Directors or the President may choose

                                       21



another officer to cause such notice to be given. The Secretary shall have
custody of the seal of the Corporation and the Secretary or any Assistant
Secretary, if there be one, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by the signature
of the Secretary or by the signature of any such Assistant Secretary. The Board
of Directors may give general authority to any other officer to affix the seal
of the Corporation and to attest to the affixing by such officer's signature.
The Secretary shall see that all books, reports, statements, certificates and
other documents and records required by law to be kept or filed are properly
kept or filed, as the case may be.

                  Section 8. Treasurer. The Treasurer shall have the custody of
the corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all transactions as Treasurer and of the financial condition of the Corporation.
If required by the Board of Directors, the Treasurer shall give the Corporation
a bond in such sum and with such surety or sureties as

                                       22



shall be satisfactory to the Board of Directors for the faithful performance of
the duties of the office of the Treasurer and for the restoration to the
Corporation, in case of the Treasurer's death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in the Treasurer's possession or under the Treasurer's control
belonging to the Corporation.

                  Section 9. Other Officers. Such other officers as the Board of
Directors may choose shall perform such duties and have such powers as from time
to time may be assigned to them by the Board of Directors. The Board of
Directors may delegate to any other officer of the Corporation the power to
choose such other officers and to prescribe their respective duties and powers.

                                    ARTICLE V

                                      STOCK

                  Section 1. Form of Certificates. Every holder of stock in the
Corporation shall be entitled to have a certificate signed by, or in the name of
the Corporation (i) by the Chairman of the Board of Directors, or the President
or a Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary of the Corporation, certifying the number of
shares owned by such stockholder in the Corporation.

                                       23



                  Section 2. Signatures. Any or all of the signatures on a
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such person were such officer, transfer agent or registrar at the date of
issue.

                  Section 3. Lost Certificates. The Board of Directors may
direct a new certificate to be issued in place of any certificate theretofore
issued by the Corporation alleged to have been lost, stolen or destroyed, upon
the making of an affidavit of that fact by the person claiming the certificate
of stock to be lost, stolen or destroyed. When authorizing such issue of a new
certificate, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate, or such owner's legal representative, to advertise the
same in such manner as the Board of Directors shall require and/or to give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation on account of the alleged loss, theft
or destruction of such certificate or the issuance of such new certificate.

                  Section 4. Transfers. Stock of the Corporation shall be
transfer able in the manner prescribed by applicable law and in these By-Laws.
Transfers of

                                       24



stock shall be made on the books of the Corporation only by the person named in
the certificate or by such person's attorney lawfully constituted in writing and
upon the surrender of the certificate therefor, properly endorsed for transfer
and payment of all necessary transfer taxes; provided, however, that such
surrender and endorsement or payment of taxes shall not be required in any case
in which the officers of the Corporation shall determine to waive such
requirement. Every certificate exchanged, returned or surrendered to the
Corporation shall be marked "Cancelled," with the date of cancellation, by the
Secretary or Assistant Secretary of the Corporation or the transfer agent
thereof. No transfer of stock shall be valid as against the Corporation for any
purpose until it shall have been entered in the stock records of the Corporation
by an entry showing from and to whom transferred.

                  Section 5. Dividend Record Date. In order that the Corporation
may determine the stockholders entitled to receive payment of any dividend or
other distribution or allotment of any rights or the stockholders entitled to
exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty (60) days prior to such action. If no record date is fixed, the
record date for determining stockholders for

                                       25



any such purpose shall be at the close of business on the day on which the Board
of Directors adopts the resolution relating thereto.

                  Section 6. Record Owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise required by
law.

                  Section 7. Transfer and Registry Agents. The Corporation may
from time to time maintain one or more transfer offices or agencies and registry
offices or agencies at such place or places as may be determined from time to
time by the Board of Directors.

                                   ARTICLE VI

                                     NOTICES

                  Section 1. Notices. Whenever written notice is required by
law, the Certificate of Incorporation or these By-Laws, to be given to any
director, member of a committee or stockholder, such notice may be given by
mail, addressed to such director, member of a committee or stockholder, at such
person's address as it

                                       26



appears on the records of the Corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Written notice may also be given personally
or by telegram, telex or cable.

                  Section 2. Waivers of Notice. Whenever any notice is required
by applicable law, the Certificate of Incorporation or these By-Laws, to be
given to any director, member of a committee or stockholder, a waiver thereof in
writing, signed by the person or persons entitled to notice, whether before or
after the time stated therein, shall be deemed equivalent thereto. Attendance of
a person at a meeting, present in person or represented by proxy, shall
constitute a waiver of notice of such meeting, except where the person attends
the meeting for the express purpose of objecting at the beginning of the meeting
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
Annual or Special Meeting of Stockholders or any regular or special meeting of
the directors or members of a committee of directors need be specified in any
written waiver of notice unless so required by law, the Certificate of
Incorporation or these By-Laws.

                                       27



                                   ARTICLE VII

                               GENERAL PROVISIONS

                  Section 1. Dividends. Dividends upon the capital stock of the
Corporation, subject to the requirements of the General Corporation Law of the
State of Delaware (the "DGCL") and the provisions of the Certificate of
Incorporation, if any, may be declared by the Board of Directors at any regular
or special meeting of the Board of Directors (or any action by written consent
in lieu thereof in accordance with Section 8 of Article III hereof), and may be
paid in cash, in property, or in shares of the Corporation's capital stock.
Before payment of any dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Board of Directors
from time to time, in its absolute discretion, deems proper as a reserve or
reserves to meet contingencies, or for purchasing any of the shares of capital
stock, warrants, rights, options, bonds, debentures, notes, scrip or other
securities or evidences of indebtedness of the Corporation, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for any proper purpose, and the Board of Directors may modify or abolish any
such reserve.

                  Section 2. Disbursements. All checks or demands for money and
notes of the Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time
designate.

                                       28



                  Section 3. Fiscal Year. The fiscal year of the Corporation
shall be fixed by resolution of the Board of Directors.

                  Section 4. Corporate Seal. The corporate seal shall have
inscribed thereon the name of the Corporation, the year of its organization and
the words "Corporate Seal, Delaware". The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                 INDEMNIFICATION

                  Section 1. Power to Indemnify in Actions, Suits or Proceedings
other than Those by or in the Right of the Corporation. Subject to Section 3 of
this Article VIII, the Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation), by
reason of the fact that such person is or was a director or officer of the
Corporation, or is or was a director or officer of the Corporation serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such

                                       29



action, suit or proceeding if such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had no
reason able cause to believe such person's conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which such
person reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that such person's conduct was unlawful.

                  Section 2. Power to Indemnify in Actions, Suits or Proceedings
by or in the Right of the Corporation. Subject to Section 3 of this Article
VIII, the Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that such person is or was a director or officer of the
Corporation, or is or was a director or officer of the Corporation serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action

                                       30



or suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Corporation; except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery of the State of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

                  Section 3. Authorization of Indemnification. Any
indemnification under this Article VIII (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the present or former director or officer
is proper in the circumstances because such person has met the applicable
standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as
the case may be. Such determination shall be made, with respect to a person who
is a director or officer at the time of such determination, (i) by a majority
vote of the directors who are not parties to such action, suit or proceeding,
even though less than a quorum, or (ii) by a committee of such directors
designated by a majority vote of such directors, even though less than a quorum,
or (iii) if there are no such directors, or if such directors so direct, by
independent legal

                                       31



counsel in a written opinion or (iv) by the stockholders. Such determination
shall be made, with respect to former directors and officers, by any person or
persons having the authority to act on the matter on behalf of the Corporation.
To the extent, however, that a present or former director or officer of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding described above, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith, without the necessity of authorization in the specific case.

                  Section 4. Good Faith Defined. For purposes of any
determination under Section 3 of this Article VIII, a person shall be deemed to
have acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the Corporation, or, with respect to
any criminal action or proceeding, to have had no reasonable cause to believe
such person's conduct was unlawful, if such person's action is based on the
records or books of account of the Corporation or another enterprise, or on
information supplied to such person by the officers of the Corporation or
another enterprise in the course of their duties, or on the advice of legal
counsel for the Corporation or another enterprise or on information or records
given or reports made to the Corporation or another enterprise by an independent
certified public accountant or by an appraiser or other expert selected

                                       32



with reasonable care by the Corporation or another enterprise. The provisions of
this Section 4 shall not be deemed to be exclusive or to limit in any way the
circumstances in which a person may be deemed to have met the applicable
standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as
the case may be.

                  Section 5. Indemnification by a Court. Notwithstanding any
contrary determination in the specific case under Section 3 of this Article
VIII, and notwithstanding the absence of any determination thereunder, any
director or officer may apply to the Court of Chancery of the State of Delaware
or any other court of competent jurisdiction in the State of Delaware for
indemnification to the extent otherwise permissible under Section 1 or Section 2
of this Article VIII. The basis of such indemnification by a court shall be a
determination by such court that indemnification of the director or officer is
proper in the circumstances because such person has met the applicable standard
of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case
may be. Neither a contrary determination in the specific case under Section 3 of
this Article VIII nor the absence of any determination thereunder shall be a
defense to such application or create a presumption that the director or officer
seeking indemnification has not met any applicable standard of conduct. Notice
of any application for indemnification pursuant to this Section 5 shall be given
to the Corporation promptly upon the filing of such application. If successful,

                                       33



in whole or in part, the director or officer seeking indemnification shall also
be entitled to be paid the expense of prosecuting such application.

                  Section 6. Expenses Payable in Advance. Expenses (including
attorneys' fees) incurred by a director or officer in defending any civil,
criminal, administrative or investigative action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the Corporation as authorized in
this Article VIII. Such expenses (including attorneys' fees) incurred by former
directors and officers or other employees and agents may be so paid upon such
terms and conditions, if any, as the Corporation deems appropriate.

                  Section 7. Nonexclusivity of Indemnification and Advancement
of Expenses. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article VIII shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under the Certificate of Incorporation, these By-Laws,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in such person's official capacity and as to action in another
capacity while holding such office, it being the policy of the Corporation that
indemnification of the persons specified in

                                       34



Section 1 and Section 2 of this Article VIII shall be made to the fullest extent
permitted by law. The provisions of this Article VIII shall not be deemed to
preclude the indemnification of any person who is not specified in Section 1 or
Section 2 of this Article VIII but whom the Corporation has the power or
obligation to indemnify under the provisions of the DGCL, or otherwise.

                  Section 8. Insurance. The Corporation may purchase and
maintain insurance on behalf of any person who is or was a director or officer
of the Corporation, or is or was a director or officer of the Corporation
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and incurred by
such person in any such capacity, or arising out of such person's status as
such, whether or not the Corporation would have the power or the obligation to
indemnify such person against such liability under the provisions of this
Article VIII.

                  Section 9. Certain Definitions. For purposes of this Article
VIII, references to "the Corporation" shall include, in addition to the
resulting corporation, any constituent corporation (including any constituent of
a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors or officers, so that any person who is or was a director or officer of
such constituent corporation, or is or was a director

                                       35



or officer of such constituent corporation serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partner ship, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Article VIII with respect to
the resulting or surviving corporation as such person would have with respect to
such constituent corporation if its separate existence had continued. The term
"another enterprise" as used in this Article VIII shall mean any other
corporation or any partnership, joint venture, trust, employee benefit plan or
other enterprise of which such person is or was serving at the request of the
Corporation as a director, officer, employee or agent. For purposes of this
Article VIII, references to "fines" shall include any excise taxes assessed on a
person with respect to an employee benefit plan; and references to "serving at
the request of the Corporation" shall include any service as a director,
officer, employee or agent of the Corporation which imposes duties on, or
involves services by, such director or officer with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner such person reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the Corporation"
as referred to in this Article VIII.

                  Section 10. Survival of Indemnification and Advancement of
Expenses. The indemnification and advancement of expenses provided by, or

                                       36



granted pursuant to, this Article VIII shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director
or officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.

                  Section 11. Limitation on Indemnification. Notwithstanding
anything contained in this Article VIII to the contrary, except for proceedings
to enforce rights to indemnification (which shall be governed by Section 5 of
this Article VIII), the Corporation shall not be obligated to indemnify any
director or officer (or his or her heirs, executors or personal or legal
representatives) or advance expenses in connection with a proceeding (or part
thereof) initiated by such person unless such proceeding (or part thereof) was
authorized or consented to by the Board of Directors of the Corporation.

                  Section 12. Indemnification of Employees and Agents. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, provide rights to indemnification and to the advancement of expenses
to employees and agents of the Corporation similar to those conferred in this
Article VIII to directors and officers of the Corporation.

                                       37



                                   ARTICLE IX

                                   AMENDMENTS

                  Section 1. Amendments. These By-Laws may be altered, amended
or repealed, in whole or in part, or new By-Laws may be adopted by the
stockholders or by the Board of Directors; provided, however, that notice of
such alteration, amendment, repeal or adoption of new By-Laws be contained in
the notice of such meeting of the stockholders or Board of Directors, as the
case may be. All such amendments must be approved by either the holders of a
majority of the outstanding capital stock entitled to vote thereon or by a
majority of the entire Board of Directors then in office.

                  Section 2. Entire Board of Directors. As used in this Article
IX and in these By-Laws generally, the term "entire Board of Directors" means
the total number of directors which the Corporation would have if there were no
vacancies.

                                      * * *

Adopted as of: April 17, 2003

                                       38

EX-3.19

                                                                    EXHIBIT 3.19

                          CERTIFICATE OF INCORPORATION

                                       OF

                   HAYES LEMMERZ INTERNATIONAL--SEDALIA, INC.

                  FIRST: The name of the Corporation is Hayes Lemmerz
International--Sedalia, Inc. (hereinafter the "Corporation").

                  SECOND: The address of the registered office of the
Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, in the
City of Wilmington, County of New Castle. The name of its registered agent at
that address is Corporation Service Company.

                  THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which a corporation may be organized under the
General Corporation Law of the State of Delaware as set forth in Title 8 of the
Delaware Code (the "GCL").

                  FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is 1,000 shares of Common Stock, each
having a par value of $.01.

                  FIFTH: The name and mailing address of the Sole Incorporator
is as follows:



      Name                                              Address
      ----                                              -------
                                               
Deborah M. Reusch                                 P.O. Box 636
                                                  Wilmington, DE 19899


                  SIXTH: The following provisions are inserted for the
management of the business and the conduct of the affairs of the Corporation,
and for further definition, limitation and regulation of the powers of the
Corporation and of its directors and stockholders:

         (1) The business and affairs of the Corporation shall be managed by or
         under the direction of the Board of Directors.

         (2) The directors shall have concurrent power with the stockholders to
         make, alter, amend, change, add to or repeal the By-Laws of the
         Corporation.



         (3) The number of directors of the Corporation shall be as from time to
         time fixed by, or in the manner provided in, the By-Laws of the
         Corporation. Election of directors need not be by written ballot unless
         the By-Laws so provide.

         (4) No director shall be personally liable to the Corporation or any of
         its stockholders for monetary damages for breach of fiduciary duty as a
         director, except for liability (i) for any breach of the director's
         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) pursuant to Section 174 of the
         Delaware General Corporation Law or (iv) for any transaction from which
         the director derived an improper personal benefit. Any repeal or
         modification of this Article SIXTH by the stockholders of the
         Corporation shall not adversely affect any right or protection of a
         director of the Corporation existing at the time of such repeal or
         modification with respect to acts or omissions occurring prior to such
         repeal or modification.

         (5) In addition to the powers and authority hereinbefore or by statute
         expressly conferred upon them, the directors are hereby empowered to
         exercise all such powers and do all such acts and things as may be
         exercised or done by the Corporation, subject, nevertheless, to the
         provisions of the GCL, this Certificate of Incorporation, and any
         By-Laws adopted by the stockholders; provided, however, that no By-Laws
         hereafter adopted by the stockholders shall invalidate any prior act of
         the directors which would have been valid if such By-Laws had not been
         adopted.

                  SEVENTH: The Corporation shall indemnify its directors and
officers to the fullest extent authorized or permitted by law, as now or
hereafter in effect, and such right to indemnification shall continue as to a
person who has ceased to be a director or officer of the Corporation and shall
inure to the benefit of his or her heirs, executors and personal and legal
representatives; provided, however, that, except for proceedings to enforce
rights to indemnification, the Corporation shall not be obligated to indemnify
any director or officer (or his or her heirs, executors or personal or legal
representatives) in connection with a proceeding (or part thereof) initiated by
such person unless such proceeding (or part thereof) was authorized or consented
to by the Board of Directors. The right to indemnification conferred by this
Article SEVENTH shall include the right to be paid by the Corporation the
expenses incurred in defending or otherwise participating in any proceeding in
advance of its final disposition.

                  The Corporation may, to the extent authorized from time to
time by the Board of Directors, provide rights to indemnification and to the
advancement of expenses to employees and agents of the Corporation similar to
those conferred in this Article SEVENTH to directors and officers of the
Corporation.

                                       2



                  The rights to indemnification and to the advance of expenses
conferred in this Article SEVENTH shall not be exclusive of any other right
which any person may have or hereafter acquire under this Certificate of
Incorporation, the By-Laws of the Corporation, any statute, agreement, vote of
stockholders or disinterested directors or otherwise.

                  Any repeal or modification of this Article SEVENTH by the
stockholders of the Corporation shall not adversely affect any rights to
indemnification and to the advancement of expenses of a director or officer of
the Corporation existing at the time of such repeal or modification with respect
to any acts or omissions occurring prior to such repeal or modification.

                  EIGHTH: Meetings of stockholders may be held within or without
the State of Delaware, as the By-Laws may provide. The books of the Corporation
may be kept (subject to any provision contained in the GCL) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the Corporation.

                  NINTH: 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.

                            [SIGNATURE PAGE FOLLOWS]

                                       3



                  I, THE UNDERSIGNED, being the Sole Incorporator hereinbefore
named, for the purpose of forming a corporation pursuant to the GCL, do make
this Certificate, hereby declaring and certifying that this is my act and deed
and the facts herein stated are true, and accordingly have hereunto set my hand
this 17th day of April, 2003.

                                                     /s/Deborah M. Reusch
                                                     ---------------------------
                                                     Deborah M. Reusch
                                                     Sole Incorporator

                                       4

EX-3.20

                                                                    EXHIBIT 3.20

                                     BY-LAWS

                                       OF

                   HAYES LEMMERZ INTERNATIONAL--SEDALIA, INC.

                             A Delaware Corporation

                            Effective April 17, 2003



                                TABLE OF CONTENTS



                                                                                                   PAGE
                                                                                                   ----
                                                                                                
                                              ARTICLE I
                                               OFFICES

Section 1.        Registered Office..............................................................     1
Section 2.        Other Offices..................................................................     1

                                             ARTICLE II
                                      MEETINGS OF STOCKHOLDERS

Section 1.        Place of Meetings..............................................................     2
Section 2.        Annual Meetings................................................................     2
Section 3.        Special Meetings...............................................................     2
Section 4.        Notice.........................................................................     3
Section 5.        Adjournments...................................................................     3
Section 6.        Quorum.........................................................................     4
Section 7.        Voting.........................................................................     5
Section 8.        Proxies........................................................................     6
Section 9.        Consent of Stockholders in Lieu of Meeting.....................................     8
Section 10.       List of Stockholders Entitled to Vote..........................................     9
Section 11.       Record Date....................................................................    10
Section 12.       Stock Ledger...................................................................    12
Section 13.       Conduct of Meetings............................................................    12
Section 14.       Inspectors of Election.........................................................    13

                                             ARTICLE III
                                              DIRECTORS

Section 1.        Number and Election of Directors...............................................    14
Section 2.        Vacancies......................................................................    15
Section 3.        Duties and Powers..............................................................    15
Section 4.        Meetings.......................................................................    15
Section 5.        Organization...................................................................    16
Section 6.        Resignations and Removals of Directors.........................................    16
Section 7.        Quorum.........................................................................    17


                                                  i



                                                                                                  
Section 8.        Actions of the Board by Written Consent........................................    18
Section 9.        Meetings by Means of Conference Telephone......................................    18
Section 10.       Committees.....................................................................    19
Section 11.       Compensation...................................................................    20
Section 12.       Interested Directors...........................................................    20

                                             ARTICLE IV
                                              OFFICERS

Section 1.        General........................................................................    21
Section 2.        Election.......................................................................    22
Section 3.        Voting Securities Owned by the Corporation.....................................    22
Section 4.        Chairman of the Board of Directors.............................................    23
Section 5.        President......................................................................    24
Section 6.        Vice Presidents................................................................    24
Section 7.        Secretary......................................................................    25
Section 8.        Treasurer......................................................................    26
Section 9.        Assistant Secretaries..........................................................    27
Section 10.       Assistant Treasurers...........................................................    27
Section 11.       Other Officers.................................................................    28

                                              ARTICLE V
                                                STOCK

Section 1.        Form of Certificates...........................................................    28
Section 2.        Signatures.....................................................................    29
Section 3.        Lost Certificates..............................................................    29
Section 4.        Transfers......................................................................    29
Section 5.        Dividend Record Date...........................................................    30
Section 6.        Record Owners..................................................................    31
Section 7.        Transfer and Registry Agents...................................................    31

                                             ARTICLE VI
                                               NOTICES

Section 1.        Notices........................................................................    31
Section 2.        Waivers of Notice..............................................................    32



                                                 ii



                                                                                                  
                                             ARTICLE VII
                                         GENERAL PROVISIONS

Section 1.        Dividends......................................................................    33
Section 2.        Disbursements..................................................................    33
Section 3.        Fiscal Year....................................................................    34
Section 4.        Corporate Seal.................................................................    34

                                            ARTICLE VIII
                                           INDEMNIFICATION

Section 1.        Power to Indemnify in Actions, Suits or Proceedings other than Those by or
                  in the Right of the Corporation................................................    34
Section 2.        Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the
                  Corporation....................................................................    35
Section 3.        Authorization of Indemnification...............................................    36
Section 4.        Good Faith Defined.............................................................    37
Section 5.        Indemnification by a Court.....................................................    38
Section 6.        Expenses Payable in Advance....................................................    39
Section 7.        Nonexclusivity of Indemnification and Advancement of Expenses..................    39
Section 8.        Insurance......................................................................    40
Section 9.        Certain Definitions............................................................    40
Section 10.       Survival of Indemnification and Advancement of Expenses........................    42
Section 11.       Limitation on Indemnification..................................................    42
Section 12.       Indemnification of Employees and Agents........................................    42

                                             ARTICLE IX
                                             AMENDMENTS

Section 1.        Amendments.....................................................................    43
Section 2.        Entire Board of Directors......................................................    43



                                                 iii



                                     BY-LAWS

                                       OF

                   HAYES LEMMERZ INTERNATIONAL--SEDALIA, INC.

                     (hereinafter called the "Corporation")

                                    ARTICLE I

                                     OFFICES

                  Section 1. Registered Office. The registered office of the
Corporation shall be in the City of Wilmington, County of New Castle, State of
Delaware.

                  Section 2. Other Offices. The Corporation may also have
offices at such other places, both within and without the State of Delaware, as
the Board of Directors may from time to time determine.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

                  Section 1. Place of Meetings. Meetings of the stockholders
for the election of directors or for any other purpose shall be held at such
time and place, either within or without the State of Delaware, as shall be
designated from time to time by the Board of Directors.



                  Section 2. Annual Meetings. The Annual Meeting of Stockholders
for the election of directors shall be held on such date and at such time as
shall be designated from time to time by the Board of Directors. Any other
proper business may be transacted at the Annual Meeting of Stockholders.

                  Section 3. Special Meetings. Unless otherwise required by law
or by the certificate of incorporation of the Corporation, as amended and
restated from time to time (the "Certificate of Incorporation"), Special
Meetings of Stockholders, for any purpose or purposes, may be called by either
(i) the Chairman, if there be one, or (ii) the President, (iii) any Vice
President, if there be one, (iv) the Secretary or (v) any Assistant Secretary,
if there be one, and shall be called by any such officer at the request in
writing of (i) the Board of Directors, (ii) a committee of the Board of
Directors that has been duly designated by the Board of Directors and whose
powers and authority include the power to call such meetings or (iii)
stockholders owning a majority of the capital stock of the Corporation issued
and outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting. At a Special Meeting of Stockholders, only
such business shall be conducted as shall be specified in the notice of meeting
(or any supplement thereto).

                  Section 4. Notice. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a

                                        2



Special Meeting, the purpose or purposes for which the meeting is called. Unless
otherwise required by law, written notice of any meeting shall be given not less
than ten (10) nor more than sixty (60) days before the date of the meeting to
each stockholder entitled to notice of and to vote at such meeting.

                  Section 5. Adjournments. Any meeting of the stockholders may
be adjourned from time to time to reconvene at the same or some other place, and
notice need not be given of any such adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. At the
adjourned meeting, the Corporation may transact any business which might have
been transacted at the original meeting. If the adjournment is for more than
thirty (30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, notice of the adjourned meeting in accordance with the
requirements of Section 4 hereof shall be given to each stockholder of record
entitled to notice of and to vote at the meeting.

                  Section 6. Quorum. Unless otherwise required by applicable law
or the Certificate of Incorporation, the holders of a majority of the
Corporation's capital stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business. A quorum, once
established, shall not be broken by the withdrawal of enough votes to leave less
than a quorum. If, however, such

                                        3



quorum shall not be present or represented at any meeting of the stockholders,
the stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, in the manner
provided in Section 5 hereof, until a quorum shall be present or represented.

                  Section 7. Voting. Unless otherwise required by law, the
Certificate of Incorporation or these By-Laws, any question brought before any
meeting of the stockholders, other than the election of directors, shall be
decided by the vote of the holders of a majority of the total number of votes of
the Corporation's capital stock represented and entitled to vote thereat, voting
as a single class. Unless otherwise provided in the Certificate of
Incorporation, and subject to Section 11(a) of this Article II, each stockholder
represented at a meeting of the stockholders shall be entitled to cast one (1)
vote for each share of the capital stock entitled to vote thereat held by such
stockholder. Such votes may be cast in person or by proxy as provided in Section
8 of this Article II. The Board of Directors, in its discretion, or the officer
of the Corporation presiding at a meeting of the stockholders, in such officer's
discretion, may require that any votes cast at such meeting shall be cast by
written ballot.

                  Section 8. Proxies. Each stockholder entitled to vote at a
meeting of the stockholders or to express consent or dissent to corporate action
in writing without a meeting may authorize another person or persons to act for
such stock-

                                       4



holder as proxy, but no such proxy shall be voted upon after three years from
its date, unless such proxy provides for a longer period. Without limiting the
manner in which a stockholder may authorize another person or persons to act for
such stockholder as proxy, the following shall constitute a valid means by which
a stockholder may grant such authority:

                  (i)      A stockholder may execute a writing authorizing
         another person or persons to act for such stockholder as proxy.
         Execution may be accomplished by the stockholder or such stockholder's
         authorized officer, director, employee or agent signing such writing or
         causing such person's signature to be affixed to such writing by any
         reasonable means, including, but not limited to, by facsimile
         signature.

                  (ii)     A stockholder may authorize another person or persons
         to act for such stockholder as proxy by transmitting or authorizing the
         transmission of a telegram or cablegram to the person who will be the
         holder of the proxy or to a proxy solicitation firm, proxy support
         service organization or like agent duly authorized by the person who
         will be the holder of the proxy to receive such telegram or cablegram,
         provided that any such telegram or cablegram must either set forth or
         be submitted with information from which it can be determined that the
         telegram or cablegram was authorized by the stockholder. If it is
         determined that such telegrams or cablegrams are valid,

                                        5



         the inspectors or, if there are no inspectors, such other persons
         making that determination shall specify the information on which they
         relied.

Any copy, facsimile telecommunication or other reliable reproduction of the
writing, telegram or cablegram authorizing another person or persons to act as
proxy for a stockholder may be substituted or used in lieu of the original
writing, telegram or cablegram for any and all purposes for which the original
writing, telegram or cablegram could be used; provided, however, that such copy,
facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing, telegram or cablegram.

                  Section 9. Consent of Stockholders in Lieu of Meeting. Unless
otherwise provided in the Certificate of Incorporation, any action required or
permitted to be taken at any Annual or Special Meeting of Stockholders of the
Corporation may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted
and shall be delivered to the Corporation by delivery to its registered office
in the State of Delaware, its principal place of business, or an officer or
agent of the Corporation having custody of the book in which proceedings of
meetings of the stockholders are recorded. Delivery

                                       6



made to the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. Every written consent shall bear the
date of signature of each stockholder who signs the consent and no written
consent shall be effective to take the corporate action referred to therein
unless, within sixty (60) days of the earliest dated consent delivered in the
manner required by this Section 9 to the Corporation, written consents signed by
a sufficient number of holders to take action are delivered to the Corporation
by delivery to its registered office in the State of Delaware, its principal
place of business, or an officer or agent of the Corporation having custody of
the book in which proceedings of meetings of the stockholders are recorded. Any
copy, facsimile or other reliable reproduction of a consent in writing may be
substituted or used in lieu of the original writing for any and all purposes for
which the original writing could be used, provided that such copy, facsimile or
other reproduction shall be a complete reproduction of the entire original
writing. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing and who, if the action had been taken at a
meeting, would have been entitled to notice of the meeting if the record date
for such meeting had been the date that written consents signed by a sufficient
number of holders to take the action were delivered to the Corporation as
provided above in this Section 9.

                                        7



                  Section 10. List of Stockholders Entitled to Vote. The officer
of the Corporation who has charge of the stock ledger of the Corporation shall
prepare and make, at least ten (10) days before every meeting of the
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting (i) either at a place within the city where
the meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held
or (ii) during ordinary business hours, at the principal place of business of
the Corporation. The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

                  Section 11. Record Date.

                  (a)      In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of the stockholders
or any adjournment thereof, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date shall
not be more than sixty (60) nor less

                                        8



than ten (10) days before the date of such meeting. If no record date is fixed
by the Board of Directors, the record date for determining stockholders entitled
to notice of or to vote at a meeting of the stockholders shall be at the close
of business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held. A determination of stockholders of record entitled to
notice of or to vote at a meeting of the stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

                  (b)      In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors, and which record date shall not be more than ten (10)
days after the date upon which the resolution fixing the record date is adopted
by the Board of Directors. If no record date has been fixed by the Board of
Directors, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is required by applicable law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation by delivery to its registered office in the State
of Delaware, its principal place of business, or an officer or agent

                                        9



of the Corporation having custody of the book in which proceedings of meetings
of the stockholders are recorded. Delivery made to the Corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested. If no record date has been fixed by the Board of Directors and prior
action by the Board of Directors is required by applicable law, the record date
for determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
Board of Directors adopts the resolution taking such prior action.

                  Section 12. Stock Ledger. The stock ledger of the Corporation
shall be the only evidence as to who are the stockholders entitled to examine
the stock ledger, the list required by Section 10 of this Article II or the
books of the Corporation, or to vote in person or by proxy at any meeting of the
stockholders.

                  Section 13. Conduct of Meetings. The Board of Directors of the
Corporation may adopt by resolution such rules and regulations for the conduct
of any meeting of the stockholders as it shall deem appropriate. Except to the
extent inconsistent with such rules and regulations as adopted by the Board of
Directors, the chairman of any meeting of the stockholders shall have the right
and authority to prescribe such rules, regulations and procedures and to do all
such acts as, in the judgment of such chairman, are appropriate for the proper
conduct of the meeting. Such rules, regulations or procedures, whether adopted
by the Board of Directors or

                                       10



prescribed by the chairman of the meeting, may include, without limitation, the
following: (i) the establishment of an agenda or order of business for the
meeting; (ii) the determination of when the polls shall open and close for any
given matter to be voted on at the meeting; (iii) rules and procedures for
maintaining order at the meeting and the safety of those present; (iv)
limitations on attendance at or participation in the meeting to stockholders of
record of the Corporation, their duly authorized and constituted proxies or such
other persons as the chairman of the meeting shall determine; (v) restrictions
on entry to the meeting after the time fixed for the commencement thereof; and
(vi) limitations on the time allotted to questions or comments by participants.

                                   ARTICLE III

                                    DIRECTORS

                  Section 1. Number and Election of Directors. The Board of
Directors shall consist of not less than one nor more than fifteen members, the
exact number of which shall initially be fixed by the Incorporator and
thereafter from time to time by the Board of Directors. Except as provided in
Section 2 of this Article III, directors shall be elected by a plurality of the
votes cast at each Annual Meeting of Stockholders and each director so elected
shall hold office until the next Annual Meeting of Stockholders and until such
director's successor is duly elected and

                                       11



qualified, or until such director's earlier death, resignation or removal.
Directors need not be stockholders.

                  Section 2. Vacancies. Unless otherwise required by law or the
Certificate of Incorporation, vacancies arising through death, resignation,
removal, an increase in the number of directors or otherwise may be filled only
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director, and the directors so chosen shall hold office until
the next annual election and until their successors are duly elected and
qualified, or until their earlier death, resignation or removal.

                  Section 3. Duties and Powers. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of Directors
which may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Certificate of Incorporation or
by these By-Laws required to be exercised or done by the stockholders.

                  Section 4. Meetings. The Board of Directors may hold meetings,
both regular and special, either within or without the State of Delaware.
Regular meetings of the Board of Directors may be held without notice at such
time and at such place as may from time to time be determined by the Board of
Directors. Special meetings of the Board of Directors may be called by the
Chairman, if there be one, the President, or by any director. Notice thereof
stating the place, date and

                                       12



hour of the meeting shall be given to each director either by mail not less than
forty-eight (48) hours before the date of the meeting, by telephone or telegram
on twenty-four (24) hours' notice, or on such shorter notice as the person or
persons calling such meeting may deem necessary or appropriate in the
circumstances.

                  Section 5. Organization. At each meeting of the Board of
Directors, the Chairman of the Board of Directors, or, in his or her absence, a
director chosen by a majority of the directors present, shall act as chairman.
The Secretary of the Corporation shall act as secretary at each meeting of the
Board of Directors. In case the Secretary shall be absent from any meeting of
the Board of Directors, an Assistant Secretary shall perform the duties of
secretary at such meeting; and in the absence from any such meeting of the
Secretary and all the Assistant Secretaries, the chairman of the meeting may
appoint any person to act as secretary of the meeting.

                  Section 6. Resignations and Removals of Directors. Any
director of the Corporation may resign at any time, by giving notice in writing
to the Chairman of the Board of Directors, the President or the Secretary of the
Corporation. Such resignation shall take effect at the time therein specified
or, if no time is specified, immediately; and, unless otherwise specified in
such notice, the acceptance of such resignation shall not be necessary to make
it effective. Except as otherwise required by applicable law and subject to the
rights, if any, of the holders of shares of preferred stock then outstanding,
any director or the entire Board of Directors may be

                                       13



removed from office at any time by the affirmative vote of the holders of at
least a majority in voting power of the issued and outstanding capital stock of
the Corporation entitled to vote in the election of directors.

                  Section 7. Quorum. Except as otherwise required by law or the
Certificate of Incorporation, at all meetings of the Board of Directors, a
majority of the entire Board of Directors shall constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting of the time and
place of the adjourned meeting, until a quorum shall be present.

                  Section 8. Actions of the Board by Written Consent. Unless
otherwise provided in the Certificate of Incorporation or these By-Laws, any
action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting, if all the
members of the Board of Directors or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors or committee.

                                       14



                  Section 9. Meetings by Means of Conference Telephone. Unless
otherwise provided in the Certificate of Incorporation or these By-Laws, members
of the Board of Directors of the Corporation, or any committee thereof, may
participate in a meeting of the Board of Directors or such committee by means of
a conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this Section 9 shall constitute presence in person at such
meeting.

                  Section 10. Committees. The Board of Directors may designate
one or more committees, each committee to consist of one or more of the
directors of the Corporation. The Board of Directors may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of any such committee. In the absence or
disqualification of a member of a committee, and in the absence of a designation
by the Board of Directors of an alternate member to replace the absent or
disqualified member, the member or members thereof present at any meeting and
not disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any absent or disqualified member. Any committee,
to the extent permitted by law and provided in the resolution establishing such
committee, shall have and may exercise all the powers and authority of the Board
of Directors in the management of

                                       15



the business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it. Each committee
shall keep regular minutes and report to the Board of Directors when required.

                  Section 11. Compensation. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary for service as director, payable in cash or securities. No
such payment shall preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor. Members of special or
standing committees may be allowed like compensation for service as committee
members.

                  Section 12. Interested Directors. No contract or transaction
between the Corporation and one or more of its directors or officers, or between
the Corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers or have a financial interest, shall be void or voidable solely for this
reason, or solely because the director or officer is present at or participates
in the meeting of the Board of Directors or committee thereof which authorizes
the contract or transaction, or solely because any such director's or officer's
vote is counted for such purpose if: (i) the material facts as to the director's
or officer's relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or the

                                       16



committee, and the Board of Directors or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or (ii) the material facts as to the director's or officer's
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders;
or (iii) the contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified by the Board of Directors, a
committee thereof or the stockholders. Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or transaction.

                                   ARTICLE IV

                                    OFFICERS

                  Section 1. General. The officers of the Corporation shall be
chosen by the Board of Directors and shall be a President, a Secretary and a
Treasurer. The Board of Directors, in its discretion, also may choose a Chairman
of the Board of Directors (who must be a director) and one or more Vice
Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any
number of offices may be held by the same person, unless otherwise prohibited by
law, the Certificate

                                       17



of Incorporation or these By-Laws. The officers of the Corporation need not be
stockholders of the Corporation nor, except in the case of the Chairman of the
Board of Directors, need such officers be directors of the Corporation.

                  Section 2. Election. The Board of Directors, at its first
meeting held after each Annual Meeting of Stockholders (or action by written
consent of stockholders in lieu of the Annual Meeting of Stockholders), shall
elect the officers of the Corporation who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors; and each officer of the
Corporation shall hold office until such officer's successor is elected and
qualified, or until such officer's earlier death, resignation or removal. Any
officer elected by the Board of Directors may be removed at any time by the
Board of Directors. Any vacancy occurring in any office of the Corporation shall
be filled by the Board of Directors. The salaries of all officers of the
Corporation shall be fixed by the Board of Directors.

                  Section 3. Voting Securities Owned by the Corporation. Powers
of attorney, proxies, waivers of notice of meeting, consents and other
instruments relating to securities owned by the Corporation may be executed in
the name of and on behalf of the Corporation by the President or any Vice
President or any other officer authorized to do so by the Board of Directors and
any such officer may, in the name of and on behalf of the Corporation, take all
such action as any such officer

                                       18



may deem advisable to vote in person or by proxy at any meeting of security
holders of any corporation in which the Corporation may own securities and at
any such meeting shall possess and may exercise any and all rights and power
incident to the ownership of such securities and which, as the owner thereof,
the Corporation might have exercised and possessed if present. The Board of
Directors may, by resolution, from time to time confer like powers upon any
other person or persons.

                  Section 4. Chairman of the Board of Directors. The Chairman of
the Board of Directors, if there be one, shall preside at all meetings of the
stockholders and of the Board of Directors. The Chairman of the Board of
Directors shall be the Chief Executive Officer of the Corporation, unless the
Board of Directors designates the President as the Chief Executive Officer, and,
except where by law the signature of the President is required, the Chairman of
the Board of Directors shall possess the same power as the President to sign all
contracts, certificates and other instruments of the Corporation which may be
authorized by the Board of Directors. During the absence or disability of the
President, the Chairman of the Board of Directors shall exercise all the powers
and discharge all the duties of the President. The Chairman of the Board of
Directors shall also perform such other duties and may exercise such other
powers as may from time to time be assigned by these By-Laws or by the Board of
Directors.

                                                 19



                  Section 5. President. The President shall, subject to the
control of the Board of Directors and, if there be one, the Chairman of the
Board of Directors, have general supervision of the business of the Corporation
and shall see that all orders and resolutions of the Board of Directors are
carried into effect. The President shall execute all bonds, mortgages, contracts
and other instruments of the Corporation requiring a seal, under the seal of
the Corporation, except where required or permitted by law to be otherwise
signed and executed and except that the other officers of the Corporation may
sign and execute documents when so authorized by these By-Laws, the Board of
Directors or the President. In the absence or disability of the Chairman of the
Board of Directors, or if there be none, the President shall preside at all
meetings of the stockholders and, provided the President is also a director, the
Board of Directors. If there be no Chairman of the Board of Directors, or if the
Board of Directors shall otherwise designate, the President shall be the Chief
Executive Officer of the Corporation. The President shall also perform such
other duties and may exercise such other powers as may from time to time be
assigned to such officer by these By-Laws or by the Board of Directors.

                  Section 6. Vice Presidents. At the request of the President or
in the President's absence or in the event of the President's inability or
refusal to act (and if there be no Chairman of the Board of Directors), the Vice
President, or the Vice Presidents if there are more than one (in the order
designated by the Board of

                                       20



Directors), shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. Each Vice President shall perform such other duties and have such
other powers as the Board of Directors from time to time may prescribe. If there
be no Chairman of the Board of Directors and no Vice President, the Board of
Directors shall designate the officer of the Corporation who, in the absence of
the President or in the event of the inability or refusal of the President to
act, shall perform the duties of the President, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the President.

                  Section 7. Secretary. The Secretary shall attend all meetings
of the Board of Directors and all meetings of the stockholders and record all
the proceedings thereat in a book or books to be kept for that purpose; the
Secretary shall also perform like duties for committees of the Board of
Directors when required. The Secretary shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors, the Chairman of the Board of Directors or the President, under
whose supervision the Secretary shall be. If the Secretary shall be unable or
shall refuse to cause to be given notice of all meetings of the stockholders and
special meetings of the Board of Directors, and if there be no Assistant
Secretary, then either the Board of Directors or the President may choose

                                       21



another officer to cause such notice to be given. The Secretary shall have
custody of the seal of the Corporation and the Secretary or any Assistant
Secretary, if there be one, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by the signature
of the Secretary or by the signature of any such Assistant Secretary. The Board
of Directors may give general authority to any other officer to affix the seal
of the Corporation and to attest to the affixing by such officer's signature.
The Secretary shall see that all books, reports, statements, certificates and
other documents and records required by law to be kept or filed are properly
kept or filed, as the case may be.

                  Section 8. Treasurer. The Treasurer shall have the custody of
the corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all transactions as Treasurer and of the financial condition of the Corporation.
If required by the Board of Directors, the Treasurer shall give the Corporation
a bond in such sum and with such surety or sureties as

                                       22



shall be satisfactory to the Board of Directors for the faithful performance of
the duties of the office of the Treasurer and for the restoration to the
Corporation, in case of the Treasurer's death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in the Treasurer's possession or under the Treasurer's control
belonging to the Corporation.

                  Section 9. Other Officers. Such other officers as the Board of
Directors may choose shall perform such duties and have such powers as from time
to time may be assigned to them by the Board of Directors. The Board of
Directors may delegate to any other officer of the Corporation the power to
choose such other officers and to prescribe their respective duties and powers.

                                    ARTICLE V

                                      STOCK

                  Section 1. Form of Certificates. Every holder of stock in the
Corporation shall be entitled to have a certificate signed by, or in the name of
the Corporation (i) by the Chairman of the Board of Directors, or the President
or a Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary of the Corporation, certifying the number of
shares owned by such stockholder in the Corporation.

                                       23



                  Section 2. Signatures. Any or all of the signatures on a
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such person were such officer, transfer agent or registrar at the date of
issue.

                  Section 3. Lost Certificates. The Board of Directors may
direct a new certificate to be issued in place of any certificate theretofore
issued by the Corporation alleged to have been lost, stolen or destroyed, upon
the making of an affidavit of that fact by the person claiming the certificate
of stock to be lost, stolen or destroyed. When authorizing such issue of a new
certificate, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate, or such owner's legal representative, to advertise the
same in such manner as the Board of Directors shall require and/or to give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation on account of the alleged loss, theft
or destruction of such certificate or the issuance of such new certificate.

                  Section 4. Transfers. Stock of the Corporation shall be
transferable in the manner prescribed by applicable law and in these By-Laws.
Transfers of

                                       24



stock shall be made on the books of the Corporation only by the person named in
the certificate or by such person's attorney lawfully constituted in writing and
upon the surrender of the certificate therefor, properly endorsed for transfer
and payment of all necessary transfer taxes; provided, however, that such
surrender and endorsement or payment of taxes shall not be required in any case
in which the officers of the Corporation shall determine to waive such
requirement. Every certificate exchanged, returned or surrendered to the
Corporation shall be marked "Cancelled," with the date of cancellation, by the
Secretary or Assistant Secretary of the Corporation or the transfer agent
thereof. No transfer of stock shall be valid as against the Corporation for any
purpose until it shall have been entered in the stock records of the Corporation
by an entry showing from and to whom transferred.

                  Section 5. Dividend Record Date. In order that the Corporation
may determine the stockholders entitled to receive payment of any dividend or
other distribution or allotment of any rights or the stockholders entitled to
exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty (60) days prior to such action. If no record date is fixed, the
record date for determining stockholders for

                                       25



any such purpose shall be at the close of business on the day on which the Board
of Directors adopts the resolution relating thereto.

                  Section 6. Record Owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise required by
law.

                  Section 7. Transfer and Registry Agents. The Corporation may
from time to time maintain one or more transfer offices or agencies and registry
offices or agencies at such place or places as may be determined from time to
time by the Board of Directors.

                                   ARTICLE VI

                                     NOTICES

                  Section 1. Notices. Whenever written notice is required by
law, the Certificate of Incorporation or these By-Laws, to be given to any
director, member of a committee or stockholder, such notice may be given by
mail, addressed to such director, member of a committee or stockholder, at such
person's address as it

                                       26



appears on the records of the Corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Written notice may also be given personally
or by telegram, telex or cable.

                  Section 2. Waivers of Notice. Whenever any notice is required
by applicable law, the Certificate of Incorporation or these By-Laws, to be
given to any director, member of a committee or stockholder, a waiver thereof in
writing, signed by the person or persons entitled to notice, whether before or
after the time stated therein, shall be deemed equivalent thereto. Attendance of
a person at a meeting, present in person or represented by proxy, shall
constitute a waiver of notice of such meeting, except where the person attends
the meeting for the express purpose of objecting at the beginning of the meeting
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
Annual or Special Meeting of Stockholders or any regular or special meeting of
the directors or members of a committee of directors need be specified in any
written waiver of notice unless so required by law, the Certificate of
Incorporation or these By-Laws.

                                       27



                                   ARTICLE VII

                               GENERAL PROVISIONS

                  Section 1. Dividends. Dividends upon the capital stock of the
Corporation, subject to the requirements of the General Corporation Law of the
State of Delaware (the "DGCL") and the provisions of the Certificate of
Incorporation, if any, may be declared by the Board of Directors at any regular
or special meeting of the Board of Directors (or any action by written consent
in lieu thereof in accordance with Section 8 of Article III hereof), and may be
paid in cash, in property, or in shares of the Corporation's capital stock.
Before payment of any dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Board of Directors
from time to time, in its absolute discretion, deems proper as a reserve or
reserves to meet contingencies, or for purchasing any of the shares of capital
stock, warrants, rights, options, bonds, debentures, notes, scrip or other
securities or evidences of indebtedness of the Corporation, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for any proper purpose, and the Board of Directors may modify or abolish any
such reserve.

                  Section 2. Disbursements. All checks or demands for money and
notes of the Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time
designate.

                                       28



                  Section 3. Fiscal Year. The fiscal year of the Corporation
shall be fixed by resolution of the Board of Directors.

                  Section 4. Corporate Seal. The corporate seal shall have
inscribed thereon the name of the Corporation, the year of its organization and
the words "Corporate Seal, Delaware". The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                 INDEMNIFICATION

                  Section 1. Power to Indemnify in Actions, Suits or Proceedings
other than Those by or in the Right of the Corporation. Subject to Section 3 of
this Article VIII, the Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation), by
reason of the fact that such person is or was a director or officer of the
Corporation, or is or was a director or officer of the Corporation serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such

                                       29



action, suit or proceeding if such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which such
person reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that such person's conduct was unlawful.

                  Section 2. Power to Indemnify in Actions, Suits or Proceedings
by or in the Right of the Corporation. Subject to Section 3 of this Article
VIII, the Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that such person is or was a director or officer of the
Corporation, or is or was a director or officer of the Corporation serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action

                                       30



or suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Corporation; except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery of the State of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

                  Section 3. Authorization of Indemnification. Any
indemnification under this Article VIII (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the present or former director or officer
is proper in the circumstances because such person has met the applicable
standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as
the case may be. Such determination shall be made, with respect to a person who
is a director or officer at the time of such determination, (i) by a majority
vote of the directors who are not parties to such action, suit or proceeding,
even though less than a quorum, or (ii) by a committee of such directors
designated by a majority vote of such directors, even though less than a quorum,
or (iii) if there are no such directors, or if such directors so direct, by
independent legal

                                       31



counsel in a written opinion or (iv) by the stockholders. Such determination
shall be made, with respect to former directors and officers, by any person or
persons having the authority to act on the matter on behalf of the Corporation.
To the extent, however, that a present or former director or officer of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding described above, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith, without the necessity of authorization in the specific case.

                  Section 4. Good Faith Defined. For purposes of any
determination under Section 3 of this Article VIII, a person shall be deemed to
have acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the Corporation, or, with respect to
any criminal action or proceeding, to have had no reasonable cause to believe
such person's conduct was unlawful, if such person's action is based on the
records or books of account of the Corporation or another enterprise, or on
information supplied to such person by the officers of the Corporation or
another enterprise in the course of their duties, or on the advice of legal
counsel for the Corporation or another enterprise or on information or records
given or reports made to the Corporation or another enterprise by an independent
certified public accountant or by an appraiser or other expert selected

                                       32



with reasonable care by the Corporation or another enterprise. The provisions of
this Section 4 shall not be deemed to be exclusive or to limit in any way the
circumstances in which a person may be deemed to have met the applicable
standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as
the case may be.

                  Section 5. Indemnification by a Court. Notwithstanding any
contrary determination in the specific case under Section 3 of this Article
VIII, and notwithstanding the absence of any determination thereunder, any
director or officer may apply to the Court of Chancery of the State of Delaware
or any other court of competent jurisdiction in the State of Delaware for
indemnification to the extent otherwise permissible under Section 1 or Section 2
of this Article VIII. The basis of such indemnification by a court shall be a
determination by such court that indemnification of the director or officer is
proper in the circumstances because such person has met the applicable standard
of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case
may be. Neither a contrary determination in the specific case under Section 3 of
this Article VIII nor the absence of any determination thereunder shall be a
defense to such application or create a presumption that the director or officer
seeking indemnification has not met any applicable standard of conduct. Notice
of any application for indemnification pursuant to this Section 5 shall be given
to the Corporation promptly upon the filing of such application. If successful,

                                       33



in whole or in part, the director or officer seeking indemnification shall also
be entitled to be paid the expense of prosecuting such application.

                  Section 6. Expenses Payable in Advance. Expenses (including
attorneys' fees) incurred by a director or officer in defending any civil,
criminal, administrative or investigative action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the Corporation as authorized in
this Article VIII. Such expenses (including attorneys' fees) incurred by former
directors and officers or other employees and agents may be so paid upon such
terms and conditions, if any, as the Corporation deems appropriate.

                  Section 7. Nonexclusivity of Indemnification and Advancement
of Expenses. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article VIII shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under the Certificate of Incorporation, these By-Laws,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in such person's official capacity and as to action in another
capacity while holding such office, it being the policy of the Corporation that
indemnification of the persons specified in

                                       34



Section 1 and Section 2 of this Article VIII shall be made to the fullest extent
permitted by law. The provisions of this Article VIII shall not be deemed to
preclude the indemnification of any person who is not specified in Section 1 or
Section 2 of this Article VIII but whom the Corporation has the power or
obligation to indemnify under the provisions of the DGCL, or otherwise.

                  Section 8. Insurance. The Corporation may purchase and
maintain insurance on behalf of any person who is or was a director or officer
of the Corporation, or is or was a director or officer of the Corporation
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and incurred by
such person in any such capacity, or arising out of such person's status as
such, whether or not the Corporation would have the power or the obligation to
indemnify such person against such liability under the provisions of this
Article VIII.

                  Section 9. Certain Definitions. For purposes of this Article
VIII, references to "the Corporation" shall include, in addition to the
resulting corporation, any constituent corporation (including any constituent of
a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors or officers, so that any person who is or was a director or officer of
such constituent corporation, or is or was a director

                                       35



or officer of such constituent corporation serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partner ship, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Article VIII with respect to
the resulting or surviving corporation as such person would have with respect to
such constituent corporation if its separate existence had continued. The term
"another enterprise" as used in this Article VIII shall mean any other
corporation or any partnership, joint venture, trust, employee benefit plan or
other enterprise of which such person is or was serving at the request of the
Corporation as a director, officer, employee or agent. For purposes of this
Article VIII, references to "fines" shall include any excise taxes assessed on a
person with respect to an employee benefit plan; and references to "serving at
the request of the Corporation" shall include any service as a director,
officer, employee or agent of the Corporation which imposes duties on, or
involves services by, such director or officer with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner such person reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the Corporation"
as referred to in this Article VIII.

                  Section 10. Survival of Indemnification and Advancement of
Expenses. The indemnification and advancement of expenses provided by, or

                                       36



granted pursuant to, this Article VIII shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director
or officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.

                  Section 11. Limitation on Indemnification. Notwithstanding
anything contained in this Article VIII to the contrary, except for proceedings
to enforce rights to indemnification (which shall be governed by Section 5 of
this Article VIII), the Corporation shall not be obligated to indemnify any
director or officer (or his or her heirs, executors or personal or legal
representatives) or advance expenses in connection with a proceeding (or part
thereof) initiated by such person unless such proceeding (or part thereof) was
authorized or consented to by the Board of Directors of the Corporation.

                  Section 12. Indemnification of Employees and Agents. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, provide rights to indemnification and to the advancement of expenses
to employees and agents of the Corporation similar to those conferred in this
Article VIII to directors and officers of the Corporation.

                                       37

EX-3.21

                                                                    EXHIBIT 3.21

                          CERTIFICATE OF INCORPORATION

                                       OF

                HAYES LEMMERZ INTERNATIONAL--BOWLING GREEN, INC.

                  FIRST: The name of the Corporation is Hayes Lemmerz
International--Bowling Green, Inc. (hereinafter the "Corporation").

                  SECOND: The address of the registered office of the
Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, in the
City of Wilmington, County of New Castle. The name of its registered agent at
that address is Corporation Service Company.

                  THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which a corporation may be organized under the
General Corporation Law of the State of Delaware as set forth in Title 8 of the
Delaware Code (the "GCL").

                  FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is 1,000 shares of Common Stock, each
having a par value of $.01.

                  FIFTH: The name and mailing address of the Sole Incorporator
is as follows:

       Name                                Address

Deborah M. Reusch                          P.O. Box 636
                                           Wilmington, DE 19899

                  SIXTH: The following provisions are inserted for the
management of the business and the conduct of the affairs of the Corporation,
and for further definition, limitation and regulation of the powers of the
Corporation and of its directors and stockholders:

         (1) The business and affairs of the Corporation shall be managed by or
         under the direction of the Board of Directors.

         (2) The directors shall have concurrent power with the stockholders to
         make, alter, amend, change, add to or repeal the By-Laws of the
         Corporation.



         (3) The number of directors of the Corporation shall be as from time to
         time fixed by, or in the manner provided in, the By-Laws of the
         Corporation. Election of directors need not be by written ballot unless
         the By-Laws so provide.

         (4) No director shall be personally liable to the Corporation or any of
         its stockholders for monetary damages for breach of fiduciary duty as a
         director, except for liability (i) for any breach of the director's
         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) pursuant to Section 174 of the
         Delaware General Corporation Law or (iv) for any transaction from which
         the director derived an improper personal benefit. Any repeal or
         modification of this Article SIXTH by the stockholders of the
         Corporation shall not adversely affect any right or protection of a
         director of the Corporation existing at the time of such repeal or
         modification with respect to acts or omissions occurring prior to such
         repeal or modification.

         (5) In addition to the powers and authority hereinbefore or by statute
         expressly conferred upon them, the directors are hereby empowered to
         exercise all such powers and do all such acts and things as may be
         exercised or done by the Corporation, subject, nevertheless, to the
         provisions of the GCL, this Certificate of Incorporation, and any
         By-Laws adopted by the stockholders; provided, however, that no By-Laws
         hereafter adopted by the stockholders shall invalidate any prior act of
         the directors which would have been valid if such By-Laws had not been
         adopted.

                  SEVENTH: The Corporation shall indemnify its directors and
officers to the fullest extent authorized or permitted by law, as now or
hereafter in effect, and such right to indemnification shall continue as to a
person who has ceased to be a director or officer of the Corporation and shall
inure to the benefit of his or her heirs, executors and personal and legal
representatives; provided, however, that, except for proceedings to enforce
rights to indemnification, the Corporation shall not be obligated to indemnify
any director or officer (or his or her heirs, executors or personal or legal
representatives) in connection with a proceeding (or part thereof) initiated by
such person unless such proceeding (or part thereof) was authorized or consented
to by the Board of Directors. The right to indemnification conferred by this
Article SEVENTH shall include the right to be paid by the Corporation the
expenses incurred in defending or otherwise participating in any proceeding in
advance of its final disposition.

                  The Corporation may, to the extent authorized from time to
time by the Board of Directors, provide rights to indemnification and to the
advancement of expenses to employees and agents of the Corporation similar to
those conferred in this Article SEVENTH to directors and officers of the
Corporation.

                                        2



                  The rights to indemnification and to the advance of expenses
conferred in this Article SEVENTH shall not be exclusive of any other right
which any person may have or hereafter acquire under this Certificate of
Incorporation, the By-Laws of the Corporation, any statute, agreement, vote of
stockholders or disinterested directors or otherwise.

                  Any repeal or modification of this Article SEVENTH by the
stockholders of the Corporation shall not adversely affect any rights to
indemnification and to the advancement of expenses of a director or officer of
the Corporation existing at the time of such repeal or modification with respect
to any acts or omissions occurring prior to such repeal or modification.

                  EIGHTH: Meetings of stockholders may be held within or without
the State of Delaware, as the By-Laws may provide. The books of the Corporation
may be kept (subject to any provision contained in the GCL) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the Corporation.

                  NINTH: 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.

                            [SIGNATURE PAGE FOLLOWS]

                                       3



                  I, THE UNDERSIGNED, being the Sole Incorporator hereinbefore
named, for the purpose of forming a corporation pursuant to the GCL, do make
this Certificate, hereby declaring and certifying that this is my act and deed
and the facts herein stated are true, and accordingly have hereunto set my hand
this 17th day of April, 2003.
                                              /s/ Deborah M. Reusch
                                              ------------------------------
                                              Deborah M. Reusch
                                              Sole Incorporator

EX-3.22

                                                                    EXHIBIT 3.22

                                     BY-LAWS

                                       OF

                HAYES LEMMERZ INTERNATIONAL--BOWLING GREEN, INC.

                             A Delaware Corporation

                            Effective April 17, 2003



                                TABLE OF CONTENTS



                                                                                        PAGE
                                                                                        ----
                                                                                     
                                              ARTICLE I
                                               OFFICES

Section 1.        Registered Office..................................................     1
Section 2.        Other Offices......................................................     1

                                             ARTICLE II
                                      MEETINGS OF STOCKHOLDERS

Section 1.        Place of Meetings..................................................     2
Section 2.        Annual Meetings....................................................     2
Section 3.        Special Meetings...................................................     2
Section 4.        Notice.............................................................     3
Section 5.        Adjournments.......................................................     3
Section 6.        Quorum.............................................................     4
Section 7.        Voting.............................................................     5
Section 8.        Proxies............................................................     6
Section 9.        Consent of Stockholders in Lieu of Meeting.........................     8
Section 10.       List of Stockholders Entitled to Vote..............................     9
Section 11.       Record Date........................................................    10
Section 12.       Stock Ledger.......................................................    12
Section 13.       Conduct of Meetings................................................    12
Section 14.       Inspectors of Election.............................................    13

                                             ARTICLE III
                                              DIRECTORS

Section 1.        Number and Election of Directors...................................    14
Section 2.        Vacancies..........................................................    15
Section 3.        Duties and Powers..................................................    15
Section 4.        Meetings...........................................................    15
Section 5.        Organization.......................................................    16
Section 6.        Resignations and Removals of Directors.............................    16
Section 7.        Quorum.............................................................    17


                                       i



                                                                                     
Section 8.        Actions of the Board by Written Consent............................    18
Section 9.        Meetings by Means of Conference Telephone..........................    18
Section 10.       Committees.........................................................    19
Section 11.       Compensation.......................................................    20
Section 12.       Interested Directors...............................................    20

                                             ARTICLE IV
                                              OFFICERS

Section 1.        General............................................................    21
Section 2.        Election...........................................................    22
Section 3.        Voting Securities Owned by the Corporation.........................    22
Section 4.        Chairman of the Board of Directors.................................    23
Section 5.        President..........................................................    24
Section 6.        Vice Presidents....................................................    24
Section 7.        Secretary..........................................................    25
Section 8.        Treasurer..........................................................    26
Section 9.        Assistant Secretaries..............................................    27
Section 10.       Assistant Treasurers...............................................    27
Section 11.       Other Officers.....................................................    28

                                              ARTICLE V
                                                STOCK

Section 1.        Form of Certificates...............................................    28
Section 2.        Signatures.........................................................    29
Section 3.        Lost Certificates..................................................    29
Section 4.        Transfers..........................................................    29
Section 5.        Dividend Record Date...............................................    30
Section 6.        Record Owners......................................................    31
Section 7.        Transfer and Registry Agents.......................................    31

                                             ARTICLE VI
                                               NOTICES

Section 1.        Notices............................................................    31
Section 2.        Waivers of Notice..................................................    32



                                       ii



                                                                                     
                                             ARTICLE VII
                                         GENERAL PROVISIONS

Section 1.        Dividends..........................................................    33
Section 2.        Disbursements......................................................    33
Section 3.        Fiscal Year........................................................    34
Section 4.        Corporate Seal.....................................................    34

                                            ARTICLE VIII
                                           INDEMNIFICATION

Section 1.        Power to Indemnify in Actions, Suits or Proceedings
                  other than Those by or in the Right of the Corporation.............    34
Section 2.        Power to Indemnify in Actions, Suits or Proceedings
                  by or in the Right of the Corporation..............................    35
Section 3.        Authorization of Indemnification...................................    36
Section 4.        Good Faith Defined.................................................    37
Section 5.        Indemnification by a Court.........................................    38
Section 6.        Expenses Payable in Advance........................................    39
Section 7.        Nonexclusivity of Indemnification and Advancement of Expenses......    39
Section 8.        Insurance..........................................................    40
Section 9.        Certain Definitions................................................    40
Section 10.       Survival of Indemnification and Advancement of Expenses............    42
Section 11.       Limitation on Indemnification......................................    42
Section 12.       Indemnification of Employees and Agents............................    42

                                             ARTICLE IX
                                             AMENDMENTS

Section 1.        Amendments.........................................................    43
Section 2.        Entire Board of Directors..........................................    43



                                      iii



                                     BY-LAWS

                                       OF

                HAYES LEMMERZ INTERNATIONAL--BOWLING GREEN, INC.

                     (hereinafter called the "Corporation")

                                    ARTICLE I

                                     OFFICES

                  Section 1. Registered Office. The registered office of the
Corporation shall be in the City of Wilmington, County of New Castle, State of
Delaware.

                  Section 2. Other Offices. The Corporation may also have
offices at such other places, both within and without the State of Delaware, as
the Board of Directors may from time to time determine.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

                  Section 1. Place of Meetings. Meetings of the stockholders for
the election of directors or for any other purpose shall be held at such time
and place, either within or without the State of Delaware, as shall be
designated from time to time by the Board of Directors.



                  Section 2. Annual Meetings. The Annual Meeting of Stockholders
for the election of directors shall be held on such date and at such time as
shall be designated from time to time by the Board of Directors. Any other
proper business may be transacted at the Annual Meeting of Stockholders.

                  Section 3. Special Meetings. Unless otherwise required by law
or by the certificate of incorporation of the Corporation, as amended and
restated from time to time (the "Certificate of Incorporation"), Special
Meetings of Stockholders, for any purpose or purposes, may be called by either
(i) the Chairman, if there be one, or (ii) the President, (iii) any Vice
President, if there be one, (iv) the Secretary or (v) any Assistant Secretary,
if there be one, and shall be called by any such officer at the request in
writing of (i) the Board of Directors, (ii) a committee of the Board of
Directors that has been duly designated by the Board of Directors and whose
powers and authority include the power to call such meetings or (iii)
stockholders owning a majority of the capital stock of the Corporation issued
and outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting. At a Special Meeting of Stockholders, only
such business shall be conducted as shall be specified in the notice of meeting
(or any supplement thereto).

                  Section 4. Notice. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a

                                        2



Special Meeting, the purpose or purposes for which the meeting is called. Unless
otherwise required by law, written notice of any meeting shall be given not less
than ten (10) nor more than sixty (60) days before the date of the meeting to
each stock holder entitled to notice of and to vote at such meeting.

                  Section 5. Adjournments. Any meeting of the stockholders may
be adjourned from time to time to reconvene at the same or some other place, and
notice need not be given of any such adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. At the
adjourned meeting, the Corporation may transact any business which might have
been trans acted at the original meeting. If the adjournment is for more than
thirty (30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, notice of the adjourned meeting in accordance with the
requirements of Section 4 hereof shall be given to each stockholder of record
entitled to notice of and to vote at the meeting.

                  Section 6. Quorum. Unless otherwise required by applicable law
or the Certificate of Incorporation, the holders of a majority of the
Corporation's capital stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business. A quorum, once
established, shall not be broken by the withdrawal of enough votes to leave less
than a quorum. If, however, such

                                       3



quorum shall not be present or represented at any meeting of the stockholders,
the stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, in the manner
provided in Section 5 hereof, until a quorum shall be present or represented.

                  Section 7. Voting. Unless otherwise required by law, the
Certificate of Incorporation or these By-Laws, any question brought before any
meeting of the stockholders, other than the election of directors, shall be
decided by the vote of the holders of a majority of the total number of votes of
the Corporation's capital stock represented and entitled to vote thereat, voting
as a single class. Unless otherwise provided in the Certificate of
Incorporation, and subject to Section 11(a) of this Article II, each stockholder
represented at a meeting of the stockholders shall be entitled to cast one (1)
vote for each share of the capital stock entitled to vote thereat held by such
stockholder. Such votes may be cast in person or by proxy as provided in Section
8 of this Article II. The Board of Directors, in its discretion, or the officer
of the Corporation presiding at a meeting of the stockholders, in such officer's
discretion, may require that any votes cast at such meeting shall be cast by
written ballot.

                  Section 8. Proxies. Each stockholder entitled to vote at a
meeting of the stockholders or to express consent or dissent to corporate action
in writing without a meeting may authorize another person or persons to act for
such stock-

                                       4



holder as proxy, but no such proxy shall be voted upon after three years from
its date, unless such proxy provides for a longer period. Without limiting the
manner in which a stockholder may authorize another person or persons to act for
such stock holder as proxy, the following shall constitute a valid means by
which a stockholder may grant such authority:

                  (i) A stockholder may execute a writing authorizing another
         person or persons to act for such stockholder as proxy. Execution may
         be accomplished by the stockholder or such stockholder's authorized
         officer, director, employee or agent signing such writing or causing
         such person's signature to be affixed to such writing by any reasonable
         means, including, but not limited to, by facsimile signature.

                  (ii) A stockholder may authorize another person or persons to
         act for such stockholder as proxy by transmitting or authorizing the
         transmission of a telegram or cablegram to the person who will be the
         holder of the proxy or to a proxy solicitation firm, proxy support
         service organization or like agent duly authorized by the person who
         will be the holder of the proxy to receive such telegram or cablegram,
         provided that any such telegram or cablegram must either set forth or
         be submitted with information from which it can be determined that the
         telegram or cablegram was authorized by the stockholder. If it is
         determined that such telegrams or cablegrams are valid,

                                       5



         the inspectors or, if there are no inspectors, such other persons
         making that determination shall specify the information on which they
         relied.

Any copy, facsimile telecommunication or other reliable reproduction of the
writing, telegram or cablegram authorizing another person or persons to act as
proxy for a stockholder may be substituted or used in lieu of the original
writing, telegram or cablegram for any and all purposes for which the original
writing, telegram or cablegram could be used; provided, however, that such copy,
facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing, telegram or cablegram.

                  Section 9. Consent of Stockholders in Lieu of Meeting. Unless
otherwise provided in the Certificate of Incorporation, any action required or
permitted to be taken at any Annual or Special Meeting of Stockholders of the
Corporation may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted
and shall be delivered to the Corporation by delivery to its registered office
in the State of Delaware, its principal place of business, or an officer or
agent of the Corporation having custody of the book in which proceedings of
meetings of the stockholders are recorded. Delivery

                                       6



made to the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. Every written consent shall bear the
date of signature of each stockholder who signs the consent and no written
consent shall be effective to take the corporate action referred to therein
unless, within sixty (60) days of the earliest dated consent delivered in the
manner required by this Section 9 to the Corporation, written consents signed by
a sufficient number of holders to take action are delivered to the Corporation
by delivery to its registered office in the State of Delaware, its principal
place of business, or an officer or agent of the Corporation having custody of
the book in which proceedings of meetings of the stockholders are recorded. Any
copy, facsimile or other reliable reproduction of a consent in writing may be
substituted or used in lieu of the original writing for any and all purposes for
which the original writing could be used, provided that such copy, facsimile or
other reproduction shall be a complete reproduction of the entire original
writing. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing and who, if the action had been taken at a
meeting, would have been entitled to notice of the meeting if the record date
for such meeting had been the date that written consents signed by a sufficient
number of holders to take the action were delivered to the Corporation as
provided above in this Section 9.

                                       7



                  Section 10. List of Stockholders Entitled to Vote. The officer
of the Corporation who has charge of the stock ledger of the Corporation shall
prepare and make, at least ten (10) days before every meeting of the
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting (i) either at a place within the city where
the meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held
or (ii) during ordinary business hours, at the principal place of business of
the Corporation. The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

                  Section 11. Record Date.

                  (a) In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of the stockholders
or any adjournment thereof, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date shall
not be more than sixty (60) nor less

                                       8



than ten (10) days before the date of such meeting. If no record date is fixed
by the Board of Directors, the record date for determining stockholders entitled
to notice of or to vote at a meeting of the stockholders shall be at the close
of business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held. A determination of stockholders of record entitled to
notice of or to vote at a meeting of the stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

                  (b) In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors, and which record date shall not be more than ten (10)
days after the date upon which the resolution fixing the record date is adopted
by the Board of Directors. If no record date has been fixed by the Board of
Directors, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is required by applicable law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation by delivery to its registered office in the State
of Delaware, its principal place of business, or an officer or agent

                                       9



of the Corporation having custody of the book in which proceedings of meetings
of the stockholders are recorded. Delivery made to the Corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested. If no record date has been fixed by the Board of Directors and prior
action by the Board of Directors is required by applicable law, the record date
for determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
Board of Directors adopts the resolution taking such prior action.

                  Section 12. Stock Ledger. The stock ledger of the Corporation
shall be the only evidence as to who are the stockholders entitled to examine
the stock ledger, the list required by Section 10 of this Article II or the
books of the Corporation, or to vote in person or by proxy at any meeting of the
stockholders.

                  Section 13. Conduct of Meetings. The Board of Directors of the
Corporation may adopt by resolution such rules and regulations for the conduct
of any meeting of the stockholders as it shall deem appropriate. Except to the
extent inconsistent with such rules and regulations as adopted by the Board of
Directors, the chairman of any meeting of the stockholders shall have the right
and authority to prescribe such rules, regulations and procedures and to do all
such acts as, in the judgment of such chairman, are appropriate for the proper
conduct of the meeting. Such rules, regulations or procedures, whether adopted
by the Board of Directors or

                                       10



prescribed by the chairman of the meeting, may include, without limitation, the
following: (i) the establishment of an agenda or order of business for the
meeting; (ii) the determination of when the polls shall open and close for any
given matter to be voted on at the meeting; (iii) rules and procedures for
maintaining order at the meeting and the safety of those present; (iv)
limitations on attendance at or participation in the meeting to stockholders of
record of the Corporation, their duly authorized and constituted proxies or such
other persons as the chairman of the meeting shall determine; (v) restrictions
on entry to the meeting after the time fixed for the commencement thereof; and
(vi) limitations on the time allotted to questions or comments by participants.

                                   ARTICLE III

                                    DIRECTORS

                  Section 1. Number and Election of Directors. The Board of
Directors shall consist of not less than one nor more than fifteen members, the
exact number of which shall initially be fixed by the Incorporator and
thereafter from time to time by the Board of Directors. Except as provided in
Section 2 of this Article III, directors shall be elected by a plurality of the
votes cast at each Annual Meeting of Stockholders and each director so elected
shall hold office until the next Annual Meeting of Stockholders and until such
director's successor is duly elected and

                                       11



qualified, or until such director's earlier death, resignation or removal.
Directors need not be stockholders.

                  Section 2. Vacancies. Unless otherwise required by law or the
Certificate of Incorporation, vacancies arising through death, resignation,
removal, an increase in the number of directors or otherwise may be filled only
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director, and the directors so chosen shall hold office until
the next annual election and until their successors are duly elected and
qualified, or until their earlier death, resignation or removal.

                  Section 3. Duties and Powers. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of Directors
which may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Certificate of Incorporation or
by these By- Laws required to be exercised or done by the stockholders.

                  Section 4. Meetings. The Board of Directors may hold meetings,
both regular and special, either within or without the State of Delaware.
Regular meetings of the Board of Directors may be held without notice at such
time and at such place as may from time to time be determined by the Board of
Directors. Special meetings of the Board of Directors may be called by the
Chairman, if there be one, the President, or by any director. Notice thereof
stating the place, date and

                                       12



hour of the meeting shall be given to each director either by mail not less than
forty-eight (48) hours before the date of the meeting, by telephone or telegram
on twenty-four (24) hours' notice, or on such shorter notice as the person or
persons calling such meeting may deem necessary or appropriate in the
circumstances.

                  Section 5. Organization. At each meeting of the Board of
Directors, the Chairman of the Board of Directors, or, in his or her absence, a
director chosen by a majority of the directors present, shall act as chairman.
The Secretary of the Corporation shall act as secretary at each meeting of the
Board of Directors. In case the Secretary shall be absent from any meeting of
the Board of Directors, an Assistant Secretary shall perform the duties of
secretary at such meeting; and in the absence from any such meeting of the
Secretary and all the Assistant Secretaries, the chairman of the meeting may
appoint any person to act as secretary of the meeting.

                  Section 6. Resignations and Removals of Directors. Any
director of the Corporation may resign at any time, by giving notice in writing
to the Chair man of the Board of Directors, the President or the Secretary of
the Corporation. Such resignation shall take effect at the time therein
specified or, if no time is specified, immediately; and, unless otherwise
specified in such notice, the acceptance of such resignation shall not be
necessary to make it effective. Except as otherwise required by applicable law
and subject to the rights, if any, of the holders of shares of preferred stock
then outstanding, any director or the entire Board of Directors may be

                                       13



removed from office at any time by the affirmative vote of the holders of at
least a majority in voting power of the issued and outstanding capital stock of
the Corporation entitled to vote in the election of directors.

                  Section 7. Quorum. Except as otherwise required by law or the
Certificate of Incorporation, at all meetings of the Board of Directors, a
majority of the entire Board of Directors shall constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting of the time and
place of the adjourned meeting, until a quorum shall be present.

                  Section 8. Actions of the Board by Written Consent. Unless
otherwise provided in the Certificate of Incorporation or these By-Laws, any
action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting, if all the
members of the Board of Directors or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors or committee.

                                       14



                  Section 9. Meetings by Means of Conference Telephone. Unless
otherwise provided in the Certificate of Incorporation or these By-Laws, members
of the Board of Directors of the Corporation, or any committee thereof, may
participate in a meeting of the Board of Directors or such committee by means of
a conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this Section 9 shall constitute presence in person at such
meeting.

                  Section 10. Committees. The Board of Directors may designate
one or more committees, each committee to consist of one or more of the
directors of the Corporation. The Board of Directors may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of any such committee. In the absence or
disqualification of a member of a committee, and in the absence of a designation
by the Board of Directors of an alternate member to replace the absent or
disqualified member, the member or members thereof present at any meeting and
not disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any absent or disqualified member. Any committee,
to the extent permitted by law and provided in the resolution establishing such
committee, shall have and may exercise all the powers and authority of the Board
of Directors in the management of

                                       15



the business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it. Each committee
shall keep regular minutes and report to the Board of Directors when required.

                  Section 11. Compensation. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary for service as director, payable in cash or securities. No
such payment shall preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor. Members of special or
standing committees may be allowed like compensation for service as committee
members.

                  Section 12. Interested Directors. No contract or transaction
between the Corporation and one or more of its directors or officers, or between
the Corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers or have a financial interest, shall be void or voidable solely for this
reason, or solely because the director or officer is present at or participates
in the meeting of the Board of Directors or committee thereof which authorizes
the contract or transaction, or solely because any such director's or officer's
vote is counted for such purpose if: (i) the material facts as to the director's
or officer's relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or the

                                       16



committee, and the Board of Directors or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or (ii) the material facts as to the director's or officer's
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders;
or (iii) the contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified by the Board of Directors, a commit
tee thereof or the stockholders. Common or interested directors may be counted
in determining the presence of a quorum at a meeting of the Board of Directors
or of a committee which authorizes the contract or transaction.

                                   ARTICLE IV

                                    OFFICERS

                  Section 1. General. The officers of the Corporation shall be
chosen by the Board of Directors and shall be a President, a Secretary and a
Treasurer. The Board of Directors, in its discretion, also may choose a Chairman
of the Board of Directors (who must be a director) and one or more Vice
Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any
number of offices may be held by the same person, unless otherwise prohibited by
law, the Certificate

                                       17



of Incorporation or these By-Laws. The officers of the Corporation need not be
stockholders of the Corporation nor, except in the case of the Chairman of the
Board of Directors, need such officers be directors of the Corporation.

                  Section 2. Election. The Board of Directors, at its first
meeting held after each Annual Meeting of Stockholders (or action by written
consent of stockholders in lieu of the Annual Meeting of Stockholders), shall
elect the officers of the Corporation who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors; and each officer of the
Corporation shall hold office until such officer's successor is elected and
qualified, or until such officer's earlier death, resignation or removal. Any
officer elected by the Board of Directors may be removed at any time by the
Board of Directors. Any vacancy occurring in any office of the Corporation shall
be filled by the Board of Directors. The salaries of all officers of the
Corporation shall be fixed by the Board of Directors.

                  Section 3. Voting Securities Owned by the Corporation. Powers
of attorney, proxies, waivers of notice of meeting, consents and other
instruments relating to securities owned by the Corporation may be executed in
the name of and on behalf of the Corporation by the President or any Vice
President or any other officer authorized to do so by the Board of Directors and
any such officer may, in the name of and on behalf of the Corporation, take all
such action as any such officer

                                       18



may deem advisable to vote in person or by proxy at any meeting of security
holders of any corporation in which the Corporation may own securities and at
any such meeting shall possess and may exercise any and all rights and power
incident to the ownership of such securities and which, as the owner thereof,
the Corporation might have exercised and possessed if present. The Board of
Directors may, by resolution, from time to time confer like powers upon any
other person or persons.

                  Section 4. Chairman of the Board of Directors. The Chairman of
the Board of Directors, if there be one, shall preside at all meetings of the
stockholders and of the Board of Directors. The Chairman of the Board of
Directors shall be the Chief Executive Officer of the Corporation, unless the
Board of Directors designates the President as the Chief Executive Officer, and,
except where by law the signature of the President is required, the Chairman of
the Board of Directors shall possess the same power as the President to sign all
contracts, certificates and other instruments of the Corporation which may be
authorized by the Board of Directors. During the absence or disability of the
President, the Chairman of the Board of Directors shall exercise all the powers
and discharge all the duties of the President. The Chairman of the Board of
Directors shall also perform such other duties and may exercise such other
powers as may from time to time be assigned by these By-Laws or by the Board of
Directors.

                                       19



                  Section 5. President. The President shall, subject to the
control of the Board of Directors and, if there be one, the Chairman of the
Board of Directors, have general supervision of the business of the Corporation
and shall see that all orders and resolutions of the Board of Directors are
carried into effect. The President shall execute all bonds, mortgages, contracts
and other instruments of the Corporation requiring a seal, under the seal of the
Corporation, except where required or permitted by law to be otherwise signed
and executed and except that the other officers of the Corporation may sign and
execute documents when so authorized by these By-Laws, the Board of Directors or
the President. In the absence or disability of the Chairman of the Board of
Directors, or if there be none, the President shall preside at all meetings of
the stockholders and, provided the President is also a director, the Board of
Directors. If there be no Chairman of the Board of Directors, or if the Board of
Directors shall otherwise designate, the President shall be the Chief Executive
Officer of the Corporation. The President shall also perform such other duties
and may exercise such other powers as may from time to time be assigned to such
officer by these By-Laws or by the Board of Directors.

                  Section 6. Vice Presidents. At the request of the President or
in the President's absence or in the event of the President's inability or
refusal to act (and if there be no Chairman of the Board of Directors), the Vice
President, or the Vice Presidents if there are more than one (in the order
designated by the Board of

                                       20



Directors), shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. Each Vice President shall perform such other duties and have such
other powers as the Board of Directors from time to time may prescribe. If there
be no Chairman of the Board of Directors and no Vice President, the Board of
Directors shall designate the officer of the Corporation who, in the absence of
the President or in the event of the inability or refusal of the President to
act, shall perform the duties of the President, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the President.

                  Section 7. Secretary. The Secretary shall attend all meetings
of the Board of Directors and all meetings of the stockholders and record all
the proceedings thereat in a book or books to be kept for that purpose; the
Secretary shall also perform like duties for committees of the Board of
Directors when required. The Secretary shall give, or cause to be given, notice
of all meetings of the stock holders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors, the Chairman of the Board of Directors or the President, under
whose supervision the Secretary shall be. If the Secretary shall be unable or
shall refuse to cause to be given notice of all meetings of the stockholders and
special meetings of the Board of Directors, and if there be no Assistant
Secretary, then either the Board of Directors or the President may choose

                                       21



another officer to cause such notice to be given. The Secretary shall have
custody of the seal of the Corporation and the Secretary or any Assistant
Secretary, if there be one, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by the signature
of the Secretary or by the signature of any such Assistant Secretary. The Board
of Directors may give general authority to any other officer to affix the seal
of the Corporation and to attest to the affixing by such officer's signature.
The Secretary shall see that all books, reports, statements, certificates and
other documents and records required by law to be kept or filed are properly
kept or filed, as the case may be.

                  Section 8. Treasurer. The Treasurer shall have the custody of
the corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all transactions as Treasurer and of the financial condition of the Corporation.
If required by the Board of Directors, the Treasurer shall give the Corporation
a bond in such sum and with such surety or sureties as

                                       22



shall be satisfactory to the Board of Directors for the faithful performance of
the duties of the office of the Treasurer and for the restoration to the
Corporation, in case of the Treasurer's death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in the Treasurer's possession or under the Treasurer's control
belonging to the Corporation.

                  Section 9. Other Officers. Such other officers as the Board of
Directors may choose shall perform such duties and have such powers as from time
to time may be assigned to them by the Board of Directors. The Board of
Directors may delegate to any other officer of the Corporation the power to
choose such other officers and to prescribe their respective duties and powers.

                                    ARTICLE V

                                      STOCK

                  Section 1. Form of Certificates. Every holder of stock in the
Corporation shall be entitled to have a certificate signed by, or in the name of
the Corporation (i) by the Chairman of the Board of Directors, or the President
or a Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary of the Corporation, certifying the number of
shares owned by such stockholder in the Corporation.

                                       23



                  Section 2. Signatures. Any or all of the signatures on a
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such person were such officer, transfer agent or registrar at the date of
issue.

                  Section 3. Lost Certificates. The Board of Directors may
direct a new certificate to be issued in place of any certificate theretofore
issued by the Corporation alleged to have been lost, stolen or destroyed, upon
the making of an affidavit of that fact by the person claiming the certificate
of stock to be lost, stolen or destroyed. When authorizing such issue of a new
certificate, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate, or such owner's legal representative, to advertise the
same in such manner as the Board of Directors shall require and/or to give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation on account of the alleged loss, theft
or destruction of such certificate or the issuance of such new certificate.

                  Section 4. Transfers. Stock of the Corporation shall be
transfer able in the manner prescribed by applicable law and in these By-Laws.
Transfers of

                                       24



stock shall be made on the books of the Corporation only by the person named in
the certificate or by such person's attorney lawfully constituted in writing and
upon the surrender of the certificate therefor, properly endorsed for transfer
and payment of all necessary transfer taxes; provided, however, that such
surrender and endorsement or payment of taxes shall not be required in any case
in which the officers of the Corporation shall determine to waive such
requirement. Every certificate exchanged, returned or surrendered to the
Corporation shall be marked "Cancelled," with the date of cancellation, by the
Secretary or Assistant Secretary of the Corporation or the transfer agent
thereof. No transfer of stock shall be valid as against the Corporation for any
purpose until it shall have been entered in the stock records of the Corporation
 by an entry showing from and to whom transferred.

                  Section 5. Dividend Record Date. In order that the Corporation
may determine the stockholders entitled to receive payment of any dividend or
other distribution or allotment of any rights or the stockholders entitled to
exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty (60) days prior to such action. If no record date is fixed, the
record date for determining stockholders for

                                       25



any such purpose shall be at the close of business on the day on which the Board
of Directors adopts the resolution relating thereto.

                  Section 6. Record Owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise required by
law.

                  Section 7. Transfer and Registry Agents. The Corporation may
from time to time maintain one or more transfer offices or agencies and registry
offices or agencies at such place or places as may be determined from time to
time by the Board of Directors.

                                   ARTICLE VI

                                     NOTICES

                  Section 1. Notices. Whenever written notice is required by
law, the Certificate of Incorporation or these By-Laws, to be given to any
director, member of a committee or stockholder, such notice may be given by
mail, addressed to such director, member of a committee or stockholder, at such
person's address as it

                                       26



appears on the records of the Corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Written notice may also be given personally
or by telegram, telex or cable.

                  Section 2. Waivers of Notice. Whenever any notice is required
by applicable law, the Certificate of Incorporation or these By-Laws, to be
given to any director, member of a committee or stockholder, a waiver thereof in
writing, signed by the person or persons entitled to notice, whether before or
after the time stated therein, shall be deemed equivalent thereto. Attendance of
a person at a meeting, present in person or represented by proxy, shall
constitute a waiver of notice of such meeting, except where the person attends
the meeting for the express purpose of objecting at the beginning of the meeting
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
Annual or Special Meeting of Stockholders or any regular or special meeting of
the directors or members of a committee of directors need be specified in any
written waiver of notice unless so required by law, the Certificate of
Incorporation or these By-Laws.

                                       27



                                   ARTICLE VII

                               GENERAL PROVISIONS

                  Section 1. Dividends. Dividends upon the capital stock of the
Corporation, subject to the requirements of the General Corporation Law of the
State of Delaware (the "DGCL") and the provisions of the Certificate of
Incorporation, if any, may be declared by the Board of Directors at any regular
or special meeting of the Board of Directors (or any action by written consent
in lieu thereof in accordance with Section 8 of Article III hereof), and may be
paid in cash, in property, or in shares of the Corporation's capital stock.
Before payment of any dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Board of Directors
from time to time, in its absolute discretion, deems proper as a reserve or
reserves to meet contingencies, or for purchasing any of the shares of capital
stock, warrants, rights, options, bonds, debentures, notes, scrip or other
securities or evidences of indebtedness of the Corporation, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for any proper purpose, and the Board of Directors may modify or abolish any
such reserve.

                  Section 2. Disbursements. All checks or demands for money and
notes of the Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time
designate.

                                       28



                  Section 3. Fiscal Year. The fiscal year of the Corporation
shall be fixed by resolution of the Board of Directors.

                  Section 4. Corporate Seal. The corporate seal shall have in
scribed thereon the name of the Corporation, the year of its organization and
the words "Corporate Seal, Delaware". The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                 INDEMNIFICATION

                  Section 1. Power to Indemnify in Actions, Suits or Proceedings
other than Those by or in the Right of the Corporation. Subject to Section 3 of
this Article VIII, the Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation), by
reason of the fact that such person is or was a director or officer of the
Corporation, or is or was a director or officer of the Corporation serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such

                                       29



action, suit or proceeding if such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had no
reason able cause to believe such person's conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which such
person reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that such person's conduct was unlawful.

                  Section 2. Power to Indemnify in Actions, Suits or Proceedings
by or in the Right of the Corporation. Subject to Section 3 of this Article
VIII, the Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that such person is or was a director or officer of the
Corporation, or is or was a director or officer of the Corporation serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action

                                       30



or suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Corporation; except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery of the State of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

                  Section 3. Authorization of Indemnification. Any
indemnification under this Article VIII (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the present or former director or officer
is proper in the circumstances because such person has met the applicable
standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as
the case may be. Such determination shall be made, with respect to a person who
is a director or officer at the time of such determination, (i) by a majority
vote of the directors who are not parties to such action, suit or proceeding,
even though less than a quorum, or (ii) by a committee of such directors
designated by a majority vote of such directors, even though less than a quorum,
or (iii) if there are no such directors, or if such directors so direct, by
independent legal

                                       31



counsel in a written opinion or (iv) by the stockholders. Such determination
shall be made, with respect to former directors and officers, by any person or
persons having the authority to act on the matter on behalf of the Corporation.
To the extent, however, that a present or former director or officer of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding described above, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith, without the necessity of authorization in the specific case.

                  Section 4. Good Faith Defined. For purposes of any
determination under Section 3 of this Article VIII, a person shall be deemed to
have acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the Corporation, or, with respect to
any criminal action or proceeding, to have had no reasonable cause to believe
such person's conduct was unlawful, if such person's action is based on the
records or books of account of the Corporation or another enterprise, or on
information supplied to such person by the officers of the Corporation or
another enterprise in the course of their duties, or on the advice of legal
counsel for the Corporation or another enterprise or on information or records
given or reports made to the Corporation or another enterprise by an independent
certified public accountant or by an appraiser or other expert selected

                                       32



with reasonable care by the Corporation or another enterprise. The provisions of
this Section 4 shall not be deemed to be exclusive or to limit in any way the
circumstances in which a person may be deemed to have met the applicable
standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as
the case may be.

                  Section 5. Indemnification by a Court. Notwithstanding any
contrary determination in the specific case under Section 3 of this Article
VIII, and notwithstanding the absence of any determination thereunder, any
director or officer may apply to the Court of Chancery of the State of Delaware
or any other court of competent jurisdiction in the State of Delaware for
indemnification to the extent otherwise permissible under Section 1 or Section 2
of this Article VIII. The basis of such indemnification by a court shall be a
determination by such court that indemnification of the director or officer is
proper in the circumstances because such person has met the applicable standard
of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case
may be. Neither a contrary determination in the specific case under Section 3 of
this Article VIII nor the absence of any determination thereunder shall be a
defense to such application or create a presumption that the director or officer
seeking indemnification has not met any applicable standard of conduct. Notice
of any application for indemnification pursuant to this Section 5 shall be given
to the Corporation promptly upon the filing of such application. If successful,

                                       33



in whole or in part, the director or officer seeking indemnification shall also
be entitled to be paid the expense of prosecuting such application.

                  Section 6. Expenses Payable in Advance. Expenses (including
attorneys' fees) incurred by a director or officer in defending any civil,
criminal, administrative or investigative action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the Corporation as authorized in
this Article VIII. Such expenses (including attorneys' fees) incurred by former
directors and officers or other employees and agents may be so paid upon such
terms and conditions, if any, as the Corporation deems appropriate.

                  Section 7. Nonexclusivity of Indemnification and Advancement
of Expenses. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article VIII shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under the Certificate of Incorporation, these By-Laws,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in such person's official capacity and as to action in another
capacity while holding such office, it being the policy of the Corporation that
indemnification of the persons specified in

                                       34



Section 1 and Section 2 of this Article VIII shall be made to the fullest extent
permitted by law. The provisions of this Article VIII shall not be deemed to
preclude the indemnification of any person who is not specified in Section 1 or
Section 2 of this Article VIII but whom the Corporation has the power or
obligation to indemnify under the provisions of the DGCL, or otherwise.

                  Section 8. Insurance. The Corporation may purchase and
maintain insurance on behalf of any person who is or was a director or officer
of the Corporation, or is or was a director or officer of the Corporation
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and incurred by
such person in any such capacity, or arising out of such person's status as
such, whether or not the Corporation would have the power or the obligation to
indemnify such person against such liability under the provisions of this
Article VIII.

                  Section 9. Certain Definitions. For purposes of this Article
VIII, references to "the Corporation" shall include, in addition to the
resulting corporation, any constituent corporation (including any constituent of
a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors or officers, so that any person who is or was a director or officer of
such constituent corporation, or is or was a director

                                       35



or officer of such constituent corporation serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partner ship, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Article VIII with respect to
the resulting or surviving corporation as such person would have with respect to
such constituent corporation if its separate existence had continued. The term
"another enterprise" as used in this Article VIII shall mean any other
corporation or any partnership, joint venture, trust, employee benefit plan or
other enterprise of which such person is or was serving at the request of the
Corporation as a director, officer, employee or agent. For purposes of this
Article VIII, references to "fines" shall include any excise taxes assessed on a
person with respect to an employee benefit plan; and references to "serving at
the request of the Corporation" shall include any service as a director,
officer, employee or agent of the Corporation which imposes duties on, or
involves services by, such director or officer with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner such person reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the Corporation"
as referred to in this Article VIII.

                  Section 10. Survival of Indemnification and Advancement of
Expenses. The indemnification and advancement of expenses provided by, or

                                       36



granted pursuant to, this Article VIII shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director
or officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.

                  Section 11. Limitation on Indemnification. Notwithstanding
anything contained in this Article VIII to the contrary, except for proceedings
to enforce rights to indemnification (which shall be governed by Section 5 of
this Article VIII), the Corporation shall not be obligated to indemnify any
director or officer (or his or her heirs, executors or personal or legal
representatives) or advance expenses in connection with a proceeding (or part
thereof) initiated by such person unless such proceeding (or part thereof) was
authorized or consented to by the Board of Directors of the Corporation.

                  Section 12. Indemnification of Employees and Agents. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, provide rights to indemnification and to the advancement of expenses
to employees and agents of the Corporation similar to those conferred in this
Article VIII to directors and officers of the Corporation.

                                       37



                                   ARTICLE IX

                                   AMENDMENTS

                  Section 1. Amendments. These By-Laws may be altered, amended
or repealed, in whole or in part, or new By-Laws may be adopted by the
stockholders or by the Board of Directors; provided, however, that notice of
such alteration, amendment, repeal or adoption of new By-Laws be contained in
the notice of such meeting of the stockholders or Board of Directors, as the
case may be. All such amendments must be approved by either the holders of a
majority of the outstanding capital stock entitled to vote thereon or by a
majority of the entire Board of Directors then in office.

                  Section 2. Entire Board of Directors. As used in this Article
IX and in these By-Laws generally, the term "entire Board of Directors" means
the total number of directors which the Corporation would have if there were no
vacancies.

                                      * * *

Adopted as of: April 17, 2003

                                       38

EX-3.23

                                                                    EXHIBIT 3.23

                          CERTIFICATE OF INCORPORATION

                                       OF

              HAYES LEMMERZ INTERNATIONAL--COMMERCIAL HIGHWAY, INC.

                  FIRST: The name of the Corporation is Hayes Lemmerz
International--Commercial Highway, Inc. (hereinafter the "Corporation").

                  SECOND: The address of the registered office of the
Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, in the
City of Wilmington, County of New Castle. The name of its registered agent at
that address is Corporation Service Company.

                  THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which a corporation may be organized under the
General Corporation Law of the State of Delaware as set forth in Title 8 of the
Delaware Code (the "GCL").

                  FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is 1,000 shares of Common Stock, each
having a par value of $.01.

                  FIFTH: The name and mailing address of the Sole Incorporator
is as follows:



         Name                  Address
         ----                  -------
                            
Deborah M. Reusch              P.O. Box 636
                               Wilmington, DE 19899


                  SIXTH: The following provisions are inserted for the
management of the business and the conduct of the affairs of the Corporation,
and for further definition, limitation and regulation of the powers of the
Corporation and of its directors and stockholders:

         (1) The business and affairs of the Corporation shall be managed by or
         under the direction of the Board of Directors.

         (2) The directors shall have concurrent power with the stockholders to
         make, alter, amend, change, add to or repeal the By-Laws of the
         Corporation.



         (3) The number of directors of the Corporation shall be as from time to
         time fixed by, or in the manner provided in, the By-Laws of the
         Corporation. Election of directors need not be by written ballot unless
         the By-Laws so provide.

         (4) No director shall be personally liable to the Corporation or any of
         its stockholders for monetary damages for breach of fiduciary duty as a
         director, except for liability (i) for any breach of the director's
         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) pursuant to Section 174 of the
         Delaware General Corporation Law or (iv) for any transaction from which
         the director derived an improper personal benefit. Any repeal or
         modification of this Article SIXTH by the stockholders of the
         Corporation shall not adversely affect any right or protection of a
         director of the Corporation existing at the time of such repeal or
         modification with respect to acts or omissions occurring prior to such
         repeal or modification.

         (5) In addition to the powers and authority hereinbefore or by statute
         expressly conferred upon them, the directors are hereby empowered to
         exercise all such powers and do all such acts and things as may be
         exercised or done by the Corporation, subject, nevertheless, to the
         provisions of the GCL, this Certificate of Incorporation, and any
         By-Laws adopted by the stockholders; provided, however, that no By-Laws
         hereafter adopted by the stockholders shall invalidate any prior act of
         the directors which would have been valid if such By-Laws had not been
         adopted.

                  SEVENTH: The Corporation shall indemnify its directors and
officers to the fullest extent authorized or permitted by law, as now or
hereafter in effect, and such right to indemnification shall continue as to a
person who has ceased to be a director or officer of the Corporation and shall
inure to the benefit of his or her heirs, executors and personal and legal
representatives; provided, however, that, except for proceedings to enforce
rights to indemnification, the Corporation shall not be obligated to indemnify
any director or officer (or his or her heirs, executors or personal or legal
representatives) in connection with a proceeding (or part thereof) initiated by
such person unless such proceeding (or part thereof) was authorized or consented
to by the Board of Directors. The right to indemnification conferred by this
Article SEVENTH shall include the right to be paid by the Corporation the
expenses incurred in defending or otherwise participating in any proceeding in
advance of its final disposition.

                  The Corporation may, to the extent authorized from time to
time by the Board of Directors, provide rights to indemnification and to the
advancement of expenses to employees and agents of the Corporation similar to
those conferred in this Article SEVENTH to directors and officers of the
Corporation.

                                       2



                  The rights to indemnification and to the advance of expenses
conferred in this Article SEVENTH shall not be exclusive of any other right
which any person may have or hereafter acquire under this Certificate of
Incorporation, the By-Laws of the Corporation, any statute, agreement, vote of
stockholders or disinterested directors or otherwise.

                  Any repeal or modification of this Article SEVENTH by the
stockholders of the Corporation shall not adversely affect any rights to
indemnification and to the advancement of expenses of a director or officer of
the Corporation existing at the time of such repeal or modification with respect
to any acts or omissions occurring prior to such repeal or modification.

                  EIGHTH: Meetings of stockholders may be held within or without
the State of Delaware, as the By-Laws may provide. The books of the Corporation
may be kept (subject to any provision contained in the GCL) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the Corporation.

                  NINTH: 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.

                            [SIGNATURE PAGE FOLLOWS]

                                       3



                  I, THE UNDERSIGNED, being the Sole Incorporator hereinbefore
named, for the purpose of forming a corporation pursuant to the GCL, do make
this Certificate, hereby declaring and certifying that this is my act and deed
and the facts herein stated are true, and accordingly have hereunto set my hand
this 17th day of April, 2003.
                                                /s/ Deborah M. Reusch
                                                --------------------------
                                                Deborah M. Reusch
                                                Sole Incorporator

                                       4

EX-3.24

                                                                    EXHIBIT 3.24

                                     BY-LAWS

                                       OF

              HAYES LEMMERZ INTERNATIONAL--COMMERCIAL HIGHWAY, INC.

                             A Delaware Corporation

                            Effective April 17, 2003



                               TABLE OF CONTENTS



                                                                                       PAGE
                                                                                       ----
                                                                                    
                                              ARTICLE I
                                               OFFICES

Section 1.        Registered Office..................................................    1
Section 2.        Other Offices......................................................    1

                                             ARTICLE II
                                      MEETINGS OF STOCKHOLDERS

Section 1.        Place of Meetings..................................................    2
Section 2.        Annual Meetings....................................................    2
Section 3.        Special Meetings...................................................    2
Section 4.        Notice.............................................................    3
Section 5.        Adjournments.......................................................    3
Section 6.        Quorum.............................................................    4
Section 7.        Voting.............................................................    5
Section 8.        Proxies............................................................    6
Section 9.        Consent of Stockholders in Lieu of Meeting.........................    8
Section 10.       List of Stockholders Entitled to Vote..............................    9
Section 11.       Record Date........................................................   10
Section 12.       Stock Ledger.......................................................   12
Section 13.       Conduct of Meetings................................................   12
Section 14.       Inspectors of Election.............................................   13

                                             ARTICLE III
                                              DIRECTORS

Section 1.        Number and Election of Directors...................................   14
Section 2.        Vacancies..........................................................   15
Section 3.        Duties and Powers..................................................   15
Section 4.        Meetings...........................................................   15
Section 5.        Organization.......................................................   16
Section 6.        Resignations and Removals of Directors.............................   16
Section 7.        Quorum.............................................................   17


                                       i



                                                                                    
Section 8.        Actions of the Board by Written Consent............................   18
Section 9.        Meetings by Means of Conference Telephone..........................   18
Section 10.       Committees.........................................................   19
Section 11.       Compensation.......................................................   20
Section 12.       Interested Directors...............................................   20

                                             ARTICLE IV
                                              OFFICERS

Section 1.        General............................................................   21
Section 2.        Election...........................................................   22
Section 3.        Voting Securities Owned by the Corporation.........................   22
Section 4.        Chairman of the Board of Directors.................................   23
Section 5.        President..........................................................   24
Section 6.        Vice Presidents....................................................   24
Section 7.        Secretary..........................................................   25
Section 8.        Treasurer..........................................................   26
Section 9.        Assistant Secretaries..............................................   27
Section 10.       Assistant Treasurers...............................................   27
Section 11.       Other Officers.....................................................   28

                                              ARTICLE V
                                                STOCK

Section 1.        Form of Certificates...............................................   28
Section 2.        Signatures.........................................................   29
Section 3.        Lost Certificates..................................................   29
Section 4.        Transfers..........................................................   29
Section 5.        Dividend Record Date...............................................   30
Section 6.        Record Owners......................................................   31
Section 7.        Transfer and Registry Agents.......................................   31

                                             ARTICLE VI
                                               NOTICES

Section 1.        Notices............................................................   31
Section 2.        Waivers of Notice..................................................   32



                                       ii



                                                                                    
                                             ARTICLE VII
                                         GENERAL PROVISIONS

Section 1.        Dividends..........................................................   33
Section 2.        Disbursements......................................................   33
Section 3.        Fiscal Year........................................................   34
Section 4.        Corporate Seal.....................................................   34

                                            ARTICLE VIII
                                           INDEMNIFICATION

Section 1.        Power to Indemnify in Actions, Suits or Proceedings
                  other than Those by or in the Right of the Corporation.............   34
Section 2.        Power to Indemnify in Actions, Suits or Proceedings
                  by or in the Right of the Corporation..............................   35
Section 3.        Authorization of Indemnification...................................   36
Section 4.        Good Faith Defined.................................................   37
Section 5.        Indemnification by a Court.........................................   38
Section 6.        Expenses Payable in Advance........................................   39
Section 7.        Nonexclusivity of Indemnification and Advancement of Expenses......   39
Section 8.        Insurance..........................................................   40
Section 9.        Certain Definitions................................................   40
Section 10.       Survival of Indemnification and Advancement of Expenses............   42
Section 11.       Limitation on Indemnification......................................   42
Section 12.       Indemnification of Employees and Agents............................   42

                                             ARTICLE IX
                                             AMENDMENTS

Section 1.        Amendments.........................................................   43
Section 2.        Entire Board of Directors..........................................   43



                                       iii



                                     BY-LAWS

                                       OF

              HAYES LEMMERZ INTERNATIONAL--COMMERCIAL HIGHWAY, INC.

                     (hereinafter called the "Corporation")

                                    ARTICLE I

                                     OFFICES

                  Section 1. Registered Office. The registered office of the
Corporation shall be in the City of Wilmington, County of New Castle, State of
Delaware.

                  Section 2. Other Offices. The Corporation may also have
offices at such other places, both within and without the State of Delaware, as
the Board of Directors may from time to time determine.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

                  Section 1. Place of Meetings. Meetings of the stockholders for
the election of directors or for any other purpose shall be held at such time
and place, either within or without the State of Delaware, as shall be
designated from time to time by the Board of Directors.



                  Section 2. Annual Meetings. The Annual Meeting of Stockholders
for the election of directors shall be held on such date and at such time as
shall be designated from time to time by the Board of Directors. Any other
proper business may be transacted at the Annual Meeting of Stockholders.

                  Section 3. Special Meetings. Unless otherwise required by law
or by the certificate of incorporation of the Corporation, as amended and
restated from time to time (the "Certificate of Incorporation"), Special
Meetings of Stockholders, for any purpose or purposes, may be called by either
(i) the Chairman, if there be one, or (ii) the President, (iii) any Vice
President, if there be one, (iv) the Secretary or (v) any Assistant Secretary,
if there be one, and shall be called by any such officer at the request in
writing of (i) the Board of Directors, (ii) a committee of the Board of
Directors that has been duly designated by the Board of Directors and whose
powers and authority include the power to call such meetings or (iii)
stockholders owning a majority of the capital stock of the Corporation issued
and outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting. At a Special Meeting of Stockholders, only
such business shall be conducted as shall be specified in the notice of meeting
(or any supplement thereto).

                  Section 4. Notice. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a

                                       2



Special Meeting, the purpose or purposes for which the meeting is called. Unless
otherwise required by law, written notice of any meeting shall be given not less
than ten (10) nor more than sixty (60) days before the date of the meeting to
each stock holder entitled to notice of and to vote at such meeting.

                  Section 5. Adjournments. Any meeting of the stockholders may
be adjourned from time to time to reconvene at the same or some other place, and
notice need not be given of any such adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. At the
adjourned meeting, the Corporation may transact any business which might have
been trans acted at the original meeting. If the adjournment is for more than
thirty (30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, notice of the adjourned meeting in accordance with the
requirements of Section 4 hereof shall be given to each stockholder of record
entitled to notice of and to vote at the meeting.

                  Section 6. Quorum. Unless otherwise required by applicable law
or the Certificate of Incorporation, the holders of a majority of the
Corporation's capital stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business. A quorum, once
established, shall not be broken by the withdrawal of enough votes to leave less
than a quorum. If, however, such

                                       3



quorum shall not be present or represented at any meeting of the stockholders,
the stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, in the manner
provided in Section 5 hereof, until a quorum shall be present or represented.

                  Section 7. Voting. Unless otherwise required by law, the
Certificate of Incorporation or these By-Laws, any question brought before any
meeting of the stockholders, other than the election of directors, shall be
decided by the vote of the holders of a majority of the total number of votes of
the Corporation's capital stock represented and entitled to vote thereat, voting
as a single class. Unless otherwise provided in the Certificate of
Incorporation, and subject to Section 11(a) of this Article II, each stockholder
represented at a meeting of the stockholders shall be entitled to cast one (1)
vote for each share of the capital stock entitled to vote thereat held by such
stockholder. Such votes may be cast in person or by proxy as provided in Section
8 of this Article II. The Board of Directors, in its discretion, or the officer
of the Corporation presiding at a meeting of the stockholders, in such officer's
discretion, may require that any votes cast at such meeting shall be cast by
written ballot.

                  Section 8. Proxies. Each stockholder entitled to vote at a
meeting of the stockholders or to express consent or dissent to corporate action
in writing without a meeting may authorize another person or persons to act for
such stock-

                                       4



holder as proxy, but no such proxy shall be voted upon after three years from
its date, unless such proxy provides for a longer period. Without limiting the
manner in which a stockholder may authorize another person or persons to act for
such stock holder as proxy, the following shall constitute a valid means by
which a stockholder may grant such authority:

                  (i) A stockholder may execute a writing authorizing another
         person or persons to act for such stockholder as proxy. Execution may
         be accomplished by the stockholder or such stockholder's authorized
         officer, director, employee or agent signing such writing or causing
         such person's signature to be affixed to such writing by any reasonable
         means, including, but not limited to, by facsimile signature.

                  (ii) A stockholder may authorize another person or persons to
         act for such stockholder as proxy by transmitting or authorizing the
         transmission of a telegram or cablegram to the person who will be the
         holder of the proxy or to a proxy solicitation firm, proxy support
         service organization or like agent duly authorized by the person who
         will be the holder of the proxy to receive such telegram or cablegram,
         provided that any such telegram or cablegram must either set forth or
         be submitted with information from which it can be determined that the
         telegram or cablegram was authorized by the stockholder. If it is
         determined that such telegrams or cablegrams are valid,

                                       5



         the inspectors or, if there are no inspectors, such other persons
         making that determination shall specify the information on which they
         relied.

Any copy, facsimile telecommunication or other reliable reproduction of the
writing, telegram or cablegram authorizing another person or persons to act as
proxy for a stockholder may be substituted or used in lieu of the original
writing, telegram or cablegram for any and all purposes for which the original
writing, telegram or cablegram could be used; provided, however, that such copy,
facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing, telegram or cablegram.

                  Section 9. Consent of Stockholders in Lieu of Meeting. Unless
otherwise provided in the Certificate of Incorporation, any action required or
permitted to be taken at any Annual or Special Meeting of Stockholders of the
Corporation may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted
and shall be delivered to the Corporation by delivery to its registered office
in the State of Delaware, its principal place of business, or an officer or
agent of the Corporation having custody of the book in which proceedings of
meetings of the stockholders are recorded. Delivery

                                       6



made to the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. Every written consent shall bear the
date of signature of each stockholder who signs the consent and no written
consent shall be effective to take the corporate action referred to therein
unless, within sixty (60) days of the earliest dated consent delivered in the
manner required by this Section 9 to the Corporation, written consents signed by
a sufficient number of holders to take action are delivered to the Corporation
by delivery to its registered office in the State of Delaware, its principal
place of business, or an officer or agent of the Corporation having custody of
the book in which proceedings of meetings of the stockholders are recorded. Any
copy, facsimile or other reliable reproduction of a consent in writing may be
substituted or used in lieu of the original writing for any and all purposes for
which the original writing could be used, provided that such copy, facsimile or
other reproduction shall be a complete reproduction of the entire original
writing. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing and who, if the action had been taken at a
meeting, would have been entitled to notice of the meeting if the record date
for such meeting had been the date that written consents signed by a sufficient
number of holders to take the action were delivered to the Corporation as
provided above in this Section 9.

                                       7



                  Section 10. List of Stockholders Entitled to Vote. The officer
of the Corporation who has charge of the stock ledger of the Corporation shall
prepare and make, at least ten (10) days before every meeting of the
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting (i) either at a place within the city where
the meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held
or (ii) during ordinary business hours, at the principal place of business of
the Corporation. The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

                  Section 11. Record Date.

                  (a) In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of the stockholders
or any adjournment thereof, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date shall
not be more than sixty (60) nor less

                                       8



than ten (10) days before the date of such meeting. If no record date is fixed
by the Board of Directors, the record date for determining stockholders entitled
to notice of or to vote at a meeting of the stockholders shall be at the close
of business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held. A determination of stockholders of record entitled to
notice of or to vote at a meeting of the stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

                  (b) In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors, and which record date shall not be more than ten (10)
days after the date upon which the resolution fixing the record date is adopted
by the Board of Directors. If no record date has been fixed by the Board of
Directors, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is required by applicable law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation by delivery to its registered office in the State
of Delaware, its principal place of business, or an officer or agent

                                       9



of the Corporation having custody of the book in which proceedings of meetings
of the stockholders are recorded. Delivery made to the Corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested. If no record date has been fixed by the Board of Directors and prior
action by the Board of Directors is required by applicable law, the record date
for determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
Board of Directors adopts the resolution taking such prior action.

                  Section 12. Stock Ledger. The stock ledger of the Corporation
shall be the only evidence as to who are the stockholders entitled to examine
the stock ledger, the list required by Section 10 of this Article II or the
books of the Corporation, or to vote in person or by proxy at any meeting of the
stockholders.

                  Section 13. Conduct of Meetings. The Board of Directors of the
Corporation may adopt by resolution such rules and regulations for the conduct
of any meeting of the stockholders as it shall deem appropriate. Except to the
extent inconsistent with such rules and regulations as adopted by the Board of
Directors, the chairman of any meeting of the stockholders shall have the right
and authority to prescribe such rules, regulations and procedures and to do all
such acts as, in the judgment of such chairman, are appropriate for the proper
conduct of the meeting. Such rules, regulations or procedures, whether adopted
by the Board of Directors or

                                       10



prescribed by the chairman of the meeting, may include, without limitation, the
following: (i) the establishment of an agenda or order of business for the
meeting; (ii) the determination of when the polls shall open and close for any
given matter to be voted on at the meeting; (iii) rules and procedures for
maintaining order at the meeting and the safety of those present; (iv)
limitations on attendance at or participation in the meeting to stockholders of
record of the Corporation, their duly authorized and constituted proxies or such
other persons as the chairman of the meeting shall determine; (v) restrictions
on entry to the meeting after the time fixed for the commencement thereof; and
(vi) limitations on the time allotted to questions or comments by participants.

                                   ARTICLE III

                                    DIRECTORS

                  Section 1. Number and Election of Directors. The Board of
Directors shall consist of not less than one nor more than fifteen members, the
exact number of which shall initially be fixed by the Incorporator and
thereafter from time to time by the Board of Directors. Except as provided in
Section 2 of this Article III, directors shall be elected by a plurality of the
votes cast at each Annual Meeting of Stockholders and each director so elected
shall hold office until the next Annual Meeting of Stockholders and until such
director's successor is duly elected and

                                       11



qualified, or until such director's earlier death, resignation or removal.
Directors need not be stockholders.

                  Section 2. Vacancies. Unless otherwise required by law or the
Certificate of Incorporation, vacancies arising through death, resignation,
removal, an increase in the number of directors or otherwise may be filled only
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director, and the directors so chosen shall hold office until
the next annual election and until their successors are duly elected and
qualified, or until their earlier death, resignation or removal.

                  Section 3. Duties and Powers. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of Directors
which may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Certificate of Incorporation or
by these By- Laws required to be exercised or done by the stockholders.

                  Section 4. Meetings. The Board of Directors may hold meetings,
both regular and special, either within or without the State of Delaware.
Regular meetings of the Board of Directors may be held without notice at such
time and at such place as may from time to time be determined by the Board of
Directors. Special meetings of the Board of Directors may be called by the
Chairman, if there be one, the President, or by any director. Notice thereof
stating the place, date and

                                       12



hour of the meeting shall be given to each director either by mail not less than
forty- eight (48) hours before the date of the meeting, by telephone or telegram
on twenty- four (24) hours' notice, or on such shorter notice as the person or
persons calling such meeting may deem necessary or appropriate in the
circumstances.

                  Section 5. Organization. At each meeting of the Board of
Directors, the Chairman of the Board of Directors, or, in his or her absence, a
director chosen by a majority of the directors present, shall act as chairman.
The Secretary of the Corporation shall act as secretary at each meeting of the
Board of Directors. In case the Secretary shall be absent from any meeting of
the Board of Directors, an Assistant Secretary shall perform the duties of
secretary at such meeting; and in the absence from any such meeting of the
Secretary and all the Assistant Secretaries, the chairman of the meeting may
appoint any person to act as secretary of the meeting.

                  Section 6. Resignations and Removals of Directors. Any
director of the Corporation may resign at any time, by giving notice in writing
to the Chair man of the Board of Directors, the President or the Secretary of
the Corporation. Such resignation shall take effect at the time therein
specified or, if no time is specified, immediately; and, unless otherwise
specified in such notice, the acceptance of such resignation shall not be
necessary to make it effective. Except as otherwise required by applicable law
and subject to the rights, if any, of the holders of shares of preferred stock
then outstanding, any director or the entire Board of Directors may be

                                       13



removed from office at any time by the affirmative vote of the holders of at
least a majority in voting power of the issued and outstanding capital stock of
the Corporation entitled to vote in the election of directors.

                  Section 7. Quorum. Except as otherwise required by law or the
Certificate of Incorporation, at all meetings of the Board of Directors, a
majority of the entire Board of Directors shall constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting of the time and
place of the adjourned meeting, until a quorum shall be present.

                  Section 8. Actions of the Board by Written Consent. Unless
otherwise provided in the Certificate of Incorporation or these By-Laws, any
action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting, if all the
members of the Board of Directors or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors or committee.

                                       14



                  Section 9. Meetings by Means of Conference Telephone. Unless
otherwise provided in the Certificate of Incorporation or these By-Laws, members
of the Board of Directors of the Corporation, or any committee thereof, may
participate in a meeting of the Board of Directors or such committee by means of
a conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this Section 9 shall constitute presence in person at such
meeting.

                  Section 10. Committees. The Board of Directors may designate
one or more committees, each committee to consist of one or more of the
directors of the Corporation. The Board of Directors may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of any such committee. In the absence or
disqualification of a member of a committee, and in the absence of a designation
by the Board of Directors of an alternate member to replace the absent or
disqualified member, the member or members thereof present at any meeting and
not disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any absent or disqualified member. Any committee,
to the extent permitted by law and provided in the resolution establishing such
committee, shall have and may exercise all the powers and authority of the Board
of Directors in the management of

                                       15



the business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it. Each committee
shall keep regular minutes and report to the Board of Directors when required.

                  Section 11. Compensation. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary for service as director, payable in cash or securities. No
such payment shall preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor. Members of special or
standing committees may be allowed like compensation for service as committee
members.

                  Section 12. Interested Directors. No contract or transaction
between the Corporation and one or more of its directors or officers, or between
the Corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers or have a financial interest, shall be void or voidable solely for this
reason, or solely because the director or officer is present at or participates
in the meeting of the Board of Directors or committee thereof which authorizes
the contract or transaction, or solely because any such director's or officer's
vote is counted for such purpose if: (i) the material facts as to the director's
or officer's relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or the

                                       16



committee, and the Board of Directors or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or (ii) the material facts as to the director's or officer's
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders;
or (iii) the contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified by the Board of Directors, a commit
tee thereof or the stockholders. Common or interested directors may be counted
in determining the presence of a quorum at a meeting of the Board of Directors
or of a committee which authorizes the contract or transaction.

                                   ARTICLE IV

                                    OFFICERS

                  Section 1. General. The officers of the Corporation shall be
chosen by the Board of Directors and shall be a President, a Secretary and a
Treasurer. The Board of Directors, in its discretion, also may choose a Chairman
of the Board of Directors (who must be a director) and one or more Vice
Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any
number of offices may be held by the same person, unless otherwise prohibited by
law, the Certificate

                                       17



of Incorporation or these By-Laws. The officers of the Corporation need not be
stockholders of the Corporation nor, except in the case of the Chairman of the
Board of Directors, need such officers be directors of the Corporation.

                  Section 2. Election. The Board of Directors, at its first
meeting held after each Annual Meeting of Stockholders (or action by written
consent of stockholders in lieu of the Annual Meeting of Stockholders), shall
elect the officers of the Corporation who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors; and each officer of the
Corporation shall hold office until such officer's successor is elected and
qualified, or until such officer's earlier death, resignation or removal. Any
officer elected by the Board of Directors may be removed at any time by the
Board of Directors. Any vacancy occurring in any office of the Corporation shall
be filled by the Board of Directors. The salaries of all officers of the
Corporation shall be fixed by the Board of Directors.

                  Section 3. Voting Securities Owned by the Corporation. Powers
of attorney, proxies, waivers of notice of meeting, consents and other
instruments relating to securities owned by the Corporation may be executed in
the name of and on behalf of the Corporation by the President or any Vice
President or any other officer authorized to do so by the Board of Directors and
any such officer may, in the name of and on behalf of the Corporation, take all
such action as any such officer

                                       18



may deem advisable to vote in person or by proxy at any meeting of security
holders of any corporation in which the Corporation may own securities and at
any such meeting shall possess and may exercise any and all rights and power
incident to the ownership of such securities and which, as the owner thereof,
the Corporation might have exercised and possessed if present. The Board of
Directors may, by resolution, from time to time confer like powers upon any
other person or persons.

                  Section 4. Chairman of the Board of Directors. The Chairman of
the Board of Directors, if there be one, shall preside at all meetings of the
stockholders and of the Board of Directors. The Chairman of the Board of
Directors shall be the Chief Executive Officer of the Corporation, unless the
Board of Directors designates the President as the Chief Executive Officer, and,
except where by law the signature of the President is required, the Chairman of
the Board of Directors shall possess the same power as the President to sign all
contracts, certificates and other instruments of the Corporation which may be
authorized by the Board of Directors. During the absence or disability of the
President, the Chairman of the Board of Directors shall exercise all the powers
and discharge all the duties of the President. The Chairman of the Board of
Directors shall also perform such other duties and may exercise such other
powers as may from time to time be assigned by these By-Laws or by the Board of
Directors.

                                       19



                  Section 5. President. The President shall, subject to the
control of the Board of Directors and, if there be one, the Chairman of the
Board of Directors, have general supervision of the business of the Corporation
and shall see that all orders and resolutions of the Board of Directors are
carried into effect. The President shall execute all bonds, mortgages, contracts
and other instruments of the Corporation requiring a seal, under the seal of the
Corporation, except where required or permitted by law to be otherwise signed
and executed and except that the other officers of the Corporation may sign and
execute documents when so authorized by these By-Laws, the Board of Directors or
the President. In the absence or disability of the Chairman of the Board of
Directors, or if there be none, the President shall preside at all meetings of
the stockholders and, provided the President is also a director, the Board of
Directors. If there be no Chairman of the Board of Directors, or if the Board of
Directors shall otherwise designate, the President shall be the Chief Executive
Officer of the Corporation. The President shall also perform such other duties
and may exercise such other powers as may from time to time be assigned to such
officer by these By-Laws or by the Board of Directors.

                  Section 6. Vice Presidents. At the request of the President or
in the President's absence or in the event of the President's inability or
refusal to act (and if there be no Chairman of the Board of Directors), the Vice
President, or the Vice Presidents if there are more than one (in the order
designated by the Board of

                                       20



Directors), shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. Each Vice President shall perform such other duties and have such
other powers as the Board of Directors from time to time may prescribe. If there
be no Chairman of the Board of Directors and no Vice President, the Board of
Directors shall designate the officer of the Corporation who, in the absence of
the President or in the event of the inability or refusal of the President to
act, shall perform the duties of the President, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the President.

                  Section 7. Secretary. The Secretary shall attend all meetings
of the Board of Directors and all meetings of the stockholders and record all
the proceedings thereat in a book or books to be kept for that purpose; the
Secretary shall also perform like duties for committees of the Board of
Directors when required. The Secretary shall give, or cause to be given, notice
of all meetings of the stock holders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors, the Chairman of the Board of Directors or the President, under
whose supervision the Secretary shall be. If the Secretary shall be unable or
shall refuse to cause to be given notice of all meetings of the stockholders and
special meetings of the Board of Directors, and if there be no Assistant
Secretary, then either the Board of Directors or the President may choose

                                       21



another officer to cause such notice to be given. The Secretary shall have
custody of the seal of the Corporation and the Secretary or any Assistant
Secretary, if there be one, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by the signature
of the Secretary or by the signature of any such Assistant Secretary. The Board
of Directors may give general authority to any other officer to affix the seal
of the Corporation and to attest to the affixing by such officer's signature.
The Secretary shall see that all books, reports, statements, certificates and
other documents and records required by law to be kept or filed are properly
kept or filed, as the case may be.

                  Section 8. Treasurer. The Treasurer shall have the custody of
the corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all transactions as Treasurer and of the financial condition of the Corporation.
If required by the Board of Directors, the Treasurer shall give the Corporation
a bond in such sum and with such surety or sureties as

                                       22



shall be satisfactory to the Board of Directors for the faithful performance of
the duties of the office of the Treasurer and for the restoration to the
Corporation, in case of the Treasurer's death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in the Treasurer's possession or under the Treasurer's control
belonging to the Corporation.

                  Section 9. Other Officers. Such other officers as the Board of
Directors may choose shall perform such duties and have such powers as from time
to time may be assigned to them by the Board of Directors. The Board of
Directors may delegate to any other officer of the Corporation the power to
choose such other officers and to prescribe their respective duties and powers.

                                    ARTICLE V

                                      STOCK

                  Section 1. Form of Certificates. Every holder of stock in the
Corporation shall be entitled to have a certificate signed by, or in the name of
the Corporation (i) by the Chairman of the Board of Directors, or the President
or a Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary of the Corporation, certifying the number of
shares owned by such stockholder in the Corporation.

                                       23



                  Section 2. Signatures. Any or all of the signatures on a
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such person were such officer, transfer agent or registrar at the date of
issue.

                  Section 3. Lost Certificates. The Board of Directors may
direct a new certificate to be issued in place of any certificate theretofore
issued by the Corporation alleged to have been lost, stolen or destroyed, upon
the making of an affidavit of that fact by the person claiming the certificate
of stock to be lost, stolen or destroyed. When authorizing such issue of a new
certificate, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate, or such owner's legal representative, to advertise the
same in such manner as the Board of Directors shall require and/or to give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation on account of the alleged loss, theft
or destruction of such certificate or the issuance of such new certificate.

                  Section 4. Transfers. Stock of the Corporation shall be
transfer able in the manner prescribed by applicable law and in these By-Laws.
Transfers of

                                       24



stock shall be made on the books of the Corporation only by the person named in
the certificate or by such person's attorney lawfully constituted in writing and
upon the surrender of the certificate therefor, properly endorsed for transfer
and payment of all necessary transfer taxes; provided, however, that such
surrender and endorsement or payment of taxes shall not be required in any case
in which the officers of the Corporation shall determine to waive such
requirement. Every certificate exchanged, returned or surrendered to the
Corporation shall be marked "Cancelled," with the date of cancellation, by the
Secretary or Assistant Secretary of the Corporation or the transfer agent
thereof. No transfer of stock shall be valid as against the Corporation for any
purpose until it shall have been entered in the stock records of the Corporation
 by an entry showing from and to whom transferred.

                  Section 5. Dividend Record Date. In order that the Corporation
may determine the stockholders entitled to receive payment of any dividend or
other distribution or allotment of any rights or the stockholders entitled to
exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty (60) days prior to such action. If no record date is fixed, the
record date for determining stockholders for

                                       25



any such purpose shall be at the close of business on the day on which the Board
of Directors adopts the resolution relating thereto.

                  Section 6. Record Owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise required by
law.

                  Section 7. Transfer and Registry Agents. The Corporation may
from time to time maintain one or more transfer offices or agencies and registry
offices or agencies at such place or places as may be determined from time to
time by the Board of Directors.

                                   ARTICLE VI

                                     NOTICES

                  Section 1. Notices. Whenever written notice is required by
law, the Certificate of Incorporation or these By-Laws, to be given to any
director, member of a committee or stockholder, such notice may be given by
mail, addressed to such director, member of a committee or stockholder, at such
person's address as it

                                       26



appears on the records of the Corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Written notice may also be given personally
or by telegram, telex or cable.

                  Section 2. Waivers of Notice. Whenever any notice is required
by applicable law, the Certificate of Incorporation or these By-Laws, to be
given to any director, member of a committee or stockholder, a waiver thereof in
writing, signed by the person or persons entitled to notice, whether before or
after the time stated therein, shall be deemed equivalent thereto. Attendance of
a person at a meeting, present in person or represented by proxy, shall
constitute a waiver of notice of such meeting, except where the person attends
the meeting for the express purpose of objecting at the beginning of the meeting
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
Annual or Special Meeting of Stockholders or any regular or special meeting of
the directors or members of a committee of directors need be specified in any
written waiver of notice unless so required by law, the Certificate of
Incorporation or these By-Laws.

                                       27



                                   ARTICLE VII

                               GENERAL PROVISIONS

                  Section 1. Dividends. Dividends upon the capital stock of the
Corporation, subject to the requirements of the General Corporation Law of the
State of Delaware (the "DGCL") and the provisions of the Certificate of
Incorporation, if any, may be declared by the Board of Directors at any regular
or special meeting of the Board of Directors (or any action by written consent
in lieu thereof in accordance with Section 8 of Article III hereof), and may be
paid in cash, in property, or in shares of the Corporation's capital stock.
Before payment of any dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Board of Directors
from time to time, in its absolute discretion, deems proper as a reserve or
reserves to meet contingencies, or for purchasing any of the shares of capital
stock, warrants, rights, options, bonds, debentures, notes, scrip or other
securities or evidences of indebtedness of the Corporation, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for any proper purpose, and the Board of Directors may modify or abolish any
such reserve.

                  Section 2. Disbursements. All checks or demands for money and
notes of the Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time
designate.

                                       28



                  Section 3. Fiscal Year. The fiscal year of the Corporation
shall be fixed by resolution of the Board of Directors.

                  Section 4. Corporate Seal. The corporate seal shall have in
scribed thereon the name of the Corporation, the year of its organization and
the words "Corporate Seal, Delaware". The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                 INDEMNIFICATION

                  Section 1. Power to Indemnify in Actions, Suits or Proceedings
other than Those by or in the Right of the Corporation. Subject to Section 3 of
this Article VIII, the Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation), by
reason of the fact that such person is or was a director or officer of the
Corporation, or is or was a director or officer of the Corporation serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such

                                       29



action, suit or proceeding if such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had no
reason able cause to believe such person's conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which such
person reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that such person's conduct was unlawful.

                  Section 2. Power to Indemnify in Actions, Suits or Proceedings
by or in the Right of the Corporation. Subject to Section 3 of this Article
VIII, the Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that such person is or was a director or officer of the
Corporation, or is or was a director or officer of the Corporation serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action

                                       30



or suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Corporation; except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery of the State of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

                  Section 3. Authorization of Indemnification. Any
indemnification under this Article VIII (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the present or former director or officer
is proper in the circumstances because such person has met the applicable
standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as
the case may be. Such determination shall be made, with respect to a person who
is a director or officer at the time of such determination, (i) by a majority
vote of the directors who are not parties to such action, suit or proceeding,
even though less than a quorum, or (ii) by a committee of such directors
designated by a majority vote of such directors, even though less than a quorum,
or (iii) if there are no such directors, or if such directors so direct, by
independent legal

                                       31



counsel in a written opinion or (iv) by the stockholders. Such determination
shall be made, with respect to former directors and officers, by any person or
persons having the authority to act on the matter on behalf of the Corporation.
To the extent, however, that a present or former director or officer of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding described above, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith, without the necessity of authorization in the specific case.

                  Section 4. Good Faith Defined. For purposes of any
determination under Section 3 of this Article VIII, a person shall be deemed to
have acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the Corporation, or, with respect to
any criminal action or proceeding, to have had no reasonable cause to believe
such person's conduct was unlawful, if such person's action is based on the
records or books of account of the Corporation or another enterprise, or on
information supplied to such person by the officers of the Corporation or
another enterprise in the course of their duties, or on the advice of legal
counsel for the Corporation or another enterprise or on information or records
given or reports made to the Corporation or another enterprise by an independent
certified public accountant or by an appraiser or other expert selected

                                       32



with reasonable care by the Corporation or another enterprise. The provisions of
this Section 4 shall not be deemed to be exclusive or to limit in any way the
circumstances in which a person may be deemed to have met the applicable
standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as
the case may be.

                  Section 5. Indemnification by a Court. Notwithstanding any
contrary determination in the specific case under Section 3 of this Article
VIII, and notwithstanding the absence of any determination thereunder, any
director or officer may apply to the Court of Chancery of the State of Delaware
or any other court of competent jurisdiction in the State of Delaware for
indemnification to the extent otherwise permissible under Section 1 or Section 2
of this Article VIII. The basis of such indemnification by a court shall be a
determination by such court that indemnification of the director or officer is
proper in the circumstances because such person has met the applicable standard
of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case
may be. Neither a contrary determination in the specific case under Section 3 of
this Article VIII nor the absence of any determination thereunder shall be a
defense to such application or create a presumption that the director or officer
seeking indemnification has not met any applicable standard of conduct. Notice
of any application for indemnification pursuant to this Section 5 shall be given
to the Corporation promptly upon the filing of such application. If successful,

                                       33



in whole or in part, the director or officer seeking indemnification shall also
be entitled to be paid the expense of prosecuting such application.

                  Section 6. Expenses Payable in Advance. Expenses (including
attorneys' fees) incurred by a director or officer in defending any civil,
criminal, administrative or investigative action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the Corporation as authorized in
this Article VIII. Such expenses (including attorneys' fees) incurred by former
directors and officers or other employees and agents may be so paid upon such
terms and conditions, if any, as the Corporation deems appropriate.

                  Section 7. Nonexclusivity of Indemnification and Advancement
of Expenses. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article VIII shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under the Certificate of Incorporation, these By-Laws,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in such person's official capacity and as to action in another
capacity while holding such office, it being the policy of the Corporation that
indemnification of the persons specified in

                                       34



Section 1 and Section 2 of this Article VIII shall be made to the fullest extent
permitted by law. The provisions of this Article VIII shall not be deemed to
preclude the indemnification of any person who is not specified in Section 1 or
Section 2 of this Article VIII but whom the Corporation has the power or
obligation to indemnify under the provisions of the DGCL, or otherwise.

                  Section 8. Insurance. The Corporation may purchase and
maintain insurance on behalf of any person who is or was a director or officer
of the Corporation, or is or was a director or officer of the Corporation
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and incurred by
such person in any such capacity, or arising out of such person's status as
such, whether or not the Corporation would have the power or the obligation to
indemnify such person against such liability under the provisions of this
Article VIII.

                  Section 9. Certain Definitions. For purposes of this Article
VIII, references to "the Corporation" shall include, in addition to the
resulting corporation, any constituent corporation (including any constituent of
a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors or officers, so that any person who is or was a director or officer of
such constituent corporation, or is or was a director

                                       35



or officer of such constituent corporation serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partner ship, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Article VIII with respect to
the resulting or surviving corporation as such person would have with respect to
such constituent corporation if its separate existence had continued. The term
"another enterprise" as used in this Article VIII shall mean any other
corporation or any partnership, joint venture, trust, employee benefit plan or
other enterprise of which such person is or was serving at the request of the
Corporation as a director, officer, employee or agent. For purposes of this
Article VIII, references to "fines" shall include any excise taxes assessed on a
person with respect to an employee benefit plan; and references to "serving at
the request of the Corporation" shall include any service as a director,
officer, employee or agent of the Corporation which imposes duties on, or
involves services by, such director or officer with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner such person reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the Corporation"
as referred to in this Article VIII.

                  Section 10. Survival of Indemnification and Advancement of
Expenses. The indemnification and advancement of expenses provided by, or

                                       36



granted pursuant to, this Article VIII shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director
or officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.

                  Section 11. Limitation on Indemnification. Notwithstanding
anything contained in this Article VIII to the contrary, except for proceedings
to enforce rights to indemnification (which shall be governed by Section 5 of
this Article VIII), the Corporation shall not be obligated to indemnify any
director or officer (or his or her heirs, executors or personal or legal
representatives) or advance expenses in connection with a proceeding (or part
thereof) initiated by such person unless such proceeding (or part thereof) was
authorized or consented to by the Board of Directors of the Corporation.

                  Section 12. Indemnification of Employees and Agents. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, provide rights to indemnification and to the advancement of expenses
to employees and agents of the Corporation similar to those conferred in this
Article VIII to directors and officers of the Corporation.

                                       37



                                   ARTICLE IX

                                   AMENDMENTS

                  Section 1. Amendments. These By-Laws may be altered, amended
or repealed, in whole or in part, or new By-Laws may be adopted by the
stockholders or by the Board of Directors; provided, however, that notice of
such alteration, amendment, repeal or adoption of new By-Laws be contained in
the notice of such meeting of the stockholders or Board of Directors, as the
case may be. All such amendments must be approved by either the holders of a
majority of the outstanding capital stock entitled to vote thereon or by a
majority of the entire Board of Directors then in office.

                  Section 2. Entire Board of Directors. As used in this Article
IX and in these By-Laws generally, the term "entire Board of Directors" means
the total number of directors which the Corporation would have if there were no
vacancies.

                                      * * *

Adopted as of: April 17, 2003

                                       38

EX-3.25

                                                                    EXHIBIT 3.25

                                                                           FILED
                                                                           10 AM
                                                                     MAY 18 1984

                                                                     [SIGNATURE]

                          CERTIFICATE OF INCORPORATION

                                       OF

                           WESTERN WHEEL CORPORATION

                                    * * * * *

         1. The name of the corporation is

                            WESTERN WHEEL CORPORATION

         2. The address of its registered office in the State of Delaware is No.
100 West Tenth Street, in the City of Wilmington, County of New Castle. The name
of its registered agent at such address is The Corporation Trust Company.

         4. The total number of shares of stock which the corporation shall have
authority to issue is one thousand (1,000) and the par value of each of such
shares is One Dollar ($1,00) amounting in the aggregate to One Thousand Dollars
($1,000,00).

         5. The name and mailing address of each incorporator is as follows:



    NAME                             MAILING ADDRESS
    ----                             ---------------
                             
D. A. Hampton                   100 West Tenth Street
                                Wilmington, Delaware 19801

C. V. Bolen                     100 West Tenth Street,
                                Wilmington, Delaware 19801

K. L. Husfelt                   100 West Tenth Street,
                                Wilmington, Delaware 19801


         6. The corporation is to have perpetual existence.



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

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

         Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to tine by the
board of directors or in the by-laws of the corporation.

         Whenever a compromise or arrangement Is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case Bay
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said

                                       2



compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.

         9. 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.

         WE, THE UNDERSIGNED, being each of the incorporators hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, do make this certificate, hereby
declaring and certifying that this is our act and deed and the facts herein
stated are true, and accordingly have hereunto set our hands this 18th day of
May, 1984.

                                                /s/ D. A. HAMPTON
                                             -------------------------
                                                    D. A. HAMPTON

                                                /s/ C. V. BOLEN
                                             --------------------------
                                                    C. V. BOLEN

                                                /s/ K. L. HUSFELT
                                             --------------------------
                                                    K. L. HUSFELT



   STATE OF DELAWARE
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:20 AM 09/28/1990
902745105 - 901796

                              CERTIFICATE OF MERGER

                                       OF

                            WESTERN WHEEL CORPORATION
                            (a Delaware corporation)

                                      INTO

                                HM HOLDINGS, INC.
                            (a Delaware corporation)

                            Under Section 251 of the
                           General Corporation Law of
                              The State of Delaware

         Pursuant to Section 251 of the General Corporation Law of the State of
Delaware, HM HOLDINGS, INC., a Delaware corporation, hereby certifies the
following information relating to the merger of WESTERN WHEEL CORPORATION, a
Delaware corporation, with and into HM HOLDINGS, INC. (the "Merger").

         1. The names and states of incorporation of HM HOLDINGS, INC. and
WESTERN WHEEL CORPORATION, which are the constituent corporations in this Merger
(the "Constituent Corporations"), are:



         Name                            State
         ----                            -----
                                     
HM HOLDINGS, INC.                       Delaware
WESTERN WHEEL CORPORATION               Delaware


         2. The Agreement and Plan of Merger, dated as of September 28, 1990
(the "Merger Agreement"), among WESTERN WHEEL CORPORATION, HM HOLDINGS, INC.,
and certain other direct and indirect subsidiaries of HM HOLDINGS, INC., setting
forth the terms and conditions of the Merger, has been approved,



         7. The Merger shall become effective on September 29, 1990, as
specified in the Merger Agreement.

         IN WITNESS WHEREOF, this Certificate of Merger has been executed as of
the 28th day of September, 1990.

                                        HM HOLDINGS, INC.

                                        By: /s/ [ILLEGIBLE]
                                            ------------------------
                                            Vice President

ATTEST:

/s/ Steven C. Barre
- ------------------------
Steven C. Barre
Assistant Secretary

                                       3



                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 04:30 PM 02/28/1992
                                                           92059524 - 2035698

                       CERTIFICATE OF CORRECTION FILED TO
                   CORRECT A CERTAIN ERROR IN THE CERTIFICATE
                   OF MERGER OF WESTERN WHEEL CORPORATION INTO
                    HM HOLDINGS, INC. FILED IN THE OFFICE OF
                      THE SECRETARY OF STATE OF DELAWARE ON
                               SEPTEMBER 28, 1990

                  HM HOLDINGS, INC., a corporation organized and existing under
any by virtue of the General Corporation Law of the State of Delaware:

                  DOES HEREBY CERTIFY:

                  1. The name of the corporation is HM HOLDINGS, INC.

                  2. A Certificate of Merger was filed by HM HOLDINGS, INC. with
         the Secretary of State of Delaware on September 28, 1990 and that said
         certificate requires correction as permitted by subsection (f) of
         section 103 of The General Corporation Law of the State of Delaware.

                  3. The inaccuracy or defect of said certificate to be
         corrected is as follows: Western Wheel Corporation, a Delaware
         corporation, is not a subsidiary of HM HOLDINGS, INC. HM HOLDINGS, INC.
         formerly had a subsidiary Western Wheel, Inc., a California
         corporation, which was dissolved on October 29, 1962.

                  4. The Certificate or Merger is to be declared null and void
         and eliminated in its entirety.



                  IN WITNESS WHEREOF, said HM HOLDINGS, INC. has caused this
         certificate to be signed by its Vice President and attested by its
         Assistant Secretary this 28th day February, 1992.

                                                         HM HOLDINGS, INC.

                                                         By: /s/ [ILLEGIBLE]
                                                             ---------------
                                                             Vice President

ATTEST:

By: /s/ [ILLEGIBLE]
    ------------------
    Assistant Secretary



   STATE OF DELAWARE
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:00 PM 07/20/1994
  944133984 - 2035698

                            CERTIFICATE OF AMENDMENT

                                     TO THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                            WESTERN WHEEL CORPORATION

         WESTERN WHEEL CORPORATION, a corporation organized and existing under
the General Corporation Law, DOES HEREBY CERTIFY:

         FIRST: The original certificate of incorporation was filed on May 18,
1984, with the Secretary of State of the Delaware.

         SECOND: The amendment to the certificate of incorporation set forth
herein was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law.

         THIRD: Article 1 of the certificate of incorporation is hereby amended
to read in its entirety as follows:

               1. The name of the corporation is:

                   HAYES WHEELS INTERNATIONAL-CALIFORNIA, INC.

         FOURTH: The certificate of incorporation is further amended to add
thereto Article 10, to read as follows:

              10. A director of the corporation shall not be personally liable
         to the corporation or its stockholders for monetary damages for breach
         of fiduciary duty as a director except for liability (i) for any breach
         of the director's duty of loyalty so 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, or (iv) for any
         transaction from which the director derived any improper personal
         benefit.

         IN WITNESS WHEREOF, WESTERN WHEEL CORPORATION has caused this
certificate to be signed by R. Cucuz, its Chairman of the Board of Directors,
and attested by BARRY J. MILLER, its Assistant Secretary, this 20th day of July
1994.

                                        WESTERN WHEEL CORPORATION

                                        By: /s/ R. Cucuz
                                            ----------------------------------
                                            R. Cucuz
                                            Chairman of the Board of Directors

ATTEST:

/s/ Barry J. Miller
- ------------------------
Barry J. Miller
Assistant Secretary



                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 10:00 AM 02/09/1998
                                                           981050629 - 2035698

                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                 HAYES WHEELS INTERNATIONAL - CALIFORNIA, INC.

         HAYES WHEELS INTERNATIONAL - CALIFORNIA, INC., a corporation organized
and existing under the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:

         FIRST: The Corporation's Certificate of Incorporation was filed on May
18,1984, with the Secretary of State of the State of Delaware.

         SECOND: The amendment to the Certificate of Incorporation set forth
herein was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

         THIRD: ARTICLE FIRST of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:

              FIRST:     The name of the Corporation is HAYES LEMMERZ
         INTERNATIONAL-CALIFORNIA, INC.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed in its name and on its behalf and attested on this 7th
day of January, 1998 by duly authorized officers of the Corporation.

                                        HAYES WHEELS INTERNATIONAL-
                                        CALIFORNIA, INC.

                                        By: /s/ William D. Shovers
                                            ---------------------------
                                            Name:  William D. Shovers
                                            Title: Vice President - Finance

ATTEST:

By: /s/ Patrick B. Carey
    ------------------------
    Name:  Patrick B. Carey
    Title: Assistant Secretary



    STATE OF DELAWARE
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:30 PM 07/12/2001
   010338586 - 2035698

                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                  HAYES LEMMERZ INTERNATIONAL-CALIFORNIA, INC.

         HAYES LEMMERZ INTERNATIONAL - CALIFORNIA, INC., a corporation organized
and existing under the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:

         FIRST: The Corporation's Certificate of Incorporation was filed on May
18, 1984, with the Secretary of the State of Delaware.

         SECOND: The amendment to the Certificate of Incorporation set forth
herein was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

         THIRD: ARTICLE FOURTH of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:

              4.  The total number of shares of stock which the corporation
         shall have authority to issue is ten thousand (10,000) and the par
         value of such shares is One Dollar ($ 1.00) amounting in the aggregate
         to Ten Thousand Dollars ($ 10,000.00).

         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed in its name and on its behalf and attested on this 1st
day of July, 2001 by duly authorized officers of the Corporation.

                                        HAYES LEMMERZ INTERNATIONAL-
                                        CALIFORNIA, INC.

                                        By: /s/ William D. Shovers
                                            -----------------------------
                                            Name:  William D. Shovers
                                            Title: Vice President

ATTEST:

By: /s/ Patrick B. Carey
    --------------------------
    Name:  Patrick B. Carey
    Title: Secretary

EX-3.26

                                                                    EXHIBIT 3.26

                            WESTERN WHEEL CORPORATION

                             a Delaware corporation

                                     BY LAWS

                               ARTICLE I - OFFICES

         Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

         Section 2. The corporation shall also have offices at 14500 Firestone
Boulevard, LaMirada, California and at such other places both within and without
the State of Delaware as the board of directors may from time to time determine
or the business of the corporation may require.

                      ARTICLE II - MEETINGS OF STOCKHOLDERS

         Section 1. All meetings of the stockholders for the election of
directors shall be held in the City of LaMirada, State of California, at such
place as may be fixed from time to time by the board of directors, or at such
other place either within or without the State of Delaware as shall be
designated from time to time by the board of directors and stated in the notice
of the meeting. Meetings of stockholders for any other purpose may be held at
such time and place, within or without the State of Delaware, as shall be stated
in the notice of the meeting or in a duly executed waiver of notice thereof.

         Section 2. Annual meetings of stockholders shall be held on the first
Thursday in June, if not a legal holiday, and if a legal holiday, then on the
next secular day following, at 2:00 p.m., or at such other date and time as
shall be designated from time to time by the board of directors and stated



in the notice of the meeting, at which they shall elect by a plurality vote a
board of directors, and transact such other business as may properly be brought
before the meeting.

         Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting as provided by law.

         Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

         Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the chairman of the board and shall be called by
him or the secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

         Section 6. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than nor more

                                      - 2 -


than five days before the date of the meeting, to each stockholder entitled to
vote at such meeting.

         Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

         Section 8. The holders of the stock issued and outstanding and entitled
to vote thereat, present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the certificate of incorporation.
If, however, such quorum shall not be present or represented at any meeting of
the stockholders, the stockholders entitled to vote thereat, present in person
or represented by proxy, shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified. 11 the adjournment is for
more than thirty days, or if after the adjournment a new record dale is fixed
tor the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

         Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required, in which case
such express provision shall govern and control the decision of such question.

         Section 10. Each stockholder shall at every meeting of the stockholders
be entitled to one vote in person or by proxy for each share of the capital
stock having voting power held by such

                                      - 3 -



stockholder, but no proxy shall be voted on after three years from its date,
unless the proxy provides for a longer period.

         Section 11. Any action required to be taken at any annual or special
meeting of stockholders of the corporation, or any action which may be taken at
any annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.

                             ARTICLE III - DIRECTORS

         Section 1. Upon the resignation of the sole director appointed by the
incorporators, the number of directors which shall constitute the whole board
shall be three. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each director
elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

         Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner

                                      - 4 -



provided by statute. If, at the time of filling any vacancy or any newly created
directorship, the directors then in office shall constitute less than a majority
of the whole board (as constituted immediately prior to any such increase), the
Court of Chancery may, upon application of any stockholder or stockholders
holding at least ten percent of the total number of the shares at the lime
outstanding having the right to vote for such directors, summarily order an
election to be held to till any such vacancies or newly created directorships,
or to replace the directors chosen by the directors then in office.

         Section 3. The business of the corporation shall be managed by or under
the direction of its board of directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the certificate of incorporation or by these by-laws directed or required to
be exercised or done by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

         Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special

                                      - 5 -



meetings of the board of directors, or as shall be specified in a written waiver
signed by all of the directors.

         Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.

         Section 7. Special meetings of the board may be called by the president
on 3 days' notice to each director, either personally or by mail or by telegram;
special meetings shall be called by the chairman of the board or the secretary
in like manner and on like notice on the written request of two directors unless
the board consists of only one director, in which case special meetings shall be
called by the chairman of the board or secretary in like manner and on like
notice on the written request of the sole director.

         Section 8. At all meetings of the board, a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute. If a quorum shall not be present at any
meeting of the board of directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

         Section 9. Any action required or permitted to be taken at any meeting
of the board of directors or of any committee thereof may be taken without a
meeting, if all members of the board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the board or committee.

         Section 10. Members of the board of directors, or any committee
designated by the board of directors, may participate in a meeting of the board
of directors, or any committee, by means of

                                      - 6 -



conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at the meeting.

                             COMMITTEES OF DIRECTORS

         Section 11. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.

         In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the board of directors to act at the meeting in the place of
any such absent or disqualified member.

         Any such committee, to the extent provided in the resolution of the
board of directors, shall have and may exercise all of the powers and authority
of the board of directors in the management of the corporation, and may
authorize the seal of the of the corporation to be affixed to all papers which
may require it, but no such committee shall have power or authority in reference
to amending the certificate of incorporation (except that a committee may, to
the extent authorized in the resolution or resolutions providing for the
issuance of shares of stock adopted by the board of directors as provided in
Section 151(a) of the General Corporation Law. fix any of the preferences or
rights of such shares relating to dividends, redemption, dissolution, any
distribution of assets of the corporation or the conversion into, or the
exchange of such shares for. shares of any other class

                                      - 7 -



or classes or any other series of the same or any other class or classes of
stock of the corporation), adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommending to the
stockholders a dissolution of the corporation or a revocation of a dissolution
or amending the bylaws of the corporation; and, unless the resolution or the
certificate of incorporation expressly so provide, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock or to adopt a certificate of ownership and merger. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the board of directors.

         Section 12. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.

                            COMPENSATION OF DIRECTORS

         Section 13. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall leave the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                      - 8 -



                              REMOVAL OF DIRECTORS

         Section 14. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any director or the entire board of directors
may be removed, with or without cause, by the holders of a majority of shares
entitled to vote at an election of directors.

                              ARTICLE IV - NOTICES

         Section 1. Whenever, under the provision of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.

         Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                              ARTICLE V - OFFICERS

         Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be a president, a vice president, a secretary and a
treasurer. The board of directors may also choose additional vice presidents,
and one or more assistant secretaries and assistant treasurers. Any

                                      - 9 -



number of offices may be held by the same person, unless the certificate of
incorporation or these by-laws otherwise provide.

         Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a chairman of the board, a
president, one or more vice presidents, a secretary and a treasurer.

         Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

         Section 4. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.

                            THE CHAIRMAN OF THE BOARD

         Section 5. The chairman of the board shall preside at all meetings of
the stockholders and the board of directors.

                                  THE PRESIDENT

         Section 6. The president shall be the chief executive officer of the
corporation, shall have general and active management of the business of the
corporation, shall see that all orders and resolutions of the board of directors
are carried into effect and shall execute bonds, mortgages and other contracts
in the name and on behalf of the corporation, except where the execution thereof
shall

                                     - 10 -



be expressly delegated by the board of directors to some other officer or agent
of the corporation. He shall havesuch further powers as the board of directors
may from time to time by resolution confer upon him. In the absence or refusal
to act of the chairman of the board, the powers of the chairman of the board
shall devolve upon the president.

                               THE VICE PRESIDENTS

         Section 7. In the absence of the president or in the event of his
inability or refusal to act, the vice president (or in the event there be more
than one vice president, the vice presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all of the restrictions on the
president. The vice presidents shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

         Section 8. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
chairman of the board, under whose supervision he shall be. He shall have
custody of the corporate seal of the corporation and he, or an assistant
secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be

                                     - 11 -



attested by his signature or by the signature of such assistant secretary. The
board of directors may give general authority to any other officer to affix the
seal of the corporation and to attest the affixing by his signature.

         Section 9. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

         Section 10. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.

         Section 11. The treasurer shall disburse the funds of the corporation
as may be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

         Section 12. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death,

                                     - 12 -



resignation, retirement or removal from office of all books, papers, vouchers,
money and other property of whatever kind in his possession or under his
control belonging to the corporation.

         Section 15. The assistant treasurer, or if there shall be more than
one; the assistant treasurers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.

                      ARTICLE VI - CERTIFICATES FOR SHARES

         Section 1. The shares of the corporation shall be represented by
certificates. Certificates shall be signed by, or in the name of the corporation
by, the chairman of the board of directors, or the president or a vice president
and the treasurer or an assistant treasurer, or the secretary or an assistant
secretary of the corporation.

         If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in Section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which the corporation shall issue to represent such class or
series of stock, a statement that the corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences

                                     - 13 -



and relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.

         Section 2. Any of or all the signatures on a certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

         Section 3. The board of directors may direct a new certificate or
certificates representing shares to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

                                     - 14 -



                                TRANSFER OF STOCK

         Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                               FIXING RECORD DATE

         Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of
any other lawful action, the board of directors may fix, in advance, a record
date, which shall not be more than sixty nor less than ten days before the date
of such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.

                             REGISTERED STOCKHOLDERS

         Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and

                                     - 15 -



shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by the laws
of Delaware.

                        ARTICLE VII - GENERAL PROVISIONS

         Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

         Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                   FISCAL YEAR

         Section 3. The fiscal year of the corporation shall be February 1
through January 31.

                                      SEAL

         Section 4. The corporate seal shall be adopted by the directors.

                                     - 16 -



                                 INDEMNIFICATION

         Section 5. The corporation shall indemnity its officers, directors,
employees and agents to the full extent permitted by the General Corporation Law
of Delaware.

                            ARTICLE VIII - AMENDMENTS

         Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
by-laws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal by-laws is conferred upon the board of directors by the
certificate of incorporation, it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.

                                     - 17 -



                                                                    EXHIBIT 3.27

     STATE OF DELAWARE
    SECRETARY OF STATE
 DIVISION OF CORPORATIONS
FILED 01:45 PM 03/11/1993
   733070032 - 2328728

                          CERTIFICATE OF INCORPORATION

                                       OF

                           WESTERN WHEEL GEORGIA, INC.

         1. The name of the corporation is:

                           WESTERN WHEEL GEORGIA, INC.

         2. The address of its 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 nature of the business or purposes to be conducted or promoted
is to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

         4. The total number of shares of common stock which the corporation
shall have authority to issue is One Thousand (1,000) and the par value of each
of such shares is One Dollar ($1.00) amounting in the aggregate to One Thousand
Dollars ($1,000.00).

         5. The board of directors is authorized to make, alter or repeal the
by-laws of the corporation. Election of directors need not be by written ballot.

         6. The name and mailing address of the incorporator is:

                                          M. C. Kinnamon
                                          Corporation Trust Center
                                          1209 Orange Street
                                          Wilmington, Delaware 19801

         7. Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs.



         I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of
Delaware, do make this certificate, hereby declaring and certifying that this is
my act and deed and the facts herein stated are true, and accordingly have
hereunto set my hand this 11th day of March, 1993.

                                               /s/ M. C. Kinnamon
                                               ------------------
                                               M. C. Kinnamon



================================================================================

                                                          STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                      FILED 03:00 PM 07/20/1994
                                                         944134010 - 2328728

                            CERTIFICATE OF AMENDMENT

                                      TO THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                           WESTERN WHEEL GEORGIA, INC.

         WESTERN WHEEL GEORGIA, INC., a corporation organized and existing under
the General Corporation Law, DOES HEREBY CERTIFY:

         FIRST: The original certificate of incorporation was filed on March
11, 1993, with the Secretary of State of the State of Delaware.

         SECOND: The amendment to the certificate of incorporation set forth
herein was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law.

         THIRD: Article 1 of the certificate of incorporation is hereby amended
to read in its entirety as follows:

                  1. The name of the corporation is:

                    HAYES WHEELS INTERNATIONAL-GEORGIA, INC.

         FOURTH: The certificate of incorporation is further amended to add
thereto Article 8, to read as follows:

                  8. A director of the corporation shall not be personally
         liable to the corporation or its stockholders for monetary damages for
         breach of fiduciary duty as a director except for liability (i) for any
         breach of the director's 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, or (iv) for any
         transaction from which the director derived any improper personal
         benefit.

         IN WITNESS WHEREOF, WESTERN WHEEL GEORGIA, INC., has caused this
certificate to be signed by R. Cucuz, its Chairman of the Board of Directors,
and attested by Barry J. Miller, its Assistant Secretary, this     day of july
1994.

                                       WESTERN WHEEL GEORGIA, INC.

                                       By: /s/ R. Cucuz
                                           ----------------------------------
                                           R. Cucuz
                                           Chairman of the Board of Directors

ATTEST:

/s/ Barry J. Miller
- ----------------------------
Barry J. Miller
Assistant Secretary



                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                   HAYES WHEELS INTERNATIONAL - GEORGIA, INC.

         HAYES WHEELS INTERNATIONAL - GEORGIA, INC., a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:

         FIRST: The Corporation's Certificate of Incorporation was filed on
March 11, 1993, with the Secretary of State of the State of Delaware.

         SECOND: The amendment to the Certificate of Incorporation set forth
herein was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

         THIRD: ARTICLE FIRST of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:

                  FIRST:   The name of the Corporation is HAYES LEMMERZ
         INTERNATIONAL - GEORGIA, INC.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed in its name and on its behalf and attested on this 7th
day of January, 1998 by duly authorized officers of the Corporation.

                                         HAYES WHEELS INTERNATIONAL -
                                         GEORGIA, INC.

                                         By: /s/ William D. Shovers
                                             --------------------------------
                                             Name:  William D. Shovers
                                             Title: Vice President - Finance

ATTEST:

By: /s/ Patrick B. Carey
    --------------------------
    Name:  Patrick B. Carey
    Title: Assistant Secretary

                                                            STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 10:00 AM 02/09/1998
                                                          981050616 - 2328728


                                                                    EXHIBIT 3.28

                           WESTERN WHEEL GEORGIA, INC.

                             a Delaware corporation

                                     * * * *

                                    BY - LAWS

                                     * * * *

                               ARTICLE I - OFFICES

         Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

         Section 2. The corporation shall also have offices at such other places
both within and without the State of Delaware as the board of directors may from
time to time determine or the business of the corporation may require.

                      ARTICLE II - MEETINGS OF STOCKHOLDERS

         Section 1. All meetings of the stockholders for the election of
directors shall be held in the City of Huntington, State of Indiana, at such
place as may be fixed from time to time by the board of directors, or at such
other place either within or without the State of Delaware as shall be
designated from time to time by the board of directors and stated in the notice
of the meeting. Meetings of stockholders for any other purpose may be held at
such time and place, within or without the State of Delaware, as shall be stated
in the notice of the meeting or in a duly executed waiver of notice thereof.

         Section 2. Annual meetings of stockholders shall be held on the first
Thursday in June, if not a legal holiday, and if a legal holiday, then on the
next secular day following, at 2:00 p.m.,

                                       -1-



or at such other date and time as shall be designated from time to time by the
board of directors and stated in the notice of the meeting, at which they shall
elect by a plurality vote a board of directors, and transact such other business
a may properly be brought before the meeting.

         Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting as provided by law.

         Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

         Section 5. Special meetings of the stockholders, for any purpose of
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the chairman of the board and shall be called by
him or the secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

         Section 6. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than

                                       -2-



nor more than 5 days before the date of the meeting, to each stock-holder
entitled to vote at such meeting.

         Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

         Section 8. The holders of the stock issued and outstanding and entitled
to vote thereat, present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the certificate of incorporation.
If, however, such quorum shall not be present or represented at any meeting of
the stockholders, the stockholders entitled to vote thereat, present in person
or represented by proxy, shall have power to adjourn the meeting from time to
time, without notice there than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting as transacted at the
meeting as originally notified. If the adjournment is for more than thirty days,
or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.

         Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any questions brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.

         Section 10. Each stockholder shall at every meeting of the stockholders
be entitled to one vote in person or by proxy for each share of the capital
stock having voting power held by such

                                      -3-



stockholder, but no proxy shall be voted on after three years form its date,
unless the proxy provides for a longer period.

         At all elections of directors of the corporation, each stockholder
having voting power shall be entitled to exercise the right of cumulative voting
as provided in the certificate of incorporation.

         Section 11. Any action required to be taken at any annual or special
meeting of stockholders of the corporation, or any action which may be taken at
any annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.

                             ARTICLE III - DIRECTORS

         Section 1. The number of directors shall be one, until the resignation
of the sole director appointed by the incorporators, upon the occurrence of
which, the number of directors which shall constitute the whole board shall be
3. The directors shall be elected at the annual meeting of the stockholders,
except as provided in Section 2 of this Article, and each director elected shall
hold office until his successor is elected and qualified. Directors need not be
stockholders.

         Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though

                                      -4-



less than a quorum, or by a sole remaining director, and the directors so chosen
shall hold offices until the next annual election and until their successors are
duly elected and shall qualify, unless sooner displaced. If there are no
directors in office, then an election of directors may be held in the manner
provided by statute. If, at the time of filling any vacancy or any newly created
directorship, the directors then in office shall constitute less than a majority
of the whole board (as constituted immediately prior to any such increase), the
Court of Chancery may, upon application of any stockholder or stockholders
holding at least ten percent of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order and
election to be held to fill any such vacancies or newly created directorships,
or to replace the directors chosen by the directors chosen by the directors then
in office.

         Section 3. The business of this corporation shall be managed by or
under the direction of its boards of directors which may exercise all such
powers of the corporation and do all such lawful acts and things as are not by
statute or by the certificate of incorporation or by these by-laws directed or
required to be exercised or done by the stockholder.

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

         Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the

                                       -5-



stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholder, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.

         Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.

         Section 7. Special meetings of the board may be called by the president
on 3 days' notice to each director, either personally or by mail or by telegram;
special meetings shall be called by the chairman of the board or secretary in
like manner and on like notice on the written request of two directors unless
the board consists of only one director; in which case special meetings shall be
called by the chairman of the board or secretary in like manner and on like
notice on the written request of the sole director.

         Section 8. At all meetings of the board, a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting of which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provide by statute. If a quorum shall not be present at any meeting
of the board of directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.

         Section 9. Any action required or permitted to be taken at any meeting
of the board of directors or of any committee thereof may be taken without a
meeting, if all members of the board or committee, as the case may be, consent
thereto in writing, and the writing or writings

                                       -6-



are filed with the minutes of proceedings of the board or committee.

         Section 10. Members of the board of directors, or any committee
designated by the board of directors, may participate in a meeting of the board
of directors, or any committee, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

                             COMMITTEES OF DIRECTORS

         Section 11. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.

         In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the board of directors to act at the meeting in the place of
any such absent or disqualified member.

         At any such committee, to the extent provided in the resolution of the
board of directors, shall have and may exercise all the powers and authority of
the board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power of
authority in reference to amending the certification of incorporation (except a
committee may, to the extent authorized in the resolution or resolutions
providing for the issuance

                                       -7-



of shares of stock adopted by the board of directors as provided in Section
151(a) fix any of the preferences or rights of such shares relating to
dividends, redemption, dissolution, any distribution of assets of the
corporation of the conversion into, or the exchange of such shares for, shares
of any other class or classes or any other series of the same or any other class
or classes of stock of the corporation) adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and assets, recommending
to the stockholders a dissolution of the corporation or a revocation of a
dissolution, or amending the by-laws of the corporation; and, unless the
resolution or the certificate of incorporation expressly so provide, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock or to adopt a certificate of ownership and
merger. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the board of directors.

         Section 12. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.

                           COMPENSATION OF DIRECTORS

         Section 13. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director form serving the
corporation in any other capacity and receiving compensation therefore. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                      -8-



                              REMOVAL OF DIRECTORS

         Section 14. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any director or the entire board of directors
may be removed, with or without cause, by the holders of a majority of shares
entitled to vote at an election of directors.

                              ARTICLE IV - NOTICES

         Section 1. Whenever, under the provision of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at other times when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.

         Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                              ARTICLE V - OFFICERS

         Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be a president, a vice president, a secretary and a
treasurer. The board of directors may also choose additional vice presidents,
and one or more assistant secretaries and assistant treasurers. Any number of
offices may be held by the same person, unless the certificate of incorporation
or these by-laws otherwise provide.

                                       -9-



         Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, one or more vice
presidents, a secretary and a treasurer.

         Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

         Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.

         Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.

                                  THE PRESIDENT

         Section 6. The president shall be the chief operating officer of the
corporation, with the power to manage the operations of the corporation. He
shall have the powers granted to the chairman of the board in Section 7 of this
Article V and shall have such further powers as the board of directors may from
time to time by resolution confer upon him. In the absence or refusal to act of
the chairman of the board, the powers of the chairman of the board shall devolve
upon the President.

                               THE VICE PRESIDENTS

         Section 7. In the absence of the president or in the event of his
inability or refusal to act, the vice president (or in the event there be more
than one vice president, the vice presidents in

                                      -10-



the order designated by the directors, or in the absence of any designation,
then in the order of their election) shall perform the duties of the president,
and when so acting, shall have all the powers of and be subject to all the
restrictions upon the president. The vice presidents shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

         Section 8. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
chairman of the board, under whose supervision he shall be. He shall have
custody of the corporate seal of the corporation and he, or an assistant
secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by the signature of
such assistant secretary. The board of directors may give general authority to
any other officer to affix the seal of the corporation and to attest the
affixing by his signature.

         Section 9. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform

                                      -11-



such other duties and have such other powers as the board of directors may from
time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

         Section 10. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to credit of the corporation in such
depositories may be designated by the board of directors.

         Section 11. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when he board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

         Section 12. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.

         Section 13. the assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there by no such determination, then in the order of their election)
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the

                                      -12-



treasurer and shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.

                      ARTICLE VI - CERTIFICATES FOR SHARES

         Section 1. The shares of the corporation shall be represented by a
certificate. Certificates shall be signed by, or in the name of the corporation
by, the chairman of the board of directors, or the president or a vice president
and the treasurer or an assistant treasurer, or the secretary or an assistant
secretary of the corporation.

         If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designation, preferences
and relative, participating, optional or other special rights of each class of
stock or series thereof and the qualification, limitations or restrictions of
such preferences and/or rights shall be set forth in full or summarized on the
face or back of the certificate which the corporation shall issue to represent
such class or series of stock, provided that, except as otherwise provided in
Section 202 of the General corporation Law of Delaware, in lieu of the foregoing
requirements, there may be set forth on the face of or back of the certificate
which the corporation shall issue to represent such class or series of stock, a
statement that the corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.

         Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the registered owner thereof
a written notice containing the information required to be set forth or stated
on certificates pursuant to Sections 151, 156,

                                      -13-



202(a) or 218(a) or a statement that the corporation will furnish without charge
to each stockholder who so requests the powers, designations, preferences and
relative participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

         Section 2. Any of or all the signatures on a certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

                               LOST CERTIFICATES

         Section 3. The board of directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of the fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost, stolen, or destroyed.

                                      -14-



                               TRANSFER OF STOCK

         Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Upon receipt of proper transfer instructions from the registered owner of
uncertificated shares, such uncertificated shares shall be canceled and issuance
of new equivalent uncertificated shares or certified shares shall be made to the
person entitled thereto and the transaction shall be recorded upon the books of
the corporation.

                               FIXING RECORD DATE

         Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less that ten days prior to any other
action. A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the board of directors may fix a new record date for the
adjourned meeting.

                             REGISTERED STOCKHOLDERS

         Section 6. The corporation shall be entitled to recognize the exclusive
rights of a

                                      -15-



person registered on its books as the owner of shares to receive dividends, and
to vote as such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Delaware.

                        ARTICLE VII - GENERAL PROVISIONS

                                    DIVIDENDS

         Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

         Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                      -16-



                                ANNUAL STATEMENT

         Section 3. The board of directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.

                                     CHECKS

         Section 4. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

                                   FISCAL YEAR

         Section 5. The fiscal year of the corporation shall be January 1
through December 31.

                                      SEAL

         Section 6. The corporate seal shall be adopted by the directors.

                                INDEMNIFICATION

         Section 7. The corporation shall indemnify its officers, directors,
employees and agents to the full extent permitted by the General Corporation Law
of Delaware.

                            ARTICLE VIII - AMENDMENTS

         Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alternation, amendment, repeal or adoption of new
by-

                                      -17-



laws be contained in the notice of such special meeting. If the power to adopt,
amend or repeal by-laws is conferred upon the board of directors by the
certificate of incorporation, it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.

                                      -18-



                                                                    EXHIBIT 3.29

                                                                           FILED
                                                                     APR 22 1988
                                                                 [/s/ ILLEGIBLE]
                                                              Secretary of State

                          CERTIFICATE OF INCORPORATION

                                       OF

                           MWC ACQUISITION SUB, INC.

         I, the undersigned, for the purpose of incorporating and organizing a
corporation under the General Corporation Law of the State of Delaware, do
hereby certify as follows:

         FIRST: The name of the corporation (hereinafter called the
"Corporation") is MWC Acquisition Sub, Inc.

         SECOND: The address of the Corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington,
County or New Castle, The name of the Corporation's registered agent 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.

         FOURTH: The total number of shares of common stock which the
Corporation shall have authority to issue is 1,000. All such shares shall have a
par value of $0.01 per share.

         FIFTH: The name and mailing address of the sole incorporator is Charles
D. Glanville, Jones, Day, Reavis & Pogue, 901 Lakeside Avenue, Cleveland, Ohio
44114.

         SIXTH: The names and mailing addresses of the persons who are to serve
as directors of the Corporation until



                                     - 2 -

the first annual meeting of stockholders or until their successors are elected
and qualified are as follows:

             NAME                         MAILING ADDRESS
             ----                         ---------------
       Joseph C. Overbeck             4000 Collins Road

                                      Lansing, Michigan 48910

       Richard W. Tuley               4000 Collins Road

                                      Lansing, Michigan 48910

       Dale R. Martin                 4000 Collins Road

                                      Lansing, Michigan 48910

         SEVENTH: The board of directors of the Corporation shall have power to
make, alter or amend By-Laws of the Corporation.

         EIGHTH: The Corporation reserves the right at any time and from time to
time to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, 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
now or hereafter prescribed by law; and all rights, preferences and privileges
of whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and



                                     - 3 -

pursuant to this Certificate of Incorporation in its present form or as
hereafter amended are granted subject to the right reserved in this Article.

         IN WITNESS WHEREOF, I the undersigned, being the sole incorporator
hereinabove named, do hereby execute this Certificate of Incorporation this 21st
day of April 1988.

                                          /s/ Charles D. Glanville
                                          ------------------------
                                          Charles D. Glanville


   STATE OF DELAWARE
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 01:00 PM 02/18/1998
   981063088 - 2158574

                            CERTIFICATE OF AMENDMENT
                                      TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                            MWC ACQUISITION SUB, INC.

         MWC ACQUISITION SUB, INC., a corporation organized and existing under
the General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify as follows:

         FIRST: The Corporation's Certificate of Incorporation was filed on
April 22, 1988, with the Secretary of State of the State of Delaware.

         SECOND: The amendment to the Certificate of Incorporation set forth
herein was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

         THIRD: ARTICLE FIRST of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:

                  FIRST: The name of the Corporation is HL OHIO SUB, INC.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed in its name and on its behalf and attested on this
16th day of February, 1998 by duly authorized officers of the Corporation.

                                      MWC ACQUISITION SUB, INC.

                                      By: /s/ Daniel M. Sandberg
                                          -----------------------------------
                                          Name:  Daniel M. Sandberg
                                          Title: Vice President, General Counsel
                                                 & Secretary

ATTEST:

By: /s/ Patrick B. Carey
    -----------------------
    Name : Patrick B. Carey
    Title: Assistant Secretary



                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                                HL OHIO SUB, INC.

         HL OHIO SUB, INC., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify as follows:

         FIRST: The Corporation's Certificate of Incorporation was filed on
April 22, 1988, with the Secretary of the State of Delaware.

         SECOND: The amendment to the Certificate of Incorporation set forth
herein was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

         THIRD: ARTICLE FIRST of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:

                  FIRST: The name of the corporation is HAYES LEMMERZ
         INTERNATIONAL - HOMER, INC.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed in its name and on its behalf and attested on this 17th
day of June, 1999 by duly authorized officers of the Corporation.

                                               HL OHIO SUB, INC.

                                               By: /s/ William D. Shovers
                                                   -------------------------
                                                   Name:  William D. Shovers
                                                   Title: Vice President

ATTEST:

By: /s/ Patrick B. Carey
    --------------------------
    Name : Patrick B. Carey
    Title: Assistant Secretary

                                                          STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 04:30 PM 06/18/1999
                                                          991248308 - 2158574


                                                                    EXHIBIT 3.30

                                    ARTICLE I
                            MEETINGS OF STOCKHOLDERS

         Section 1. Time and Place of Meetings. All meetings of the stockholders
for the election of directors or for any other purpose shall be held at such
time and place, within or without the State of Delaware, as shall be stated in
the notice of the meeting or in a duly executed waiver of notice thereof.

         Section 2. Annual Meetings. Annual meetings of stockholders, commencing
with the year 1989, shall be held on the last Tuesday of April if not a legal
holiday, and if a legal holiday, then on the next day not a legal holiday, at
10:00 a.m., or at such other date and time as shall be designated from time to
time by the Board of Directors and stated in the notice of the meeting, at which
they shall elect by a plurality vote by written ballot a Board of Directors, and
transact such other business as may properly be brought before the meeting.

         Section 3. Special Meetings. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board or the
President and shall be called by the President or Secretary at the request in
writing of a majority of the Board of Directors. Such request shall state the
purpose or purposes of the proposed meeting.

         Section 4. Notice of Meetings. Written notice of a meeting stating the
place, date and hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be given to each
stockholder entitled to vote at such meeting not less than ten nor more than
sixty days before the date of the meeting. If mailed, notice is given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the Corporation.

         Section 5. Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented.



         Section 6. Voting. At each meeting of the stockholders, every
stockholder having the right to vote shall be entitled to vote in person or by
proxy appointed by a legally sufficient instrument. Except as otherwise provided
by statute or by the Certificate of Incorporation, each stockholder shall at
every meeting of the stockholders be entitled to one vote in person or by proxy
for each share of stock having voting power held by such stockholder on the
record date for the meeting. The vote upon any question brought before a meeting
of the stockholders, except as otherwise required by these By-Laws, may be by
voice vote. Every vote taken by written ballot shall be counted by one or more
inspectors of election appointed by the Board of Directors. When a quorum is
present at any meeting, the holders of a majority of the stock which has voting
power present in person or represented by proxy and which is actually voted
shall decide any question brought before such meeting, unless the question is
one upon which by express provision of the statutes, the Certificate of
Incorporation or these By-Laws, a different vote is required, in which case such
express provision shall govern and control the decision of such question.

         Section 7. Definition. Every reference in these By-Laws to a majority
or other proportion of stock shall refer to such majority or other proportion of
the votes of such stock.

                                   ARTICLE II
                                    DIRECTORS

         Section 1. Number and Term of Office. The Board of Directors shall
consist of one or more members. The first board shall consist of three
directors. Thereafter, the number of directors shall be fixed by resolution of
the Board of Directors or by the stockholders at the annual meeting or a special
meeting. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each director
elected shall hold office until his successor is elected and qualified, except
as required by law. Directors need not be stockholders.

         Section 2. Vacancies and New Directorships. Vacancies and newly created
directorships resulting from any increase in the authorized number of directors
which occur between annual meetings of stockholders may be filled by a majority
of the directors then in office, though less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office until the next
annual meeting of stockholders and until their successors are duly elected and
shall qualify, except as required by law.

                                      -2-


         Section 3. Powers. The business and affairs of the Corporation shall be
managed by or under the direction of its Board of Directors which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by statute or by the Certificate of Incorporation or by these By-Laws
directed or required to be exercised or done by the stockholders.

         Section 4. Regular Meetings. Regular meetings of the Board of Directors
may be held without notice immediately after the annual meeting of stockholders
and at such other time and at such place as shall from time to time be
determined by the Board of Directors.

         Section 5. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board or by the President on one day's
notice to each director by whom it is not waived, either personally or by mail
or by telegram; special meetings shall be called by the President or Secretary
in like manner and on like notice on the written request of two directors.

         Section 6. Quorum. At all meetings of the Board a majority of the total
number of directors then in office, or if the total number of directors then in
office is an even number one-half thereof, shall constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors. If a quorum shall not be present at any meeting of the Board of
Directors the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

         Section 7. Written Action. Any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting, if all members of the Board of Directors or committee,
as the case may be, consent thereto in writing, and the writing or writings are
filed with the minutes or proceedings of the Board of Directors or committee.

         Section 8. Participation in Meetings by Conference Telephone. Members
of the Board of Directors, or any committee designated by the Board of
Directors, may participate in a meeting of the Board of Directors, or any
committee, by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at the
meeting.

                                      -3-



         Section 9. Committees. The Board of Directors may, by resolution passed
by a majority of the whole Board of Directors, designate one or more committees,
each committee to consist of one or more of the directors of the Corporation and
each to have such lawfully delegable powers and duties as the Board may confer.
The Board of Directors may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. Except as otherwise provided by statute, any such
committee, to the extent provided in the resolution of the Board of Directors,
shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the Corporation, and
may authorize the seal of the Corporation to be affixed to all papers which may
require it. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of Directors.

         Section 10. Conduct of Business. Unless otherwise ordered by the Board
of Directors, a majority of the members of any committee appointed by the Board
of Directors pursuant to these By-Laws shall constitute a quorum at any meeting
thereof, and the act of a majority of the members present at a meeting at which
a quorum is present shall be the act of such committee. Any such committee shall
prescribe its own rules for calling and holding meetings and its method of
procedure, subject to any rules prescribed by the Board of Directors, and
shall keep a written record of all actions taken by it.

                                  ARTICLE III
                                    NOTICES

         Section 1. Generally. Whenever, under the provisions of the statutes or
of the Certificate of Incorporation or of these By-Laws, notice is required to
be given to any director or stockholder, it shall not be construed to mean
personal notice, but such notice may be given in writing, by mail, addressed to
such director or stockholder, at his address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram or telephone.

         Section 2. Waivers. Whenever any notice is required to be given under
the provisions of the statutes or of the Certificate of Incorporation or of
these By-Laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.

                                       -4-



                                   ARTICLE IV
                                    OFFICERS

         Section 1. Generally. The officers of the Corporation shall be chosen
by the Board of Directors and shall be a President, a Secretary and a Treasurer.
The Board of Directors may also choose a Chairman of the Board of Directors (who
shall be the Chief Executive Officer), one or more vice presidents, and one or
more assistant secretaries and assistant treasurers. Any number of offices may
be held by the same person.

         Section 2. Compensation. The compensation of all officers and agents of
the Corporation who are also directors of the Corporation shall be fixed by the
Board of Directors. The Board of Directors may delegate the power to fix the
compensation of all other officers and agents of the Corporation to an officer
of the Corporation.

         Section 3. Succession. The officers of the Corporation shall hold
office until their successors are chosen and qualified. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors. Any vacancy occurring
in any office of the Corporation shall be filled by the Board of Directors.

         Section 4. Authority and Duties. The officers of the Corporation shall
have such authority and shall perform such duties as are customarily incident to
their respective offices, or as may be specified from time to time by the
directors regardless of whether such authority and duties are customarily
incident to such office.

         Section 5. Action with Respect to Securities of Other Corporations.
Unless otherwise directed by the Board of Directors, the Chairman, the President
or any Vice President shall have the power to vote and otherwise act on behalf
of the Corporation, in person or by proxy, at any meeting of stockholders (or
with respect to any action of such stockholders) of any other corporation in
which the Corporation may hold securities and otherwise exercise any and all
rights and powers which the Corporation may possess by reason of its ownership
of securities of such other corporation.

                                   ARTICLE V
                                     STOCK

         Section 1. Certificates. Every holder of stock in the Corporation shall
be entitled to have a certificate signed by, or in the name of, the Corporation
by the Chairman of the Board or

                                      -5-



the President or a Vice President and by the Treasurer or an assistant treasurer
or the Secretary or an assistant secretary of the Corporation, representing the
number of shares in the Corporation registered in his name. Any or all the
signatures on the certificate may be a facsimile.

         Section 2. Transfer. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the Corporation to, or cause its transfer
agent to, issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.

         Section 3. Lost, Stolen or Destroyed Certificates. In the event of the
loss, theft or destruction of any certificate for shares, another may be issued
in its place pursuant to such requirements as the Board of Directors may
establish concerning proof of such loss, theft or destruction and concerning the
giving of a satisfactory bond or bonds of indemnity.

         Section 4. Record Date. The Board of Directors may fix in advance a
date, not more than sixty nor less than ten days prior to the date of any
meeting of stockholders, nor more than sixty days prior to the date of any
written consent of stockholders without a meeting, or the date for the payment
of any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect, as a
record date for the determination of the stockholders entitled to notice of, and
to vote at, any such meeting and any adjournment thereof, or entitled to express
such written consent, or to receive payment of any such dividend, to any such
allotment of rights, or to exercise the rights in respect of any such change,
conversion or exchange of capital stock.

                                   ARTICLE VI
                                 INDEMNIFICATION

         Section 1. Indemnification.

         (a) The Corporation shall indemnify any person who has been made a
party to, or has threatened to be made a party to, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, including all appeals, by reason of the fact that he is or was a
director, officer or employee of the Corporation, or is or was serving at the
request of the Corporation as a director, officer or employee of another
corporation, partnership, joint venture,

                                      -6-



trust or other enterprise, to the full extent permitted by statute. The
Corporation may (in the Corporation's discretion) indemnify or agree to
imdemnify any person who has been made a party to, or is threatened to be made a
party to, any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, including all appeals,
by reason of the fact that he is or was an agent of the Corporation, or is or
was serving at the request of the Corporation as an agent of another
corporation, partnership, joint venture, trust or other enterprise, to the
fullest extent permitted by statute or such lesser extent as the Board of
Directors determine.

         (b) Expenses incurred by any director, officer, or employee indemnified
hereunder in defending any civil, criminal, administrative or investigative
action, suit or proceeding (including all appeals) or threat thereof, may be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such director,
officer or employee to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the Corporation as authorized in
this Section. Such expenses incurred by other agents may be so paid upon terms
and conditions, if any, as the Board of Directors deems appropriate.

         (c) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this Section shall not be deemed
exclusive of or in any way to limit any other rights to which those persons
seeking indemnification or advancement of expenses hereunder may be or may
become entitled as a matter of law, by the Certificate of Incorporation, these
By-Laws, agreement, insurance, vote of directors or stockholders or otherwise,
both as to action in his official capacity and with respect to action in another
capacity while holding such office.

         (d) No amendment, termination or repeal of this Section shall affect or
impair in any way the rights of any director or officer of the Corporation to
indemnification in the provisions hereof with respect to any action, suit or
proceeding arising out of, or relating to, any actions, transactions or facts
occurring prior to the final adoption of such amendment, termination or repeal.

         (e) If any part of this Section shall be found, in any action, suit or
proceeding, to be invalid or ineffective, the validity and effect of the
remaining parts shall not be affected thereby.

                                      -7-



         (f) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person.

         Section 2. Insurance. The Corporation shall have the power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against such person and incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not the
Corporation would have the power to indemnify such person against such liability
under applicable law or under these By-Laws.

                                   ARTICLE VII
                               GENERAL PROVISIONS

         Section 1. Fiscal Year. The fiscal year of the Corporation shall be the
calendar year or such other fiscal year as fixed by resolution of the Board of
Directors.

         Section 2. Corporate Seal. The Board of Directors may adopt a corporate
seal and use the same by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.

         Section 3. Reliance upon Books, Reports and Records. Each director,
each member of a committee designated by the Board of Directors, and each
officer of the Corporation shall, in the performance of his duties, be fully
protected in relying in good faith upon the books of account or other records of
the Corporation, including reports made to the Corporation by any of its
officers, by an independent certified public accountant, or by an appraiser
selected with reasonable care.

         Section 4. Time Periods. In applying any provision of these By-Laws
which require that an act be done or not be done a specified number of days
prior to an event or that an act be done during a period of a specified number
of days prior to an event, calendar days shall be used, the day of the doing of
the act shall be excluded and the day of the event shall be included.

                                      -8-



                                  ARTICLE VIII
                                   AMENDMENTS

         Section 1. Amendments. These By-Laws may be altered, amended or
repealed or new By-Laws may be adopted by the stockholders or by the Board of
Directors.

                            CERTIFICATE OF SECRETARY

         I, the undersigned, hereby certify:

         1.       That I am the duly elected, qualified and acting Secretary of
MWC Acquisition Sub, Inc., a Delaware corporation.

         2.       That the foregoing By-Laws of said Corporation were duly
adopted as the By-Laws thereof by Written Consent of the Directors of said
Corporation, dated as of April 22, 1988, and that the same now constitute the
By-Laws of said Corporation.

         Executed this 28th day of April 1988.

                                                       /s/ Dale R. Martin
                                                       -------------------------
                                                       Dale R. Martin, Secretary

8731C(CL)/3155J(DT)

                                      -9-


                                                                    EXHIBIT 3.31

                           ARTICLES OF INCORPORATION

    These Articles of Incorporation are signed and acknowledged by the
incorporators for the purpose of forming a corporation for profit under the
provisions of Act No. 327 of the Public Acts of 1931, as amended, as follows:

                                  ARTICLE I.

   The name of the corporation is CAST FORGE CORPORATION

- -------------------------------------------------------------------------------

                                   ARTICLE II.

   The purpose or purposes for which the corporation is formed are as follows:
- --------------------------------------------------------------------------------
                  To engage in the business of developing pressure casting
- --------------------------------------------------------------------------------
                  processes and devices: to manufacture castings by the use of
- --------------------------------------------------------------------------------
                  such processes and devices.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

In general to carry on any business in corporation therewith and incident
thereto not forbidden by the laws of the State of Michigan and with all the
powers conferred upon corporations by the laws of the State of Michigan.

                                  ARTICLE III.

   Location of the first registered office is:

   820       Ford Building     Detroit      26     Wayne,
- ----------  ---------------   ---------  -------  ----------, Michigan.
  (No.)         (Street)        (City)   (Zone)   (County)

Postoffice address of the first registered office is:

   820       Ford Building                Detroit     26
- ------------------------------------     ---------  --------, Michigan.
    (No. and Street or P.O. Box)          (City)     (Zone)

                                   ARTICLE IV.

The name of the first resident agent is Frank W. Donovan

                                   ARTICLE V.

                     The total authorized capital stock is

        {Preferred shs._________   {Par Value $_____________________}
   (1)  {                                                           } per share
        {Common shs. 5,000         {Par Value $10.00                }

                                         {Book Value $_____________ }
                                         {                          } per share
                                         {Price fixed for sale $___ }
                   {Preferred ________}
and/or shs. of (2) {                  } no Par Value
                   {Common ___________}   {Book Value $_____________}
                                                                    } per share
                                          {Price fixed for sale $___}

   (3) A statement of all or any of the designations and the powers,
preferences and rights, and the qualifications, limitations or restrictions
thereof is as follows:

                               One class of stock
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
FORM 1

GOLD SEAL APPEARS ONLY ON ORIGINAL



- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

                                   ARTICLE VI.

   The names and places of residence or business of each of the incorporators
and the number and class of shares subscribed for by each are as follows:
(Statute requires one or more incorporators)



                                                                          Number of Shares
                                                               --------------------------------------
                                                                    Par Stock        Non-Par Stock
 Name                      Residence or Business Address       ------------------  ------------------
              (No.)  (Street)           (City)    (State)            Common   Preferred  Common   Preferred
- -----------------------------------------------------------------------------------------------------
                                                                    
Frank W. Donovan. 820 Ford Bldg., Detroit,  Mich               100
- -----------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------


                                  ARTICLE VII.

   The names and address of the first board of directors are as follows:



(Statute requires at least three directors)
- --------------------------------------------------------------------------------
  Name                                          Residence of Business Address
                                  (No.)         (Street)     (City)     (State)
- --------------------------------------------------------------------------------
                                                            
Frank W. Donovan           820 Ford Building                 Detroit    Michigan
- --------------------------------------------------------------------------------
Thomas A. Roach            820 Ford Building                 Detroit    Michigan
- --------------------------------------------------------------------------------
Jane W. C. Gordon          820 Ford Building                 Detroit    Michigan
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------


                                 ARTICLE VIII.

   The term of the corporate existence is thirty years.

                                  ARTICLE IX.

   OPTIONAL (Please delete Article IX if not applicable.)

   Whenever a compromise or arrangement or any plan of reorganization of this
corporation is proposed between this corporation and its creditors or any claim
of them and/or between this corporation and its shareholders or any class of
them, any court of equity jurisdiction within the state of Michigan, may on the
application of this corporation or of any creditor or any shareholder thereof,
or on the application of any receiver or receivers appointed for this
corporation, order a meeting of the creditors or class of creditors, and/or of
the shareholders or class of shareholders, as the case may be, to be affected by
the proposed compromise or arrangement or reorganization, to be summoned in such
manner as said court directs. If a majority in number representing three-fourths
in value of the creditors or class of creditors, and/or of the shareholders or
class of shareholders, as the case may be, to be affected by the proposed
compromise or arrangement or reorganization, agree to any compromise or
arrangement or to any reorganization of this corporation as a consequence of
such compromise or arrangement, said compromise or arrangement and said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or
on all the shareholders or class of shareholders, as the case may be, and also
on this corporation.


                                   ARTICLE X.

     (Here insert any desired additional provisions authorized by the Act.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

   I the incorporator, sign my name this 27th day of August 1962

  (All parties appearing under Article VI are required to sign in this space)

                                       /s/ Frank W. Donovan
- --------------------------------------------------------------------------------
                                       Frank W. Donovan
________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

STATE OF MICHIGAN ______________}      (One or more of the parties signing must
                                  ss.            acknowledges before the Notary)
COUNTY OF          WAYNE        }

On this 27th day of August, 1962, before me personally appeared FRANK W. DONOVAN

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

to me known to be the person described in and who executed the foregoing
instrument, and acknowledges that he executed the same as his free act and deed.

                                        /s/ Jane W. C. Gordon
                                 -----------------------------------------
                                       (Signature of Notary)

                                            Jane W. C. Gordon
                                 -----------------------------------------
                                        Print or type name of Notary

                                 Notary Public for Wayne County,
                                 State of Michigam.

                                 My commission expires July 10, 1964
                                 (Notarial seal required if acknowledgment
                                 taken out at State)

GOLD SEAL APPEARS ONLY ON ORIGINAL



                                    ORIGINAL
                       (CORPORATION FOR PECUNIARY PROFIT)
                          ARTICLES OF INCORPORATION
                                       OF

________________________________________________________________________________
                      (Please type or print corporate name)

- --------------------------------------------------------------------------------
               Under Act No. 327, Public Acts, 1931, as amended.
- --------------------------------------------------------------------------------
    (This blank prepared by Michigan Corporation and Securities Commission.)

                                      FILED

                                   AUG 29 1962

                                /s/ [ILLEGIBLE]
                             ---------------------

                                                 COMMISSIONER

                 MICHIGAN CORPORATION & SECURITIES COMMISSION

                       MAIL THREE SIGNED AND ACKNOWLEDGED
                                   COPIES TO:

                  Michigan Corporation & Securities Commission

P.O. Box 898                                               LEASING 4, MICHIGAN

                                    RECEIVED

                                   AUG 28 1962

                            MICHIGAN CORPORATION AND
                             SECURITIES COMMISSION

                            MICHIGAN CORPORATION AND
                              SECURITIES COMMISSION

                                  AUG 29 1962

                                /s/ [ILLEGIBLE]
                              --------------------
                                  Compared by

GOLD SEAL APPEARS ONLY ON ORIGINAL


                                STATE OF MICHIGAN
                      CORPORATION AND SECURITIES COMMISSION
                                LANSING, MICHIGAN

- --------------------------------------------------------------------------------
                DO NOT WRITE IN SPACE BELOW -- FOR COMMISSION USE
- --------------------------------------------------------------------------------
  Date Received:               Compared by:
- ----------------------------
                               /s/ [ILLEGIBLE]
- ---------------------------------------------------
                               Date:
- ----------------------------
                               JUL 14 1965
- ---------------------------------------------------
                               Examiner:
- ----------------------------
                               /S/ [ILLEGIBLE]
- --------------------------------------------------------------------------------

              CERTIFIED RESOLUTION OF CHANGE OF REGISTERED OFFICE

         I, JERRY H. STEWARD, Secretary, of
         CAST FORGE CORPORATION
     -------------------------------------, do hereby certify that the following
           (Corporate Name)
is a true and correct copy of the resolution adopted by the board of directors
of said corporation at a meeting called and held on the 3rd day of June, 1965:

         "RESOLVED, that the location of the registered office of
     Cast Forge Corporation         within the State of Michigan is changed from
- ----------------------------------
        (Corporate Name)
820 Ford Building             Detroit        County of  Wayne, Michigan  48226
- ----------------------, -------------------,                          ---------
(Street and Number)     (City or Village)                             (Zip Code)
to  2150 Guardian Building      Detroit       County of Wayne, Michigan  48226
  -------------------------, ----------------,                        ---------,
     (Street and Number)     (City or Village)                        (Zip Code)

Signed on June 3, 1965.

                                                /s/ Jerry H. Steward
                                                -----------------------------
                                               (Jerry H. Steward, Secretary)
                                              (DESIGNATE OFFICE HELD BY SIGNER)

         Note: Mail three signed copies, except in case of change of location
from one county to another, in which case four copies of this Certificate are
required, to Michigan Corporation and Securities Commission, Box 898, Lansing,
Michigan 48904.

         Filing fee $5.00.

GOLD SEAL APPEARS ONLY ON ORIGINAL



                                STATE OF MICHIGAN
                      CORPORATION AND SECURITIES COMMISSION
                                LANSING, MICHIGAN
- --------------------------------------------------------------------------------
                DO NOT WRITE IN SPACE BELOW--FOR COMMISSION USE
- --------------------------------------------------------------------------------

       Date Received:
- ------------------------------
                                 [ILLEGIBLE]
- -----------------------------------------------------------
                               (Compared By)
- -------------------------------
                                 [ILLEGIBLE]
- -----------------------------------------------------------
                                   (Date)
- -------------------------------

- -------------------------------

- --------------------------------------------------------------------------------

                        CERTIFICATE OF AMENDMENT TO THE
                           ARTICLES OF INCORPORATION

                             CAST FORGE CORPORATION
- -------------------------------------------------------------------------------,
                                (Corporate Name)
a Michigan corporation, whose registered office is located at  2150
                                                              ------
                                                               (No.)
Guardian Building   Detroit     26      Wayne     Michigan, certifies pursuant
- ----------------------------------------------
     (Street)        (City)   (Zone)  (County)
to the provisions of Section 43 of Act No. 327 of the Public Acts of 1931, as
amended, that at a meeting of the         Shareholders      of said corporation
                                  -------------------------
                                  (Shareholders or members)
called for the purpose of amending the articles of incorporation, and held on
the 3rd day of June, 1965, it was resolved by the vote of {the holders of a
majority of the shares} of each class entitled to vote and by {a majority of the
shares} of each class whose rights, privileges or preferences are changed, that
Article No I of the Articles of incorporation is amended to read as follows,
viz:

                                    ARTICLE I
    (Any article being amended is required to be set forth in its entirety.)

    The name of the corporation is C. F. ENGINEERING CORPORATION. [ILLEGIBLE]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

FORM 16                                         (Continued on the reverse side)

GOLD SEAL APPEARS ONLY ON ORIGINAL



FORM 16

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NOTE: Sec. 43. amended by Act 155, P. A. 1953, provides:
         "**** That any amendment which impairs the preemptive right of the
         holders of shares of any class of capital stock entitled to such right
         shall be approved by the vote of the holders of 2/3 of the shares of
         each such class. ****"

Signed on June 3, 1965

                                         CAST FORGE CORPORATION
                                 --------------------------------------
                                            (Corporate Name)

(Corporate Seal if any)          By /s/ Joseph H. Steward
                                   --------------------------------
                                          (President)
                                        Joseph H. Steward

                                 By /s/ Jerry H. Steward
                                   ---------------------------------
                                          (Secretory)
                                        Jerry H. Steward

STATE OF MICHIGAN          }
COUNTY OF WAYNE            } SS.

         On this 3rd day of June, 1965, before me appeared

                               JOSEPH H. STEWARD
- --------------------------------------------------------------------------------
                              (Name of President)

to me personally known, who, being by me duly sworn, did say that he is the
president

                             CAST FORGE CORPORATION
of-----------------------------------------------------------------------------,
                                (Corporate Name)

which executed the foregoing instrument, and that *[the seal affixed to said
instrument is the corporate seal of said corporation, and that] said instrument
was signed *[and sealed] in behalf of said corporation by authority of its board
of directors, and said officer acknowledged said instrument to be the free act
and deed of said corporation.

*If corporation has no seal strike out the words          /s/ [ILLEGIBLE]
in brackets and add at end of acknowledgment      ------------------------------
the following: "and that said corporation has          (Signature of Notary)
no corporate seal".                               Notary Public for  Wayne
                                                  County,State of Michigan.

                                                  My Commission expires
                                                  July 6, 1968

                                                  (Notarial seal required it
                                                  acknowledgment taken out of
                                                  State)

                 Mail Three Signed and Acknowledged Copies To:
                 Michigan Corporation and Scurities Commission
                P.O. Box 898                      Lansing 4, Michigan
                                Filing Fee $5.00

GOLD SEAL APPEARS ONLY ON ORIGINAL



                                STATE OF MICHIGAN
                     CORPORATION AND SECURITIES COMMISSION
                               LANSING, MICHIGAN

- --------------------------------------------------------------------------------
              DO NOT WRITE IN SPACE BELOW -- FOR COMMISSION USE
- --------------------------------------------------------------------------------
     Date Received:                                      FILED
- ----------------------------------
       MAY 14 1968                          Michigan Department of Treasury
- --------------------------------------------------------------
                                     (Compared By)    MAY 15 1968
- ----------------------------------
[ILLEGIBLE]
- --------------------------------------------------------------
[ILLEGIBLE]                           (Date)
                                                     /s/
- ----------------------------------
                                                     STATE TREASURER
- ----------------------------------

- --------------------------------------------------------------------------------

                        CERTIFICATE OF AMENDMENT TO THE
                           ARTICLES OF INCORPORATION

                          C. F. ENGINEERING CORPORATION
- -------------------------------------------------------------------------------,
                                (Corporate Name)
a Michigan corporation, whose registered office is located at
                             2150 GUARDIAN BUILDING
- --------------------------------------------------------------------------------
                            (No.)           (Street)
           DETROIT,                 48219                    WAYNE
- --------------------------------------------------------------------------------
           (City)                  (Zone)                  (County)
Michigan, certifies pursuant to the provisions of Section 43 of Act No. 327 of
the Public Acts of 1931, as amended, that at a meeting of the
        SHAREHOLDERS
- ---------------------------- of said corporation called for the purpose of
    (Shareholders or members)
amending the articles of incorporation, and held on the 30th day of June, 1967,
it was resolved by the vote of {the holders of a majority of the shares} of each
class entitled to vote and by {a majority of the shares} of each class whose
rights, privileges or preferences age changed, that Article No 1 of the Articles
of Incorporation is amended to read as follows, viz:

                                    ARTICLE 1

    (Any article being amended is required to be set forth in its entirety.)
The name of the corporation is:  Cast Forge Company
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

FORM 16                                      (Continued on the reverse side)

GOLD SEAL APPEARS ONLY ON ORIGINAL



FORM 16

- --------------------------------------------------------------------------------
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- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NOTE: Sec. 43, amended by Act 155, P. A. 1953, provides:

         "**** That any amendment which impairs the preemptive right of the
         holders of shares of any class of capital stock entitled to such right
         shall be approved by the vote of the holders of 2/3 of the shares of
         each such class. ****"

Signed on May 7, 1968
                                           C.F. ENGINEERING CORPORATION
                                                  CAST FORGE COMPANY
                                        ------------------------------------
                                                   (Corporate Name)

(Corporate Seal if any)                 By /s/ Jerry H. Steward
                                           -----------------------------------
                                           (President or Vice-President)

                                                  /s/ Joseph H. Steward
                                           -------------------------------------
                                            (Secretary or Assistant Secretary)
                    }
STATE OF MICHIGAN   }
                    }ss.
COUNTY OF Wayne     }
                    }
     On this 7 day of May, 1968, before me appeared
                                Jerry H. Steward
- --------------------------------------------------------------------------------
                              (Name of President)
to me personally known, who, being by me duly sworn, did say that he is the
president of
                         C. F. Engineering Corporation
- --------------------------------------------------------------------------------
                                (Corporate Name)
which executed the foregoing instrument, and that *[the seal affixed to said
instrument is the corporate seal of said corporation, and that] said instrument
was signed *[and sealed] in behalf of said corporation by authority of its
board of directors, and said officer acknowledged said instrument to be the free
act and deed of said corporation.

*If corporation has no seal strike out the words     /s/ [ILLEGIBLE]
in brackets and add at end of acknowledgment      ------------------------------
the following: "and that said corporation has         (Signature of Notary)
no corporate seal".
                                                 Notary Public for Wayne
                                                 County, State of Michigan.

                                                 My Commission Expires
                                                 [ILLEGIBLE]
                                                 (Notarial seal required if
                                                 acknowledgment taken out of
                                                 State)

                 Michigan Corporation and Securities Commission
                 P.O. Box 898              Lansing 4, Michigan
                              Filing Fee $5.00

GOLD SEAL APPEARS ONLY ON ORIGINAL



[ILLEGIBLE]                    STATE OF MICHIGAN
                        MICHIGAN DEPARTMENT OF TREASURY
                              CORPORATION DIVISION
                                LANSING MICHIGAN

- --------------------------------------------------------------------------------
               DO NOT WRITE IN SPACE BELOW -- FOR DEPARTMENT USE
- --------------------------------------------------------------------------------
                         Compared by:
    Date Received:
- ----------------------
     DEC 18 1969
- --------------------------------------------                FILED
                          Date:                  Michigan Department of Treasury
- ----------------------
                                                        DEC 22 1969
- ----------------------

- --------------------------------------------            /s/ [ILLEGIBLE]
                            Examiner:                   STATE TREASURER
                                       /s/ [ILLEGIBLE]
- --------------------------------------------------------------------------------

                    CERTIFICATE OF INCREASE OF CAPITAL STOCK

                               CAST FORGE COMPANY
- -------------------------------------------------------------------------------
                                (Corporate Name)

a Michigan corporation, whose registered office is located at    2150
                                                              -----------
                                                                  (No.)
      Guardian Bldg.   Detroit  Wayne, Michigan 48226  , certifies pursuant
- -------------------------------------           -------
        (Street)        (City) (County)        (Zip Code)
to the provisions of Section 43 of Act 327, Public Acts of 1931, as amended,
that at a meeting of the stockholders of the said corporation called for the
purpose of increasing its authorized capital stock, and held on the
Twenty-seventh day of June, 1969, it was resolved, by the vote of the holders of
a majority of the shares of each class of shares entitled to vote and a majority
of shares of each class whose rights, privileges or preferences are so changed,
that the authorized capital stock be increased from:

                                            
    {Preferred shs.-----}                         {Par Value $ -----           }
(1) {                   }                         {                            }per share
    {Common shs. 5,000  }                         {Par Value $ 10.00           }

                                                  {Book Value $----------------}
                                  {Preferred -----{                            }
                                  {               {Price fixed for sale $------}
and/or (2), shares of no par value{                                            }per share
                                  {               {Book Value $----------------}
                                  {Common --------{                            }
                                                  {Price fixed for sales $-----}

and that the provisions of the Articles of Incorporation relating to capital
stock are amended to read as follows:

    {Preferred shs.-----}                         {Par Value $ -----           }
(1) {                   }                         {                            } per share
    {Common shs. 25,000 }                         {Par Value $ 10.00           }

                                                  {Book Value $----------------}
                                  {Preferred -----{                            }
                                  {               {Price fixed for sale $------}
and/or (2), shares of no par value{                                            }per share
                                  {               {Book Value $----------------}
                                  {Common --------{                            }
                                                  {Price fixed for sales $-----}



Form 13                        (Please turn page)

GOLD SEAL APPEARS ONLY NO ORIGINAL



FORM 13

(3) A statement of all or any of the designations and the powers, preferences
and rights, and the qualifications, limitations or restrictions thereof is as
follows:
(Provisions need not be stated unless changed. A rider may be attached.)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

Signed on November 14, 1969                  CAST FORGE COMPANY
                                           ----------------------
                                              (Corporate Name)

(Corporate Seal if any)                  By /s/ Jerry H. Steward
                                            --------------------------------
                                              (President or Vice-President)

                                                 /s/ Joseph H. Steward
                                            ---------------------------------
                                            (Secretary or Assistant Secretary)

STATE OF MICHIGAN   }
                    }ss.
COUNTY OF Wayne     }

   On this 14th day of November, 1969, before me appeared
    Jerry H. Steward,            of the CAST FORGE COMPANY, which executed the
- --------------------------------        ------------------
(Name resident or Vice-president)        (Corporate Name)
foregoing instrument, to me personally known, who, being by me duly sworn, did
say that he is the president or vice-president of said corporation, and that
*[the seal affixed to said instrument is the corporate seal of said corporation,
and that] said instrument was signed *[and sealed] in behalf of said corporation
by authority of its board of directors, and said officer acknowledged said
instrument to be the free act and deed of said corporation.

*If corporation has no seal strike out                /s/ Lois LaFever
the words in brackets and add at end of   --------------------------------------
acknowledgement the following: "and                (Signature of Notary)
that said corporation has no corporate
seal".

                                        Notary Public for Wayne County, State of
                                        Michigan.

                                                     LOIS LaFEVER
                                            Notary Public, Wayne County, Mich.
                                           My commission expires Feb. 1, 1970

                                      (Notarial seal required if acknowledgment
                                       taken out of State)

NOTE: Filing Fee - $5.00
      Franchise Fee -- 1/2 mill on each dollar of increase over highest
      previous authorized capital stock. Make fee payable to State of
      Michigan.

MAIL ONE SIGNED AND ACKNOWLEDGED COPIES TO: Michigan Department of Treasury
                                            Corporation Division
                                            P. O. Drawer C
                                            Lansing, Michigan 48904
FORM 13

GOLD SEAL APPEARS ONLY ON ORIGINAL



[ILLEGIBLE]                    STATE OF MICHIGAN
                        MICHIGAN DEPARTMENT OF TREASURY
                              CORPORATION DIVISION
                               LANSING, MICHIGAN

- --------------------------------------------------------------------------------
           NOTE              DO NOT WRITE IN SPACE BELOW --- FOR DEPARTMENT USE
           ----              --------------------------------------------------

This form may be filed       Date of Received:
to increase the authorized   ------------------
capital stock of a Michigan  MAY 14 1971
corporation pursuant to the  ------------------
provisions of Section 43.    MAY 27 1971                        FILED
Act 327, P.A. of 1931 as     ------------------
amended.

Mail ONE signed and          ------------------             JUN  - 2 1971
acknowledged copy to:
                             ------------------             /s/ [ILLEGIBLE]
Michigan Department
of Treasury Corporation      ------------------
Division
P.O. Drawer C Lansing,       ------------------
Michigan 48904                                            STATE TREASURER
                             ------------------
Filing Fee-$5.00                                 Michigan Department of Treasury
Franchise Fee-1/2 mill       ------------------
on each dollar of increase
over highest previous
authorized capital stock.

(Make fee payable to State of Michigan)
- -------------------------------------------------------------------------------

                    CERTIFICATE OF INCREASE OF CAPITAL STOCK

   CAST FORGE COMPANY
- -------------------------------------------------------------------------------
                                (Corporate Name)

a Michigan corporation, whose registered office is located at 2150
                                                              (No.)
     Guardian Bldg.    Detroit Wayne,   Michigan    48226, certifies pursuant
- ------------------------------------              ---------------------------
        (Street)        (City) (County)           (Zip Code)
to the provisions of Section 43 of Act 327, Public Acts of 1931, as amended,
that at a meeting of the stockholders of the said corporation called for the
purpose of increasing its authorized capital stock, and held on the 30th day of
June, 1970, it was resolved, by the vote of the holders of a majority of the
shares of each class of shares entitled to vote and a majority of shares of each
class whose rights, privileges or preferences are so changed, that the
authorized capital stock be increased from:

                                            
    {Preferred shs.-----}                         {Par Value $ -----           }
(1) {                   }                         {                            } per share
    {Common shs. 25,000 }                         {Par Value $ 10.00           }

                                                  {Book Value $----------------}
                                  {Preferred -----{                            }
                                  {               {Price fixed for sale $------}
and/or (2), shares of no par value{                                            }per share
                                  {               {Book Value $----------------}
                                  {Common --------{                            }
                                                  {Price fixed for sales $-----}

and that the provisions of the Articles of Incorporation relating to capital
stock are amended to read as follows:

    {Preferred shs.-----}                         {Par Value $ -----           }
(1) {                   }                         {                            } per share
    {Common shs. 50,000 }                         {Par Value $ 10.00           }

                                                  {Book Value $----------------}
                                  {Preferred -----{                            }
                                  {               {Price fixed for sale $------}
and/or (2), shares of no par value{                                            }per share
                                  {               {Book Value $----------------}
                                  {Common --------{                            }
                                                  {Price fixed for sales $-----}



                               (Please turn page)

GOLD SEAL APPEARS ONLY ON ORIGINAL


(3) A statement of all of any of the designations and the powers, preferences
and rights, and the qualifications, limitations or restrictions thereof is as
follows:

(Provisions need not be stated unless changed. A rider may be attached.)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

Signed on May 6, 1971                       CAST FORGE COMPANY
                                        -------------------------
                                             (Corporate Name)

(Corporate Seal if any)                  By /s/ Jerry H. Steward
                                            ----------------------------
                                            (President or Vice-President)

                                              /s/ Joseph H. Steward
                                        ---------------------------------
                                        (Secretary or Assistant Secretary)

STATE OF MICHIGAN    }
                     }ss.
COUNTY OF WAYNE      }

On this 6 day of May, 1971, before me appeared
    Jerry H. Steward             of the CAST FORGE COMPANY, which executed the
- --------------------------------,       ------------------
(Name President or Vice-president)       (Corporate Name)
foregoing instrument, to me personally known, who, being by me duly sworn, did
say that he is the president or vice-president of said corporation, and that
*[the seal affixed to said instrument is the corporate seal of said corporation,
and that] said instrument was signed *[and sealed] in behalf of said corporation
by authority of its board of directors, and said officer acknowledged said
instrument to be the free act and deed of said corporation.

*If corporation has no seal strike out                /s/ [ILLEGIBLE]
the words in brackets and add at end of   --------------------------------------
acknowledgment the following: "and                (Signature of Notary)
that said corporation has no corporate
seal".

                                      Notary Public for Wayne County,
                                      State of Michigan.

                                      My commission expires May 16, 1972
                                      (Notarial seal required if acknowledgment
                                      taken out of State)

GOLD SEAL APPEARS ONLY ON ORIGINAL


                                                                   CAST FORGE CO

                 (For Use by Domestic and Foreign Corporations)

                   CERTIFICATE OF CHANGE OF REGISTERED OFFICE

                        AND/OR CHANGE OF RESIDENT AGENT

         The undersigned corporation, in accordance with the provisions of
Section 242 of Act 284, Public Acts of 1972, does here certify as follows:

1.   The name of the Corporation is Cast Forge Company

2.   The address of its former registered office is: (See instructions on
     reverse side)

                   2150 Guardian Building  Detroit, Michigan    48226
                   -------------------------------           -----------
                   (No. and Street) (Town or City)            (Zip Code)

     The mailing address of its former registered office is: (Need not be
     completed unless different from the above address)

___________________________________________________, Michigan _________________
(No. and Street of P.O. Box)      (Town or City)                 (Zip Code)

3.   (The following is to be completed if the address of the registered office
     is changed.)

     The address of the registered office is changed to:

                   2440 W. Highland Rd.         Howell, Michigan    48893
                   ------------------------------------          ----------
                   (No. and Street)     (Town or City)           (Zip Code)

     The mailing address of the registered office is changed to: (Need not be
     completed unless different from the above address)

___________________________________________________, Michigan _________________
(No. and Street of P.O. Box)      (Town or City)                 (Zip Code)

4.   The name of the former resident agent is Frank W. Donovan

5.   (The following is to be completed if the resident agent is changed.)

     The name of the successor resident agent is Jerry H. Steward

6.   The corporation further states that the address of its registered office
and the address of the business office of its resident agent, as changed, are
identical.

7.   The changes designated above were authorized by resolution duly adopted by
its board of directors.

Signed this 27th day of February, 1974

                                               Cast Forge Company
                                         ------------------------------
                                              (Name of Corporation)

                                      By  /S/ Jerry H. Steward
                                        -----------------------------------
                                        (Signature of President, Vice-President,
                                        Chairman or Vice-Chairman)

                                          Jerry H. Steward - President
                                        -----------------------------------
                                          (Type or Print Name and Title)

                                               (See Instruction on Reverse Side)

GOLD SEAL APPEARS ONLY ON ORIGINAL



           (Please do not write to spaces below - for Department use)

- --------------------------------------------------------------------------------
       MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
Date Received
- -----------------------
MAR 11 1974
- -----------------------                         FILED
                                  Michigan Department of Commerce
- -----------------------
                                            MAR [ILLEGIBLE]
- -----------------------
                                              [ILLEGIBLE]
- -----------------------                        DIRECTOR

- -----------------------

- --------------------------------------------------------------------------------


                          INFORMATION AND INSTRUCTIONS

   Certificate of Change of Registered Office and/or Change of Resident Agent

1.   Insert the present address of the registered office in part 2 of the
     certificate. This address must agree with the address of the registered
     office as designated in the articles of incorporation or subsequent
     corporate certificate reflecting a change as filed with the Corporation and
     Securities Bureau.

2.   The mailing address of the registered office should be the same address as
     the registered office unless a post office box is designated as the mailing
     address.

3.   Insert the name of the present resident agent in part 4 of the
     certificate. This name must agree with the name of the resident agent as
     designated in the articles of incorporation or subsequent corporate
     certificate reflecting a change as filed with the Corporation and
     Securities Bureau.

4.   The Certificate is required to be signed in ink by the chairman or
     vice-president of the board, or the president or a vice-president of the
     corporation.

5.   One original copy is required. A true copy will be prepared by the
     Corporation and Securities Bureau and returned to the person submitting the
     Certificate for filling.

6.   Filling fee..............$5.00
       (Make fee payable to State of Michigan)

7.   Mail form and fee to:

       Michigan Department of Commerce
       Corporation and Securities Bureau
       Corporation Division
       P.O. Drawer C
       Lansing, Michigan 48904

GOLD SEAL APPEARS ONLY ON ORIGINAL


           (Please do not write in spaces below - for Department use)

      MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
                      FILED                                  Date Received
                                                        ------------------------
                   DEC 1 1982                                 NOV 10 1982
                                                        ------------------------
                  [ILLEGIBLE]
- --------------------------------------------------------------------------------

                       (See instructions on Reverse Side)
                  For Use by Domestic and Foreign Corporations

                   CERTIFICATE OF CHANGE OF REGISTERED OFFICE
                        AND/OR CHANGE OF RESIDENT AGENT

               INSERT CORPORATION IDENTIFICATION NUMBER 042--155

         This certificate is executed in accordance with the provisions of
Section 242 of Act 284, Public Acts of 1972, as amended, as follows:

1.   The name of the corporation is CAST FORGE COMPANY

2.   The address of its registered office as currently on file with the
     Corporation and Securities Bureau is:
     (See Part 2 of instructions)

2440 W. HIGHLAND ROAD      HOWELL,   Michigan   48843
- ------------------------------------          ----------
   (No. and Street)    (Town or City)         (Zip Code)

     The mailing address of its registered office is: (Complete only if
     different from above address. See Part 3 of instructions)

___________________________________________________, Michigan _________________
    (P.O. Box)           (Town or City)                          (Zip Code)

3.   (Complete if the address of the registered office is changed.)

     The address of the registered office is changed to: (See Part 3 of
     instructions)

    NOT APPLICABLE                 , Michigan
- -----------------------------------           ----------
(No. and Street)    (Town or City)            (Zip Code)

     The mailing address of the registered office is changed to: (Complete only
     if different from above address. See Part 3 of instructions)

___________________________________________________, Michigan _________________
    (P.O. BOX)      (Town or City)                                (Zip Code)

4.   The name of the resident agent as currently on file with the Corporation
     and Securities Bureau is (See Part 4 of instructions) JERRY H. STEWARD

5.   (Complete if the resident agent is changed.)

     The name of the successor resident agent is J. ROBERT VESS

6.   The corporation further states that the address of its registered office
     and the address of the business office of its resident agent, as changed,
     are identical.

7.   The changes designated above were authorized by resolution duly adopted by
     its board of directors or trustees.

                                     Signed this 12 day of NOVEMBER, 1982

                                      By /s/ J. Robert Vess
                                        -----------------------------------
                                                   [ILLEGIBLE]

                                          J. ROBERT VESS -- PRESIDENT
                                        -----------------------------------
                                          (Type or Print Name and Title)

[ILLEGIBLE]

GOLD SEAL APPEARS ONLY ON ORIGINAL


DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS
INDICATED IN THE BOX BELOW. Include name, street and number (or
P.O box), city, state and zip code.
                                                Telephone:
CAST FORGE COMPANY                                  Area Code 517-546-3441
2440 W. HIGHLAND RD
HOWELL, MI 48893                                    Number    042155

                          INFORMATION AND INSTRUCTIONS
   CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT

1.   Submit one original copy of the Certificate of Change of Registered Office
     and/or Change of Resident Agent. A microfilm copy will be prepared for the
     records in the Corporation and Securities Bureau and the original copy will
     be returned to the address appearing in the box above as evidence of the
     filing.

     Since the corporate documents are microfilmed for the Bureau's files, it is
     imperative that the document submitted for filing be legible so that a
     usable microfilm can be obtained. Corporate documents with poor black and
     white contrast will be rejected.

2.   Insert the present address of the registered office in part 2 of the
     Certificate. This address must agree with the address of the registered
     office as designated in the articles of incorporation or subsequent
     corporate certificate reflecting a change as filed with the Corporation and
     Securities Bureau.

3.   A post office box may not be designated as the address of the registered
     office. The mailing address may differ from the address of the registered
     office only if a post office box address in the same city as the registered
     office is designated as the mailing address.

4.   Insert the name of the present resident agent in part 4 of the Certificate.
     This name must agree with the name of the resident agent as designated in
     the articles of incorporation or subsequent corporate certificate
     reflecting a change as filed with the Corporation and Securities Bureau.

5.   The Certificate must be signed in ink by the chairperson or
     vice-chairperson of the board, or the president, vice-president, secretary
     or assistant secretary of the corporation.

6.   Filing Fee: $5.00. (Make remittance payable to State of Michigan)

7.   Mail form and remittance to:

        Michigan Department of Commerce
        Corporation and Securities Bureau
        Corporation Division
        P.O. Box 30054
        Lansing, Michigan 48909
        Tel. (517)-373-0493


GOLD SEAL APPEARS ONLY ON ORIGINAL


- --------------------------------------------------------------------------------
      MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
(FOR BUREAU USE ONLY)                                             Date Received
                                                                  --------------
                                                                  AUG 23 1984
                                            FILED                 --------------

                                          SEP 4 1984
                                         Administrator            --------------

                                MICHIGAN DEPARTMENT OF COMMERCE
                                Corporation & Securities Bureau   --------------
- --------------------------------------------------------------------------------

   CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT
                  FOR USE BY DOMESTIC AND FOREIGN CORPORATIONS

        (Please read Instructions on reverse side before completing form)

     Pursuant to the provisions of Act 284, Public Acts of 1972, as amended
(profit corporations), or Act 162, Public Acts of 1982 (nonprofit corporations),
the undersigned corporation executes the following Certificate:

1.  The name of corporation is: CAST FORGE COMPANY

2.  The corporation identification number (CID) assigned by the Bureau is:
    042-155

3.  a. The address of the registered office as currently on file with the Bureau
       is:

     2440 W. Highland                 Howell,                  48893
    ----------------------------------------  Michigan -----------------------
    (Street Address)                 (City)                  (ZIP Code)

    b. The mailing address of the registered office if different than above is:

    --------------------------------------------, Michigan ---------------------
    (P.O. Box)                   (City)                         (ZIP Code)

    c. The name of the resident agent as currently on file with the Bureau is:

                    J. Robert Vess

 4. (Complete if the address of the registered office is changed)
    The address of the registered office is changed to: c/o THE CORPORATION
    COMPANY

       615 Griswold Street            DETROIT                         48226
    ---------------------------------------------, Michigan --------------------
    (Street Address)                    (City)                     (ZIP Code)

    The mailing address of the registered office if different than above is:

    ---------------------------------------------------, Michigan --------------
    (P.O. Box)                        (City)                       (ZIP Code)

5.  (Complete if the resident agent is changed)
    The name of the successor resident agent is:

                              THE CORPORATION COMPANY

6.  The corporation further states that the address of its registered office and
    the address of the business office of its resident agent, as changed, are
    identical.

7.  The above changes were authorized by resolution duly adopted by its board of
    directors of trustees.
                                               Signed this 22 day of March, 1984

                                               By /s/ Richard F. Darke
                                                  ------------------------------
                                                          (Signature)

                                           Richard F. Darke, Assistant Secretary
                                           -------------------------------------
                                               (Type or Print Name and Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL



DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS INDICATED
IN THE BOX BELOW, Include name, street and number (or P.O. box),
city, state and ZIP code.

            C T CORPORATION SYSTEM               Telephone:
            Att: Denise I. Smith                    Area Code 313
            615 Griswold St., Ste. 1414
            Detroit, MT 48226                       Number 961-3070

                          INFORMATION AND INSTRUCTIONS

1. Submit one original copy of this document. Upon filing, a microfilm copy
   will be prepared for the records of the Corporation and Securities Bureau.
   The original copy will be returned to the address appearing in the box above
   as evidence of filing.

   Since this document must be microfilmed, it is important that the filling be
   legible. Documents with poor black and white contrast, or otherwise
   illegible, will be rejected.

2. The document is to be used pursuant to section 242 of the Act by domestic and
   foreign profit and nonprofit corporations for the purpose of changing their
   registered office or resident agent, or both.

3. Item 2 -- Enter the Identification number previously assigned by the Bureau.
   If this number is unknown, leave it blank.

4. Item 3 -- The address of the registered office and name of the resident
   agent must be the same as are designated in the articles of incorporation or
   subsequent change filed with the Bureau.

5. Item 4 -- A post office box may not be designated as the address of the
   registered office. The mailing address may differ from the address of the
   registered office only if a post office box address in the same city as the
   registered office is designated as the mailing address.

6. This certificate must be signed in ink by the president, vice-president,
   chairperson, vice-chairperson, secretary or assistant secretary of the
   corporation.

7  FEES: Filing fee (Make remittance payable to State of Michigan) ........$5.00

8. Mail form and fee to:

         Michigan Department of Commerce
         Corporation and Securities Bureau
         Corporation Division
         P.O. Box 30054
         Lansing, Michigan 48909
         Telephone: (517) 373-0493

GOLD SEAL APPEARS ONLY ON ORIGINAL



       RECEIVED                                              FILED

      JUN 16 1987                                         JUN 16 1987

MICHIGAN DEPT. OF COMMERCE                               Administrator
                                                MICHIGAN DEPARTMENT OF COMMERCE
                                                Corporation & Securities Bureau

                            CERTIFICATE OF AMENDMENT

                                     to the

                       RESTATED ARTICLES OF INCORPORATION

         The undersigned corporation executes the following Certificate of
Amendment to its Restated Articles of Incorporation pursuant to the provisions
of Section 631, Act 284, Public Acts of 1972, as amended:

      1. The name of the Corporation is CAST FORGE COMPANY.

      2. The location of the registered office is the Corporation Company, 615
         Griswold St, Datroit MI 48226

      3. The following amendment to the Restated Articles of Incorporation was
         adopted on May 7, 1987, by the shareholders in accordance with Section
         631(2), Act 284, Public Acts of 1972, as amended. The necessary number
         of shares as required by statute was voted in favor of the amendment:

         Resolved that Article I of the Restated Articles of Incorporation be
      amended to read as follows:

                  The name of the corporation is WESTERN WHEEL HOWELL, INC.

Dated: June 1, 1987                                 CAST FORGE COMPANY

                                                    By /s/ Richard F. Darke
                                                       -------------------------
                                                       Richard F. Darke
                                                       Vice President

C T CORPORATION SYSTEM                              By /s/ Bairy J. Miller
ATT: MIKE DALIDA                                       -------------------------
615 Griswold, Ste. 1414                                Bairy J. Miller
DETROIT, MI 48226                                      Assistant Secretary

GOLD SEAL APPEARS ONLY ON ORIGINAL



            FILED                                              RECEIVED

         JUL 06 1992                                          JUN 25 1992

        Administrator                                 MICHIGAN DEPT. OF COMMERCE
MICHIGAN DEPARTMENT OF COMMERCE
Corporation & Securities Bureau

                            CERTIFICATE OF AMENDMENT

                                     to the

                            ARTICLES OF INCORPORATION

                  The undersigned corporation executes the following Certificate
         of Amendment to its Restated Articles of Incorporation pursuant to the
         provisions of Section 631, Act 284, Public Acts of 1972, as amended:

                  1.       The name of the Corporation is WESTERN WHEEL HOWELL,
         INC.

                  2.       The location of the registered office is the
         Corporation Company, 615 Griswold St., Detroit MI 48226.

                  3.       The following amendment to the Restated Articles of
         Incorporation was adopted on June 22, 1992 by its sole shareholder in
         accordance with Sections 407(2) and 611(2), Act 284, Public Acts of
         1972, as amended:

                  RESOLVED, that Article VIII of the Restated Articles of
             Incorporation be amended to read as follows:

                           The duration of the corporation is perpetual.

         Dated: June 22, 1992                    WESTERN WHEEL HOWELL, INC.

                                                 By: /s/ Rajesh K. Shah
                                                     ----------------------
                                                     Name: Rajesh K. Shah
                                                     Title: Vice President

                                                 By: /s/ Barry J. Miller
                                                     ----------------------
                                                     Name: Barry J. Miller
                                                     Title: Assistant Secretary

GOLD SEAL APPEARS ONLY ON ORIGINAL




DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS
INDICATED IN THE BOX BELOW. Include name, street and number
(or P.O. box), city, state and ZIP code.

         C T CORPORATION SYSTEM
         ATTN LAURA D'ANTONIO
         1633 BROADWAY
         NEW YORK NY 10019

GOLD SEAL APPEARS ONLY ON ORIGINAL



       [CT SYSTEM LOGO]

        May 5, 1993

                                                                   
C T Corporation System    Thomas Pierson, Deputy Director    MAY 06 1993              FILED
1633 Broadway             Michigan Department of Commerce
New York, NY 10019        Corporation & Security Bureau                             MAY 14 1993
212 246 5070              6546 Mercantile Way
                          Lansing, Michigan 48909                                   Administrator

                                                                            MICHIGAN DEPARTMENT OF COMMERCE
                                                                            CORPORATION & Securities Bureau



                                               By /s/ [ILLEGIBLE]
                                               CORPORATION AND SECURITIES BUREAU

RE: CHANGE OF REGISTERED OFFICE ADDRESS

Dear Mr. Pierson,

This letter is to certify that The Corporation Company has changed its address
from: 615 Griswold Street, Detroit, Michigan 48226 to: 30600 Telegraph Road,
Bingham Farms, Michigan 48025. We will notify all active corporations for which
The Corporation Company is the resident agent of this change of address.

Enclosed is our check for $52,000.00 to cover the filing fee for the 10,294
active profit and non-profit corporations for which your records indicate The
Corporation Company is agent. This payment will include the fee for providing us
with an alphabetical listing of the names of all the corporations for which the
registered office has been changed. Also included in this paymen is the fee for
a clean-up list which we will request within 30 days of the filing.

Please confirm in writing the date that this change was effectuated on your
records.

Thank you in advance for your cooperation in this matter.

Very truly yours,

/s/ Kenneth J. Uva
Kenneth J. Uva
Vice President

KJU:mh
encl.

Sworn before me this 5th day of May, 1993.

       /s/ Theresa Alfieri
           THERESA ALFIERI
   Notary Public, State of New York
            No. 4703698
      Qualified in Kings County
Certificate filed in New York County
   Commission Expires Dec. 31, 1993

GOLD SEAL APPEARS ONLY ON ORIGINAL


C&S 515                                        [ILLEGIBLE]  0722  DRG&FI  $12.50

          RECEIVED                                              FILED

         JUL 21 1994                                         JUL 21 1994

  Michigan Dept. of Commerce                               Administrator
Corporation & Securities Bureau                  MICHIGAN DEPARTMENT OF COMMERCE
                                                 Corporation & Securities Bureau

                            CERTIFICATE OF AMENDMENT

                                     TO THE

                       RESTATED ARTICLES OF INCORPORATION

         The undersigned corporation executes the following Certificate of
Amendment of its Restated Articles of Incorporation pursuant to the provisions
of Sections 631, Act 284, Public Acts of 1972, as amended:

         1. The present name of the Corporation is WESTERN WHEEL HOWELL, INC.

         2. The corporation identification number assigned by the Corporation
and Securities Bureau of the Department of Commerce of the State of Michigan is
042-155.

         3. The location of the registered office of the Corporation is c/o The
Corporation Company, 30600 Telegraph Road, Bingham Farms, Michigan 48025.

         4. Article 1 of the Restated Articles of Incorporation is hereby
amended to read as follow:

                  The name of Corporation is HAYES WHEELS

                  INTERNATIONAL-MICHIGAN, INC.

         5. The foregoing amendment to the Restated Articles of Incorporation
was duly adopted by the written consent of all of the shareholders entitled to
vote thereon in accordance with the provisions of Section 407 of the Business
corporation Act.

                                                 WESTERN WHEEL HOWELL, INC.


                                                 By: /s/ R. Cucuz
                                                     ---------------------------
                                                     R. Cucuz
                                                     Chairman of the Board

Prepared by:

Barry J. Miller                                  By: /s/ Barry J. Miller
Attorney at Law (P-25079)                            ---------------------------
38481 Huron River Drive                              Barry J. Miller
Romulus, MI 48174                                    Assistant Secretary
(313)942-8031

GOLD SEAL APPEARS ONLY ON ORIGINAL



DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS
INDICATED IN THE BOX BELOW. Include name, street and number
(or P.O. box), city, state and ZIP code.

          ATTN: CHERYL J. KRAWCZYK

          MICHIGAN RUNNER SERVICE
          P.O. BOX 266
          EATON RAPIDS, MI 48827

Name of person of organization
remitting fees: MICHIGAN RUNNER SERVICE
(517)663-2525 Ref# (42851)
_______________________________________

_______________________________________
Preparer's name and business
telephone number:
_______________________________________

 (      )
_______________________________________

GOLD SEAL APPEARS ONLY ON ORIGINAL



[ILLEGIBLE]

- --------------------------------------------------------------------------------
       MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
                                       (FOR BUREAU USE ONLY)

                                                     944E#5316 1117 DRG&FI $5.00

Date Received                                                  FILED

     NOV 17 1994
- ----------------                                            NOV 18 1994

                                                           Administrator
                                                 MICHIGAN DEPARTMENT OF COMMERCE
                                                 Corporation & Securities Bureau

- -------------------------------------------------
Name
  Michael R. Dalida C/O THE CORPORATION CO.
- -------------------------------------------------
Address
         30600 Telegraph Road STE, 3275
- -------------------------------------------------
City                    State         Zip Code
  Bingham Farms       Michigan         48025      EFFECTIVE DATE:
- -------------------------------------------------
- -DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE-

   CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT
  FOR USE BY DOMESTIC AND FOREIGN CORPORATIONS AND LIMITED LIABILITY COMPANIES

           (Please read information and instructions on reverse side)

     Pursuant to the provisions of Act 264, Public of 1972 profit corporations,
Act 162, Public Acts of 1982 (nonprofit corporation), of Act 23, Public Acts of
1993 limited liability companies, the undersigned corporation of limited
liability company executes the following Certificate:

1.  The name of the corporation or limited liability company is:

          Hayes Wheels International-Michigan, Inc.

2.  The identification number assigned by the Bureau is:  042-155

3.  a. The name of the resident agent on file with the Bureau is:
       The Corporation Company

    b. The location of its registered office is:

        30600 Telegraph Rd. Bingham Farms , Michigan        48025
        ----------------------------------           ---------------------
        (Street Address)        (City)                   (ZIP Code)

    c. The mailing address of the above registered office on file with the
       Bureau is:

                                         , Michigan
    -------------------------------------           --------------------
        (P.O. Box)             (City)                   (ZIP Code)

ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD

4   a. The name of the resident agent is:  Daniel M. Sandberg

    b. The address of the registered office is:

      38481 Huron River Dr.      Romulus  , Michigan       48174
    --------------------------------------           -------------------
        (Street Address)        (City)                  (ZIP Code)

c.  The mailing address of the registered office IF DIFFERENT THAN 4B is:

                                         , Michigan
    -------------------------------------           --------------------
        (P.O. Box)             (City)                   (Zip Code)

5.  The above changes were authorized by resolution duly adopted by : 1. ALL
    CORPORATIONS: its board of directors; 2. PROFIT CORPORATIONS ONLY: the
    resident agent if only the address of the registered office is changed, in
    which call a copy of this statement has been mailed to the corporation; 3.
    LIMITED LIABILITY COMPANIES: an operating agreement, affirmative value of a
    majority of the members pursuant to section 502(1), managers pursuant to
    section 405, or the resident agent if only the address of the registered
    office and the address of its resident agent as changed are identical.

Data Signed: 11/9/94                        Signed by: /s/ Barry J. Miller
                                                       ---------------------
(ILLEGIBLE)                                          Barry J. Miller
                                      (Type or Print Name) (Type of Print Title)
                                                    Assistant Secretary

GOLD SEAL APPEARS ONLY ON ORIGINAL


[ILLEGIBLE]                                      941B#3994  1121  DRG&FI  $10.00
- --------------------------------------------------------------------------------
       MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
Date Received                                       (FOR BUREAU USE ONLY)
NOV 21 1994
- ------------------------                                    FILED

                                                         NOV 22 1994
- ------------------------
- -------------------------------------------               Administrator
Name C T CORPORATION SYSTEM                      MICHIGAN DEPARTMENT OF COMMERCE
     MICHAEL R. DALIDA                           Corporation & Securities Bureau
- -------------------------------------------
Address
         30600 TELEGRAPH RD., STE. 3275
- -------------------------------------------
City             State            Zip Code
BINGHAM FARMS,     MI                48025   EXPIRATION DATE:  DECEMBER 31, 1999
- -------------------------------------------
- -DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

                          CERTIFICATE OF ASSUMED NAME
  FOR USE BY CORPORATION, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES

           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or limited
liability company in item one exercise the following Certificate:

1.  The true name of the corporation, limited partnership, or limited company
    is:

         Hayes Wheels International-Michigan, Inc.

2.  The identification number assigned by the Bureau is:  042-155

3.  The location of the corporation or limited liability company registered
    office in Michigan or the office at which the limited partnership records
    are maintained is:

        38481 Huron River Drive          Romulus        MI        48174
    ----------------------------------------------------------------------------
          (Street Address)               (City)      (State)   (ZIP Code)

4.  The assumed name under which business is to be transacted is:  Western Wheel

                  COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE
                  THAN ONE ENTITY.

                        Signed this 7th day of November, 1994

                        By /s/ Barry J. Miller
                           --------------------------------------------------
                                        (Signature)

                               Barry J. Miller         Assistant Secretary
                           --------------------------------------------------
                             (Type or Print Name)     (Type or Print Title)


                           --------------------------------------------------
                             (Limited Partnerships Only - Indicate Name of
                           General Partner if a corporation or other entity)

(MICH. - 2506 - 7/6/93)

GOLD SEAL APPEARS ONLY ON ORIGINAL


[ILLEGIBLE]

5.  If the same is assumed by two or more corporation, limited partnerships, or
    limited liability companies, or any combination thereof, each participant
    corporation, limited partnership, or limited liability company shall file a
    separate certificate. Each assumed name certificate shall reflect the
    correct true name or qualifying assumed name of the other corporations,
    limited partnerships, or limited liability companies which are
    simultaneously adopting the same assumed name.

    An entity that already has the assumed name shall simultaneously file a
    Certificate of Termination of Assumed Name and a new Certificate of Assumed
    Name.

    Listed below in alphabetical order are the participating corporations and/or
    limited partnerships and/or limited liability companies and their
    identification numbers.

    1.  Haves Wheels International, Inc.                              [622-771]

    2.                                                                [   -   ]
    ______________________________________________________________

    3.                                                                [   -   ]
    ______________________________________________________________

    4.                                                                [   -   ]
    ______________________________________________________________

    5.                                                                [   -   ]
    ______________________________________________________________

    6.                                                                [   -   ]
    ______________________________________________________________

    7.                                                                [   -   ]
    ______________________________________________________________

    8.                                                                [   -   ]
    ______________________________________________________________

    9.                                                                [   -   ]
    ______________________________________________________________

    10.                                                               [   -   ]
    ______________________________________________________________

    11.                                                               [   -   ]
    ______________________________________________________________

    12.                                                               [   -   ]
    ______________________________________________________________

    13.                                                               [   -   ]
    ______________________________________________________________

    14.                                                               [   -   ]
    ______________________________________________________________

    15.                                                               [   -   ]
    ______________________________________________________________

(MICH. - 2506)

GOLD SEAL APPEARS ONLY ON ORIGINAL


[ILLEGIBLE]                                      941B#3994  1121  DRG&FI  $10.00
- --------------------------------------------------------------------------------
       MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
Date Received                                   (FOR BUREAU USE ONLY)

  NOV 21 1994                                           FILED
- --------------
                                                      NOV 22 1994

- --------------                                       Administrator
- -------------------------------------------   MICHIGAN DEPARTMENT OF COMMERCE
Name C T CORPORATION SYSTEM                   Corporation & Securities Bureau
     MICHAEL R. DALIDA
- -------------------------------------------
Address
  30600 TELEGRAPH RD.,    STE.       3275
- -------------------------------------------
City                     State     Zip Code

  BINGHAM FARMS,          MI         48025   EXPIRATION DATE:  DECEMBER 31, 1999
- -------------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

                          CERTIFICATE OF ASSUMED NAME
 FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES

           (Please read information and instructions on reverse side)

         Pursuant to the provision of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership or limited
liability company in item one executes the following Certificate:

1.  The true name of the corporation, limited partnership, or limited liability
    company is:

    Hayes Wheels International - Michigan, Inc.

2.  The identification number assigned by the Bureau is:  042-155

3.  The location of the corporation or limited liability company registered
    office in Michigan or the office at which the limited partnership records
    are maintained is:

     38481 Huron River Drive            Romulus        MI          48174
    ----------------------------------------------------------------------------
       (Street Address)                 (City)      (State)      (ZIP Code)

4.  The assumed name under which business is to be transacted is:

    Hayes Wheel

                  COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE
                  THAN ONE ENTITY.

                                  Signed 7th day of November, 1994

                                  By /s/ Barry J. Miller
                                     -------------------------------------------
                                                     (Signature)

                                       Barry J. Miller      Assistant Secretary
                                     -------------------------------------------
                                     (Type or Print Name)  (Type or Print Title)

(MICH. - 2506 - 7/6/93)

GOLD SEAL APPEARS ONLY ON ORIGINAL



5.  If the same name is assumed by two or more corporations, limited
    partnerships, or limited liability companies, or any combination thereof,
    each participant corporation, limited partnership, or limited liability
    company shall file a separate certificate. Each assumed name certificate
    shall reflect the correct true name or qualifying assumed name of the other
    corporations, limited partnerships, or limited liability companies which are
    simultaneously adopting the same assumed name.

    An entity that already has the assumed name shall simultaneously file a
    Certificate of Termination of Assumed Name and a new Certificate of Assumed
    Name.

    Listed below in alphabetical order are the participating corporations and/or
    limited partnerships and/or limited liability companies and their
    identification numbers.

    1. Hayes Wheels International, Inc.                                  622-771

    2.                                                                      -
    _________________________________________________________________   ________

    3.                                                                      -
    _________________________________________________________________    _______

    4.                                                                      -
    _________________________________________________________________    _______

    5.                                                                      -
    _________________________________________________________________    _______

    6.                                                                      -
    _________________________________________________________________    _______

    7.                                                                      -
    _________________________________________________________________    _______

    8.                                                                      -
    _________________________________________________________________    _______

    9.                                                                      -
    _________________________________________________________________    _______

    10.                                                                     -
    _________________________________________________________________    _______

    11.                                                                     -
    _________________________________________________________________    _______

    12.                                                                     -
    _________________________________________________________________    _______

    13.                                                                     -
    _________________________________________________________________    _______

    14.                                                                     -
    _________________________________________________________________    _______

    15.                                                                     -
    _________________________________________________________________    _______

(MICH. - 2506)

GOLD SEAL APPEARS ONLY ON ORIGINAL


                   ADJUSTED TO AGREE        ADJUSTED PURSUANT TO
 RECEIVED         WITH BUREAU RECORDS     TELEPHONE AUTHORIZATION      FILED

FEB 05 1998                 CERTIFICATE OF AMENDMENT                FEB 05 1998
                                     TO THE
                       RESTATED ARTICLES OF INCORPORATION

           Administrator                             Administrator
   MI DEPT. OF CONSUMER & INDUSTRY           MI DEPT. OF CONSUMER & INDUSTRY
SERVICES CORPORATION, SECURITIES & LAND  SERVICES CORPORATION, SECURITIES & LAND
           DEV. BUREAU                           DEVELOPMENT BUREAU

         The undersigned corporation executes the following Certificate of
amendment to its Restated Articles of Incorporation pursuant to the provisions
of Section 631, Act 284, Public Acts of 1972, as amended:

         1.       The present name of the Corporation is HAYES WHEELS
INTERNATIONAL-MICHIGAN, INC.,

         2.       The corporation identification number assigned by the
Corporation and Securities Bureau Department of Commerce of the State of
Michigan is 042-155.

         3.       The location of the registered office of the Corporation is
38481 Huron River Dr. Romulus, MI 48174

         4.       Article I of the Restated Articles of Incorporation is hereby
amended to read as follows:


                  The name of the Corporation is HAYES LEMMERZ INTERNATIONAL-
MICHIGAN, INC.

         5.       The foregoing amendment to the Restated Articles of
Incorporation was duly adopted by the written consent of all of the shareholders
entitled to vote thereon in accordance with the provisions of Section 407 of the
Business Corporation Act.

                                          ADOPTED 1/5/98
                                          SIGNED  1/7/98

                                          HAYES WHEELS INTERNATIONAL-
                                          MICHIGAN, INC.

                                          By: /s/ William D. Shovers
                                              ------------------------
Prepared by:                                  William D. Shovers
                                              Vice President - Finance

                                          By: /s/ Patrick B. Carey
                                              ------------------------
                                              Patrick B. Carey
                                              Assistant Secretary

GOLD SEAL APPEARS ONLY ON ORIGINAL




DOCUMENT WILL BE RETURNED TO NAME      Name of person or organization
AND MAILING ADDRESS INDICATED IN       remitting fees: MICHIGAN RUNNER SERVICE
THE BOX BELOW. Include name, street    (517) 663--2525 Ref # (86769)
and number or P.O. box), city,         _________________________________________
state and ZIP code.
                                       _________________________________________

[Attn: Cheryl J. Bixby]                 Preparer's name and bysinees
[MICHIGAN RUNNER SERVICE]               telephone number:
[P.O. Box 266]                          ________________________________________
[Eaton Rapids, MI. 48827-0266]
                                        (_______)_______________________________

GOLD SEAL APPEARS ONLY ON ORIGINAL



- --------------------------------------------------------------------------------
             MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
              CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------

Date Received                                       (FOR BUREAU USE ONLY)
FEB 17 1998
                                                            FILED

    ADJUSTED PURSUANT TO                                 FEB 19 1998
  TELEPHONE AUTHORIZATION
  WITH MICHAEL R. DALIDA                                Administrator
                                                 MI DEPT. OF CONSUMER & INDUSTRY
                                              SERVICES CORPORATION, SECURITIES &
                                                   LAND DEVELOPMENT BUREAU

- ------------------------------------
Name
[Attn: Michael R. Dalida,
Customer Specialist
C T Corporation System
30600 Telegraph Rd Ste 3275
Bingham Farms MI 48025                        EXPIRATION DATE: DECEMBER 31, 2003
- ------------------------------------

- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

                           CERTIFICATE OF ASSUMED NAME
  FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES

            (Please read information and instructions on reverse side)

       Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
 corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213,
   Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or limited
       liability company in item one executes the following Certificate:

1.       The name of the corporation, limited partnership, or limited liability
         company is:

         Hayes Lemmerz International - Michigan, Inc.

2.       The identification number assigned by the Bureau is: 042-155

3.       The location of the corporation or limited liability company registered
         office in Michigan or the office at which the limited partnership
         records are maintained is:

         38481 Huron River Dr. Romulus                 MI            48174
         ------------------------------------  ---------------------------------
           (Street Address)           (City)         (State)       (ZIP Code)

4.       The assumed name under which business is to be transacted is:

         Hayes Wheels International - Michigan, Inc.

 COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

                  Signed this 19th day of January, 1998
                     Hayse Lammerz International - Michigan, Inc.

                  By /s/ Daniel M. Sandberg
                     -----------------------
                           (Signature)

                      Daniel M. Sandberg         Vice President & Secretary
                  --------------------------------------------------------------
                     (Type of Print Name)           (Type or Print Title)

                  --------------------------------------------------------------
                  (Limited Partnerships Only - Indicate Name of General Partner
                             if a corporation or other entity)

GOLD SEAL APPEARS ONLY ON ORIGINAL



- --------------------------------------------------------------------------------
              MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
              CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------

Date Received                                      (FOR BUREAU USE ONLY)
JUN 21 1999
- ---------------------------------
                                                            FILED

                                                         JUN 21 1999

                                                        Administrator
                                             CORP. SECURITIES & LAND DEV. BUREAU
- ---------------------------------
Name
         517--663--2525 Ref # 94118
         Attn: Cheryl J. Bixby
Address  MICHIGAN RUNNER SERVICE
         P.O. Box 266
City     Eaton Rapids, MI 48827              EFFECTIVE DATE:
- ---------------------------------

- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

           CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
                    FOR USE BY DOMESTIC PROFIT CORPORATIONS
          (Please read information and instructions on the last page)

         Pursuant to the provision of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Act of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:

1.       The present name of the corporation is: HAYES LEMMERZ INTERNATIONAL -
         MICHIGAN, INC.

2.       The identification number assigned by the Bureau is: 042-155

3.       The location of its registered office is:

38481 Huron River Drive                   Romulus, Michigan      48174
- -------------------------------------------------           ------------------
    (Street Address)                       (City)             (ZIP Code)

4.       Article I of the Articles of Incorporation is hereby amended to read as
         follows:

         The name of the corporation is HAYES LEMMERZ INTERNATIONAL - HOWELL,
         INC.

Article IV of the Articles of Incorporation is hereby amended to read as
follows:

1.       The address of the registered office is 15300 Centennial Drive,
         Northville, Michigan 48167.

3.       The name of the resident agent at the registered office is
         Patrick B. Carey.

GOLD SEAL APPEARS ONLY ON ORIGINAL




5.       (FOR AMENDMENTS ADOPTED BY UNANIMOUS CONSENT OF INCORPORATORS BEFORE
         THE FIRST MEETING OF THE BOARD OF DIRECTORS OF TRUSTEES.)

         The foregoing amendment to the Articles of Incorporation was duly
         adopted on the _________ day of ______, 19____, in accordance with the
         provision of the Act by the unanimous consent of the incorporator(s)
         before the first meeting of the Board of Directors of Trustees.

                       Signed this _________ day of __________ 19___.

         _________________________________   _________________________________
                    (Signature)                         (Signature)

         _________________________________   _________________________________
               (Type or Print Name)                 (Type or Print Name)

         _________________________________   _________________________________
                    (Signature)                         (Signature)

         _________________________________   _________________________________
               (Type or Print Name)                 (Type or Print Name)

6.       (FOR PROFIT CORPORATIONS, AND FOR NONPROFIT CORPORATIONS WHOSE ARTICLES
         STATE THE CORPORATION IS ORGANIZED ON A STOCK OR ON A MEMBERSHIP
         BASIS.)

         The foregoing amendment to the Articles of Incorporation was duly
         adopted on the 30th day of April, 1999 by the shareholders if a profit
         corporation, or by the shareholders or members if a nonprofit
         corporation (check one of the following)


         [ ] at a meeting. The necessary votes were cast in favor of the
             amendment.

         [ ] by written consent of the shareholders or members having not less
             than the minimum number of votes required by statute in accordance
             with Section 407(1) and (2) or the Act if a nonprofit corporation,
             or Section 407(1) of the Act if a profit corporation. Written
             notice to shareholders or members who have not consented in writing
             has been given. (Note: Written consent by less than all of the
             shareholders or members is permitted only if such provision appears
             in the Articles of incorporation.)

         [X] by written consent of all the shareholders or members entitled to
             vote in accordance with section 407(3) of the Act if a nonprofit
             corporation, or Section 407(2) of the Act if a profit corporation.

                   Signed this 17th day of June, 1999

                   By /s/ William D. Shovers
                      ----------------------------------------------------------
                      (Signature of President, Vice-President, Chairperson,
                                       Vice-Chairperson)

                    William D. Shovers                   Vice-President
                   -------------------------------------------------------------
                   (Type or Print Name)              (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL



7.       (FOR A NONPROFIT CORPORATION WHOSE ARTICLES STATE THE CORPORATION IS
         ORGANIZED ON A DIRECTORSHIP BASIS.)

         The foregoing amendment to the Articles of Incorporation was duly
         adopted on the _________ day of ___________, 19___ by the directors of
         a nonprofit corporation whose articles of incorporation state it is
         organized on a directorship bases (check one of the following)

         [ ] at a meeting. The necessary votes were case in favor of the
             amendment.

         [ ] by written consent of all directors pursuant to Section 525 of the
             Act.


                   Signed this ___________ day of ________, 19___

                   By __________________________________________________________
                      (Signature of President, Vice-President, Chairperson,
                                       Vice-Chairperson)

                   _____________________________________________________________
                   (Type or Print Name)              (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL


- --------------------------------------------------------------------------------
             MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
              CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
                                           (FOR BUREAU USE ONLY)

Date Received     JUN 28 1999                              FILED
                                                         JUN 28 1999
- ------------------------------
Ph. 517-663-2525 Ref #14366                             Administrator
Attn: Cheryl J. Bixby                        CORP. SECURITIES & LAND DEV. BUREAU
MICHIGAN RUNNER SERVICE
P.O. BOX 266                                 EXPIRATION DATE: DECEMBER 31, 2004
Eaton Rapids, MI 48827                       -----------------------------------
- ------------------------------
- - DOCUMENT WILL BE RETURNED TO THE
   NAME AND ADDRESS YOU ENTER ABOVE -

                          CERTIFICATE OF ASSUMED NAME
 FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES
           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or limited
liability company in item one executes the following Certificate;

1.       The true name of the corporation, limited partnership, or limited
         liability company is:

         HAYES LEMMERZ INTERNATIONAL - HOWELL, INC.

2.       The identification number assigned by the Bureau is:  042-155

3.       The location of the corporation or limited liability company registered
         office in Michigan or the office at which the limited partnership
         records are maintained is:

         15300 Centennlal Drive     Northville       Michigan        48167
         -----------------------------------------------------------------------
            (Street Address)          (City)         (State)       (Zip Code)

4.       The assumed name under which business is to be transacted is:

         HAYES LEMMERZ INTERNATIONAL - MICHIGAN, INC. [x]

   COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

                                    Signed this 17th day of June. 1999

                                    By /s/ William D. Shovers
                                       ---------------------------------------
                                                (Signature)

                                    William D. Shovers         Vice President
                                    --------------------------------------------
                                    (Type or Print Name)   (Type or Print Title)

                                    --------------------------------------------
                                    (Limited Partnership Only - Indicate Name of
                                         General Partner if a corporation or
                                                    other entity)

GOLD SEAL APPEARS ONLY ORIGINAL



- --------------------------------------------------------------------------------
              MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
              CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received                         (FOR BUREAU USE ONLY)
     APR 11 2000
- -----------------
                 This document is                           FILED
                 effective on the date
                 filed, unless a                         APR 13 2000
                 subsequent effective
                 date within 90 days after              Administrator
                 received date is stated    CORP., SECURITIES & LAND DEV. BUREAU
                 in the document.
                                             EXPIRATION DATE:
                                             DECEMBER 31, 2005
- ------------------------------               -----------------------------------
Name _________________________

517-663-2525 Ref # 02802
Attn: Cheryl J. Bixby
MICHIGAN RUNNER SERVICE
P.O. Box 226
Eaton Rapids, MI 48827
- ------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE. -
   IF LEFT BLANK DOCUMENT WILL BE MAILED TO THE REGISTERED OFFICE.

                          CERTIFICATE OF ASSUMED NAME
   FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES
           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or limited
liability in item one executes the following Certificate:

1.       The name of the corporation, limited partnership, or limited liability
         company is:

                   HAYES LEMMERZ INTERNATIONAL - HOWELL, INC.

2.       The identification number assigned by the Bureau is: 042155

3.       The assumed name under which business is to be transacted is: HAYES
         WHEELS [x]

4.       This document is hereby signed as required by the Act.

  COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

                                    Signed this 3rd day of April, 2000

                                    By /s/ William D. Shovers
                                       -----------------------------------------
                                                    (Signature)

                                    William D. Shovers        Vice President
                                    --------------------------------------------
                                    (Type or Print Name)   (Type or Print Title)

                                    --------------------------------------------
                                    (Limited Partnerships Only - Indicate Name
                                    of General Partner if the General Partner
                                    is a corporation or other entity)

GOLD SEAL APPEARS ONLY ON ORIGINAL



5.       If the same name is assumed by two or more corporations, limited
         partnerships, or limited liability companies, or any combination
         thereof, each participant corporation, limited partnership, or limited
         liability company shall file a separate certificate. Each assumed name
         certificate shall reflect the correct true name or qualifying assumed
         name of the other corporations, limited partnerships, or limited
         liability companies which are simultaneously adopting the same assumed
         name.

         An entity that already has the assumed name shall simultaneously file a
         Certificate of Termination of Assumed Name and a new Certificate of
         Assumed Name.

         Listed below in alphabetical order are the participating corporations
         and/or limited partnerships and/or limited liability companies and
         their identification numbers.

         1.       HAYES LEMMERZ INTERNATIONAL, INC.                  622771

         2.       HAYES LEMMERZ INTERNATIONAL - HOWELL, INC.         042155

         3.       ____________________________________________      ________

         4.       ____________________________________________      ________

         5.       ____________________________________________      ________

         6.       ____________________________________________      ________

         7.       ____________________________________________      ________

         8.       ____________________________________________      ________

         9.       ____________________________________________      ________

         10.      ____________________________________________      ________

         11.      ____________________________________________      ________

         12.      ____________________________________________      ________

         13.      ____________________________________________      ________

         14.      ____________________________________________      ________

         15.      ____________________________________________      ________

GOLD SEAL APPEARS ONLY ON ORIGINAL



- --------------------------------------------------------------------------------
              MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
              CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received                        (FOR BUREAU USE ONLY)

    APR 11 2000                                              FILED
- ---------------
                 This document is effective              APR 13 2000
                 on the date filed, unless
                 a subsequent effective
                 date within 90 days after              Administrator
                 received date is stated   CORP., SECURITIES & LAND DEV. BUREAU
                 in the document.
- -----------------------------                EXPIRATION DATE:
Name ________________________                DECEMBER 31, 2005
                                             -----------------------------------
517-663-2525 Ref # 02802
Attn: Cheryl J. Bixby
MICHIGAN RUNNER SERVICE
P.O. Box 266
Eaton Rapids, MI 48827
- -----------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE. -
   IF LEFT BLANK DOCUMENT WILL BE MAILED TO THE REGISTERED OFFICE.

                          CERTIFICATE OF ASSUMED NAME
 FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES
           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or limited
liability company in item one executes the following Certificate:

1.       The name of the corporation, limited partnership or limited liability
         company is: HAYES LEMMERZ INTERNATIONAL - HOWELL, INC.

2.       The identification number assigned by the Bureau is:  042155

3.       The assumed name under which business is to be transacted is: WESTERN
         WHEEL [x]

4.       This document is hereby signed as required by the Act.

  COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

                                    Signed this 3rd day of April, 2000

                                    By /s/ William D. Shovers
                                       -----------------------------------------
                                                       (Signature)

                                      William D. Shovers      Vice President
                                    --------------------------------------------
                                     (Type or Print Name)  (Type or Print Title)

                                    --------------------------------------------
                                    (Limited Partnerships Only Indicate Name of
                                    General Partner if the General Partner is a
                                    corporation or other entity)

GOLD SEAL APPEARS ONLY ON ORIGINAL



5.       If the same name is assumed by two or more corporations, limited
         partnerships, or limited liability companies, or any combination
         thereof, each participant corporation, limited partnership, or limited
         liability company shall file a separate certificate. Each assumed name
         certificate shall reflect the correct true name or qualifying assumed
         name of the other corporations, limited partnerships, or limited
         liability companies which are simultaneously adopting the same assumed
         name.

         An entity that already has the assumed name shall simultaneously file a
         Certificate of Termination of Assumed Name and a new Certificate of
         Assumed Name.

         Listed below in alphabetical order are the participating corporations
         and/or limited partnerships and/or limited liability companies and
         their identification numbers.

         1.       HAYES LEMMERZ INTERNATIONAL, INC.                  622771

         2.       HAYES LEMMERZ INTERNATIONAL - HOWELL, INC.         042155

         3.       ____________________________________________      ________

         4.       ____________________________________________      ________

         5.       ____________________________________________      ________

         6.       ____________________________________________      ________

         7.       ____________________________________________      ________

         8.       ____________________________________________      ________

         9.       ____________________________________________      ________

         10.      ____________________________________________      ________

         11.      ____________________________________________      ________

         12.      ____________________________________________      ________

         13.      ____________________________________________      ________

         14.      ____________________________________________      ________

         15.      ____________________________________________      ________

GOLD SEAL APPEARS ONLY ON ORIGINAL



- --------------------------------------------------------------------------------
              MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
                         BUREAU OF COMMERCIAL SERVICES
- --------------------------------------------------------------------------------
Date Received                        (FOR BUREAU USE ONLY)

- -------------                                                  FILED

                This document is effective on               APR 22 2002
                the date filed, unless a
                subsequent effective date               CIS Administrator
                within 90 days after received      BUREAU OF COMMERCIAL SERVICES
                date is stated in the document.            [ILLEGIBLE]

- ------------------------------------------------
Name
        Kelly Brushaber
- ------------------------------------------------
Address
        15300 Centennial Drive
- ------------------------------------------------
City                      State        Zip Code
        Northville,         MI           48167             EFFECTIVE DATE:
- ------------------------------------------------           ---------------

- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE. -
   IF LEFT BLANK DOCUMENT WILL BE MAILED TO THE REGISTERED OFFICE.

   CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT
  FOR USE BY DOMESTIC AND FOREIGN CORPORATIONS AND LIMITED LIABILITY COMPANIES
           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act 23,
Public Acts of 1993 (limited liability companies), the undersigned corporation
or limited liability company executes the following Certificate:

1.       The name of the corporation or limited liability company is:
         Hayes Lemmerz International - Howell, Inc.

2.       The identification number assigned by the Bureau is: 042-155

3.       a. The name of the resident agent on file with the Bureau is:
            Patrick B. Carey

         b. The location of the registered office on file with the Bureau is:

            15300 Centennial Drive     Northville   Michigan       48167
            --------------------------------------,          -------------------
              (Street Address)          (City)                   (Zip Code)

         c. The Mailing address of the above registered office on file with the
            Bureau is:

                Same as above                        Michigan
            ----------------------------------------,         ------------------
            (Street Address or P.O. Box)    (City)                (Zip Code)

  ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD

4.       a. The name of the resident agent is: Patrick C. Cauley

         b. The address of the registered office is:

            15300 Centennial Drive     Northville   Michigan         48167
            --------------------------------------,          -------------------
                (Street Address)        (City)                    (Zip Code)

         c. The mailing address of the registered office IF DIFFERENT THAN 4B
            is:
                                                    Michigan
            --------------------------------------,          -------------------
            (Street Address or P.O. Box)  (City)                  (Zip Code)

5.       The above changes were authorized by resolution duly adopted by: 1. ALL
         CORPORATIONS: Its Board of Directors; 2. PROFIT CORPORATIONS ONLY: the
         resident agent if only the address of the registered office is changed,
         in which case a copy of this statement has been mailed to the
         corporation; 3. LIMITED LIABILITY COMPANIES: an operating agreement,
         affirmative vote of a majority of the members pursuant to section
         502(1), managers pursuant to section 405, or the resident agent if only
         the address of the registered office is changed.

6.       The corporation or limited liability company further states that the
         address of its registered office and the address of its resident agent,
         as changed, are identical.

Signature               Type of Print Name and Title               Date Signed

/s/ [ILLEGIBLE]     Daniel M. Sandberg, Vice President            April 9, 2002

GOLD SEAL APPEARS ONLY ON ORIGINAL


                                                                    EXHIBIT 3.32

                                     BY-LAWS

                                       OF

                             CAST FORGE CORPORATION

                                    ARTICLE I

                                    Meetings.

                  Section 1. Place of Meeting. Any or all meetings of the
shareholders, and of the board of directors, of this corporation may be held
within or without the State of Michigan, provided that no meeting shall be held
at a place other than the registered office in Michigan, except pursuant to
by-law or resolution adopted by the board of directors.

                  Section 2. Annual Meeting of Shareholders. After the year
1962 an annual meeting of the shareholders shall be held in each year on the
third Monday in March, one of the purposes of which shall be the election of a
board of directors.

                  Section 3. Notice of Annual Meeting of Shareholders. At least
ten (10) days prior to the date fixed by Section 2 of this article for the
holding of the annual meeting of shareholders, written notice of the time, place
and purposes of such meeting shall be mailed, as hereinafter provided, to each
shareholder entitled to vote at such meeting.

                  Section 4. Delayed Annual Meeting. If, for any reason, the
annual meeting of the shareholders shall not be held on the day hereinbefore
designated, such meeting may be called and held as a special meeting, and the
same proceedings may be had thereat as at an annual meeting, provided, however,
that the notice of such meeting shall be the same herein required for the
annual meeting, namely, not less than a ten-day notice.

                  Section 5. Order of Business at Annual Meeting. The order of
business at the annual meeting of the shareholders shall be as follows:



                           (a)      Roll call,

                           (b)      Reading notice and proof of mailing,

                           (c)      Report of president,

                           (d)      Report of secretary,

                           (e)      Report of treasurer,

                           (f)      Election of directors,

                           (g)      Transaction of other business
                                       mentioned in the notice,

                           (h)      Adjournment,

provided that, in the absence of any objection, the presiding officer may vary
the order of business at discretion.

                  Section 6. Special Meetings of Shareholders. A special meeting
of the shareholders may be called at any time by the chairman of the board, or
by a majority of the board of directors, or by shareholders entitled to vote not
less than an aggregate of fifty (50%) per cent, of the outstanding shares of
the corporation having a right to vote at such special meeting. The method by
which such meeting may be called is as follows:

                  Upon receipt of specification in writing setting forth the
date and objects of such proposed special meeting, signed by the chairman of the
board, or by a majority of the board of directors, or by shareholders, as above
provided, the secretary of this corporation shall prepare, sign and mail the
notices requisite to such meeting.

                  Section 7. Notice of Special Meeting of Shareholders. At least
three (3) days prior to the date fixed for the holding of any special meeting of
shareholders, written notice of the time, place and purposes of such meeting
shall be mailed, as hereinafter provided, to each shareholder entitled to vote
at such meeting. No business not mentioned in the notice shall be transacted at
such meeting.

                  Section 8. Organization Meeting of Board. At the place of
holding the annual meeting of shareholders, and immediately following the same,
the board of directors as constituted upon final adjournment of such annual
meeting shall convene for the purpose of electing officers and transacting any
other business properly brought before it, provided, that the organization
meeting in any year may be held at a different time and place than that herein
provided by consent of a majority of the directors of such new board.

                                       -2-



                  Section 9. Regular Meetings of Board. Regular meetings of the
board of directors shall be held at such time and place as the board of
directors shall from time to time determine. No notice of regular meetings of
the board shall be required.

                  Section 10. Special Meetings of Board. Special meetings of the
board of directors may be called by the chairman of the board at any time and
may be called upon the written request of at least two members of the board of
directors by written notice, telegram or telephone of the time, place and
purpose thereof given at least two days before such meeting to each director,
but action taken at any such meeting shall not be invalidated for want of notice
if such notice shall be waived as hereinafter provided.

                  Section 11. Notices and Mailing. All notices required to be
given by any provision of these by-laws shall state the authority pursuant to
which they are issued (as, "by order of the chairman of the board", or "by
order of the board of directors", or "by order of shareholders", as the case may
be) and shall bear the written or printed signature of the secretary. Every
notice shall be deemed duly served when the same has been deposited in the
United States mail, with postage fully prepaid, plainly addressed to the sendee
at his, her or its last address appearing upon the original or duplicate stock
ledger of this corporation at its registered office in Michigan.

                  Section 12. Waiver of Notice. Notice of the time, place and
purpose of any meeting of the shareholders or of the board of directors, may be
waived by telegram, radiogram, cablegram or other writing, either before or
after such meeting has been held.

                                   ARTICLE II

                                     Quorum.

                  Section 1. Quorum of Shareholders. A majority of the
outstanding shares of this corporation entitled to vote, present by the record
holders thereof in person or by proxy shall constitute a quorum at any meeting
of the shareholders.

                  Section 2. Quorum of Directors. A majority of the directors
shall constitute a quorum, provided that while the

                                       -3-



number of directors shall be more than seven, then and in that event one-third
of the members of the board shall constitute a quorum.

                                   ARTICLE III

                         Voting, Elections and Proxies.

                  Section 1. Who Entitled to Vote. Except as the articles or an
amendment, or amendments, thereto otherwise provide, each shareholder of this
corporation shall, at every meeting of the shareholders, be entitled to one vote
in person or by proxy for each share of capital stock of this corporation held
by such shareholder, subject, however, to the full effect of the limitations
imposed by the fixed record date for determination of shareholders set forth in
Section 2 of this article.

                  Section 2. Record Date for Determination of Shareholders.
Twenty (20) days preceding (a) the date of any meeting of shareholders, (b) the
date for the payment of any dividends, (c) the date for the allotment of rights,
(d) the date when any change or conversion or exchange of capital stock shall go
into effect is hereby fixed as a record date for the determination of the
shareholders entitled to notice of, and to vote at, any such meeting, or
entitled to receive payment of any such dividend, or to any such allotment of
rights, or to exercise the rights in respect of any such change, conversion or
exchange of capital stock, and in such case such shareholders and only such
shareholders as shall be shareholders of record on the date so fixed shall be
entitled to such notice of, and to vote at, such meeting, or to receive payment
of such dividend, or to receive such allotment of rights, or to exercise such
rights, as the case may be, notwithstanding any transfer of any stock on the
books of the corporation or otherwise after any such record date fixed as
aforesaid. Nothing in this section shall affect the rights of a shareholder and
his tranferee or transferor as between themselves.

                  Section 3. Proxies. No proxy shall be deemed operative unless
and until signed by the stockholder and filed with the corporation. In the
absence of limitation to the contrary contained in the proxy, the same shall
extend to all meetings of the shareholders, and shall remain in force three
years from its date, and no longer.

                                       -4-



                  Section 4. Vote by Shareholder Corporation. Any other
corporation owning voting shares in this corporation may vote upon the same by
the president of such shareholder corporation, or by proxy appointed by him,
unless some other person shall be appointed to vote upon such shares by
resolution of the board of directors of such shareholder corporation.

                  Section 5. Inspectors of Election. Whenever any person
entitled to vote at a meeting of the shareholders shall request the appointment
of inspectors, a majority of the shareholders present at such meeting and
entitled to vote thereat shall appoint not more than three inspectors, who need
not be shareholders. If the right of any person to vote at such meeting shall be
challenged, the inspectors shall determine such right. The inspectors shall
receive and count the votes either upon an election or for the decision of any
question and shall determine the result. Their certificate of any vote shall be
prima facie evidence thereof.

                                   ARTICLE IV

                               Board of Directors.

                  Section 1. Number and Term of Directors. The business property
and affairs of this corporation shall be managed by a board of directors
composed of five members, who need not be shareholders. Each director shall hold
office for the term for which he is elected and until his successor is entitled
and qualified.

                  Section 2. Vacancies. Vacancies in the board of directors
shall be filled by appointment made by the remaining directors. Each person so
elected to fill a vacancy shall remain a director until his successor has been
elected by the shareholders, who may make such election at their next annual
meeting or at any special meeting, duly called for that purpose, held prior
thereto.

                  Section 3. Action by Unanimous Written Consent. If and when
the directors shall unanimously consent in writing to any action to be taken by
the corporation, such action shall be as valid corporate action as though it had
been authorized at a meeting of the board of directors.

                  Section 4. Power to Make By-Laws. The board of

                                       -5-



directors shall have power to make and alter any by-law or by-laws including the
fixing and altering of the number of the directors, provided, that the board
shall not make or alter any by-law or by-laws fixing the qualifications,
classifications or term of office of any member or members of the then existing
board.

                  Section 5. Power to Elect Officers. The board of directors
shall elect a chairman of the board, a president, one or more vice-presidents, a
secretary and a treasurer. The chairman of the board, the president and one
vice-president shall be members of the board of directors; no other officers
need be members of the board of directors.

                  Section 6. Power to Appoint Other Officers and Agents. The
board of directors shall have power to appoint such other officers and agents as
the board may deem necessary for transaction of the business of the corporation.

                  Section 7. Removal of Officers and Agents. Any officer or
agent may be removed by the board of directors whenever in the judgment of the
board the business interests of the corporation will be served thereby.

                  Section 8. Power to Fill Vacancies. The board shall have power
to fill any vacancy in any office occurring from any reason whatsoever.

                  Section 9. Delegation of Powers. For any reason deemed
sufficient by the board of directors, whether occasioned by absence or
otherwise, the board may delegate all or any of the powers and duties of any
officer to any other officer or director, but no officer or director shall
execute, acknowledge or verify any instrument in more than one capacity.

                  Section 10. Power to Appoint Executive Committee. The board
of directors shall have power to appoint by resolution an executive committee
composed of two or more directors who, to the extent provided in such
resolution, shall have and exercise the authority of the board of directors in
the management of the business of the corporation between meetings of the
board.

                  Section 11. Power to Require Bonds. The board of directors may
require any officer or agent to file with the corporation a satisfactory bond
conditioned for faithful performance of his duties.

                                       -6-



                  Section 12. Compensation. The compensation of directors,
officers and agents may be fixed by the board.

                                    ARTICLE V

                                    Officers.

                  Section 1. Chairman of the Board. The chairman of the board
shall be selected by, and from the membership of the board of directors. He
shall preside at all meetings of shareholders and of the board of directors. He
shall be the chief executive officer of the corporation. He shall have general
and active management of the business of the corporation and shall see that all
orders and resolutions of the board are carried into effect. He shall be
ex-officio a member of all standing committees and shall have the general powers
and duties of supervision and management usually vested in the chief executive
of a corporation.

                  Section 2. President. The president shall be selected by, and
from the membership of the board of directors. He shall have such duties and
powers as may be delegated to him by the board of directors. He shall perform
the duties and exercise the powers of the chairman of the board during the
absence or disability of the chairman of the board.

                  Section 3. Vice-Presidents. At least one vice-president shall
be chosen from the membership of the board of directors. Such vice-presidents as
are board members, in the order of their seniority, shall perform the duties and
exercise the powers of the president during the absence or disability of the
president.

                  Section 4. Secretary. The secretary shall attend all meetings
of the stockholders and of the board of directors, and of the executive
committee, and shall preserve in books of the company true minutes of the
proceedings of all such meetings. He shall safely keep in his custody the seal
of the corporation and shall have authority to affix the same to all instruments
where its use is required. He shall give all notices required by statute, by-law
or resolution. He shall perform such other duties as may be delegated to him by
the board of directors or by the executive committee.

                  Section 5. Treasurer. The treasurer shall have custody of all
corporate funds and securities and shall keep in

                                       -7-



books belonging to the corporation full and accurate accounts of all receipts
and disbursements; he shall deposit all moneys, securities and other valuable
effects in the name of the corporation in such depositaries as may be designated
for that purpose by the board of directors. He shall disburse the funds of the
corporation as may be ordered by the board, taking proper vouchers for such
disbursements, and shall render to the president, and directors at the regular
meetings of the board, and whenever requested by them, an account of all his
transactions as treasurer and of the financial condition of the corporation. If
required by the board, he shall deliver to the president of the company, and
shall keep in force, a bond in form, amount, and with a surety or sureties
satisfactory to the board, conditioned for faithful performance of the duties
of his office, and for restoration to the corporation in case of his death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and property of whatever kind in his possession or under his control
belonging to the corporation.

                  Section 6. Assistant Secretary and Assistant Treasurer. The
assistant secretary, in the absence or disability of the secretary, shall
perform the duties and exercise the powers of the secretary. The assistant
treasurer, in the absence or disability of the treasurer, shall perform the
duties and exercise the powers of the treasurer.

                  Section 7. Secretary-Treasurer. At the discretion of the board
of directors, the office of Secretary and Treasurer may be held by one person.

                                   ARTICLE VI

                              Stocks and Transfers.

                  Section 1. Certificates for Shares. Every shareholder shall be
entitled to a certificate of his shares signed by the president, or vice
president, and the secretary, or the treasurer or by the assistant secretary or
the assistant treasurer, under the seal of the corporation, certifying the
number and class of shares represented by such certificates, which certificates
shall state the terms and provisions of all classes of shares and, if such
shares are not full-paid, the amount paid; provided, that where such
certificate is signed by a transfer agent or an assistant transfer agent or by a
transfer clerk acting on behalf of such corporation, or by a registrar, the

                                       -8-



signature of any such president, vice-president, secretary, assistant secretary,
treasurer or assistant treasurer, and the seal of the corporation, may be a
facsimile.

                  Section 2. Transferable only on Books of Corporation. Shares
shall be transferable only on the books of the corporation by the person named
in the certificate, or by attorney lawfully constituted in writing, and upon
surrender of the certificate therefor. A record shall be made of every such
transfer and issue. Whenever any transfer is made for collateral security, and
not absolutely, the fact shall be so expressed in the entry of such transfer.

                  Section 3. Registered Shareholders. The corporation shall have
the right to treat the registered holder of any share as the absolute owner
thereof, and shall not be bound to recognize any equitable or other claim to, or
interest in, such share on the part of any other person, whether or not the
corporation shall have express or other notice thereof, save as may be otherwise
provided by the statutes of Michigan.

                  Section 4. Transfer Agent and Registrar. The board of
directors may appoint a transfer agent and a registrar of transfers, and may
require all certificates of shares to bear the signature of such transfer agent
and of such registrar of transfers, or as the board may otherwise direct.

                  Section 5. Regulations. The board of directors shall have
power and authority to make all such rules and regulations as the board shall
deem expedient regulating the issue, transfer and registration of certificates
for shares in this corporation.

                                   ARTICLE VII

                             Dividends and Reserves.

                  Section 1. Declaration of Dividends. Subject to the
provisions of the articles of incorporation and any governing statutes and
regulations, the board of directors shall have power and authority to declare
dividends at any regular or special meetings, pursuant to law.

                  Section 2. Manner of Payment of Dividend. Dividends may be
paid in cash, in property, in obligations of the corporation or in shares of the
capital stock of the corporation.

                                       -9-



                  Section 3. Reserves. The board of directors shall set apart
such reserve or reserves as are required by the articles of incorporation, if
any, shall have power and authority to set apart such additional reserve or
reserves, for any proper purpose, as the board in its discretion shall approve;
and the board shall have power and authority to abolish any reserve created by
the board not specifically provided for in the articles of incorporation.

                                  ARTICLE VIII

                              Right of Inspection.

                  Section 1. Inspection of List of Shareholders. At least ten
days before every election of directors, a complete list of shareholders
entitled to vote at such election shall be open to inspection by any registered
shareholder entitled to vote at such election, provided, that no shareholder
holding less than two per cent (2%) of the outstanding capital stock of the
corporation shall be entitled to exercise such privilege of inspection in
advance of such meeting.

                  Section 2. Inspection of Books of Account and Stock Books. The
books of account and stock books of this corporation shall be open to
inspection at all reasonable times and for any proper purpose by the
shareholders, provided, that no shareholder holding of record in the aggregate
less than two per cent (2%) of the outstanding shares of some one class of stock
of this corporation, and no person, whatever his or her holding who has not
then been a shareholder of record of this corporation for at least three months
prior to making such application shall be permitted to exercise such privilege
of inspection, except pursuant to resolution of the board of directors.

                                   ARTICLE IX

                            Execution of Instruments.

                  Section 1. Checks, etc. All checks, drafts and orders for
payment of money shall be signed in the name of the corporation by such
officers or agents as the board of directors shall from time to time designate
for that purpose.

                  Section 2. Contracts, Conveyances, etc. When the execution of
any contract, conveyance or other instrument has

                                      -10-



been authorized without specification by the executing officers, the president,
or any vice-president, and the secretary, or assistant secretary, may execute
the same in the name and behalf of this corporation and may affix the corporate
seal thereto. The board of directors shall have power to designate the officers
and agents who shall have authority to execute any instrument in behalf of this
corporation.

                                    ARTICLE X

                                  Fiscal Year.

                The fiscal year shall begin the      day of
                       in each year.

                                   ARTICLE XI

                              Amendment of By-Laws.

                  Section 1. Amendments, how effected. These by-laws may be
amended, altered, changed, added to or repealed by the affirmative vote of a
majority of the shares entitled to vote at any regular or special meeting of
the shareholders if notice of the proposed amendment, alteration, change,
addition or repeal be contained in the notice of the meeting, or by the
affirmative vote of a majority of the board of directors at a regular or special
meeting of the board; provided, however, that the board of directors shall not
make or alter any by-laws fixing their qualifications, classifications, or term
of office; provided, also that any by-laws made by the affirmative vote of a
majority of the board of directors as provided herein may be amended, altered,
changed, added to or repealed by the affirmative vote of a majority of the
shares entitled to vote at any regular or special meeting of the shareholders;
and provided further that no change of the date for the annual meeting of
shareholders shall be made within thirty days next before the day on which such
meeting is to be held, unless consented to in writing, or by a resolution
adopted at a meeting, by all shareholders entitled to vote at the annual
meeting.

                                  * * * * * *

                                      -11-



                                  THE PRESIDENT

         Section 8. The president shall be the chief operating officer of the
corporation, with the power to manage the operations of the corporation. He
shall have the powers granted to the chairman of the board in Section 7 of this
Article V and shall have such furether powers as the board of directors may from
time to time by resolution confer upon him. In the absence or refusal to act of
the chairman of the board, the powers of the chairman of the board shall devolve
upon the President.

                               THE VICE PRESIDENTS

         Section 9. In the absence of the president or in the event of his
inability or refusal to act, the vice president (or in the event there be more
than one vice president, the vice presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president. The vice presidents shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

         Section 10. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation ads of the

                                     - 12 -



board of directors in a book to be kept for that purpose and shall perform like
duties for the standing committees when required. He shall give, or cause to be
given, notice of all meetings of the stockholders and special meetings of the
board of directors, and shall perform such other duties as may be prescribed by
the board of directors or chairman of the board, under whose supervision he
shall be. He shall have custody of the corporate seal of the corporation and he,
or an assistant secretary, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by his
signature or by the signature of such assistant secretary. The board of
directors may give general authority to any other officer to affix the seal of
the corporation and to attest the affixing by his signature.

         Section 11. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

         Section 12. The treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the

                                     - 13 -



corporation and shall deposit all moneys and other valuable effects in the name
and to credit of the corporation in such depositories may be designated by the
board of directors.

         Section 13. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

         Section 14. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possesion or under his control belonging to the corporation.

         Section 15. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.

                                     - 14 -



                      ARTICLE VI - CERTIFICATES FOR SHARES

         Section 1. The shares of the corporation shall be represented by a
certificate. Certificates shall be signed by, or in the name of the corporation
by, the chairman of the board of directors, or the president or a vice president
and the treasurer or an assistant treasurer, or the secretary or an assistant
secretary of the corporation.

         If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in Section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face of or
back of the certificate which the corporation shall issue to represent such
class or series of stock, a statement that the corporation will furnish without
charge to each stockholder who so requests the powers, designations, preferences
and relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.

         Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the registered owner
thereof a written notice containing the information required

                                     - 15 -



to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a)
or 218(a) or a statement that the corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences and
relative participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

         Section 2. Any of or all the signatures on a certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

         Section 3. The board of directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall

                                     - 16 -



require and/or to give the corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost, stolen or destroyed.

                                TRANSFER OF STOCK

         Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Upon receipt of proper transfer instructions from the registered owner of
uncertificated shares, such uncertificated shares shall be cancelled and
issuance of new equivalent uncertificated shares or certified shares shall be
made to the person entitled thereto and the transaction shall be recorded upon
the books of the corporation.

                               FIXING RECORD DATE

         Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of
any other lawful action, the board of directors may fix, in advance, a

                                     - 17 -



record date, which shall not be more than sixty nor less than ten days prior to
any other action. A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the board of directors may fix a new record
date for the adjourned meeting.

                             REGISTERED STOCKHOLDERS

         Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws
of Delaware.

                        ARTICLE VII - GENERAL PROVISIONS

                                    DIVIDENDS

         Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be
declared by the board of directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the certificate of incorporation.

                                     - 18 -



         Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                ANNUAL STATEMENT

         Section 3. The board of directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.

                                     CHECKS

         Section 4. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

                                  FISCAL YEAR

         Section 5. The fiscal year of the corporation shall be January 1
through December 31.

                                     - 19 -



                                      SEAL

         Section 6. The corporate seal shall be adopted by the directors.

                                 INDEMNIFICATION

         Section 7. The corporation shall indemnify its officers, directors,
employees and agents to the full extent permitted by the General Corporation Law
of Delaware.

                            ARTICLE VIII - AMENDMENTS

         Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alternation, amendment, repeal or adoption of new
by-laws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal by-laws is conferred upon the board of directors by the
certificate of incorporation, it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.

                                     - 2O -



                                                                       EXHIBIT C



                                                                 EXHIBIT 3.33

                                                                     FILED

                                                                  APR 15 1985

                                                                     10 AM

                                                               /s/ [ILLEGIBLE]

                                                              SECRETARY OF STATE

                          CERTIFICATE OF INCORPORATION

                                       OF

                           K-H ACQUISITION CORPORATION

                                    * * * * *

                  1. The name of the corporation is

                           K-H ACQUISITION CORPORATION

                  2. The address of its 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 nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.

                  4. The total number of shares of stock which the corporation
shall have authority to issue is one thousand (1,000) and the par value of each
of such shares is One Dollar ($1.00) amounting in the aggregate to One
Thousand Dollars ($1,000.00).

                  5. The name and mailing address of each incorporator is as
follows:



      NAME                              MAILING ADDRESS
      ----                              ---------------
                              
D. A. Hampton                    Corporation Trust Center
                                 1209 Orange Street
                                 Wilmington, Delaware 19801

S. M. Fraticelli                 Corporation Trust Center
                                 1209 Orange Street
                                 Wilmington, Delaware 19801

S. J. Eppard                     Corporation Trust Center
                                 1209 Orange Street
                                 Wilmington, Delaware 19801


                  6. The corporation is to have perpetual existence.



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

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

                  Meetings of stockholders may be held within or without the
State of Delaware, as the by-laws may provide. The books of the corporation may
be kept (subject to any provision contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the board of directors or in the by-laws of the corporation.

                  Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement,

                                        2



the said compromise or arrangement and the said reorganization shall, if
sanctioned by the court to which the said application has been made, be
binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.

                  9. 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.

                  WE, THE UNDERSIGNED, being each of the incorporators
hereinbefore named, for the purpose of forming a corporation pursuant to the
General Corporation Law of the State of Delaware, do make this certificate,
hereby declaring and certifying that this is our act and deed and the facts
herein stated are true, and accordingly have hereunto set our hands this 15th
day of April, 1985.

                                                          /s/ D. A. Hampton
                                                         -----------------------
                                                           D. A. Hampton

                                                          /s/ S. M. Fraticelli
                                                         -----------------------
                                                           S. M. Fraticelli

                                                          /s/ S. J. Eppard
                                                         -----------------------
                                                           S. J. Eppard

                                        3



                                                                    FILED

                                                                 JUL 8 1985

                                                                    10 AM

                                                                /s/[ILLEGIBLE]
                                                              SECRETARY OF STATE

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                            BEFORE PAYMENT OF CAPITAL

                                       OF

                           K-H ACQUISITION CORPORATION

         The undersigned, being the sole director of K-H ACQUISITION
CORPORATION, a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware

         DOES HEREBY CERTIFY:

                  FIRST: That Article 1. of the Certificate of Incorporation be
and it hereby is amended to read as follows:

                  1. The name of the corporation is WESTERN WHEEL HUNTINGTON,
                     INC.

         SECOND: That the corporation has not received any payment for any of
its stock.

         THIRD: That the amendment was duly adopted in accordance with the
provisions of section 241 of the General Corporation Law of the State of
Delaware.

         IN WITNESS WHEREOF, we have signed this certificate this 24th day of
June, 1985.

                                              /s/ Barry J. Miller
                                              ----------------------------------
                                              Barry J. Miller, Sole Director



     STATE OF DELAWARE
    SECRETARY OF STATE
 DIVISION OF CORPORATIONS
FILED 03:00 PM 07/20/1994
   944133970 - 2059359

                            CERTIFICATE OF AMENDMENT

                                     TO THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                         WESTERN WHEEL HUNTINGTON, INC.

         WESTERN WHEEL HUNTINGTON, INC., originally incorporated under the name
"K-H ACQUISITION CORPORATION", a corporation organized and existing under the
General Corporation Law, DOES HEREBY CERTIFY:

         FIRST: The original certificate of incorporation was filed on April 15,
1985, with the Secretary of State of the State of Delaware.

         SECOND: The amendment to the certificate of incorporation set forth
herein was duty adopted in accordance with the provisions of Section 242 of the
General Corporation Law.

         THIRD: Article 1 of the certificate of incorporation is hereby amended
to read in its entirety as follows:

                  1. The name of the corporation is:

                    HAYES WHEELS INTERNATIONAL-INDIANA, INC.

         FOURTH: The certificate of incorporation is further amended to add
thereto Article 10, to read as follows:

                  10. A director of the corporation shall not be personally
         liable to the corporation or its stockholders for monetary damages for
         breach of fiduciary duty as a director except for liability (i) for any
         breach of the director's 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, or (iv) for any
         transaction from which the director derived any improper personal
         benefit.

         IN WITNESS WHEREOF, WESTERN WHEEL HUNTINGTON, INC. has caused this
certificate to be signed by R. Cucuz, its Chairman of the Board of Directors,
and attested by Barry J. Miller, its Assistant Secretary, this     day of July
1994.

                                        WESTERN WHEEL HUNTINGTON, INC.

                                        By: /s/ R. Cucuz
                                            ----------------------------------
                                                R. Cucuz
                                                Chairman of the Board of
                                                Directors

ATTEST:

/s/ Barry J. Miller
- ----------------------------------
Barry J. Miller
Assistant Secretary



                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                   HAYES WHEELS INTERNATIONAL - INDIANA, INC.

         HAYES WHEELS INTERNATIONAL - INDIANA, INC., a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:

         FIRST: The Corporation's Certificate of Incorporation was filed on
April 15,1985, with the Secretary of State of the State of Delaware.

         SECOND: The amendment to the Certificate of Incorporation set forth
herein was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

         THIRD: ARTICLE FIRST of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:

                  FIRST: The name of the Corporation is HAYES LEMMERZ
         INTERNATIONAL - INDIANA, INC.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed in its name and on its behalf and attested on this 7th
day of January, 1998 by duly authorized officers of the Corporation.

                                        HAYES WHEELS INTERNATIONAL -
                                        INDIANA, INC.

                                        By: /s/ William D. Shovers
                                            ------------------------------------
                                            Name:  William D. Shovers
                                            Title: Vice President - Finance

ATTEST:

By: /s/ Patrick B. Carey
    ----------------------------
    Name:  Patrick B. Carey
    Title: Assistant Secretary

                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 10:00 AM 02/09/1998
                                                          981050623 - 2059359



                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                   HAYES LEMMERZ INTERNATIONAL - INDIANA, INC.

         HAYES LEMMERZ INTERNATIONAL - INDIANA, INC., a corporation organized
and existing under the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:

         FIRST: The Corporation's Certificate of Incorporation was filed on
April 15,1985, with the Secretary of the State of Delaware.

         SECOND: The amendment to the Certificate of Incorporation set forth
herein was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

         THIRD: ARTICLE FIRST of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:

                  FIRST: The name of the corporation is HAYES LEMMERZ
         INTERNATIONAL - HUNTINGTON, INC.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed in its name and on its behalf and attested on this
17th day of June, 1999 by duly authorized officers of the Corporation.

                                        HAYES LEMMERZ INTERNATIONAL -
                                        INDIANA, INC.

                                        By: /s/ William D. Shovers
                                            ------------------------------------
                                            Name:  William D. Shovers
                                            Title: Vice President

ATTEST:

By: /s/ Patrick B. Carey
    ----------------------------
    Name:  Patrick B. Carey
    Title: Assistant Secretary

                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 04:30 PM 06/18/1999
                                                          991250249 - 2059359



                                                                    EXHIBIT 3.34

                         WESTERN WHEEL HUNTINGTON, INC.

                             a Delaware corporation

                                     BY LAWS

                               ARTICLE I - OFFICES

         Section 1. The registered office shall be in the City of Wilmington,
County of New Castle. State of Delaware.

         Section 2. The corporation shall also have offices at 1870 Riverfork
Drive, Huntington. Indiana and at such other places both within and without the
State of Delaware as the board of directors may from time to time determine or
the business of the corporation may require.

                      ARTICLE II - MEETINGS OF STOCKHOLDERS

         Section 1. All meetings of the stockholders for the election of
directors shall be held in the City of Huntington, State of Indiana, at such
place as may be fixed from time to time by the board of directors, or at such
other place either within or without the State of Delaware as shall be
designated from time to time by the board of directors and stated in the notice
of the meeting. Meetings of stockholders for any other purpose may be held at
such time and place, within or without the State of Delaware, as shall be stated
in the notice of the meeting or in a duty executed waiver of notice thereof.

         Section 2. Annual meetings of stockholders shall be held on the first
Thursday in June, if not a legal holiday, and if a legal holiday, then on the
next secular day following, at 2:00 p.m. or at such other date and time as
shall be designated from time to time by the board of directors and stated



in the notice of the meeting, at which they shall elect by a plurality vote a
board of directors, and transact such other business as may properly be brought
before the meeting.

         Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting as provided by law.

         Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

         Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the chairman of the board and shall be called by
him or the secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

         Section 6. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than nor more

                                      - 2 -



than five days before the date of the meeting, to each stockholder entitled to
vote at such meeting.

         Section 7. Business transacted at any special meeting of stockholders
shall he limited to the purposes stated in the notice.

         Section 8. The holders of the stock issued and outstanding and entitled
to vote thereat, present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the certificate of incorporation.
If, however, such quorum shall not be present or represented at any meeting of
the stockholders, the stockholders entitled to vote thereat, present in person
or represented by proxy, shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

         Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required, in which case
such express provision shall govern and control the decision of such question.

         Section 10. Each stockholder shall at every meeting of the stockholders
be entitled to one vote in person or by proxy for each share of the capital
stock having voting power held by such

                                      - 3 -



stockholder, but no proxy shall be voted on after three years from its date,
unless the proxy provides for a longer period.

         Section 11. Any action required to be taken at any annual or special
meeting of stockholders of the corporation, or any action which may be taken at
any annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.

                             ARTICLE III - DIRECTORS

         Section 1. Upon the resignation of the sole director appointed by the
incorporators, the number of directors which shall constitute the whole board
shall be 3. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each director
elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

         Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner

                                      - 4 -



provided by statute. If, at the time of filling any vacancy or any newly created
directorship, the directors then in office shall constitute less than a majority
of the whole board (as constituted immediately prior to any such increase), the
Court of Chancery may, upon application of any stockholder or stockholders
holding at least ten percent of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order an
election to be held to till any such vacancies or newly created directorships,
or to replace the directors chosen by the directors then in office.

         Section 3. The business of the corporation shall be managed by or under
the direction of its board of directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the certificate of incorporation or by these by-laws directed or required to
be exercised or done by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

         Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special

                                      - 5 -



meetings of the board of directors, or as shall be specified in a written waiver
signed by all of the directors.

         Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.

         Section 7. Special meetings of the board may be called by the president
on 3 days' notice to each director, either personally or by mail or by telegram;
special meetings shall be called by the chairman of the board or the secretary
in like manner and on like notice on the written request of two directors unless
the board consists of only one director, in which case special meetings shall be
called by the chairman of the board or secretary in like manner and on like
notice on the written request of the sole director.

         Sections 8. At all meetings of the board, a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute. If a quorum shall not be present at any
meeting of the board of directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

         Section 9. Any action required or permitted to be taken at any meeting
of the board of directors or of any committee thereof may be taken without a
meeting, if all members of the board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the board or committee.

         Section 10. Members of the board of directors, or any committee
designated by the board of directors, may participate in a meeting of the board
of directors, or any committee, by means of

                                      - 6 -



conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at the meeting.

                             COMMITTEES OF DIRECTORS

         Section 11. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.

         In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the board of directors to act at the meeting in the place of
any such absent or disqualified member.

         Any such committee, to the extent provided in the resolution of the
board of directors, shall have and may exercise all of the powers and authority
of the board of directors in the management of the corporation, and may
authorize the seal of the of the corporation to be affixed to all papers which
may require it, but no such committee shall have power or authority in reference
to amending the certificate of incorporation (except that a committee may, to
the extent authorized in the resolution or resolutions providing for the
issuance of shares of stock adopted by the board of directors as provided in
Section 151(a) of the General Corporation Law, fix any of the preferences or
rights of such shares relating to dividends, redemption, dissolution, any
distribution of assets of the corporation or the conversion into, or the
exchange of such shares for, shares of any other class

                                      - 7 -



or classes or any other series of the same or any other class or classes of
stock of the corporation), adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommending to the
stockholders a dissolution of the corporation or a revocation of a dissolution
or amending the by-laws of the corporation; and, unless the resolution or the
certificate of incorporation expressly so provide, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock or to adopt a certificate of ownership and merger. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the board of directors.

         Section 12. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.

                            COMPENSATION OF DIRECTORS

         Section 13. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall leave the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                      - 8 -



                              REMOVAL OF DIRECTORS

         Section 14. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any director or the entire board of directors
may be removed, with or without cause, by the holders of a majority of shares
entitled to vote at an election of directors.

                              ARTICLE IV - NOTICES

         Section 1. Whenever, under the provision of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.

         Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                              ARTICLE V - OFFICERS

         Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be a president, a vice president, a secretary and a
treasurer. The board of directors may also choose additional vice presidents,
and one or more assistant secretaries and assistant treasurers. Any

                                      - 9 -



number of offices may be held by the same person, unless the certificate of
incorporation or these by-laws otherwise provide.

         Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a chairman of the board, a
president, one or more vice presidents, a secretary and a treasurer.

         Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

         Section 4. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.

                            THE CHAIRMAN OF THE BOARD

         Section 5. The chairman of the board shall preside at all meetings of
the stockholders and the board of directors.

                                  THE PRESIDENT

         Section 6. The president shall be the chief executive officer of the
corporation, shall have general and active management of the business of the
corporation, shall see that all orders and resolutions of the board of directors
are carried into effect and shall execute bonds, mortgages and other contracts
in the name and on behalf of the corporation, except where the execution thereof
shall

                                     - 10 -



be expressly delegated by the board of directors to some other officer or agent
of the corporation. He shall havesuch further powers as the board of directors
may from time to time by resolution confer upon him. In the absence or refusal
to act of the chairman of the board, the powers of the chairman of the board
shall devolve upon the president.

                               THE VICE PRESIDENTS

         Section 7. In the absence of the president or in the event of his
inability or refusal to act, the vice president (or in the event there be more
than one vice president, the vice presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all of the restrictions on the
president. The vice presidents shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

         Section 8. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
chairman of the board, under whose supervision he shall be. He shall have
custody of the corporate seal of the corporation and he, or an assistant
secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be

                                     - 11 -



attested by his signature or by the signature of such assistant secretary. The
board of directors may give general authority to any other officer to affix the
seal of the corporation and to attest the affixing by his signature.

         Section 9. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

         Section 10. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.

         Section 11. The treasurer shall disburse the funds of the corporation
as may be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

         Section 12. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death,

                                     - 12 -



resignation, retirement or removal from office of all books, papers, vouchers,
money and other property of whatever kind in his possession or under his control
belonging to the corporation.

         Section 15. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.

                      ARTICLE VI - CERTIFICATES FOR SHARES

         Section 1. The shares of the corporation shall be represented by
certificates. Certificates shall be signed by, or in the name of the corporation
by, the chairman of the board of directors, or the president or a vice
president and the treasurer or an assistant treasurer, or the secretary or an
assistant secretary of the corporation.

         If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in Section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which the corporation shall issue to represent such class or
series of stock, a statement that the corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences

                                     - 13 -



and relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.

         Section 2. Any of or all the signatures on a certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

         Section 3. The board of directors may direct a new certificate or
certificates representing shares to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

                                     - 14 -



                                TRANSFER OF STOCK

         Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                               FIXING RECORD DATE

         Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.

                             REGISTERED STOCKHOLDERS

         Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and

                                     - 15 -



shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by the laws
of Delaware.

                        ARTICLE VII - GENERAL PROVISIONS

         Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

         Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                   FISCAL YEAR

         Section 3. The fiscal year of the corporation shall be February 1
through January 31.

                                      SEAL

         Section 4. The corporate seal shall be adopted by the directors.

                                     - 16 -



                                 INDEMNIFICATION

         Section 5. The corporation shall indemnity its officers, directors,
employees and agents to the full extent permitted by the General Corporation Law
of Delaware.

                            ARTICLE VIII - AMENDMENTS

         Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
by-laws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal by-laws is conferred upon the board of directors by the
certificate of incorporation, it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.

                                     - 17 -


                                                                    EXHIBIT 3.35

                                                                        FILED
                                                                     SEP 29 1998
                                                                            2 PM

                                                              SECRETARY OF STATE

                          CERTIFICATE OF INCORPORATION
                                       OF
                         ASAHI MOTOR WHEEL COMPANY, INC.

                               A CLOSE CORPORATION
                          ORGANIZED UNDER THE LAWS OF
                             THE STATE OF DELAWARE,
                            UNITED STATES OF AMERICA

                  The undersigned, for the purpose of incorporating and
organizing a close corporation under the General Corporation Law of the State of
Delaware, do hereby certify as follows:

                  FIRST: The name of the corporation (the "Corporation") is
Asahi Motor Wheel Company, Inc.

                  SECOND: The address of the Corporation's registered office in
the State of Delaware is 1209 Orange Street, City of Wilmington, County of New
Castle. The name of the Corporation's registered agent 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.

                  FOURTH: (a) The total number of shares of capital stock which
the Corporation shall have authority to issue is 20,000 shares of Common Stock
of the par value of $.01 per share (the "Shares"), which shall consist of 10,000
Shares denominated Series A Shares, 8,000 Shares denominated Series B Shares and
2,000 Shares denominated Series C Shares.


                  (b) (i) Each Series A Share, Series B Share or Series C Share
shall be equal to every other Share in all respects and, except for the election
of Directors as provided in Paragraph (b)(ii) of this Article, each holder of
Shares shall be entitled to one vote per Share on all matters presented to the
stockholders of the Corporation.

                      (ii) The number of Directors of the Corporation shall be
eight. At each meeting of stockholders at which all of the members of the Board
of Directors are to be elected, the holders of a majority of the Series A
Shares, voting separately, shall elect four Directors, the holder of a majority
of the Series B Shares, voting separately, shall elect three Directors, and the
holders of a majority of the Series C Shares, voting separately, shall elect one
Director. Any Director so elected may be removed, whether or not for cause, only
by the vote of the holders of a majority of the Series A Shares, Series B Shares
or Series C Shares, as the case may be, which elected such person as a Director.
Vacancies on the Board of Directors among the Directors so elected, whether
resulting from removal, resignation, death or otherwise, shall be filled by the
holders of a majority of the Series A Shares, Series B Shares or Series C
Shares, as the case may be, which elected such person who is no longer a member
of the Board of Directors. Such vacancies shall be filled by the vote of the
holders if a majority of the Series A Shares, Series B Shares or Series C
Shares, as the case may be, at an annual or special

                                       -2-



meeting of stockholders or pursuant to a written action signed by all of the
holders of such Series A Shares, Series B Shares or Series C Shares, as the case
may be, and delivered to the Corporation and the other stockholders at any time
after any such vacancy shall arise.

                  (c) There shall not be more than ten holders of record of the
Shares, and the classes of persons who shall and shall not be entitled to be
holders of Shares shall be as set forth in Paragraph (d) of this Article.

                  (d) No person shall be entitled to be a holder of the Shares
except Motor Wheel Corporation, an Ohio corporation ("MWC"), Asahi Malleable
Iron Co., Ltd., a Japanese company ("AMI"), Toyo Menka Kaisha, Ltd., a Japanese
company ("TMKL"), Toyomenka (America) Inc., a New York corporation and a
wholly-owned subsidiary of TMKL ("TMI") (TMKL and TMI are collectively referred
to herein as "TMK"), a Permitted Transferee of MWC, AMI or TMK, as the case may
be, which I becomes and remains a Permitted Transferee in accordance with the
provisions of Paragraph (e) of this Article, and any person, other than a
Permitted Transferee, to which a Transfer is made in accordance with Paragraph
(f) of this Article. Except as provided in Paragraphs (e), (f) or (g) of this
Article, no stockholder shall (i) sell, assign or: otherwise transfer or dispose
of any Shares, either voluntarily or by operation of law, or (ii) mortgage,
pledge or hypothecate or create a lien, charge, encumbrance or security interest
with

                                       -3-



respect to any Shares other than in connection with borrowings incurred by a
stockholder in order to finance the acquisition of the Shares or in order to
secure a loan to NEWCO (any such action described in clauses (i) or (ii) being
herein referred to as a "Transfer"). No Transfer of any Share in violation of
any provision of this Certificate of Incorporation shall be effective to pass
any title to, or create any interest in favor of, any other person with respect
to such Share, and the Corporation or any stockholder which did not effect or
attempt to effect such Transfer shall be entitled to seek to enjoin or have such
Transfer set aside.

                  (e) The provisions of Paragraph (d) of this Article shall not
apply to a Transfer resulting from the consolidation of a stockholder with, the
merger of a stockholder into or the sale or assignment of all but not less than
all of such stockholder's Shares to an Affiliate of such stockholder (any
transferee permitted under the provisions of this Paragraph (e) being herein
referred to as a "Permitted Transferee"), provided that (A) immediately upon
such Transfer, such Permitted Transferee shall become, by an instrument in form
and substance satisfactory to the holders of the issued and outstanding Shares
of which the Permitted Transferee is not a holder (the "Other Stockholders"),
jointly and severally liable with respect to all of the obligations of the
stockholder effecting the Transfer referred to herein (the "Transferring
Stockholder") under the Joint Venture Agreement entered into

                                       -4-



pursuant to Section 350 or 354 of the General Corporation Law of the State of
Delaware (the "Joint Venture Agreement") to which the stockholders are
signatories or by which they are bound and shall agree to be bound by all of the
terms and conditions of such Joint Venture Agreement; (B) upon any such
Transfer, the Transferring Stockholder shall not be discharged from any of its
liabilities and obligations to the Corporation or the Other Stockholders under
any Joint Venture Agreement and shall remain jointly and severally liable with
such Permitted Transferee thereunder (and the Transferring Stockholder shall
execute and deliver to the Other Stockholders an instrument satisfactory to the
Other Stockholders evidencing such liability); and (C) such Permitted Transferee
shall continue at all times thereafter to be an Affiliate of the original
Transferring Stockholder and if at any time such relationship of the Permitted
Transferee shall cease, the Corporation or the Other Stockholders shall
thereupon be entitled to enjoin or to have set aside any Transfer contrary to
the foregoing provisions of this Article.

              (f) (i) MWC shall not Transfer its Shares to a third party except
as provided in this Paragraph (f)(i). If MWC desires to Transfer all of its
Shares to any third party, it shall first offer in writing such Shares to each
of AMI and TMK, in proportion to their respective ownership of Shares (or such
other proportion as AMI and TMK may agree), specifying the full name and address
of the third party to whom MWC desires to

                                       -5-



Transfer all of its Shares and a description of the proposed terms and
conditions of such Transfer. Such written offer shall specify a cash price
and other terms at which MWC will agree to sell such Shares to AMI and TMK. MWC,
AMI and TMK shall thereupon bargain in good faith with respect to such offer for
a period of not more than ninety (90) calendar days following such offer. If
either AMI or TMK reaches an agreement with MWC to purchase such Shares from MWC
on terms that are unacceptable to the other party, either AMI or TMK may
purchase MWC's Shares without the participation of such other party. If at the
expiration of such 90-day period MWC, AMI and TMK shall not have reached
agreement on the terms of such sale, then MWC shall have the right to make a
bona fide Transfer of such Shares to the specified third party, and only such
third party, provided, that no such Transfer to any third party shall be
permitted hereby unless made at a cash price and on terms which are no more
favorable to the third party than shall have been offered to AMI and TMK and
that the transferee agrees to be bound by the provisions of this Paragraph
(f)(i) and the Joint Venture Agreement.

                           (ii) AMI shall not Transfer its Shares to a third
party except as provided in this Paragraph (f)(ii). If AMI desires to Transfer
all of its Shares to any other third party, it shall first offer in writing such
Shares to MWC, specifying the full name and address of the third party to whom
AMI desires to Transfer all of its Shares and a description of the

                                       -6-



proposed terms and conditions of such Transfer. Such written offer shall specify
a cash price and other terms at which AMI will agree to sell such Shares to MWC.
AMI shall thereupon bargain in good, faith with MWC with respect to such offer
for a period of not more than sixty (60) calendar days following such offer. If
at the expiration of such 60-day period AMI and MWC shall not have reached
agreement on the terms of such sale, then AMI shall offer such Shares to TMK at
the most favorable cash price and terms which had been offered to MWC. If, at
the expiration of thirty (30) calendar days after TMK has received such offer,
TMK has not accepted such offer, then AMI shall have the right to make a bona
fide Transfer of such Shares to the specified third party, and only such third
party, provided that no such Transfer to any third party shall be permitted
hereby unless made on terms which are no more favorable to the third party than
shall have been offered to MWC and TMK and that the transferee agrees to be
bound by this Paragraph (f)(ii) and the Joint Venture Agreement.

                           (iii) TMK shall not Transfer its Shares to a third
party except as provided in this Paragraph (f)(iii). If TMK desires to Transfer
all of its Shares to any other third party, it shall first offer in writing such
Shares to AMI, specifying the full name and address of the third party to whom
TMK desires to Ttansfer all of its Shares and a description of the proposed
terms and conditions of such Transfer. Such written offer shall specify a cash
price and other terms at

                                       -7-



which TMK will agree to sell such Shares to AMI. TMK shall thereupon bargain in
good faith with AMI with respect to such offer for a period of not more than
sixty (60) calendar days following such offer. If at the expiration of such
60-day period TMK and AMI shall not have reached agreement on the terms of such
sale, then TMK shall offer such Shares to MWC at the most favorable cash price
and terms which had been offered to AMI. If, at the expiration of thirty (30)
calendar days after MWC has received such offer, MWC has not accepted such
offer, then TMK shall have the right to make a bona fide Transfer of such Shares
to the specified third party, and only such third party, provided that no such
Transfer to any third party shall be permitted hereby unless made on terms which
are no more favorable to the third party than shall have been offered to AMI and
MWC and that the transferee agrees to be bound by this Paragraph (f)(iii) and
the Joint Venture Agreement.

                  (g) Commencing on a date three years from the Effective Date,
if and only if there is a deadlock among the parties, notwithstanding good faith
discussion for a period of thirty (30) calendar days among all parties concerned
and good faith discussion in two consecutive meetings of the holders of Shares,
MWC and AMI shall each have the right during the continuation of such deadlock
to purchase the Shares held by the other upon delivery of a formal purchase
offer (a "Formal Purchase Offer") to the other. Every Formal Purchase Offer

                                       -8-



must be irrevocable and must state the cash purchase price to be paid for the
seller's Shares at a closing to take place within twenty (20) Business Days
after acceptance of such Formal Purchase Offer. Every Formal Purchase Offer must
also include, separately from the cash purchase price, specific undertakings, to
become effective at the closing of the purchase, providing for the immediate and
complete (i) payment of all debts of the Corporation owed to the seller or its
Affiliates or representatives whether or not such debts are then due and payable
(the "Debt Payment"), and (ii) discharge, release and cancellation (including,
as attachments, the form of written consents or releases from third parties that
must be executed, delivered, and effective as a condition precedent to the
consummation of the proposed purchase, if such consents or releases are
necessary to effect such discharge, release and cancellation) of all guarantees
and obligations and assumption of all liabilities entered into or incurred by
seller or its Affiliates or representatives in its or their capacity as
stockholder, guarantor, director, officer, employee, agent or representative of
the Corporation or entered into or incurred by it or them on behalf of, or for
the benefit of, the Corporation (the "Release and Assumption Documents"). A
Formal Purchase Offer may be accepted at any time by written notice from the
party to whom it is addressed, and the first Formal Purchase Offer shall be
deemed accepted for all purposes by the party to whom it is addressed at the
close of business on the

                                       -9-



twenty-fifth (25th) Business Day following the date it was received by such
party, unless such party shall have theretofore delivered its own Formal
Purchase Offer to the party who sent the first Formal Purchase Offer. Such
second Formal Purchase Offer shall state a cash purchase price at least 5%
greater than the cash purchase price stated in the first Formal Purchase Offer.
In such event the first Formal Purchase Offer shall be deemed cancelled and the
party which delivered the first Formal Purchase Offer shall have ten (10)
Business Days during which it may decide to accept the second Formal Purchase
Offer or to submit a further Formal Purchase Offer stating a cash purchase price
at least 5% greater than the cash purchase price stated in the second Formal
Purchase Offer. If the party which received the second Formal Purchase Offer has
neither accepted the second Formal Purchase Offer nor submitted a further Formal
Purchase Offer by the close of business on the tenth (10th) Business Day
following the date the second Formal Purchase Offer was received, such party
shall be deemed to have accepted for all purposes the second Formal Purchase
Offer. The process of submitting Formal Purchase Offers (each stating a cash
purchase price at least 5% greater than the cash purchase price in the then
pending Formal Purchase Offer) shall continue thereafter (with the delivery of
each further Formal Purchase Offer effecting the cancellation of the then
pending Formal Purchase Offer) until one party shall have accepted a Formal
Purchase Offer either by explicit

                                      -10-



acceptance or by failure to submit a further Formal Purchase Offer before the
close of business on the tenth (10th) Business Day following receipt of the
Formal Purchase Offer then pending. The party which becomes the seller shall
cooperate fully in the preparation and execution of documents reasonably
required to permit the closing of the sale of its Shares to the other party. The
party which becomes the purchaser shall deliver at the closing the cash purchase
price, the Debt Payment and the Release and Assumption Documents provided for in
the Formal Purchase Offer that has been accepted or deemed accepted by the
seller. If such purchaser fails to deliver such payments and documents at the
closing (a "Defaulting Purchaser"), then the other party shall have the right
(which must be exercised in writing in a document delivered to the Defaulting
Purchaser within ten (10) Business Days) to compel a sale by the Defaulting
Purchaser of the Defaulting Purchaser's Shares in the manner and on the terms
that would have been required if the Defaulting Purchaser had accepted a formal
Purchase Offer which included a cash purchase price 10% lower than the cash
purchase price that was to have been paid at the closing at which it defaulted.
If such right to purchase at a 10% lower price is exercised, it shall be to the
exclusion of other remedies the party exercising such right might have had
against the Defaulting Purchaser. For purposes of this Paragraph (g), AMI shall
be deemed to be the owner of Shares held by TMK; provided, however, that if AMI
is the seller, MWC

                                      -11-



shall pay the cash purchase price to each of AMI and TMK in proportion to their
respective Share ownership, shall deliver the Debt Payment to such of AMI and
TMK as shall be entitled to receive it and shall deliver executed Release and
Assumption Documents for each of AMI and TMK.

                  (h) No stockholder effecting a Transfer permitted by
Paragraphs (e), (f) or (g) of this Article shall be relieved of any of its
liabilities and obligations to the Corporation or to the Other Stockholders
which arose or accrued prior to the effective date of such Transfer.

                           (i) All of the Corporation's issued Shares, exclusive
of treasury Shares, shall be represented by certificates and the following
legends shall be conspicuously noted on each certificate:

                  "THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO, AND
                  ARE TRANSFERRABLE ONLY UPON COMPLIANCE WITH, THE RESTRICTIONS
                  ON TRANSFER CONTAINED IN THE CERTIFICATE OF INCORPORATION, A
                  COPY OF WHICH IS ON FILE WITH THE SECRETARY OF STATE OF THE
                  STATE OF DELAWARE, AND THE RESTRICTIONS ON TRANSFER CONTAINED
                  IN A JOINT VENTURE AGREEMENT DATED AS OF OCTOBER 2, 1988. THE
                  CERTIFICATE OF INCORPORATION PROVIDES THAT THE TOTAL NUMBER OF
                  HOLDERS OF RECORD OF THE SHARES OF COMMON STOCK OF THE
                  CORPORATION SHALL NOT BE MORE THAN 10. THE CORPORATION WILL
                  MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE
                  CERTIFICATE OF INCORPORATION AND SUCH JOINT VENTURE AGREEMENT
                  WITHOUT CHARGE WITHIN FIVE (5) DAYS AFTER RECEIPT OF WRITTEN
                  REQUEST THEREFOR ADDRESSED TO THE CORPORATION."

                  (j) The Corporation shall not make fin offering of any Shares
which would constitute a "public offering" within the meaning of the United
States Securities Act of 1933, as it may be amended from time to time.

                                      -12-



                  (k) As used in this Article FOURTH, the following terms shall
have the meanings set forth below:

                  "Affiliate" of a person means any person controlling,
         controlled by, or under common control with such person.

                  "Business Day" shall mean any day of the year which is not a
         Saturday, a Sunday or a holiday on which the Federal Reserve Banks in
         the United States are closed.

                  "Effective Date" shall have the same meaning assigned to it in
         the Joint Venture Agreement.

                  "person" shall mean an individual, firm, trust, association,
         corporation, partnership, government (whether sovereign, federal,
         state, provincial, local or other political subdivision, or any agency
         or bureau of any of them), or other entity.

                  (1) Notwithstanding any other provisions of this Certificate
of Incorporation or the By-Laws of the Corporation or any provision of law which
might otherwise permit a lesser vote, in addition to any affirmative vote of the
holders of any particular class or a series of Shares required by law or this
Certificate of Incorporation, the affirmative vote of holders of all of the
issued and outstanding capital stock of the Corporation shall be required to
alter, amend, repeal or adopt any provision inconsistent with this Article
FOURTH.

                  FIFTH: To the full extent permitted by the General Corporation
Law of the State of Delaware or any other applicable laws presently or
hereafter in effect, no Director

                                      -13-



of the Corporation shall be personally liable to the Corporation or its
stockholders for or with respect to any acts or omissions in the performance of
his or her duties as a Director of the Corporation. Any repeal or modification
of this Article FIFTH shall not adversely affect any right or protection of a
Director of the Corporation existing immediately prior to such repeal or
modification.

                  SIXTH: Each person who is or was or had agreed to become a
Director or officer of the Corporation, or each such person who is or was
serving or who had agreed to serve at the request of the Board of Directors or
an officer of the Corporation as an employee or agent of the Corporation or as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise (including the heirs, executors,
administrators or estate of such person), shall be indemnified by the
Corporation to the full extent permitted by the General Corporation Law of the
State of Delaware or any other applicable laws as presently or hereafter in
effect. Without limiting the generality or effect of the foregoing, the
Corporation may enter into one or more agreements with any person which provide
for indemnification greater or different than that provided in this Article. No
amendment to or repeal of this Article SIXTH shall apply to or have any effect
on the right to indemnity permitted or authorized hereunder for or with respect
to claims asserted before or after such amendment or repeal arising from acts or

                                      -14-



omissions occurring in whole or in part before the effective date of such
amendment or repeal. The Corporation may, but shall not be obligated to,
maintain insurance, at its expense, for its benefit in respect of such
indemnification and that of any such person whether or not the Corporation would
otherwise have the power to indemnify such person.

                  SEVENTH: The Corporation reserves the right at any time and
from time to time to amend, alter, change or repeal any provision contained in
this Certificate of Incorporation, 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 now or hereafter prescribed herein or by applicable law; and all rights,
preferences and privileges of whatsoever nature conferred upon stockholders,
directors or any other persons whomsoever by and pursuant to this Certificate of
Incorporation in its present form or as hereafter amended are granted subject
to this reservation.

                  EIGHTH: Notwithstanding any provision of law which might
otherwise permit a lesser vote, in addition to any affirmative vote of the
holders of any particular class or a series of shares required by law or this
Certificate of Incorporation, the affirmative vote of holders of at least
two-thirds of the Corporation's Shares, voting as a single class, shall be
required to alter, amend, or repeal any provision of this Certificate of
Incorporation, except where the provisions of this Certificate of Incorporation
shall

                                      -15-



require a different or greater vote, in which case such requirements for a
different or greater vote shall govern.

                  NINTH: The name and mailing address of the incorporator is
Gary D. Begeman, 1900 Huntington Center, 41 South High Street, Columbus, Ohio
43215.

                  TENTH: The names and mailing addresses of the persons who are
to serve as the Directors of the Corporation until the first annual meeting of
stockholders or until their successors are elected and qualified is as follows:



       NAME                              MAILING ADDRESS
       ----                              ---------------
                                     
Joseph C. Overbeck                      4000 Collins Road
                                        Lansing, MI 48910

Alton N. McCotter                       4000 Collins Road
                                        Lansing, MI 48910

Douglas v, Switzer                      4000 Collins Road
                                        Lansing, MI 48910

Richard W. Tuley                        4000 Collins Road
                                        Lansing, MI 48910

Shigesaburo Asai                        547-1 Horinouchi
                                        Kikugawa-cho
                                        Shizuoka, Japan

Tatsuo Egusa                            Lake Center Plaza, Suite 214N
                                        1699 Wall Street
                                        Mt. Prospect, IL 60056

Tetsuya Otsuka                          547-1 Horinouchi
                                        Kikugawa-cho
                                        Shizuoka, Japan

John R. Fennell                         444 Market Street
                                        10th Floor
                                        San Francisco, CA 94114


                                      -16-



                  IN WITNESS WHEREOF, I the undersigned, being the incorporates
hereinabove named, do hereby execute this Certificate of Incorporation this 28th
day of September, 1988.

                                               /s/ Gary D. Begeman
                                               --------------------------------
                                               Gary D. Begeman

                                      -17-



    STATE OF DELAWARE
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 10/05/1992
   922825028 - 2174088

                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                        ASAHI MOTOR WHEEL COMPANY. INC.

         Pursuant to Section 242(1) and (b)(1) of the General Corporation Law of
Delaware and the SEVENTH and EIGHT Articles of the Certificate of Incorporation,
the undersigned Corporation executes this Certificate of Amendment to its
Certificate of Incorporation:

         FIRST: That by written unanimous consent, the Board of Directors of
Asahi Motor Wheel Company, Inc., adopted the following Resolution setting forth
a proposed amendment to the Certificate of Incorporation and directing that such
proposed Amendment be submitted to the Shareholders of the Corporation for their
written consent. The Resolution setting forth the proposed Amendment is as
follows:

         RESOLVED, that the FIRST Article of the Certificate of Incorporation
         filed September 29, 1988, in the office of the Secretary of State of
         the State of Delaware, be amended to read in its entirety as follows:

                  FIRST: The name of the Corporation (the "Corporation") is:
                  Aluminum Wheel Technology, Inc.

         RESOLVED, that the foregoing Amendment be submitted to a vote of the
         Shareholders of the Corporation for their approval with the affirmative
         recommendation of the Board of Directors that such Amendment be
         approved;

         RESOLVED, that, upon approval of the foregoing Amendment by the
         Shareholders of the Corporation, the officers of the Corporation are
         hereby authorized and directed to cause to be executed and



         filed with the appropriate government authorities, Certificate of
         Amendment in the form attached to this Resolution;

         RESOLVED, that upon approval of the foregoing Amendment by the
         Shareholders of the Corporation, and the filing of Certificate of
         Amendment with appropriate governmental authorities, that the officers
         thereupon take all further action that is necessary to effect the
         change of name of the Corporation so that customers, vendors and the
         public generally will be aware that the name of the Corporation has
         been changed to Aluminum Wheel Technology, Inc., and that the trademark
         of the Corporation will be "Alumitech".

Executed: June 26, 1992                /s/ Joseph C. Overbeck
                                       --------------------------------------
                                       JOSEPH C. OVERBECK, DIRECTOR

Executed: June 26, 1992                /s/ Alton N. McCotter
                                       --------------------------------------
                                       ALTON N. McCOTTER, DIRECTOR

Executed: June 26, 1992                /s/ Douglas V. Switzer
                                       --------------------------------------
                                       DOUGLAS V. SWITZER, DIRECTOR

Executed: June 26, 1992                /s/ Richard W. Tuley
                                       --------------------------------------
                                       RICHARD W. TULEY, DIRECTOR

Executed: July 5, 1992                 /s/ Shiqesaburo Asai
                                       --------------------------------------
                                       SHIGESABURO ASAI, DIRECTOR

Executed: July 5, 1992                 /s/ Tatsuo Egusa
                                       --------------------------------------
                                       TATSUO EGUSA, DIRECTOR

Executed: July 5, 1992                 /s/ Tetsuya Otsuka
                                       --------------------------------------
                                       TETSUYA OTSUKA, DIRECTOR

Executed: July 17, 1992                /s/ Jon Gardner
                                       --------------------------------------
                                       JON GARDNER, DIRECTOR



         SECOND: That thereafter pursuant to the Resolution of the Board of
Directors of the Corporation, such Amendment was submitted to all of the
Shareholders of the Corporation holding all of the outstanding stock for their
written consent and unanimous consent thereto was given by the adoption of the
following Resolution:

         RESOLVED, that the recommendation of the Board of Directors of Asahi
         Motor Wheel Company, Inc., recommending that the name of the
         corporation be changed, be and is hereby approved and ratified;

         RESOLVED, that in compliance with the present Certificate of
         Incorporation, the undersigned as owners of 100% of the outstanding
         stock in the Corporation do hereby authorize the amendment of the FIRST
         Article of the Certificate of Incorporation filed September 29, 1988,
         in the Office of the Secretary of State of the State of Delaware to be
         amended in its entirety so that it will read as follows:

                  FIRST: The name of the Corporation (the "Corporation") is:
                  Aluminum Wheel Technology, Inc.

         RESOLVED, that the officers of the Corporation are hereby authorized
         and directed to cause to be executed and filed with the appropriate
         governmental authorities, Certificate of Amendment in the form attached
         to this Resolution;

         RESOLVED, that upon approval of the foregoing Amendment by the
         Shareholders of the Corporation, and the filing of the Certificate of
         Amendment with appropriate governmental authorities, that the officers
         thereupon take all further action that is necessary to effect the
         change of the name of the Corporation so that customers, vendors and
         the public generally will be aware that the name of the Corporation has
         been changed to Aluminum Wheel Technology, Inc. and that the trademark
         will be "Alumitech".

                                    MOTOR WHEEL CORPORATION,
                                    SHAREHOLDER

Executed: July 24, 1992                   By: /s/ Joseph C. Overbeck
                                              ----------------------------------
                                              JOSEPH C. OVERBECK, PRESIDENT



                                              ASAHI TEC CORPORATION,
                                              SHAREHOLDER

Executed: July 24, 1992                   By: /s/ Ichinosuke Oka
                                              ----------------------------------
                                              ICHINOSUKE OKA, PRESIDENT

                                              TOMEN CORPORATION,
                                              SHAREHOLDER

Executed: August 4, 1992                  By: /s/ Yasuo Matsukawa
                                              ----------------------------------
                                              YASUO MATSUKAWA,
                                              EXECUTIVE VICE-PRESIDENT

                                              TOMEN AMERICA, INC.,
                                              SHAREHOLDER

 Executed: August 14, 1992                By: /s/ Kazuo Miyaoka
                                              ----------------------------------
                                              KAZUO MIYAOKA, PRESIDENT

         THIRD: That pursuant to the applicable provisions of the Corporate law
of the State of Delaware, the state of incorporation, and the requirements of
the Certificate of Incorporation heretofore adopted and filed in the office of
the Secretary of State of the State of Delaware on September 29, 1988, No. 29294
in Book 771, Page 313, of said Office, the Amendment changing the name of the
Corporation to Aluminum Wheel Technology, Inc. has been duly authorized.

         IN WITNESS WHEREOF, this Certificate of Amendment is signed by Douglas
V. Switzer as President and attested by Charles C. Adams, Secretary, this the
24th day of September, 1992.

                                              ASAHI MOTOR WHEEL. COMPANY, INC.

                                          By: /s/ DOUGLAS V. SWITZER
                                              ----------------------------------
                                              DOUGLAS V. SWITZER, PRESIDENT

ATTEST:

/s/ Charles C. Adams
- ----------------------------
SECRETARY



STATE OF KENTUCKY

COUNTY OF PULASKI...SCT:

         Subscribed and sworn to before me by Douglas V. Switzer, President and
Charles C. Adams, Secretary of Aluminum Wheel Technology, Inc., this the 24th
day of September, 1992.

         My Commission Expires: August 24, 1994

                                    /s/ Angela G. Gilpin
                                    -----------------------------------
                                    NOTARY PUBLIC, STATE-AT-LARGE

THIS INSTRUMENT DRAFTED BY;

ADAMS & ADAMS
ATTORNEYS AT LAW
P.O. BOX 35
SOMERSET, KENTUCKY 42502
(606) 678-4916

By: /s/ Charles C. Adams
    -------------------------
    CHARLES C. ADAMS



   STATE OF DELAWARE
  SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 11:30 AM 05/07/1998
  981175727 - 2174088

                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                        ALUMINUM WHEEL TECHNOLOGY, INC.

         ALUMINUM WHEEL TECHNOLOGY, INC., a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "Corporation"),
does hereby certify as follows:

         FIRST: The Corporation's Certificate of Incorporation was filed on
September 29,1988, with the Secretary of State of the State of Delaware.

         SECOND: The amendment to the Certificate of Incorporation set forth
herein was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

         THIRD: ARTICLE FIRST of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:

                  FIRST: The name of the Corporation is HAYES LEMMERZ
         INTERNATIONAL - KENTUCKY, INC.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed in its name and on its behalf and attested on this 5th
day of May, 1998 by duly authorized officers of the Corporation.

                                      ALUMINUM WHEEL TECHNOLOGY, INC

                                  By: /s/ William D. Shovers
                                      --------------------------------
                                      Name:  William D. Shovers
                                      Title: Vice President - Finance

ATTEST:

By: /s/ Patrick B. Carey
    ---------------------------
    Name:  Patrick B. Carey
    Title: Assistant Secretary



                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                  HAYES LEMMERZ INTERNATIONAL -KENTUCKY, INC.

         HAYES LEMMERZ INTERNATIONAL -KENTUCKY, INC. a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Company"), does hereby certify as follows:

         FIRST: The Company's Certificate of Incorporation was filed on
September 29, 1988, with the Secretary of State of the State of Delaware.

         SECOND: The amendment to the Certificate of Incorporation set forth
herein was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

         THIRD: Section (b)(ii) of ARTICLE FOURTH of me Certificate of
Incorporation is hereby amended to read in its entirety as follows:

         FOURTH: (b)(ii) The number of Directors of the Corporation shall be
         eight At each meeting of the stockholders at which all of the members
         of the Board of Directors are to be elected, the holders of a majority
         of the Series A Shares, voting separately, shall elect four Directors,
         the holder of a majority of the Series B Shares, voting separately,
         shall elect three Directors, and the holders of a majority of the
         Series C Shares, voting separately, shall elect one Director. Any
         Director so elected may be removed, whether or not for cause, only by
         the vote of the holders of a majority of the Series A Shares, Series B
         Shares or Series C Shares, as the case may be, which elected such
         person as a Director. Vacancies on the Board of Directors among the
         Directors so elected, whether resulting from removal, resignation,
         death or otherwise, shall be filed by the holders of a majority of the
         Series A Shares, Series B Shares or Series C Shares, as the case may
         be, which elected such person who is no longer a member of the Board of
         Directors. Such vacancies shall be filled by the vote of the holders of
         a majority of the Series A Shares, Series B Shares or Series C Shares,
         as the case may be, at an annual or special meeting of stockholders or
         pursuant to a written action signed by all of the holders of such
         Series A Shares, Series B Shares or Series C Shares, as the case may
         be, and delivered to the Corporation and the other stockholders at any
         time after any such vacancy shall arise. However, in the event that the
         Series A Shares, Series B Shares and Series C Shares are all owned by
         one stockholder, the number of Directors of the Corporation may be less
         than eight (8) members, provided that the number of Directors shall be
         not less than one (1) member, as designated by the Company's sole
         stockholder from time to time.

     STATE OF DELAWARE
    SECRETARY OF STATE
 DIVISION OF CORPORATIONS
FILED 10:30 AM 11/01/2001
   010549440 - 2174088



         IN WITNESS WHEREOF, the Company has caused this Certificate of
Amendment to be signed in its name and on its behalf and attested on this 1st
day of October, 2001 by duly authorized officers of the Company.

                                         HAYES LEMMERZ INTERNATIONAL -
                                         KENTUCKY, INC.

                                         By: /s/ Gary J. Findling
                                             -----------------------------------
                                             Name:  Gary J. Findling
                                             Title: Treasurer

ATTEST:

By: /s/ Patrick B. Carey
    ------------------------
    Name: Patrick B. Carey
    Title: Secretary


                                                                    EXHIBIT 3.36

                                     BY-LAWS

                                       OF

                         ASAHI MOTOR WHEEL COMPANY, INC.



                         ASAHI MOTOR WHEEL COMPANY, INC.

                                     BY-LAWS

                                Table of Contents



                                                                                                            Page
                                                                                                            ----
                                                                                                         
ARTICLE I - OFFICES

        Section 1.    General and Registered Offices ...................................................      1

        Section 2.    Other Offices ....................................................................      1

ARTICLE II - MEETINGS OF STOCKHOLDERS

        Section 1.    Time and Place of Meetings .......................................................      2

        Section 2.    Annual Meeting ...................................................................      2

        Section 3.    Special Meetings .................................................................      2

        Section 4.    Notice of Meetings ...............................................................      3

        Section 5.    Quorum............................................................................      3

        Section 6.    Voting ...........................................................................      4

        Section 7.    Written Action....................................................................      5

ARTICLE III - DIRECTORS

        Section 1.    Numbers of Directors..............................................................      5

        Section 2.    Authority of the Board of Directors...............................................      5

        Section 3.    Meetings of the Board of Directors................................................      6

        Section 4.    Notice of Meetings................................................................      6

        Section 5.    Quorum; Required Vote; Election of Chairman.......................................      7

        Section 6.    Written Action....................................................................      9

        Section 7.    Location of Meetings; Participation in Meetings by Conference Telephone...........      9


                                      - i -



                                Table of Contents
                                   (continued)



                                                                                                            Page
                                                                                                            ----
                                                                                                         
        Section 8.    Committees........................................................................     10

        Section 9.    Compensation......................................................................     11

        Section 10.   Rules.............................................................................     11

ARTICLE IV - NOTICES

        Section 1.    Generally.........................................................................     11

        Section 2.    Waivers...........................................................................     12

ARTICLE V - OFFICERS

        Section 1.    Officers; Executive Committee.....................................................     12

        Section 2.    Compensation......................................................................     14

        Section 3.    Succession........................................................................     14

        Section 4.    Authority and Duties..............................................................     15

        Section 5.    Execution of Documents............................................................     15

ARTICLE VI - STOCK

        Section 1.    Certificates......................................................................     16

        Section 2.    Transfer..........................................................................     16

        Section 3.    Legends...........................................................................     17

        Section 4.    Lost, Stolen or Destroyed Certificates............................................     17

ARTICLE VII - GENERAL PROVISIONS

        Section 1.    Fiscal year.......................................................................     17

        Section 2.    Corporate Seal....................................................................     18


                                     - ii -



                                Table of Contents
                                   (continued)



                                                                                                            Page
                                                                                                            ----
                                                                                                         
        Section 3.    Reliance upon Books, Reports and Records .........................................     18

        Section 4.    Time Periods .....................................................................     18

        Section 5.    Dividends ........................................................................     18

ARTICLE VIII - AMENDMENTS

        Section 1.    Amendments........................................................................     19


                                     - iii -



                         ASAHI MOTOR WHEEL COMPANY, INC.

                                     BY-LAWS

         Asahi Motor Wheel Company, Inc. (the "Corporation") and the
stockholders of the Corporation are parties to a joint venture agreement entered
into pursuant to Sections 350 and 354 of the General Corporation Law of the
State of Delaware ("GCL") (such agreement, as amended from time to time, is
herein referred to as the "Joint Venture Agreement"). If the provisions of these
By-Laws conflict with, or are at variance with, the provision of the Joint
Venture Agreement, the provisions of the Joint Venture Agreement shall control.

                                    ARTICLE I

                                     OFFICES

         Section 1. General and Registered Office. The general office of the
Corporation shall be located at such place, within or without the State of
Delaware, as the Board of Directors shall, from time to time, determine or the
business of the Corporation may require. The registered office shall be in the
City of Wilmington, County of New Castle, State of Delaware.

         Section 2. Other Offices. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.



                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         Section 1. Time and Place of Meetings. All meetings of the stockholders
for the election of directors or for any other purpose shall be held at such
time and place, within or without the State of Delaware, as may be authorized by
the Board of Directors and stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

         Section 2. Annual Meeting. Annual meetings of the stockholders,
commencing with the year 1989, shall be held on the second Thursday in July if
not a legal holiday, and if a legal holiday, then on the next business day
following, at 10:00 a.m. (local time at the principal offices of the
Corporation), or at such other date and time as shall be designated from time to
time by the Board of Directors, at which meeting the stockholders shall, in
accordance with Article FOURTH of the Certificate of Incorporation, elect a
Board of Directors and transact such other business as may properly be brought
before the meeting.

         Section 3. Special Meetings. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by law or by Certificate of
Incorporation, may be called by the Board of Directors, and shall be called by
the President or the Secretary at the request in writing of stockholders owning
two-thirds in amount of the entire capital

                                       -2-



stock of the Corporation issued and outstanding and entitled to vote. Such
request shall be sent to the President and the Secretary and shall state the
purpose or purposes of the proposed meeting. Any special meeting of stockholders
shall be held at such place, on such date and at such time as the President or
the Secretary, as the case may be, shall fix.

         Section 4. Notice of Meetings. Written notice of every meeting of the
stockholders, stating the place, date and hour of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be given not less than thirty nor more than sixty days before the date of
the meeting to each stockholder entitled to vote at such meeting, except as
otherwise provided herein or by law. When a meeting is adjourned to another
place, date or time, written notice need not be given of the adjourned meeting
if the place, date and time thereof are announced at the meeting at which the
adjournment is taken; provided, however, that if the adjournment is for more
than thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, written notice of the place, date and time of the adjourned
meeting shall be given in conformity herewith. At any adjourned meeting, any
business may be transacted which might have been transacted at the original
meeting.

         Section 5. Quorum. The holders of two-thirds of the entire capital
stock of the Corporation issued and outstanding and entitled to vote thereat,
present in person or represented

                                       -3-



by proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented.

         Section 6. Voting. Except as otherwise provided by law or by
the Certificate of Incorporation or these By-Laws, each stockholder shall be
entitled at every meeting of the stockholders to one vote for each share of
stock having voting power standing in the name of such stockholder on the books
of the Corporation on the record date for the meeting and such votes may be cast
either in person or by written proxy. Every proxy must be executed in writing by
the stockholder or his or her duly authorized attorney. Such proxy shall be
filed with the Secretary of the Corporation before or at the time of the
meeting. The vote upon any question brought before a meeting of the stockholders
shall be by written ballot. Every vote taken by written ballot shall be counted
by one or more inspectors of election appointed by the Board of Directors. When
a quorum is present at any meeting, the vote of the holders of two-thirds of the
entire capital stock of the Corporation issued and outstanding and entitled to
vote thereon shall decide any question properly brought before such meeting,

                                       -4-



unless the question (a) shall relate to the election of members of the Board of
Directors of the Corporation, in which case such question shall be decided
pursuant to Article FOURTH of the Certificate of Incorporation, or (b) is one
upon which, by express provision of law, the Certificate of Incorporation or
these By-Laws a different vote is required, in which case such express provision
shall govern and control the decision of such question.

         Section 7. Written Action. Any action required to be taken at any
annual or special meeting of stockholders of the Corporation, or any action
which may be taken at any annual or special meeting of such stockholders, may be
taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted.

                                   ARTICLE III

                                    DIRECTORS

         Section 1. Number of Directors. As set forth in the Certificate of
Incorporation, the number of Directors of the Corporation shall be eight.

         Section 2. Authority of the Board of Directors. Except to the extent
otherwise provided in the Certificate of

                                       -5-



Incorporation, the Joint Venture Agreement and these By-Laws, the business and
affairs of the Corporation shall be managed by or under the direction of the
Board of Directors, which may exercise all such powers of the Corporation and do
all such lawful acts and things as are not by law, by the Certificate of
Incorporation, by these By-Laws or by the Joint Venture Agreement directed or
required to be exercised or done by the stockholders.

         Section 3. Meetings of the Board of Directors. Regular meetings of the
Board of Directors may be held at such times and places as shall from time to
time be determined by the Board of Directors (not less frequently than once each
year). Special meetings of the Board of Directors may be called by the President
and shall be called by the President or the Secretary on the written request of
any director.

         Section 4. Notice of Meetings. (a) Notice of the time and place of the
meetings of the Board of Directors shall be effective (i) if delivered to each
director by recognized overnight courier delivery services or by confirmed
telecopy at least 14 days prior to the date of such meeting, (ii) if telephoned
or hand-delivered to each director at least 14 days prior to the date of such
meeting, or (iii) if delivered to each director by one of the methods specified
in subclauses (i) or (ii) of this Section 4(a) at least 72 hours prior to the
time of such meeting after receipt by the Corporation of a written request for a
meeting, signed by at least one director

                                       -6-



elected by the holders of a majority of the Series A Shares and at least one
director elected by the holders of a majority of the Series B Shares, stating
that the meeting should be held more promptly than would otherwise be permitted
pursuant to subclauses (i) and (ii) of this Section 4(a). Actual receipt of
notice by the directors shall not be required, and notice under this Section 4
shall be deemed received if sent to a director at the address or the telecopy
number designated for such notices by the director or communicated to the
director or to a responsible person at the telephone number designated for such
notices by the director.

         (b) Notices of meetings of the Board of Directors shall identify the
purpose of the meeting and the business to be transacted at the meeting
including an agenda setting forth actions to be voted upon at such meeting;
provided that the failure to specifically identify an action to be taken or
voted upon or business to be transacted shall not invalidate any action taken or
any business transacted at a meeting.

         (c) This Section 4 of Article III of the By-Laws may not be amended by
the Board of Directors unless all of the directors shall approve of or consent
to the amendment or by the stockholders unless the holders of all of the issued
and outstanding shares of capital stock of the Corporation shall vote in favor
of or consent to the amendment.

         Section 5. Quorum; Required Vote; Election of Chairman. (a) Five
members of the Board of Directors shall constitute a

                                       -7-



quorum for the transaction of business at a meeting of the Board of Directors.
If a quorum shall not be present at any meeting of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time to another
place, time or date, without notice other than announcement at the meeting,
until a quorum shall be present.

         (b) No action of the Board of Directors shall be valid for any purpose
unless taken in accordance with this Section 5. The act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, provided, however, that any such majority must include
at least two directors elected by the holders of a majority of the Series A
Shares and at least two directors elected by the holders of a majority of the
Series B Shares.

         (c) Each of the actions by the Corporation set forth in Exhibit A
attached to these By-Laws shall be considered by, and require the approval of,
the Board of Directors.

         (d) The Board of Directors shall elect one of the directors who is
elected by the holders of a majority of the Series A Shares (but who is not an
employee of the Corporation) to serve as the Chairman of the Board of Directors
to preside over meetings of the Board of Directors, provided, that if all Shares
other than Series A Shares are held by one stockholder, the Chairman of the
Board of Directors shall be elected for a two year term and shall, in
alternating two year periods, be a director who is elected by such stockholder
(but who is not an

                                       -8-



employee of the Corporation) or a director who is elected by the holders of a
majority of the Series A Shares (but who is not an employee of the Corporation).

         (e) In the event a director is not able to attend a meeting of the
Board of Directors, the holder of a majority of the Series of the Shares which
elected that director may, by written consent delivered in accordance with the
Certificate of Incorporation, remove the absent director and appoint a new
director to act at such meeting. Such absent director may be subsequently
reappointed in accordance with the procedure set forth in the preceding
sentence.

         (f) The provisions of subsection (a), (b), (e) and this subsection (f)
of this Section 5 of Article III of the By-Laws may not be amended by the Board
of Directors unless all of the Directors shall approve of or consent to the
amendment or by the stockholders unless the holders of all of the issued and
outstanding capital stock of the Corporation shall vote in favor of or consent
to the amendment.

         Section 6. Written Action. Any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting if all members of the Board or committee, as the case
may be, consent thereto in writing, and the writing or writings are filed with
the minutes or proceedings of the Board or Committee.

         Section 7. Location of Meetings; Participation in Meetings by
Conference Telephone. Meetings of the Board of Directors may be held at any
location, within or without the United

                                       -9-



States. Members of the Board of Directors, or any committee designated by the
Board of Directors, may participate in a meeting of the Board of Directors, or
any such committee, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at the meeting.

         Section 8. Committees. The Board of Directors may designate one or more
committees, each committee to consist of two or more of the directors of the
Corporation as the Board of Directors may determine, including at least one
director elected by holders of a majority of the Series A Shares and at least
one director elected by holders of a majority of the Series B Shares. Any such
committee may exercise such lawfully delegable powers and duties as the Board
may confer. Each such committee shall serve at the pleasure of the Board of
Directors. Subject to the provisions of this Section 8, the Board may designate
one or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. Except as
otherwise provided by law, any such committee, to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the Corporation. Any committee or committees so designated by the
Board shall have such name or names as may be determined from time to time by
resolution adopted by the Board of Directors. Unless otherwise prescribed by the
Board of Directors, a

                                      -10-



majority of the members of the committee shall constitute a quorum for the
transaction of business, and the act of a majority of the members present at a
meeting at which there is a quorum shall be the act of such committee. Each
committee shall prescribe its own rules for calling and holding meetings and its
method of procedure, subject to any rules prescribed by the Board of Directors,
and shall keep a written record of all actions taken by it.

         Section 9. Compensation. Each member of the Board of Directors shall
serve in such capacity without compensation by the Corporation, provided that
the foregoing, shall not prohibit the Corporation from compensating any member
of the Board of Directors engaged by the Corporation in any other capacity. The
Corporation shall pay the reasonable expenses of each director incurred in
connection with his duties as a director including travel expenses.

         Section 10. Rules. The Board of Directors may adopt such special rules
and regulations for the conduct of their meetings and the management of the
affairs of the Corporation as they may deem proper, not inconsistent with law or
these By-Laws.

                                   ARTICLE IV

                                     NOTICES

         Section 1. Generally. Except as otherwise provided in these By-Laws,
whenever by law or under the provisions of the Certificate of Incorporation or
these By-Laws, notice is

                                      -11-



required to be given to any director or stockholder, it shall not be construed
to mean personal notice, but such notice may be given in writing, by recognized
overnight courier delivery services, addressed to such director or stockholder
at his address as it appears on the records of the Corporation and such notice
shall be deemed to be given at the time when the same shall be deposited with a
recognized overnight courier delivery service. Notice to directors may also be
given by the methods specified in Section 4(a) of these By-Laws.

         Section 2. Waivers. Whenever any notice is required to be given by law
or under the provisions of the Certificate of Incorporation, these By-Laws or
the Joint Venture Agreement, a waiver thereof in writing, signed by the person
or persons entitled to such notice, whether before or after the time of the
event for which notice is to be given, shall be deemed equivalent to such
notice. Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends a meeting for the express
purpose of objecting at the beginning of the meeting to the transaction of any
business because the meeting is not lawfully called or convened.

                                    ARTICLE V

                                    OFFICERS

         Section 1. Officers; Executive Committee. (a) The officers of the
Corporation shall consist of a President, two

                                      -12-



Executive Vice Presidents, a Secretary and a Treasurer. The Board of Directors
may also appoint one or more Vice Presidents, and one or more Assistant
Secretaries and Assistant Treasurers. Any number of offices may be held by the
same person but no officer may take any action or execute any document on behalf
of the Corporation in more than one capacity.

         (b) Between meetings of the Board of Directors, substantive items of
business shall be determined by the Executive Committee consistent with the
policies established by the Board of Directors. The Executive Committee shall
consist of three officers, (i) the President of the Corporation who shall be
appointed by the holders of a majority of the Series A Shares, (ii) an Executive
Vice President of the Corporation who shall be appointed by the holders of a
majority of the Series B Shares, and (iii) the other Executive Vice President of
the Corporation who shall be appointed by the holders of a majority of the
Series C Shares. Any action by the Executive Committee shall require unanimous
agreement of its members. The provisions of this subsection (b) of this Section
1 of Article V of the By-Laws may not be amended by the Board of Directors
unless all of the directors shall approve of or consent to the amendment or by
the stockholders unless the holders of all of the issued and outstanding capital
stock of the Corporation shall vote in favor of or consent to the amendment.

                                      -13-



         (c) Each of the actions set forth in Exhibit B attached to these
By-Laws shall be referred by the officers of the Corporation to, and may be
approved by, the Executive Committee without approval of the Board of Directors.

         Section 2. Compensation. The compensation of all officers and agents of
the Corporation who are also directors of the Corporation shall be fixed by the
Board of Directors. The Board of Directors may delegate the power to fix the
compensation of other officers and agents of the Corporation to the Executive
Committee or an officer of the Corporation.

         Section 3. Succession. The officers of the Corporation shall hold
office until their successors are elected and qualified. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the directors. In the case of the President or
an Executive Vice President of the Corporation, such officers may only be
removed by the vote of the holders of a majority of Series A Shares, Series B
Shares or Series C Shares, as the case may be, which appointed such officer. Any
officer may resign at any time upon written notice to the Corporation. Subject
to the provisions of Section 1 of this Article with respect to the procedures
for the appointment of the President or the Executive Vice Presidents of the
Corporation, any vacancy occurring in any office of the Corporation may be
filled by the Board of Directors.

                                      -14-



         Section 4. Authority and Duties. Each of the officers of the
Corporation shall have such authority and shall perform such duties as are
customarily incident to their respective offices, or as may be specified from
time to time by the Board of Directors in a resolution regardless of whether
such authority and duties are customarily incident to such office.

         Section 5. Execution of Documents. The President shall have full power
and authority to execute all duly authorized contracts, agreements, deeds,
conveyances or other obligations of the Corporation, applications, consents,
proxies and other powers of attorney, and other documents and instruments,
except where required or permitted by law to be otherwise executed and except
where the execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation. In addition, the
President may delegate to other officers, employees and agents of the
Corporation the power and authority to execute, on behalf of the Corporation,
duly authorized contracts, agreements, deeds, conveyances, or other obligations
of the Corporation, applications, consents, proxies and other powers of
attorney, and other documents and instruments, with such limitations as the
President may specify; such authority so delegated by the President shall not be
re-delegated by the person to whom such execution authority has been delegated.

                                      -15-



                                   ARTICLE VI

                                      STOCK

         Section 1. Certificates. Certificates representing shares of stock of
the Corporation shall be in such form as shall be determined by the Board of
Directors, subject to applicable legal requirements. Such certificates shall be
numbered and their issuance recorded in the books of the Corporation, and such
certificate shall exhibit the holder's name and the number of shares and shall
be signed by, or in the name of the Corporation by, the President and the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer
of the Corporation and shall bear the corporate seal, if any. Where any such
certificate is countersigned by a transfer agent or a registrar other than the
Corporation or its employee, the signatures of any such officers of the
Corporation and the seal of the Corporation, if any, upon such certificates may
be facsimiles, engraved or printed.

         Section 2. Transfer. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer which complies with any restriction on the transfer of such shares as
may then exist, it shall be the duty of the Corporation to issue, or to cause
its transfer agent to issue, a new certificate to the person entitled thereto,
cancel the old certificate and record the transaction upon its books.

                                      -16-



         Section 3. Legends. Each certificate for stock shall include the
legends for stock referred to in Section 347(a)-(c) of the GCL and such other
legends, not inconsistent with the GCL, as the Board of Directors of the
Corporation may specify.

         Section 4. Lost, Stolen or Destroyed Certificates. The President may
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed upon the making of an affidavit of that
fact, satisfactory to the President, by the person claiming the certificate of
stock to be lost, stolen or destroyed. As a condition precedent to the issuance
of a new certificate or certificates the President may require the owner of such
lost, stolen or destroyed certificate or certificates to give the Corporation a
bond in such sum and with such surety or sureties as the President may direct as
indemnity against any claims that may be made against the Corporation with
respect to the certificate alleged to have been lost, stolen or destroyed or the
issuance of the new certificate.

                                   ARTICLE VII

                               GENERAL PROVISIONS

         Section 1. Fiscal Year. The fiscal year of the Corporation shall begin
on April 1 or such other date as shall be fixed from time to time by the Board
of Directors.

                                      -17-



         Section 2. Corporate Seal. The Board of Directors may adopt a corporate
seal and use the same by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.

         Section 3. Reliance upon Books, Reports and Records. Each director,
each member of a committee designated by the Board of Directors, and each
officer of the Corporation shall, in the performance of his or her duties, be
fully protected in relying in good faith upon the records of the Corporation and
upon such information, opinions, reports or statements presented to the
Corporation by any of the Corporation's officers or employees, or committees of
the Board of Directors, or by any other person as to matters the director,
committee member or officer believes are within such other person's professional
or expert competence and who has been selected with reasonable care by or on
behalf of the Corporation.

         Section 4. Time Periods. In applying any provision of these By-Laws
which requires that an act be done or not be done a specified number of days
prior to an event or that an act be done during a period of a specified number
of days prior to an event, calendar days shall be used, the day of the doing of
the act shall be excluded and the day of the event shall be included.

         Section 5. Dividends. The Board of Directors may from time to time
declare and the Corporation may pay dividends upon its outstanding shares of
capital stock, in the manner and upon

                                      -18-



the terms and conditions provided by law and the Certificate of Incorporation.

                                  ARTICLE VIII

                                   AMENDMENTS

         Section 1. Amendments. These By-Laws and the Exhibits attached hereto
may be altered, amended or repealed, and new By-Laws may be adopted only by the
holders of two-thirds of the issued and outstanding shares of capital stock of
the Corporation, except where provisions of these By-Laws shall require a
different or greater vote, in which case such requirements for a different or
greater vote shall govern.

                                      -19-



                                                                       Exhibit A

                           Actions Requiring Approval
                           of the Board of Directors

         The following actions shall require the approval of the Board of
Directors:

      (i)      Appointment and removal of officers of NEWCO other than
               executive officers appointed pursuant to Article V, Section l(b)
               of the By-Laws;

     (ii)      Execution of employment agreements with officers of the
               Corporation, provided, however, that the Board of Directors shall
               not unreasonably refuse to approve employment agreements between
               the Corporation and the executive officers appointed pursuant to
               Article V, Section l(b) of the By-Laws;

    (iii)      Formation or alteration of any contract between NEWCO and any
               party to the Joint Venture Agreement;

     (iv)      Determination of resolutions to be submitted by management for
               shareholder approval and approval of all financial statements and
               other materials to be distributed to shareholders by management;

      (v)      Consideration of the acquisition of Additional Facilities
               pursuant to Section 6.1 of the Joint Venture Agreement;

     (vi)      Commencement or settlement of material litigation;

    (vii)      Capital investment in an amount exceeding $500,000 in any one
               transaction or $1,000,000 in any fiscal year;

   (viii)      Borrowing of an amount exceeding $1,000,000 in any fiscal
               year, or the negotiation of a line of credit permitting borrowing
               in an amount exceeding $1,000,000, provided, however, that no
               approval by the Board of Directors shall be required for
               borrowings under such line of credit;

     (ix)      Lending an amount exceeding $1,000,000 in any fiscal year;

      (x)      Any purchase, or binding commitment to make purchases, of
               non-capital assets in an amount exceeding $1,500,000;



     (xi)      Any guarantee of an obligation of a third party in excess of
               $1,000,000;

    (xii)      Approval of long term business plans;

   (xiii)      Sale, assignment, transfer, lease or pledge of all or a
               substantial portion of the assets of NEWCO; and

    (xiv)      Any other matter for which approval of the Board of Directors
               is required under the terms of this Agreement, the Transaction
               Agreements or applicable law.

                                       -2-



                                                                       Exhibit B

                           Executive Committee Actions

         The following actions shall be referred to, and may be approved by, the
Executive Committee without approval of the Board of Directors:

      (i)      Major policy decisions regarding marketing;

     (ii)      Major personnel policy decisions;

    (iii)      Any capital investment in an amount exceeding $100,000 but not
               exceeding $500,000;

     (iv)      Any transaction for borrowing or lending an amount exceeding
               $100,000 but not exceeding $1,000,000 in any fiscal year;

      (v)      Approval of annual and semi-annual operating budgets;

     (vi)      Employment of managers;

    (vii)      Retention of lawyers and changes of accountants; and

   (viii)      Any other matter for which approval of the Executive Committee
               is required under the terms of this Agreement, the Transaction
               Agreements, or applicable law.



                                   MINUTES OF

                  THE REGULAR MEETING OF THE BOARD OF DIRECTORS

                                       OF

                         ASAHI MOTOR WHEEL COMPANY, INC.

                                  JUNE 17, 1992

         Pursuant to written notice given to all Directors, the Regular
Quarterly Meeting of the Board of Directors of Asahi Motor Wheel Company, Inc.
was held on Wednesday, June 17, 1992, at the Company offices, located at 300
Highway 461, Somerset, Kentucky 42501.

         Joseph C. Overbeck, Chairman of the Board chaired the meeting and
Charles C. Adams, Secretary took the Minutes. All Directors were present.

         Chairman Overbeck proceeded to state that the Minutes of the previous
meeting had been circulated among the Directors prior to the Meeting and
requested if there were any changes or additions. There being none upon motion
of Director Tuley, seconded by Director Gardner, the Minutes of the last meeting
were approved as read.

         It was reported that the Audit Committee met with the Company's
Auditor, Ernst and Young, prior to the Meeting. Director Tuley stated that the
Auditor's had found no weakness in the internal controls of the Company and
everything appeared to be operating smoothly. Thereupon, upon motion by Director
Tuley, seconded by Director Gardner, it was moved that the following resolution
be adopted:



                                   RESOLUTION

         WHEREAS, there has been presented to the Board of Directors the audited
financial statement of the Company for the fiscal year ending March 31, 1992,
and

         WHEREAS, it has been recommended by the Audit Committee that the
audited financial statement be approved by the Board of Directors,

         BE IT NOW RESOLVED, that the Board of Directors approve the audited
financial statement for the fiscal year ending March 31, 1992.

         BE IT FURTHER RESOLVED, that the audited financial statement for the
fiscal year ending March 31, 1992, be attached hereto and made a part of the
Minutes of this Board Meeting.

         Motion passed unanimously.

         The Chairman of the Board having asked for nominations for election of
President pursuant to the provisions of Article V, Section l(b), Director Tuley
representing the holder of all of the Series A stock nominated Douglas V.
Switzer for President. There being no further nominations upon motion of
Director Tuley, seconded by Director McCotter, it was moved that Douglas V.
Switzer be elected by acclamation. Motion carried unanimously.

         The Chairman of the Board having asked for the nominations for the
election of an Executive Vice-President pursuant to the provisions of Article V,
Section l(b), Director Asai representing the holder of all of the Series B
shares, nominated Tetsuya Otsuka, as Executive Vice-President. There being no
further nominations, upon motion of Director Asai, seconded by Director Tuley,
it was moved that Tetsuya Otsuka be elected by acclamation. Motion carried
unanimously.



         The Chairman of the Board having asked for nominations for the election
of Executive Vice-President, pursuant to the provisions of Article V, Section
l(b), Director Jon Gardner, representing the holder of all of the Series C
stock, nominated J. Sekimori, as Executive Vice-President. There being no
further nominations, upon motion of Director Jon Gardner, seconded by Director
Tuley, it was moved that J. Sekimori be elected by acclamation. Motion carried
unanimously.

         The Chairman having asked for nominations for the election of a
Chairman of the Board, pursuant to the provisions of Article III, Section 5(d),
Director Tuley nominated Joseph C. Overbeck for the office of Chairman of the
Board. There being no further nominations, upon motion of Director Tuley,
seconded by Director McCotter, it was moved that Joseph C. Overbeck be elected
Chairman of the Board by acclamation. Motion carried unanimously.

         The Chairman then asked for nominations for the election of Secretary,
Assistant Secretary and Treasurer. Director Tuley thereupon nominated Charles C.
Adams for the office of Secretary, Dale Martin for the office of Assistant
Secretary and J. Sekimori for the office of Treasurer. There being no further
nominations for the office of Secretary, Assistant Secretary and Treasurer, it
was thereupon moved by Director Tuley, seconded by Director Gardner that the
nominees be elected to fill the respective offices for which they were
nominated. Motion carried unanimously.



         Chairman Overbeck then called for a general discussion in respect to
changing the Corporate name of the Company. After discussion as to the use of
various names, motion was made by Director Tuley and seconded by Director
Gardner that the name of the Corporation be changed to Al-Tec Wheel, Inc.,
providing that such name passed the appropriate verification checks. Upon a vote
upon the Motion, all Directors voted in favor.

         The Audit Committee having recommended that the fiscal year be changed
to better fit the needs of the Company, it was moved by Director Tuley and
seconded by Director Gardner that the following Resolution be adopted:

                                   RESOLUTION

         WHEREAS, Section 1 of Article VII of the By-Laws of Asahi Motor Wheel
Company, Inc. provides that the fiscal year of the Corporation shall begin on
April 1, or such other date as shall be fixed from time to time by the Board of
Directors, and;

         WHEREAS, pursuant to the foregoing By-Laws, the Directors heretofore on
October 2, 1988 by written consent provided that the Corporation's fiscal year
shall end on March 31 of each year, and;

         WHEREAS, the Board of Directors has determined that it would be in the
best interest of the Corporation to change the fiscal year from April 1 through
March 31 to January 1 through December 31 of each and every year commencing
January 1, 1993;

         NOW THEREFORE, BE IT RESOLVED that pursuant to Section 1, Article VII
of the By-Laws, the Board of Directors do hereby change the fiscal year of Asahi
Motor Wheel Company, Inc. from April 1 through March 31 to January 1 through
December 31, effective January 1, 1993.

         BE IT FURTHER RESOLVED, that the Officers of said Corporation take all
necessary and appropriate action to effect the change of the fiscal year of said
Corporation as hereinbefore provided.



         All Directors voted in favor.

         President Switzer then proceeded to give a Marketing Report. He
reviewed the Sales history of fiscal year #3 in comparison to the budget and
made a budget forecast for fiscal year #4. He proceeded to make certain market
assumptions and a forecast for the current fiscal year #4. He then proceeded to
discuss the AMW wheel usage rate and potential for fiscal years #5 and #6. He
reviewed various business opportunities that the Company would have and
discussed government legislation that might impact upon the business future of
AMW. Attached hereto and made a part of the Minutes is the data presented by
President Switzer in respect to his Market Report.

         Vice President Sekimori then proceeded to give a Financial Report.

         Following the Financial Report there was a general discussion about
daily production rate, the accident rate, and the need for the Safety Committee
to appear before the Board with a Plan to improve safety.

         Chairman Overbeck then stated that the name change program should be
made known to the Board as soon as it was finalized. The Chairman went on to
state that there was an overall improvement made in the operation. He then
requested that the Directors make recommendations as to the date of the next
Regular Meeting. After discussion, it was the general consensus that the next
meeting would be held on October 15, 1992, and that the Board Meeting thereafter
should be held in April of 1993.



         There being no further business to come before the Board, upon motion
being duly seconded, the Meeting adjourned.

                                                 _______________________________
                                                 CHARLES C. ADAMS, SECRETARY
                                                 ASAHI MOTOR WHEEL COMPANY, INC.

APPROVED BY:
______________________________
JOSEPH C. OVERBECK, CHAIRMAN
ASAHI MOTOR WHEEL COMPANY, INC.



                           MINUTES OF REGULAR MEETING

                               OF SHAREHOLDERS OF

                         ALUMINUM WHEEL TECHNOLOGY, INC.

                               HELD APRIL 7, 1993

         Pursuant to written notice given to all Shareholders, the regular
meeting of the Shareholders of Aluminum Wheel Technology, Inc., was held on
Wednesday, April 7, 1993, at the Company offices located at 300 Highway 461,
Somerset, Kentucky 42501.

         Joseph C. Overbeck, Chairman of the Board, conducted the meeting and
Charles C. Adams, Secretary, took the minutes of the meeting.

         Upon commencement of the meeting, it was determined hat all holders of
Class A shares of stock were present and had authorized Joseph C. Overbeck,
President of Motor Wheel Corporation, to designate the Directors to be elected
on behalf of the Class A stockholders; that it was further determined that all
holders of Class B shares of stock were present and represented by President
Ichinosuke Oka, President of Asahi Tech Corporation, who was authorized to
designate the Directors on behalf of the Class B stockholders; that further all
holders of Class C shares of stock held by Tomin Corporation and Tomin American,
Inc. were present and Jon S. Gardner, Vice-President and General Manager of
Tomin American, Inc. had been authorized to act on behalf of said corporations
holding all the outstanding

                                       -1-



shares of Class C stock entitled to vote on behalf of said corporations.

         Chairman Overbeck then requested the representative authorized to vote
each class of stock to nominate and elect the Directors representing their
respective class of stock. The representatives then nominated and elected the
following persons as directors to serve for the coming year:



CLASS A STOCK                    CLASS B STOCK               CLASS C STOCK
                                                       
Joseph C. Overbeck               S. Asai                     Jon S. Gardner
Cornelius Nolan                  T. Egusa
R. W. Tuley                      T. Otsuka
R. B. Switzer


         The Chairman of the Board then requested approval of the minutes which
had previously been circulated among the Shareholders. Thereupon, motion being
duly made and seconded the minutes of the last Shareholder's Meeting were
approved.

         It was pointed out to the Shareholders that Article 2, Section 2,
dealing with the annual meeting of Shareholders required that said meeting be
held on the second Thursday in July, if not a legal holiday and if a legal
holiday, then on the next business day following at 10:00 A.M., local time at
the principal office of the corporation or at such other date and time as shall
be designated from time to time by the Board of Directors, at which meeting the
Shareholders shall, in accordance with Article IV, elect a Board of Directors
and transact other business as may be brought before the meeting.

                                       -2-



         In view of the fact that the fiscal year had been changed to run from
January 1 through December 31 of each year, it was decided that it would be
advantageous to hold the annual meeting of Shareholders at an earlier date than
the second Thursday in July. Upon motion being duly made and seconded the
following Resolution, pursuant to the provisions of Article VIII, Section 1
Amendments, was submitted to a vote of the Shareholders:

                                   RESOLUTION

                  WHEREAS, pursuant to the provisions of Article 7,
         Section 1, the Board of Directors did heretofore change the
         fiscal year of the corporation from April 1 to January 1 of
         each successive year commencing January 1, 1993; and,

                  WHEREAS, it would be advantageous to hold the annual
         meeting of shareholders at an earlier date than the second
         Thursday in July which is now required by Article II, Section
         2 of the Bylaws,

                  BE IT THEREFORE RESOLVED that pursuant to Article
         VIII, Section 1 Amendments, Article II, Section 2 of the
         Bylaws is hereby amended to read as follows:

         "Section 2 Annual Meeting. Annual meetings of the
         stockholders, commencing with the year 1994 and annually
         thereafter shall be held upon such date, time and place as
         shall be

                                       -3-


                  designated by the Board of Directors by Resolution
                  duly adopted at its last meeting which is held in
                  calendar year 1993 and in each successive calendar
                  year thereafter at which meeting the stockholders
                  shall, in accordance with Article Four of the
                  Certificate of Incorporation, elect a Board of
                  Directors and transact such other business as may
                  properly be brought before the meeting."

                           Upon the Motion of Joseph C. Overbeck
                  representing Shareholder Motor Wheel Corporation
                  seconded by Jon S. Gardner representing Shareholders
                  Tomin Corporation and Tomin America, Inc., the
                  foregoing Resolution was duly adopted by the vote of
                  the holders of more than two-thirds of the issued
                  and outstanding shares of capital stock of the
                  corporation which consists of 4,160 shares. The
                  number of shares cast in favor of the Amendment of
                  said Bylaws being as follows: Motor Wheel
                  Corporation 2080 shares, Asahi Tec Corporation 1664
                  shares, Tomin Corporation 208 shares, Tomin America,
                  Inc. 208 shares. The Resolution was adopted
                  unanimously.

                  There being no further business brought before the
Shareholders, upon motion duly made and seconded the meeting of the Shareholders
adjourned.

                                                 /s/ CHARLES C. ADAMS, SECRETARY
                                                 -------------------------------
                                                     CHARLES C. ADAMS, SECRETARY

APPROVED BY:

___________________________
JOSEPH C. OVERBECK
CHAIRMAN OF THE BOARD

                                       -4-



                                      PROXY

                  The undersigned, Tomin America Inc., a New York corporation,
         having its principal place of business at 1285 Avenue of the Americas,
         New York, New York 10019, in our capacity as Shareholder of Aluminum
         Wheel Technology, Inc. ["Alumitech"] hereby makes, constitutes and
         appoints Mr. Jon S. Gardner, Vice President and General Manager of
         Corporate Development and Subsidiary Operations of Tomin America Inc.
         our true and lawful attorney, to act for us on our behalf, and in our
         name, with the same force and effect as if we were actually present by
         vesting with him the following powers:

                  1. To attend the meeting of Shareholders of Alumitech to
         be held in Somerset, Kentucky on the 7th day of April, 1993, and any
         and all adjournments thereto;

                  2. To vote on such matters as any properly come before
         said Shareholders Meeting in accordance with our instructions; and

                  3. To do any and all other acts and things necessary for
         the completion of the Shareholders Meeting.

                  IN WITNESS WHEREOF, Tomen America Inc. has caused this
         instrument to be signed by Kazuo Miyaoka, its President, in the City
         and State of New York on the llth day of March, 1993.

                                                           TOMIN AMERICA INC.

                                                               /s/ Kazuo Miyaoka
                                                               ----------------
                                                               Kazuo Miyaoka
                                                               President

         Sworn to before me this
         llth day of March, 1993.

             /s/ Anthony Corbo
             -----------------
                 Notary Public

[ANTHONY CORBO SEAL]



                             [LETTER HEAD OF TOMEN]

                                                           Letter No. NWC-697/93
                                                           Date: March 25, 1993

         TO WHOM IT MAY CONCERN:

                                      PROXY

         We, TOMIN CORPORATION, a Japanese corporation, having its principal
         place of business at 14-27, Akasaka 2-chome, Minato-ku, Tokyo, Japan,
         in our capacity as shareholder of Aluminum Wheel Technology, Inc.
         (Hereinafter referred to as "ALUMITEC"), do hereby make, constitute and
         appoint Mr. Jon S. Gardner, Vice President and General Manager of
         Corporate Development and Subsidiary operations of TOMEN AMERICA INC.,
         our true and lawful Attorney, to act for us on our behalf, in our name,
         with the same force and effect as if we were actually present, by
         investing him with the following powers:

         (1)  to attend the Meeting of Shareholders of ALUMITEC to be held in
              Somerset on the day of 7th April, 1993 and any and all
              adjournments thereof (Hereinafter referred to as "the Shareholders
              Meeting")

         (2)  to vote for or against such matters as may properly come before
              the Shareholders Meeting in accordance with our instruction and in
              favor of proposals if no instruction therefor is indicated,

         (3)  to appear before Notary Public and to sign the minutes, records
              and other documents or papers certifying the transactions made at
              the Shareholders Meeting,

         (4)  to do any other acts and things necessary for the completion of
              the Shareholders Meeting.

         We further authorize the said Attorney to delegate his rights and
         powers hereby given to any person whom the said Attorney may think fit
         and appropriate.

         IN WITNESS WHEREOF, we have caused this Proxy to be executed by our
         duly authorized Representative Director, Mr. Yasuo Matsukawa this day
         of 25th March, 1993 in Tokyo.

                                                  TOMIN CORPORATION

                                                      /s/ YASUO MATSUKAWA
                                                      ------------------------
                                                      YASUO MATSUKAWA
                                                      Executive Vice President
                                                      Representative Director



                            ACTION BY WRITTEN CONSENT
                                       OF
                                SOLE STOCKHOLDER
                                       OF
                  HAYES LEMMERZ INTERNATIONAL - KENTUCKY, INC.

         THE UNDERSIGNED, being the sole stockholder of Hayes Lemmerz
International - Kentucky, Inc., a Delaware corporation (the "Company"), acting
pursuant to Section 242 of the Delaware Corporation Law, hereby adopts the
following resolutions with the same force and effect as if such resolutions had
been unanimously adopted at a duly convened meeting of the stockholders of the
Company and directs that this consent be filed with the minutes of the
proceedings of the stockholders of the Company:

Election of Director

                  RESOLVED, that Larry Karenko is hereby elected as the Director
         of the Company until his successor is duly elected and qualified.

         IN WITNESS WHEREOF, the undersigned, being the sole stockholder of
Hayes Lemmerz International - Kentucky, Inc. has executed this unanimous written
consent as of the 11th day of March, 2002.

                                                  HAYES LEMMERZ INTERNATIONAL -
                                                  OHIO, INC.

                                                   By: /s/ Daniel M. Sandberg
                                                       ----------------------
                                                       Daniel M. Sandberg
                                                       Vice President


                                                                    EXHIBIT 3.37


                          CERTIFICATE OF INCORPORATION

                                       OF

                   HAYES WHEELS INTERNATIONAL -- MEXICO, INC.

                                ___________________

         1.       The name of the corporation is

                  HAYES WHEELS INTERNATIONAL -- MEXICO, INC.

         2.       The address of its 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 nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.

         4.       The total number of shares of stock which the corporation
shall have authority to issue is one thousand (1,000) and the par value of each
of such shares is One Dollar ($1.00) amounting in the aggregate to One Thousand
Dollars ($1,000.00).

         5.       The name and mailing address of the incorporator is as
follows:

                  Barry J. Miller
                  38481 Huron River Drive
                  Romulus, MI 48174

         6.       The corporation is to have perpetual existence.

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

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



         Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.

         Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.

                                       2



         9.       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.

         10.      A director of the corporation shall not be personally liable
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director except for liability (i) for any breach of the
director's 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 Delaware General
Corporation Law, or (iv) for any transaction from which the director derived
any improper personal benefit.

         I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this eighteenth day of July 1995.


                                                             /s/ Barry J. Miller
                                                             -------------------
                                                                 Barry J. Miller

                                       3



                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                    HAYES WHEELS INTERNATIONAL - MEXICO, INC.

         HAYES WHEELS INTERNATIONAL - MEXICO, INC., a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:

         FIRST: The Corporation's Certificate of Incorporation was filed on
July 31, 1995, with the Secretary of State of the State of Delaware.

         SECOND: The amendment to the Certificate of Incorporation set forth
herein was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

         THIRD: ARTICLE FIRST of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:

                  FIRST:   The name of the Corporation is HAYES LEMMERZ
         INTERNATIONAL - MEXICO, INC.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed in its name and on its behalf and attested on this
7th day of January, 1998 by duly authorized officers of the Corporation.

                                       HAYES WHEELS INTERNATIONAL - MEXICO, INC.

                                       By: /s/ William D. Shovers
                                           -----------------------------------
                                           Name: William D. Shovers
                                           Title: Vice President - Finance

ATTEST:

By: /s/ Patrick B. Carey
    --------------------------
    Name: Patrick B. Carey
    Title: Assistant Secretary


                                                                    EXHIBIT 3.38

                    HAYES WHEELS INTERNATIONAL -- MEXICO, INC.

                             a Delaware corporation

                             -----------------------

                                     BY LAWS

                             -----------------------

                               ARTICLE I - OFFICES

         Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

         Section 2. The corporation shall also have offices at 38481 Huron River
Drive, Romulus, Michigan and at such other places both within and without the
State of Delaware as the board of directors may from time to time determine or
the business of the corporation may require.

                      ARTICLE II - MEETINGS OF STOCKHOLDERS

         Section 1. All meetings of the stockholders for the election of
directors shall be held in the City of Romulus, State of Michigan, at such place
as may be fixed from time to time by the board of directors, or at such other
place either within or without the State of Delaware as shall be designated from
time to time by the board of directors and stated in the notice of the meeting.
Meetings of stockholders for any other purpose may be held at such time and
place, within or without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.

         Section 2. Annual meetings of stockholders shall be held on the first
Thursday in June, if not a legal holiday, and if a legal holiday, then on the
next secular day following, at 2:00 p.m., or at such other date and time as
shall be designated from time to time by the board of directors and stated



in the notice of the meeting, at which they shall elect by a plurality vote a
board of directors, and transact such other business as may properly be brought
before the meeting.

         Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting as provided by law.

         Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

         Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the chairman of the board and shall be called by
him or the secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

         Section 6. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than nor more

                                      - 2 -



than five days before the date of the meeting, to each stockholder entitled to
vote at such meeting.

         Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

         Section 8. The holders of the stock issued and outstanding and entitled
to vote thereat, present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the certificate of incorporation.
If, however, such quorum shall not be present or represented at any meeting of
the stockholders, the stockholders entitled to vote thereat, present in person
or represented by proxy, shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

         Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required, in which case
such express provision shall govern and control the decision of such question.

         Section 10. Each stockholder shall at every meeting of the stockholders
be entitled to one vote in person or by proxy for each share of the capital
stock having voting power held by such

                                     - 3 -



stockholder, but no proxy shall be voted on after three years from its date,
unless the proxy provides for a longer period.

         Section 11. Any action required to be taken at any annual or special
meeting of stockholders of the corporation, or any action which may be taken at
any annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.

                             ARTICLE III - DIRECTORS

         Section 1. Upon the resignation of the sole director appointed by the
incorporators, the number of directors which shall constitute the whole board
shall be 5. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each director
elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

         Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner

                                      - 4 -



provided by statute. If, at the time of filling any vacancy or any newly created
directorship, the directors then in office shall constitute less than a majority
of the whole board (as constituted immediately prior to any such increase), the
Court of Chancery may, upon application of any stockholder or stockholders
holding at least ten percent of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order an
election to be held to till any such vacancies or newly created directorships,
or to replace the directors chosen by the directors then in office.

         Section 3. The business of the corporation shall be managed by or under
the direction of its board of directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the certificate of incorporation or by these by-laws directed or required to
be exercised or done by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

         Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special

                                      - 5 -



meetings of the board of directors, or as shall be specified in a written waiver
signed by all of the directors.

         Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.

         Section 7. Special meetings of the board may be called by the president
on 3 days' notice to each director, either personally or by mail or by telegram;
special meetings shall be called by the chairman of the board or the secretary
in like manner and on like notice on the written request of two directors unless
the board consists of only one director, in which case special meetings shall be
called by the chairman of the board or secretary in like manner and on like
notice on the written request of the sole director.

         Section 8. At all meetings of the board, a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute. If a quorum shall not be present at any
meeting of the board of directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

         Section 9. Any action required or permitted to be taken at any meeting
of the board of directors or of any committee thereof may be taken without a
meeting, if all members of the board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the board or committee.

         Section 10. Members of the board of directors, or any committee
designated by the board of directors, may participate in a meeting of the board
of directors, or any committee, by means of

                                      - 6 -



conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at the meeting.

                             COMMITTEES OF DIRECTORS

         Section 11. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.

         In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the board of directors to act at the meeting in the place of
any such absent or disqualified member.

         Any such committee, to the extent provided in the resolution of the
board of directors, shall have and may exercise all of the powers and authority
of the board of directors in the management of the corporation, and may
authorize the seal of the of the corporation to be affixed to all papers which
may require it, but no such committee shall have power or authority in reference
to amending the certificate of incorporation (except that a committee may, to
the extent authorized in the resolution or resolutions providing for the
issuance of shares of stock adopted by the board of directors as provided in
Section 151(a) of the General Corporation Law, fix any of the preferences or
rights of such shares relating to dividends, redemption, dissolution, any
distribution of assets of the corporation or the conversion into, or the
exchange of such shares for, shares of any other class

                                      - 7 -



or classes or any other series of the same or any other class or classes of
stock of the corporation), adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommending to the
stockholders a dissolution of the corporation or a revocation of a dissolution
or amending the by-laws of the corporation; and, unless the resolution or the
certificate of incorporation expressly so provide, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock or to adopt a certificate of ownership and merger. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the board of directors.

         Section 12. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.

                            COMPENSATION OF DIRECTORS

         Section 13. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall leave the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                     - 8 -



                              REMOVAL OF DIRECTORS

         Section 14. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any director or the entire board of directors
may be removed, with or without cause, by the holders of a majority of shares
entitled to vote at an election of directors.

                              ARTICLE IV - NOTICES

         Section 1. Whenever, under the provision of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.

         Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                              ARTICLE V - OFFICERS

         Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be a president, a vice president, a secretary and a
treasurer. The board of directors may also choose additional vice presidents,
and one or more assistant secretaries and assistant treasurers. Any

                                      - 9 -



number of offices may be held by the same person, unless the certificate of
incorporation or these by-laws otherwise provide.

         Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, one or more vice
presidents, a secretary and a treasurer.

         Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

         Section 4. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.

                            THE CHAIRMAN OF THE BOARD

         Section 5. The chairman of the board shall preside at all meetings of
the stockholders and the board of directors.

                                  THE PRESIDENT

         Section 6. The president shall be the chief executive officer of the
corporation, shall have general and active management of the business of the
corporation, shall see that all orders and resolutions of the board of directors
are carried into effect and shall execute bonds, mortgages and other contracts
in the name and on behalf of the corporation, except where the execution thereof
shall be expressly delegated by the board of directors to some other officer or
agent of the corporation.

                                     - 10 -



He shall havesuch further powers as the board of directors may from time to time
by resolution confer upon him. In the absence or refusal to act of the chairman
of the board, the powers of the chairman of the board shall devolve upon the
president.

                               THE VICE PRESIDENTS

         Section 7. In the absence of the president or in the event of his
inability or refusal to act, the vice president (or in the event there be more
than one vice president, the vice presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all of the restrictions on the
president. The vice presidents shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

         Section 8. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
chairman of the board, under whose supervision he shall be. He shall have
custody of the corporate seal of the corporation and he, or an assistant
secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by the signature of
such assistant secretary. The board of directors may

                                     - 11 -



give general authority to any other officer to affix the seal of the corporation
and to attest the affixing by his signature.

         Section 9. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

         Section 10. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.

         Section 11. The treasurer shall disburse the funds of the corporation
as may be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

         Section 12. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death,

                                     - 12 -


resignation, retirement or removal from office of all books, papers, vouchers.
money and other property of whatever kind in his possession or under his control
belonging to the corporation.

         Section 15. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.

                      ARTICLE VI - CERTIFICATES FOR SHARES

         Section 1. The shares of the corporation shall be represented by
certificates. Certificates shall be signed by, or in the name of the corporation
by, the chairman of the board of directors, or the president or a vice president
and the treasurer or an assistant treasurer, or the secretary or an assistant
secretary of the corporation.

         If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in Section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which the corporation shall issue to represent such class or
series of stock, a statement that the corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences

                                     - 13 -



and relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.

         Section 2. Any of or all the signatures on a certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer. transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

         Section 3. The board of directors may direct a new certificate or
certificates representing shares to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

                                     - 14 -



                                TRANSFER OF STOCK

         Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                               FIXING RECORD DATE

         Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.

                             REGISTERED STOCKHOLDERS

         Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and

                                     - 15 -



shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by the laws
of Delaware.

                        ARTICLE VII - GENERAL PROVISIONS

         Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

         Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                   FISCAL YEAR

         Section 3. The fiscal year of the corporation shall be January 1
through December 31.

                                      SEAL

         Section 4. The corporate seal shall be adopted by the directors.

                                     - 16 -



                                 INDEMNIFICATION

         Section 5. The corporation shall indemnity its officers, directors,
employees and agents to the full extent permitted by the General Corporation Law
of Delaware.

                            ARTICLE VIII - AMENDMENTS

         Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
by-laws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal by-laws is conferred upon the board of directors by the
certificate of incorporation, it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.

                                     - 17 -



                                  SUBSCRIPTION

         The undersigned hereby subscribes for 1,000 shares of the capital stock
of HAYES WHEELS INTERNATIONAL -- MEXICO, INC., a Delaware corporation, for the
par value thereof.

Dated: August 12, 1995

                                                HAYES WHEELS INTERNATIONAL, INC.

                                                By: /s/ Daniel M. Sandberg
                                                    ----------------------------
                                                    Daniel M. Sandberg
                                                    Vice President


                                                                    EXHIBIT 3.39

                              DEPARTMENT OF STATE

                               THE STATE OF OHIO

                                 SHERROD BROWN

                               Secretary of State

                                     326402

                                  CERTIFICATE

IT IS HEREBY CERTIFIED that the Secretary of State of Ohio has custody of the
Records of Incorporation and Miscellaneous Filings; that said records show the
filing and recording of AMA INC CHI
                                               of

MOTOR WHEEL CORPORATION

                                    Recorded on Roll G131 at Frame 1093 of the
                                    Records of Incorporation and Miscellaneous
                                    Filings.

   UNITED STATES OF AMERICA         WITNESS MY HAND AND THE SEAL OF THE
        STATE OF OHIO               SECRETARY OF STATE, AT THE CITY OF
OFFICE OF THE SECRETARY OF STATE    COLUMBUS, OHIO, THIS 30TH DAY OF MARCH,
                                    A.D. 1987.
           [SEAL]
                                    /s/ SHERROD BROWN
                                    -------------------
                                    SHERROD BROWN
                                    Secretary of State


                           CERTIFICATE OF ADOPTION OF
                       AMENDED ARTICLES OF INCORPORATION
                           OF MOTOR WHEEL CORPORATION

         Joseph C. Overbeck, President and Dale R. Martin, Secretary of Motor
Wheel Corporation, an Ohio corporation (the "Corporation"), do hereby certify
that:

         1. In a writing signed under the provisions of Section 1701.54 of the
Ohio Revised Code, the sole shareholder of the Corporation entitled to a notice
of a meeting of shareholders executed on March 21, 1987, the following
resolutions adopting the Amended Articles of Incorporation of the Corporation:

         RESOLVED, that the Amended Articles of Incorporation attached
     as Exhibit A hereto be and hereby is approved and adopted.

         RESOLVED, that the President, any Vice President, the
     Secretary, and each of them, be and hereby are authorized and
     directed for and on behalf of the Corporation, to execute,
     certify, seal, file, and deliver, a Certificate of Amended
     Articles of Incorporation referred to in the preceding resolution
     and any other documents, and to take or cause to be taken any
     such other action which, in the judgment of such officers or
     officer of the Corporation, may be necessary or appropriate in
     connection with the adoption of such Amended Articles of
     Incorporation.

         2. Attached hereto is a true, correct and complete copy of the Amended
Articles of Incorporation of the Motor Wheel Corporation, as so adopted by the
sole shareholder.

                                     Page 3



                                                                               2

         IN WITNESS WHEREOF, the above named officers have subscribed their
names this 27th day of March, 1987.

                                        By: /s/ Joseph C. Overbeck
                                            --------------------------------
                                            Joseph C. Overbeck,
                                            President

                                       And: /s/ Dale R. Martin
                                            --------------------------------
                                            Dale R. Martin,
                                            Secretary

                                     Page 4



                       AMENDED ARTICLES OF INCORPORATION
                                       OF
                             MOTOR WHEEL CORPORATION

                                    I. Name.

             The name of the Corporation is Motor Wheel Corporation.

                             II. Principal Office.

         The principal office of the Corporation in the State of Ohio is located
in Akron in Summit County.

                                 III. Purpose.

         The purpose for which the Corporation is formed is to engage in any
lawful act or activity for which corporations may be formed under Sections
1701.01 to 1701.98, inclusive, of the Ohio Revised Code.

                             IV. Authorized Shares

         The maximum number of shares the Corporation is authorized to have
outstanding is 302,500, classified as follows: (a) 300,000 Cumulative
Exchangeable Preferred Shares, without par value (the "Preferred Shares"); and
(b) 2,500 Common Shares, without par value (the "Common Shares").

A. Preferred Shares

         The Preferred Shares have the following terms and provisions:

                                     Page 5



                                                                               2

     Section 1. Dividends

         The holders of Preferred Shares, in preference to the holders of Common
Shares and of any other class of shares ranking junior to the Preferred Shares,
shall be entitled to receive out of any funds legally available and when and as
declared by the Board of Directors, dividends payable semi-annually on April 1
and October 1 in each year, at the rate of $11.25 per share per annum,
commencing on October 1, 1987 and continuing through April 1, 1993; at the rate
of $11.75 per share per annum on October 1, 1993 and April 1, 1994; at the rate
of $12.25 per share per annum on October 1, 1994 and April 1, 1995; at the rate
of $12.75 per share per annum on October 1, 1995 and April 1, 1996; and
thereafter at the rate of $13.25 per share per annum. Such dividends shall be
cumulative so that if dividends in respect of any previous or current dividend
payment shall not have been paid or declared and a sum sufficient for the
payment thereof set apart for payment, the deficiency shall first be fully paid
before any dividend or other distribution in respect of any class of equity
securities of the Corporation shall be paid or declared. Accumulations of cash
dividends shall not bear interest. Dividends shall accrue ratably throughout
each dividend period.

     Section 2. Voting

         (a) Except as expressly provided herein or required by the laws of the
State of Ohio, the voting powers of the shareholders of the Corporation shall be
vested exclusively in the holders of the Common Shares.

                                     Page 6


                                                                               3

         (b)(i) If, and so often as, the Corporation shall not have paid or
declared and set apart for payment a dividend payment when due on the Preferred
Shares, then until such time as all dividends in arrears have been paid or
declared and set apart for payment by the Corporation, but not longer, the
holders of Preferred Shares shall be entitled to elect two members to the Board
of Directors of the Corporation.

         (ii) when the voting rights provided for in paragraph (b)(i) are in
effect, such rights may be exercised by the holders of Preferred Shares at the
next following annual or special meeting of the shareholders of the Corporation
for the election of Directors, and shall remain in effect and exercisable at
each succeeding meeting of the shareholders of the Corporation until all accrued
and unpaid dividends on the Preferred Shares then outstanding shall have been
paid or declared and set apart for payment, whereupon the holders of Preferred
Shares shall be divested of such voting rights in respect of subsequent
elections of Directors whether at an annual or special meeting of shareholders
of the Corporation, subject to the revesting of such voting rights pursuant to
paragraph (b)(i). Holders of 50 percent of the then outstanding Preferred Shares
shall have the right to call a special meeting of the shareholders of the
Corporation for purposes of this Section 2(b)(ii).

         (iii) At any meeting at which the holders of Preferred Shares shall be
entitled to elect Directors, the

                                     Page 7



                                                                               4

holders of 50 percent of the then outstanding Preferred Shares, present in
person or by proxy, shall constitute a quorum, and the vote of the holders of a
majority of the Preferred Shares so present shall be sufficient to elect the
Directors which the holders of Preferred Shares are entitled to elect pursuant
to this Section 2. Notwithstanding any provision of these Amended Articles of
Incorporation or the Regulations of the Corporation or any action taken by the
holders of any class of shares fixing the number of Directors of the
Corporation, (A) the Directors who may be elected by the holders of Preferred
Shares pursuant to this Section 2 shall serve in addition to any other Directors
then in office or proposed to be elected otherwise than pursuant to this Section
and (B) the election of Directors by the holders of Preferred Shares shall not
require the resignation of any Director elected by the holders of Common Shares.
Notwithstanding any classification of the other Directors of the Corporation,
the Directors elected by the holders of Preferred Shares pursuant to this
Section 2 shall be elected annually for terms expiring at the next succeeding
annual meeting of the holders of Common Shares; provided, however, that whenever
the holders of Preferred Shares shall be divested of the voting power as
provided above, the terms of office of all persons elected as Directors by the
holders of the Preferred Shares pursuant to this Section 2 shall immediately
terminate and the number of Directors shall be reduced accordingly.

                                     Page 8



                                                                               5

         Section 3. Liquidation Rights

             (a)(i) The holders of Preferred Shares shall, in the event of
liquidation, dissolution or winding up of the affairs of the Corporation on or
prior to April 1, 1993, be entitled to receive in full out of the net assets of
the Corporation, including its capital, before any amount shall be paid to or
distributed among the holders of Common Shares or any other shares of capital
stock of the Corporation, $100.00 per share together with, in all cases, all
past accrued and unpaid dividends. After April 1, 1993, the holders of Preferred
Shares shall, in the event of liquidation, dissolution or winding up of the
affairs of the Corporation, be entitled to receive in full out of the net assets
of the Corporation, including without limitation its capital, before any amount
shall be paid to or distributed among the holders of Common Shares or any other
shares of capital stock of the Corporation, $110.00 per share together with, in
all cases, all past accrued and unpaid dividends. In the event that the net
assets of the Corporation legally available therefor are insufficient to permit
the payment upon all outstanding Preferred Shares of the full preferential
amount to which they are respectively entitled, then such net assets shall be
distributed ratably upon the outstanding Preferred Shares.

             (ii) After payment to holders of Preferred Shares of the full
preferential amounts as aforesaid or after funds sufficient to pay such amounts
have been set apart for payment,

                                     Page 9



                                                                               6

holders of Preferred Shares as such shall have no further right or claim to any
of the remaining assets of the Corporation.

            (b) The merger or consolidation of the Corporation into or
with any other corporation, or the merger of any other corporation into the
Corporation, shall not be deemed to be a liquidation, dissolution or winding up
for the purposes of this Section 3.

         Section 4.   Exchange Rights

             The Corporation, at its sole potion, shall have the right to
redeem all, but not less than all, of the Preferred Shares for Junior
Subordinated Exchange Debentures of the Corporation ("Debentures") at any time
after April 1, 1990, so long as the ratio between (a) the consolidated debt of
the Corporation (i) for money borrowed or (ii) evidenced by a note, debenture or
other similar instrument (including without limitation capitalized leases and
purchase money mortgages) given in connection with the acquisition of any
property or asset (including without limitation securities), any other debt
which the Corporation has guaranteed or for which it is otherwise liable, and
any amendment, renewal, extension, restructuring or refunding of any such debt
("Debt") and (b) the consolidated shareholders' equity of the Corporation,
determined in accordance with generally accepted accounting principles (the
"Debt/Equity Ratio"), based on the financial statements of the Corporation as
of the end of its last fiscal year on a pro forma basis after giving effect to
the exchange

                                     Page 10



                                                                               7

provided for herein and assuming such exchange occurs on the last day of such
year, is not greater than five-to-one, provided that the Corporation shall have
received an opinion of counsel that the exchange shall not adversely affect the
exemption from registration of the original issuance of the Preferred Shares
("Exchange Opinion").

          Any holder of Preferred Shares has the right to exchange all,
but not less than all, of the Preferred Shares held by him into Debentures at
any time after the sale for cash of any class of equity securities of the
Corporation or any corporation owning a majority of the Common Shares of the
Corporation involving receipt by the Corporation or such corporation of not less
than $15,000,000, so long as the Debt/Equity Ratio, based on the financial
statements of the Corporation as of the end of its last fiscal year after giving
effect to the exchange provided for herein and assuming such exchange occurs on
the last day of such year, is not greater than five-to-one and provided that the
Corporation shall have received an Exchange Opinion.

          Upon exchange, holders of outstanding Preferred Shares will be
entitled to receive in exchange for each Preferred Share held by them at the
date fixed for exchange (the "Exchange Date") $100.00 (if the Exchange Date is
on or before April 1, 1993) or $110.00 (if the Exchange Date is after April 1,
1993) principal amount of Debentures together with all then accrued and unpaid
dividends on such Preferred Share for all

                                     Page 11


                                                                               8

dividend payment dates on or prior to the Exchange Date, provided, however,
that, if fewer than 10 Preferred Shares are held, then no Debenture shall be
issued and the holder shall receive in lieu of such Debenture a cash payment of
$100.00 per Preferred Share (if the Exchange Date is on or before April 1, 1993)
or $110.00 per Preferred Share (if the Exchange Date is after April 1, 1993)
together with all then accrued and upaid dividends on such Preferred Share for
all dividend payment dates on or prior to the Exchange Date.

            Notice of the exchange (the "Exchange Notice") shall, in the
case of an exchange at the option of the Corporation, be given by the
Corporation by mailing, postage prepaid, a copy of such notice to each holder of
record of the Preferred Shares at its address then appearing on the books of the
Corporation and, in the case of an exchange at the option of the holder, be
given by the holder by mailing, postage prepaid, a copy of such notice to the
Corporation; the Exchange Notice shall designate the Exchange Date, which date
shall be not less than 60 nor more than 90 days following the date of the
Exchange Notice.

            Prior to giving the Exchange Notice, or promptly following the
first receipt of an Exchange Notice from any holder, the Corporation shall
execute and deliver, with a bank or trust company selected by the Corporation,
an Indenture relating to the Debentures substantially in the form on file with
the Secretary of the Corporation on the date of the first issuance of Preferred
Shares, with such changes as may be required by law, stock exchange rule or
usage or that do not

                                     Page 12



                                                                               9

adversely affect the interests of the holders of the Debentures. The Corporation
will mail to the holder of any Preferred Shares a copy of the Indenture without
charge within ten days after receipt of written request therefor addressed to
the Secretary at the principal office of the Corporation. Prior to the giving of
the Exchange Notice (or prior to the Exchange Date if the Exchange Notice is
given by a holder), the Corporation shall file at the office of the exchange
agent for such Debentures an opinion of counsel to the effect that the Indenture
has been duly authorized, executed and delivered by the Corporation, has been
duly qualified under the Trust Indenture Act of 1939 (or that such qualification
is not necessary), and constitutes a valid and binding instrument enforceable
against the Corporation in accordance with its terms (subject, as to
enforcement, to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to general
principles of equity, and subject to such other qualifications as are then
customarily contained in opinions of counsel experienced in such matters); that
the Debentures have been duly authorized and, when executed and authenticated in
accordance with the provisions of the Indenture and delivered in exchange for
the Preferred Shares, will constitute valid and binding obligations of the
Corporation entitled to the benefits of the Indenture (as aforesaid); that the
exchange of the Debentures for the Preferred Shares shall not violate the laws
of the State of

                                     Page 13



                                                                              10

Ohio; and that the exchange of the Debentures for the Preferred Shares is exempt
from the registration requirements of the Securities Act of 1933, as amended
(the "Act") or, if no such exemption is available, that the Debentures have been
duly registered for such exchange under the Act.

            On the Exchange Date, each holder of the Preferred Shares to
be exchanged shall surrender the certificates evidencing all Preferred Shares
owned by such holder to the Corporation at the principal office of the
Corporation, against delivery of Debentures by the Corporation to the holder.
The certificates shall be duly endorsed in blank or accompanied by a written
instrument or instruments of transfer in form and substance satisfactory to the
Corporation, duly executed by the holder or an authorized representative of the
holder; such certificates shall bear no legends and the Preferred Shares
represented thereby shall not be subject to any restrictions or encumbrances
other than any legends, restrictions or encumbrances imposed or created by the
Corporation. From and after the Exchange Date and notwithstanding that the
certificates evidencing any Preferred Shares to be exchanged shall not have been
surrendered, all rights of the holders thereof with respect to such Preferred
Shares shall forthwith after such date cease and terminate, except only the
right of the holders to receive the Debentures upon surrender of their
certificates therefor.

                                     Page 14



                                                                              11

             The Debentures shall bear interest at the rate of 12% per
annum, payable in semi-annual installments on April 1 and October 1 in each
year, commencing with the first such date immediately preceeding the date of
issuance of the Debentures or, if the date of issuance or the Debentures is on
either of such dates, commencing on such date. The Debentures may be redeemed in
whole or in part at the sole option of the Board of Directors of the Corporation
at any time from April 1, 1990 through April 1, 1998 upon payment to the holder
thereof of the following redemption price (expressed as a percentage of
principal amount):



If redeemed during the
twelve month period
beginning April 1,                       Redemption Price
- ----------------------                  ----------------
                                     
    1990-1992                                 103%
         1993                                 102
         1994                                 101
    1995 and thereafter                       100


together with any accrued and unpaid interest.

             The indebtedness evidenced by the Debentures will be
subordinate to prior payment in full of the principal of, and premium, if any,
and interest on all Debt of the Corporation, including without limitation the
Corporation's 12 3/8% Senior Subordinated Notes due 1997 and any additional
indebtedness of the Corporation (other than convertible indebtedness) issued
subsequent to the date the Preferred Shares are issued, upon any distribution of
assets of the Corporation in any

                                     Page 15



                                                                              12

liquidation, dissolution or winding up of the Corporation. The indebtedness
evidenced by the Debentures will be senior to the Preferred Shares, Common
Shares and any convertible indebtedness issued subsequent to the date the
Preferred Shares are issued.

         Section 5. Redemption

            The Preferred Shares shall be subject to redemption by the
Corporation in accordance with the following provisions:

            (a)      Exercise. The Corporation shall have the right, exercisable
by the affirmative vote of a majority of its Board of Directors, to redeem from
any holder of Preferred Shares any number of Preferred Shares at any time so
long as the Debt/Equity Ratio, based on the financial statements of the
Corporation as of the end of its last fiscal year after giving effect to the
redemption provided for herein and assuming such redemption occurs on the last
day of such year, is not greater than three-to-one. The price (the "Redemption
Price") at which the Preferred Shares are to be redeemed shall be as follows:



If redeemed during the
twelve month period                                  Redemption Price
beginning April 1,                                       Per Share
- -----------------------                              ----------------
                                                  
     1987-1992                                            $103.00
     1993                                                  112.20
     1994                                                  111.10
     1995 and thereafter                                   110.00


together with all past accrued and unpaid dividends on such Preferred Shares for
all dividend payment dates on or prior to the date fixed for redemption (the
"Redemption Date").

                                     Page 16


                                                                              13

         (b) Redemption Notice. Notice of the redemption (the "Redemption
Notice") shall be given by the Corporation by mailing, postage prepaid, a copy
of such notice to each holder of record of the Preferred Shares to be redeemed,
at its address then appearing on the books of the Corporation. The Redemption
Notice shall state the Redemption Date, which date shall be not less than 30
days following the date of the Redemption Notice (or, if not a business day, the
next following business day), the number of Preferred Shares to be redeemed from
the holder thereof and the full price to be paid upon redemption.

         (c) Redemption Closing. On the Redemption Date, the holder of the
Preferred Shares to be redeemed shall surrender the certificates evidencing such
shares to the Corporation at the principal office of the Corporation, against
delivery by the Corporation to the holder of a certified or official bank check
in an amount equal to the Redemption Price. The certificates shall be duly
endorsed in blank or accompanied by a written instrument or instruments of
transfer in form and substance satisfactory to the Corporation, duly executed
by the holder or an authorized representative of the holder; such certificates
shall bear no legends and the Preferred Shares represented thereby shall not be
subject to any restrictions or encumbrances other than any legends, restrictions
or encumbrances imposed or created by the Corporation. If less than all the
shares represented by any such surrendered certificates are to be redeemed, a
new certificate shall be

                                     Page 17



                                                                              14

issued by the Corporation to the holder representing any unredeemed shares. From
and after the Redemption Date (unless the Corporation defaults in payment of the
Redemption Price) and notwithstanding that the certificates evidencing any
Preferred Shares shall not have been surrendered, all rights of the holders
thereof with respect to the Preferred Shares shall forthwith after such date
cease and terminate, except only the right of the holders to receive the
Redemption Price on such shares upon surrender of their certificates therefor.

B. Common Shares

         The Common Shares shall be subject to the terms of the Preferred
Shares. Each Common Share shall be equal to every other Common Share in all
respects. The holders of Common Shares shall be entitled to one vote for each
Common Share upon all matters presented to the shareholders of the Corporation,
except as and to the extent otherwise provided for in these Amended Articles of
Incorporation. Dividends on the Common Shares shall be paid on such dates and in
such amounts as declared from time to time by the Directors of the Corporation;
provided, however, that no dividend or distribution shall be declared or paid
with respect to any Common Share unless the same is declared and paid with
respect to all Common Shares; further provided, however, that no dividend shall
be paid or declared and set apart for payment to holders of Common Shares unless
all accrued and unpaid dividends on the Preferred Shares shall have first been
paid or declared and set apart for payment.

                                     Page 18



                                                                              15

                              V. Pre-Emptive Rights

         Except as otherwise provided herein, no holders of any class of shares
of the Corporation shall have any pre-emptive right to purchase or have offered
to them for purchase any shares or other securities of the Corporation.

                              VI. Share Repurchases

         The Corporation may from time to time, pursuant to authorization by the
Board of Directors and without action by the shareholders, purchase or otherwise
acquire shares of the Corporation of any class or classes in such manner, upon
such terms and in such amounts as the Board of Directors shall determine;
subject, however, to such limitation or restriction, if any, as is contained in
the express terms of any class of shares of the Corporation outstanding at the
time of the purchase or acquisition in question.

                            VII. Voting Requirements

         Notwithstanding any provision of the Ohio Revised Code now or hereafter
in force requiring for any purpose the vote, consent, waiver or release of the
holders of shares entitling them to exercise two-thirds, or any other
proportion, of the voting power of the Corporation or of any class or classes of
shares thereof, such action, unless otherwise expressly required by statute or
by these Amended Articles of Incorporation, may be taken by the vote, consent,
waiver or

                                     Page 19



                                                                              16

release of the holders of shares entitling them to exercise a majority of the
voting power of the Corporation or of such class or classes.

                           VIII. Superseding Articles

         These Amended Articles of Incorporation of the Corporation supersede
and take the place of the heretofore existing Articles of Incorporation of the
Corporation.

                                     Page 20



                                                                      05179-0101

                                THE STATE OF OHIO

                                    BOB TAFT

                               Secretary of State

                                     326402

                                   CERTIFICATE

It is hereby certified that the Secretary of State of Ohio has custody of the
Records of Incorporation and Miscellaneous Filings; that said records show the
filing and recording of: AMD CHL

                                                                             of:

         MOTOR WHEEL CORPORATION

                                         Recorded on Roll 5179 at Frame 0102 of
United States of America                 the Records of Incorporation and
    State of Ohio                        Miscellaneous Filings.
Office of the Secretary of State

                                         Witness my hand and the seal of the
                                         Secretary of State at Columbus, Ohio,
           [SEAL]                        this 6TH day of JUNE    ,
                                         A.D. 1995.

                                        /s/ Bob Taft
                                        BOB TAFT
                                        Secretary of State

                                    Page 2


[SEAL]           Prescribed by                           Charter No. 326402
                 BOB TAFT, Secretary of State            Approved CR
                 30 East Broad Street, 14th Floor        Date 6-6-95
                 Columbus, Ohio 43266-0418               Fee 35.00
                                                         C506713001

                            CERTIFICATE OF AMENDMENT
              BY SHAREHOLDERS TO THE ARTICLES OF INCORPORATION OF

               Motor Wheel Corporation
- --------------------------------------------------------------------------------
                              (Name of Corporation)

               Richard W. Tuley
- ----------------------------------------------------, who is :
                                              Executive
[ ] Chairman of the Board  [ ] President  [X] Vice President (Please check one.)

and Dale R. Martin , who is:

[X] Secretary              [ ] Assistant Secretary (Please check one.)
of the above named Ohio corporation organized for profit does hereby certify
that: (Please check the appropriate box and complete the appropriate
statements.)

[X] a meeting of the shareholders was duly called for the purpose of adopting
    this amendment and held on March 14, 1995 at which meeting a quorum of the
    shareholders was present in person or by proxy, and by the affirmative vote
    of the holders of shares entitling them to exercise 100% of the voting
    power of the corporation.

[ ] in a writing signed by all of the shareholders who would be entitled to
    notice of a meeting held for that purpose, the following resolution to amend
    the articles was adopted:

                        RECEIVED                    RECEIVED

                        JUN 06 1995                 MAY 25 1995

                        BOB TAFT                    BOB TAFT
                        SECRETARY OF STATE          SECRETARY OF STATE

IN WITNESS WHEREOF, the above named officers, acting for and on the behalf of
the corporation, have hereto subscribed their names this 8th day of May 1995.

       Richard W. Tuley                              Dale R. Martin
By ----------------------------------      By ----------------------------------
  (Executive Vice President)                  (Secretary, Assistant Secretary)

NOTE: OHIO LAW DOES NOT PERMIT ONE OFFICER TO SIGN IN TWO CAPACITIES. TWO
SEPARATE SIGNATURES ARE REQUIRED, EVEN IF THIS NECESSITATES THE ELECTION OF A
SECOND OFFICER BEFORE THE FILING CAN BE MADE.

SHARE

                                     Page 3



                            MOTOR WHEEL CORPORATION

                                 CERTIFICATION

         I hereby certify that I am the duly elected Secretary of MOTOR WHEEL
CORPORATION, an Ohio corporation, and that the following is a true, complete and
correct copy of a shareholder resolution authorized and issued by MWC Holdings,
Inc. as the sole shareholder of Motor Wheel Corporation, on March 14, 1995:

         RESOLVED, that the President of MWC Holdings, Inc. (the "Company") be
and hereby is authorized, on behalf of the Company, as the sole shareholder of
Motor Wheel Corporation (the "Corporation"), to consent in writing to the
adoption of the following shareholder resolution, effective as of Tuesday, the
14th day of March, 1995:

                  WHEREAS, the holder of all of the issued voting stock of this
         Corporation has consented in writing and authorized the Board of
         Directors and officers of this Corporation to change the principal
         office from its listed present location at 316 East Market Street, City
         of Akron, County of Summit, State of Ohio, to 428 Seiberling Street,
         City of Akron, County of Summit, State of Ohio, which consent is now on
         file in the office of this Corporation, be it

                  RESOLVED, that the Secretary of the Corporation is hereby
         directed, in accordance with the provisions of Section 1701.69 of the
         Ohio General Corporation Law, to file in the office of the Secretary of
         State where the original Articles of Incorporation are, a copy of this
         resolution, together with a copy of an affidavit showing that the sole
         shareholder of the Corporation has authorized such change in the
         location of the principal office of this Corporation, duly certified by
         the Secretary of the Corporation under the Corporate Seal, and it is
         further

                                                                        RECEIVED

                                                                     MAY 25 1995

                                                                        BOB TAFT
                                                              SECRETARY OF STATE

                                     Page 4



                  RESOLVED, that the officers of the Corporation are hereby
         authorized to do any and all other acts necessary in their judgement
         and required by law to effect the change of the principal office of
         this Corporation.

         IN WITNESS WHEREOF, I hereunto affix my name as Secretary and have
caused the corporate seal of said Corporation to be affixed this 8th day of
May, 1995.

                                               Dale R. Martin
                                               ---------------------------------
                                                         Secretary

(SEAL)

                                     Page 5



                      Ohio Secretary of State Return Slip
                           Amendment/Amended articles

                                              May 31, 1995

Motor Wheel Corporation              NOTE: THIS RETURN SLIP CREDITED IN THE
2501 Woodlake Circle                 AMOUNT OF $ 0 MUST ACCOMPANY THE CORRECTED
Okemos, MI 48864-5955                DOCUMENTS. COMPLETED DOCUMENTS MUST BE
                                     RETURNED WITHIN 30 DAYS OR A REFUND WILL BE
                                     ISSUED.

Re: Motor Wheel Corporation

Document No___________                              Additional Fee Required: $35

Dear Sir or Madam:

    The enclosed documents are being returned unfiled for the following
reason(s):

_________1.  The corporation's name must appear at the top of the certificate
             exactly the same as in our records. Please see correct name above.

_________2.  The certificate must be signed by 2 officers of the corporation.
             One signature must be that of the chairman of the board, president
             or vice-president and the second signature must be that of the
             secretary or assistant secretary. One individual may not sign in
             both capacities and, if necessary, an election or appointment must
             be made for this purpose.

             _______ if the corporation has a close corporation agreement in
                     effect, the enclosed Close Corporation Affidavit may be
                     completed.

_________3.  Our records indicate that the principal office is located in
             ___________________ However, the location given on the certificate
             is ________________ If the location has been changed (to a
             attachment city or county), then an additional resolution must be
             adopted. Changing the principal office location, include the
             appropriate county.

_________4.  Indicate what manner of adoption was used in passing the resolution
             to amend the Articles of Incorporation. If a meeting was held,
             include the percentage of the voting power that passed the
             resolution. A ________ vote is required.

_________5.  The new name you have chosen is not available without the written
             consent of _______ You may contact the prior registrant at
             ___________________________________________________________________
             ____________________ If consent cannot be obtained, please contact
             this article before filing another name to ensure that the
             alternate name is available.

_________6.  The corporation must submit its Form 7 (Annual Statement of
             Promotion of Capital Stock) for the year(s) _____ The Form 7 should
             reflect corporate activities in Ohio during the previous year. The
             forms are enclosed.

_________7.  We are unable to accept photostat copies. Original documents and
             signatures are required.

_________8.  When a corporation is amending its articles of incorporation in its
             entirety, the certificate must contain a superseding cause stating
             that the adopted amended articles of incorporation shall supersede
             the existing articles of incorporation and amendments thereto.

_________9.  The corporation was cancelled by Ohio Department of Taxation on
             __________. Before filing the amendment/amended articles, you
             must contain a D-3 (Certificate of Reinstatement) from the Ohio
             Department of Taxation (1030 Freeway Drive North, Columous, Ohio
             43229.(614) 433-7636). The D-3 must then be held with the Secretary
             of State, together with a $1000 filing fee in addition to the
             amendment documents.

________10.  Your non-profit corporation was cancelled on _______ for failure to
             file its statements of continued existence. Please fill out the
             enclosed Application for Reinstatement, submit a $1000 filing fee
             and return all the enclosed amendment documents.

________11.  The corporation's articles were cancelled on _______ for failure to
             file the Professional Annual Shareholders Reports. Before the
             filing the Amendment/Amended Articles, you must complete the
             enclosed Application for Reinstatement and annual reports for the
             year(s)_______ A filing fee of $1000 must be submitted and resumed
             together with your amendment/amended articles.



                                     Page 6



                              AGREEMENT OF MERGER

                         MERGING GENEVA METAL WHEEL CO.
                          INTO MOTOR WHEEL CORPORATION

         AGREEMENT OF MERGER, made and entered into this 23rd day of December,
1975, by and between MOTOR WHEEL CORPORATION, a corporation organized and
existing under the laws of the state of Ohio (hereinafter referred to as "Motor
Wheel"), and GENEVA METAL WHEEL CO., a corporation organized and existing under
the laws of the state of Ohio (hereinafter referred to as "Geneva").

                                  WITNESSETH:

         WHEREAS, the Boards of Directors of Motor Wheel and Geneva deem it
advisable and for the general welfare and advantage of the respective
corporations and their respective shareholders that Motor Wheel merge into
itself Geneva and that Geneva should be merged into Motor Wheel, as authorized
by the provisions of Title 17, Chapter 1701 of the Revised Code of Ohio, as
amended, under and pursuant to the terms and conditions hereinafter set forth;
and

         WHEREAS, Motor Wheel is authorized by its Articles of Incorporation to
issue a maximum of One Thousand (1,000) shares of common stock of the par value
of One Dollar ($1.00) each, all of which have been issued and are presently
outstanding; and

         WHEREAS, Geneva is authorized by its Articles of Incorporation to issue
a maximum of Two Hundred Fifty (250) shares of common stock, having no par
value, of which One Hundred (100) shares have been issued and are presently
outstanding;

                                     Page 5


         NOW, THEREFORE, in consideration of the mutual agreements and
conditions herein contained, Motor Wheel and Geneva hereby agree, in accordance
with the applicable laws of the State of Ohio, that Geneva be merged with and
into Motor Wheel, that Motor Wheel shall be the continuing and surviving
corporation (hereinafter referred to as the "Surviving Corporation"), the name
of which shall continue to be Motor Wheel Corporation, and that the terms and
conditions of the merger, the mode of carrying it into effect, and the manner
and basis of converting the shares of Geneva into shares of Motor Wheel are and
shall be as follows:

         FIRST: The name of the corporations merging and the names of the states
under the laws of which the respective corporations are organized, are:



  Name of Corporation          State of Incorporation
  -------------------          ----------------------
                            
Motor Wheel Corporation                  Ohio
Geneva Metal Wheel Co.                   Ohio


The name of the Surviving Corporation is and shall be:

                            Motor Wheel Corporation

         SECOND: The place in the State of Ohio where the principal office of
the Surviving Corporation is to be located is the City of Akron, in Summit
County.

         THIRD: The purposes for which the Surviving Corporation is Formed are:

         (a)  To manufacture, purchase, or otherwise acquire, to sell, lease,
              distribute or otherwise dispose of, and to deal in and render any
              service in

                                     - 2 -

                                     Page 6



              respect of, wheels rims, axles, bearings, hubs, brake drums, space
              heaters, and air conditioners, and other parts, components, and
              accessories for vehicles and portable equipment, and carry on and
              conduct the general business of manufacturing and merchandising;

         (b)  To manufacture, to purchase, lease or other-wise acquire to hold
              and use, to sell, lease or otherwise dispose of, and to deal in or
              with personal property of any description and any interest
              therein;

         (c)  To purchase, lease, or otherwise acquire, to invest in, hold, use
              and encumber, to sell, lease, exchange, transfer, or otherwise
              dispose of, and to construct, develop, improve, equip, maintain,
              and operate structures and real property of any description and
              any interest therein;

         (d)  To borrow money, to issue, sell, and pledge its notes, bonds, and
              other evidences of indebtedness, to secure any of its obligations
              by mortgage, pledge, or deed of trust of all or any of its
              property, and to guarantee and secure obligations of any person,
              all to carrying out any of the purpose of the Corporation;

                                     - 3 -

                                     Page 7



         (e)  To invest its funds in any shares or other securities of another
              corporation, business, or undertaking or of a government,
              governmental authority, or governmental subdivision; and

         (f)  To do whatever is deemed necessary, useful, or conducive to
              carrying out any of the purposes of the Corporation and to
              exercise all other authority enjoyed by corporations generally by
              virtue of the provisions of the Ohio General Corporation Law.

         FOURTH: The authorized number of shares of the Surviving Corporation is
One Thousand Five Hundred(1,500), all of which are Common Shares with a par
value of One Dollar($1.00) each.

         FIFTH: The Surviving Corporation, by action of its directors, and
without action by its shareholders, may purchase its own shares in accordance
with the provisions of the Ohio General Corporation Law. Such purchases may be
made either in the open market or at public or private sale, in such manner and
amounts, from such holder or holders of outstanding shares of the Corporation,
and at such prices as the directors shall from time to time determine.

         SIXTH: The directors and officers of the Surviving Corporation shall
continue in office until the next annual meeting shareholders and until their
successors shall have been duly elected and qualified.

                                     - 4 -

                                     Page 8



         SEVENTH: The present Code of Regulation of Motor Wheel shall be Code of
Regulations the Surviving Corporation until changed or repealed according to the
provisions thereof.

         EIGHTH: Fredrick S Myers, whose address is 1144 East Market Street, in
the City of Akron, County of Summit, State of Ohio, a natural person and
resident of said County, is hereby appointed as the statutory agent of the
Surviving Corporation on whom any process, notice or demand against the
Surviving Corporation or Geneva may be served.

         NINTH: The mode of carrying into effect the merger and the manner and
basis of converting the shares of common stock of Motor Wheel and Geneva into
shares of common stock of the Surviving Corporation forthwith upon Effective
Date are as follows:

         (a)  Each of the outstanding shares of Common Stock of Geneva, no par
              value, which is issued and outstanding on the Effective Date
              shall, by virtue of the merger and without any action on the part
              of the holders thereof, be converted into shares of the Common
              Stock of the Surviving Corporation at the rate of
              one (1) share of Common Stock of the Surviving Corporation for one
              (1) share of Geneva Common Stock.

                                      - 5 -

                                     Page 9



         (b)  Each of the outstanding shares of Common Stock of Motor Wheel, One
              Dollar ($1.00) par value, which is issued and outstanding on the
              Effective Date shall, by virtue of the merger and without any
              action on the part of the holders thereof, be converted into
              shares of the Surviving Corporation at the rate of one (1) share
              of common Stock of the Surviving Corporation for one (1) share of
              Motor Wheel Common Common Stock.

         (c)  The holders of shares of the Common Stock of Geneva shall, upon
              the Effective Date of this Agreement of Merger, surrender and
              exchange their outstanding share certificates in Motor Wheel and
              Geneva for new share certificate in the Surviving Corporation
              representing the number of shares to which they are entitled under
              clause (a) of this paragraph NINTH of this Agreement of Merger.
              The present shareholder of Motor Wheel shall retain the share
              certificate presently held by it, which shares shall represent the
              shares of the Surviving Corporation in a like number, as provided
              in clause (b) of this paragraph NINTH of this Agreement of Merger.

         (d)  No fractional shares of Common Stock of the Surviving Corporation
              shall be issued upon or in connection with the merger.

                                     - 6 -

                                     Page 10



                              CERTIFICATE OF MERGER
                                       OF
                             GENEVA METAL WHEEL CO.
                                      INTO
                             MOTOR WHEEL CORPORATION

         The undersigned, a Vice President and the Assistant Secretary of Motor
Wheel Corporation, and the President and the Secretary of Geneva Metal Wheel
Co., pursuant to Section 1701.81 of the Revised Code of Ohio, do hereby certify
that the attached is a signed Agreement of Merger between Motor Wheel
Corporation and Geneva Metal Wheel Co., duly adopted in accordance with the laws
of the State of Ohio as set forth in the Certificate of Vice President and
Assistant Secretary of Motor Wheel Corporation and in the Certificate of
President and Secretary of Geneva Metal Wheel Co. attached to the said Agreement
of Merger; said Agreement of Merger and said Certificates are, hereby
incorporated herein and by specific reference made a part hereof.

                                            /s/ Bruce M Robertson
                                            ------------------------------------
                                            Bruce M Robertson, Vice President,
                                            Motor Wheel Corporation

                                            /s/ John Davies
                                            ------------------------------------
                                            John Davies, Assistant Secretary,
                                            Motor Wheel Corporation

                                            /s/ Richard A Jay
                                            ------------------------------------
                                            Richard A Jay, President,
                                            Geneva Metal Wheel Co.

                                            /s/ Fredrick S Myers
                                            ------------------------------------
                                            Fredrick S Myers, Secretary,
                                            Geneva Metal Wheel Co.

                                     Page 3



STATE OF OHIO    )
                 ) SS
COUNTY OF SUMMIT )

         Before me, a Notary Public in and for said county, personally appeared
the above named Bruce M Robertson, John Davies, Richard A Jay, and Fredrick S
Myers, who acknowledged that they did sign the foregoing instrument and that the
same was their free act and deed.

         IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal at Akron, Ohio, this 23rd day of December, 1975.

                                                 /s/ June G. Nance
                                            ------------------------------------
                                                     Notary Public

My commission expires:

June 20, 1978

                                     Page 4



         TENTH: The merger herein provided shall become effective at and as of,
and shall be effective from and after, the close of business on December 31,
1975, which shall be deemed to be at 11:59.99 P.M. on December 31, 1975 (the
"Effective Date") (provided, that this Agreement of Merger shall have been duly
filed in the office of the Secretary of State of Ohio as required by and in
accordance with the laws of the State of Ohio prior to the said Effective Date);
whereupon the separate existence of Geneva shall cease, and Geneva and Motor
Wheel shall be merged into the Surviving Corporation in accordance with this
Agreement of Merger.

         ELEVENTH: Surviving Corporation shall be possessed of all assets and
properties of every description, and every interest therein, wherever located,
and all of the rights, privileges, immunities, powers, franchises, and authority
of a public as well as of a private nature, of Motor Wheel and Geneva, and all
obligations belonging to or due to Motor Wheel and Geneva shall be vested in the
Surviving Corporation without further act or deed. Title to any real estate or
any interest therein vested in Motor Wheel or Geneva shall not in any manner be
impaired by reason of this merger. Motor Wheel and Geneva shall execute and
cause to be delivered any and all conveyances, assignments, deeds, or other
instruments, and shall take any and all actions, as shall be necessary to vest
property or rights of Motor Wheel or Geneva in the Surviving Corporation.

         The Surviving Corporation shall be liable for all of the obligations of
Motor Wheel and Geneva. All of the rights of

                                      - 7 -

                                     Page 11



creditors of Motor Wheel and Geneva are preserved unimpaired, and all lines, if
any, upon the properties of Motor Wheel and Geneva are preserved unimpaired.

         IN WITNESS WHEREOF, Motor Wheel Corporation and Geneva Metal Wheel Co.
have caused this Agreement of Merger to be executed in their respective
corporate names and their respective corporate seals to be affixed hereto by
their Vice President and President, respectively, and their Assistant Secretary
and Secretary, respectively, each thereunto duly authorized by their respective
Boards of Directors and shareholders on the day and year first above written.

[Corporate Seal]                                MOTOR WHEEL CORPORATION

Attest: /s/ John Davies                         By /s/ Bruce M Robertson
        -------------------------                  -----------------------------
            John Davies                                Bruce M Robertson
        Assistant Secretary                              Vice President

[Corporate Seal]                                GENEVA METAL WHEEL CO.

Attest: /s/ Fredrick S Myers                    By /s/ Richard A Jay
        -------------------------                  -----------------------------
            Fredrick S Myers                           Richard A Jay
              Secretary                                  President

                                      - 8 -

                                     Page 12



STATE OF OHIO    )
                 ) SS
COUNTY OF SUMMIT )

         Before me, a Notary Public in and for said county, personally appeared
Bruce M Robertson, Vice President, and John Davies, Assistant Secretary, of
Motor Wheel Corporation, the corporation which executed the foregoing
instrument, who acknowledged that the seal affixed to said instrument is the
corporate seal of said corporation; that they did sign and seal said instrument
as Vice President and Assistant Secretary in behalf of said corporation and by
authority of its Board of Directors and shareholders; and that said instrument
is their free act and deed individually and as Vice President and Assistant
Secretary and the free and corporate act and deed of said Motor Wheel
Corporation.

         IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal at Akron, Ohio, this 23rd day of December, 1975.

                                                        /s/ June G. Nance
                                                    ----------------------------
                                                            Notary Public

My commission expires:

June 20, 1978

                                     Page 13


STATE OF OHIO    )
                 ) SS
COUNTY OF SUMMIT )

         Before me, a Notary Public in and for said county, personally appeared
Richard A Jay, President, and Fredrick S Myers, Secretary, of Geneva Metal Wheel
Co., the corporation which executed the foregoing instrument, who acknowledged
that the seal affixed to said instrument is the corporate seal of said
corporation; that they did sign and seal said instrument as President and
Secretary in behalf of said corporation and by authority of its Board of
Directors and shareholders; and that said instrument is their free act and deed
individually and as President and Secretary and the free and corporate act and
deed of said Geneva Metal Wheel Co.

         IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal at Akron, Ohio, this 23rd day of December, 1975.

                                                         /s/ June G. Nance
                                                         -----------------------
                                                             Notary Public

My commission expires:

June 20, 1978

                                    Page 14



                                 CERTIFICATE OF
                          VICE PRESIDENT AND ASSISTANT SECRETARY
                                       OF
                             MOTOR WHEEL CORPORATION

         The undersigned, Bruce M Robertson, Vice President, and John Davies,
Assistant Secretary, of Motor Wheel Corporation, an Ohio corporation, do hereby
certify, as Vice President and Assistant Secretary of the said corporation, that
the Agreement of Merger to which this Certificate is attached, having been first
duly approved by resolution of the Boards of Directors of Motor Wheel
Corporation and Geneva Metal Wheel Co., the parties to the Agreement of Merger,
was duly submitted to the shareholders of Motor Wheel Corporation at a Special
Meeting of Shareholders, called and held separately from the meeting of
shareholders of any other corporation for the purpose of considering and
adopting or rejecting the said Agreement of Merger upon due notice accompanied
by a copy of the said Agreement of Merger given to all shareholders of Motor
Wheel Corporation, which meeting was held on the 23rd day of December, 1975, and
at which quorum of shareholders was present in person or by proxy, and that the
said Agreement of Merger was adopted by the affirmative vote of the holder of
all of the shares of Motor Wheel Corporation.

         IN WITNESS WHEREOF, the undersigned acting for and on behalf of Motor
Wheel Corporation have hereunto subscribed their names and caused the seal of
said corporation to be hereunto affixed this 23rd day of December, 1975.

                                              /s/ Bruce M Robertson
                                              ----------------------------------
                                              Bruce M Robertson, Vice President,
                                              Motor Wheel Corporation

[Corporate Seal of
Motor Wheel Corporation]

                                              /s/ John Davies
                                              ---------------------------------
                                              John Davies, Assistant Secretary,
                                              Motor Wheel Corporation

                                    Page 15



STATE OF OHIO    )
                 ) SS
COUNTY OF SUMMIT )

         Before me, a Notary public in and for said county, personally appeared
the above named Bruce M Robertson and John Davies, who acknowledged that they
did sign the foregoing instrument and that the same was their free act and deed.

         IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal at Akron, Ohio, this 23rd day of December, 1975.

                                                         /s/ June G. Nance
                                                         -----------------------
                                                             Notary Public

  My commission expires:

     June 20, 1978

                                    Page 16



                                 CERTIFICATE OF
                            PRESIDENT AND SECRETARY
                                       OF
                             GENEVA METAL WHEEL CO.

         The undersigned, Richard A Jay, President, and Fredrick S Myers,
Secretary, of Geneva Metal Wheel Co., an Ohio corporation, do hereby certify, as
President and Secretary of the said corporation, that the Agreement of Merger to
which this Certificate is attached, having been first duly approved by
resolution of the Boards of Directors of Geneva Metal Wheel Co. and Motor Wheel
Corporation, the parties to the Agreement of Merger, was duly submitted to the
shareholders of Geneva Metal Wheel Co. at a Special Meeting of Shareholders,
called and held separately from the meeting of shareholders of any other
corporation for the purpose of considering and adopting or rejecting the said
Agreement of Merger upon due notice accompanied by a copy of the said Agreement
of Merger given to all shareholders of Geneva Metal Wheel Co., which meeting was
held on the 23rd day of December, 1975, and at which a quorum of shareholders
was present in person or by proxy, and that the said Agreement of Merger was
adopted by the affirmative vote of the holder of all of the shares of Geneva
Metal Wheel Co.

         IN WITNESS WHEREOF, the undersigned acting for and on behalf of Geneva
Metal Wheel Co. have hereunto subscribed their names and caused the seal of said
corporation to be hereunto affixed this 23rd day of December, 1975.

                                              /s/ Richard A Jay
                                              ---------------------------------
                                              Richard A Jay, President,
                                              Geneva Metal Wheel Co.

[Corporate Seal of
Geneva Metal Wheel Co.]

                                              /s/ Fredrick S Myers
                                              ---------------------------------
                                              Fredrick S Myers, Secretary,
                                              Geneva Metal Wheel Co.

                                    Page 17



STATE OF OHIO    )
                 ) SS
COUNTY OF SUMMIT )

         Before me, a Notary public in and for said county, personally appeared
the above named Richard A Jay and Fredrick S Myers, who acknowledged that they
did sign the foregoing instrument and that the same was their free act and deed.

         IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal at Akron, Ohio, this 23rd day of December, 1975.

                                                         /s/ June G. Nance
                                                         -----------------------
                                                             Notary Public

  My commission expires:

     June 20, 1978

                                    Page 18


                                THE STATE OF OHIO

                                    BOB TAFT

                               Secretary of State

                                     326402

                                   CERTIFICATE

It is hereby certified that the Secretary of State of Ohio has custody of the
Records of Incorporation and Miscellaneous Filings; that said records show the
filing and recording of: AMD MIS CHN

                                                                             of

    HAYES LEMMERZ INTERNATIONAL - OHIO, INC. FORMERLY MOTOR WHEEL CORPORATION

                                     Recorded on Roll 6166 at Frame 0139 of the
                                     Records of Incorporation and Miscellaneous
                                     Filings.

    UNITED STATES OF AMERICA         WITNESS MY HAND AND THE SEAL OF THE
         STATE OF OHIO               SECRETARY OF STATE AT COLUMBUS, OHIO, THIS
OFFICE OF THE SECRETARY OF STATE     5TH DAY OF FEB  . A.D. 1998.

            [SEAL]                   /s/ BOB TAFT
                                     ---------------
                                     BOB TAFT
                                     Secretary of State



         BOB TAFT, Secretary of State        326402   Approved  CR
[SEAL]   30 East Broad Street, 14th Floor             Date  2-5-98
         Columbus, Ohio 43266-0418                    Fee  35.00
         Form SH-AMD (January 1991)
                                                      98020600801


                            CERTIFICATE OF AMENDMENT
              BY SHAREHOLDERS TO THE ARTICLES OF INCORPORATION OF

Motor Wheel Corporation
- --------------------------------------------------------------------------------
                              (Name of Corporation)

Daniel M. Sandberg, Who is: [ ] Chairman of the Board     [ ] President
                            [X] Vice President (check one)

and

Patrick B. Carey, who is: [ ] Secretary   [X] Assistant Secretary (Check one)

of the above named Ohio corporation for profit do hereby certify that:(check the
appropriate box and complete the appropriate statements)

[ ]  a meeting of the shareholders was duly called for the purpose of adopting
     this amendment and held on ____________, 19_________ at which meeting a
     quorum of the shareholders was present in person or by proxy; and by the
     affirmative vote of the holders of share entitling them to exercise ______%
     of the voting power of the corporation.

[X]  in a writing signed by all of the shareholders who would be entitled to
     notice of a meeting held for that purpose, the following resolution to
     amend the articles was adopted:

     that Article I of the Amended Articles of Incorporation shall be amended
     such that the name of the Corporation shall be "Hayes Lemmerz International
     - Ohio, Inc."

                                           RECEIVED

                                          FEB 05 1998

                                            BOB TAFT
                                       SECRETARY OF STATE

     IN WITNESS WHEREOF, the above named officers, acting for and on the behalf
of the corporation, have hereto subscribed their name this 12th day of January,
1998.

                                    By  /s/ Daniel M. Sandberg
                                      --------------------------
                                           (Vice President)

                                    By   /s/ Patrick B. Carey
                                      --------------------------
                                        (Assistant Secretary)

     (OHIO - 613 - 3/4/91)

NOTE: Ohio law does not permit one officer to sign in two capacities. Two
separate signatures are required, even if this necessitates the election of a
second officer before the filing can be made.


                                                                    EXHIBIT 3.40

                             MOTOR WHEEL CORPORATION

                  WRITTEN CONSENT OF ONLY SHAREHOLDER TO ACTION
                        TAKEN WITHOUT HOLDING A MEETING

         MWC Holdings, Inc., being the only shareholder of Motor Wheel
Corporation and the only person entitled to Notice of Meeting for such purpose,
does hereby consent in writing, without meeting, to the adoption of the
following resolution, effective as of Tuesday, the 12th day of December, 1995:

         RESOLVED, that the Code of Regulations of the Corporation, adopted
December 16, 1987, as amended from time to time, be, and the same hereby is,
rescinded and shall have no further force or effect whatsoever; and

         FURTHER RESOLVED, that the Code of Regulations in the form presented
with this writing, a copy of which, appropriately identified by the Secretary,
is ordered filed with this writing in the minute book, be and the same hereby
is, adopted as the Code of Regulations of the Corporation.

         Adoption of the foregoing resolution as of the 12th day of December,
1995, by consent of the sole shareholder, is evidenced by this instrument signed
this 21st day of December, 1995, by the President of MWC Holdings, Inc.,
pursuant to authority vested in him by that Company's by-laws.

                                   MWC HOLDINGS, INC.

                               By: /s/ Richard W. Tuley
                                   -----------------------------------
                                                President

ATTEST:

/s/ Dale R. Martin
- ---------------------------
         Secretary



                                                               Adopted: 12/12/95

                             MOTOR WHEEL CORPORATION

                               CODE OF REGULATIONS

                            Adopted December 12, 1995

                                    ARTICLE I

                                  SHAREHOLDERS

         Section 1. Annual Meeting. The annual meeting of shareholders of the
Corporation for the election of directors, the consideration of reports to be
laid before such meeting, and the transaction of other such business as may
properly be brought before such meeting, shall be held at nine o'clock a.m., on
the second Tuesday in March in each year, if not a legal holiday and, if a legal
holiday, then on the day following the next succeeding business day, or at such
other date and hour as may be designated in the notice of said meeting.

         Section 2. Special Meetings. Special meetings of the shareholders of
the Corporation may be held on any business day, when called by the Chairman of
the Board, or by the President, or by a Vice President, or by the Board acting
at a meeting, or by a majority of the directors acting without a meeting, or by
the persons who hold twenty-five percent of all shares outstanding and entitled
to vote thereat.

         Section 3. Place of Meetings. Any meeting of shareholders may be held
either at the principal office of the Corporation or at such other place within
or without the State of Ohio as may be designated in the notice of said meeting.



         Section 4. Notice of Meetings. Not less than seven or more than sixty
days before the date fixed for a meeting of shareholders, written notice stating
the time, place and purposes of such meeting shall be given by or at the
direction of the Secretary or an Assistant Secretary or any other person or
persons required or permitted by these Regulations to give such notice. The
notice shall be given by personal delivery or by mail to each shareholder
entitled to notice of the meeting who is of record as of the day next preceding
the day on which notice is given or, if a record date therefor is duly fixed, of
record as of said date; if mailed, the notice shall be addressed to the
shareholders at their respective addresses as they appear on the records of the
Corporation. Notice of the time, place and purposes of any meeting of
shareholders may be waived in writing, either before or after the holding of
such meeting, by any shareholder, which writing shall be filed with or entered
upon the records of the meeting.

         Section 5. Quorum; Adjournment. Except as may be otherwise provided by
law or by the Articles of Incorporation, at any meeting of the shareholders, the
holders of shares entitling them to exercise a majority of the voting power of
the Corporation present in person or by proxy, shall constitute a quorum for
such meeting; provided, however, that no action required by law, the Articles or
these Regulations to be authorized or taken by a designated proportion of the
shares of the Corporation may be authorized or taken by a lesser proportion; and
provided, further, that the holders of a majority of the voting shares
represented thereat, whether or not a quorum is present, may adjourn such
meeting from time to time; if any meeting is adjourned, notice of such
adjournment need not be given if the time

                                       -2-



and place to which it is adjourned are fixed and announced at such meeting.

         Section 6. Proxies. Persons entitled to vote shares or to act with
respect to shares may vote or act in person or by proxy. The person appointed as
proxy need not be a shareholder.

         Section 7. Approval and Ratification of Acts of Officers and Board.
Except as otherwise provided by the Articles of Incorporation or by law, any
contract, act or transaction, prospective or past, of the Corporation, or of the
Board, or of the officers may be approved or ratified by the affirmative vote at
a meeting of the shareholders, or by the written consent, with or without a
meeting, of the holders of shares entitling them to exercise a majority of the
voting power of the Corporation, and such approval or ratification shall be as
valid and binding as though affirmatively voted for or consented to by every
shareholder of the Corporation.

         Section 8. Action Without a Meeting. Any action which may be
authorized or taken at a meeting of the shareholders may be authorized or taken
without a meeting with the affirmative approval of, and in writing or writings
signed by all the shareholders who would be entitled to notice of a meeting of
the shareholders held for such purpose, which writing or writings shall be filed
with or entered upon the records of the Corporation.

                                   ARTICLE II

                               BOARD OF DIRECTORS

         Section 1. Number. The number of directors, which shall not be less
than three, will be as determined from time to time by the shareholders. Except
where the law, the

                                       -3-



Articles of Incorporation or these Regulations require action to be authorized
or taken by the shareholders, all of the authority of the Corporation shall be
exercised by the directors.

         Section 2. Election of Directors; Vacancies. The directors shall be
elected at each annual meeting of shareholders or at a special meeting called
for the purpose of electing directors. At a meeting of shareholders at which
directors are to be elected, only persons nominated as candidates shall be
eligible for election as directors and the candidates receiving the greatest
number of votes shall be elected. In the event of the occurrence of any vacancy
or vacancies in the Board, however caused, the remaining directors, though less
than a majority of the whole authorized number of directors, may, by the vote of
a majority of their number, fill any such vacancy for the unexpired term.

         Section 3. Term of Office; Resignations. Directors shall hold office
until the next annual meeting of shareholders and until their successors are
elected, or until their earlier resignation, removal from office or death. Any
director may resign at any time by oral statement to that effect made at a
meeting of the Board or in a writing to that effect delivered to the Secretary,
such resignation to take effect immediately or at such other time as the
director may specify.

         Section 4. Meetings. Immediately after each annual meeting of the
shareholders, the newly elected directors shall hold an organization meeting for
the purpose of electing officers and transacting any other business. Notice of
such meeting need not be given. Other meetings of the Board may be held at any
time within or without the State of Ohio in accordance with resolutions or other
action by the Board. Unless otherwise expressly

                                       -4-



stated in the notice thereof, any business may be transacted at any meeting of
the Board.

         Section 5. Notice of Meetings. Not less than two days before the date
fixed for a meeting of the directors (except an annual organization meeting),
written notice stating the time and place of such meeting shall be given by or
at the direction of the Secretary or an Assistant Secretary. The notice shall be
given to each directors by personal delivery or by mail, telegram or cablegram,
and neither the notice nor a waiver thereof need specify the purpose of the
meeting. Notice of any meeting may be waived in writing, either before or after
the holding of such meeting, by any director, which writing shall be filed with
or entered upon the records of the meeting. Attendance of a director at any
meeting without protesting, prior to or at the commencement of the meeting, the
lack of proper notice thereof shall be deemed to be a waiver by him of notice
of such meeting.

         Section 6. Quorum; Adjournment. A quorum of the Board shall consist of
a majority of the directors then in office; provided that a majority of the
directors present at a meeting duly held, whether or not a quorum is present,
may adjourn such meeting from time to time; if any meeting is adjourned, notice
of adjournment need not be given if the time and place to which it is adjourned
are fixed and announced at such meeting. At each meeting of the Board at which a
quorum is present, all questions and business shall be determined by a majority
vote of those present except as in these Regulations otherwise expressly
provided.

         Section 7. Action Without a Meeting. Any action which may be authorized
or taken at a meeting of the Board of Directors may be authorized or taken
without a meeting with the affirmative approval of, and in a writing or writings
signed by all of the directors,

                                       -5-



which writing or writings shall be filed with or entered upon the records of the
Corporation.

                                  ARTICLE III

                                    OFFICERS

         Section 1. Election and Designation of Officers. The Board, at its
organization meeting, may elect a Chairman of the Board and shall elect a
President, a Secretary, a Treasurer and, in its discretion, at any meeting of
the Board, may elect one or more Vice Presidents, one or more Assistant
Secretaries, one or more Assistant Treasurers, a Comptroller, one or more
Assistant Comptrollers and such other officers as the Board may deem necessary.
The Chairman of the Board and the President shall be directors, but no one of
the other officers need be a director. Any two or more of such offices may be
held by the same person, but no officer shall execute, acknowledge or verify
any instrument in more than one capacity, if such instrument is required to be
executed, acknowledged or verified by two or more officers.

         Section 2. Term of Office; Vacancies. The officers of the Corporation
shall hold office until the next organization meeting of the Board and until
their successors we elected, except in case of resignation, death or removal.
The Board may remove any officer at any time with or without cause by a
two-thirds vote of the members of the Board then in office. Any vacancy in any
office may be filled by the Board.

         Section 3. Chairman of the Board. The Chairman of the Board, if any,
shall preside at all meetings of shareholders and of the Board and shall have
such authority and perform such duties as the Board may determine.

                                       -6-



         Section 4. President. Except for meetings at which the Chairman of the
Board, if any, presides in accordance with the preceding Section, the
President shall preside at all meetings of shareholders and of the Board.
Subject to directions of the Board, he shall have general executive
supervision over the property, business and affairs of the Corporation.

         Section 5. Vice Presidents. In case of the absence or disability of the
President, or when circumstances prevent the President from acting, the Vice
Presidents of the Corporation shall perform all the duties and possess all the
authority of the President, and shall have priority in the performance of such
duties and exercise of such authority in the order of their election by the
Board.

         Section 6. Secretary. The Secretary shall keep the minutes of meetings
of the shareholders and of the Board. He shall keep such books as may be
required by the Board, and shall give notices of shareholders' meetings and of
Board meetings required by law, or by these Regulations, or otherwise.

         Section 7. Treasurer. The Treasurer shall receive and have in charge
all money, bills, notes, bonds, stocks in other corporations, and similar
property belonging to the Corporation, and shall do with the same as may be
ordered by the Board. He shall keep accurate financial accounts and hold the
same open for the inspection and examination of the directors.

         Section 8. Comptroller. The Comptroller shall exercise a general check
upon the disbursement of funds of the Corporation and shall have general charge
and supervision of the preparation of financial reports.

                                       -7-



         Section 9. Other Officers. The Assistant Secretaries, Assistant
Treasurers and Assistant Comptrollers, if any, in addition to such authority and
duties as the Board may determine, shall have such authority and perform such
duties as may be directed by their respective principal officers.

         Section 10. Authority and Duties. The officers shall have such
authority and perform such duties, in addition to those specifically set forth
in these Regulations, as the Board may determine. The Board is authorized to
delegate the duties of any officer to any other officer and generally to control
the action of the officers and to require the performance of duties in addition
to those mentioned herein.

                                   ARTICLE IV

                                  COMPENSATION

         The Board, by the affirmative vote of a majority of the directors in
office, and irrespective of any personal interest of any of them, shall have
authority to establish reasonable compensation, which may include pension,
disability and death benefits, for services to the Corporation by directors and
officers, or to delegate such authority to one or more officers or directors.

                                    ARTICLE V

                          INDEMNIFICATION AND INSURANCE

         Section 1. Indemnification. The Corporation shall indemnify, to the
full extent

                                       -8-



then permitted by law, any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director, trustee,
officer, employee or agent of another corporation, domestic or foreign,
non-profit or for profit, partnership, joint venture, trust or other enterprise;
provided, however, that the Corporation shall indemnify any such agent (as
opposed to any director, officer or employee) of this Corporation to an extent
greater than that required by law only if and to the extent that the directors
may, in their discretion, so determine. The indemnification provided hereby
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any law, the Articles of Incorporation or
any agreement, vote of shareholders or of disinterested directors or otherwise,
both as to action in official capacities and as to action in another capacity
while he is a director, officer, employee or agent of the Corporation, and shall
continue as to a person who has ceased to be a director, trustee, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

         Section 2. Insurance. The Corporation may, to the full extent then
permitted by law and authorized by the directors, purchase and maintain
insurance on behalf of any persons described in Section 1 of this Article V
against any liability asserted against and incurred by any such person in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify such person against such
liability.

                                       -9-



                                   ARTICLE VI

                                  RECORD DATES

         For any lawful purpose, including, without limitation, the
determination of the shareholders who are entitled to:

         (1)      receive notice of or to vote at a meeting of shareholders,

         (2)      receive payment of any dividend or distribution,

         (3)      receive or exercise rights of purchase of or subscription for,
                  or exchange or conversion of, shares or other securities,
                  subject to contract rights with respect thereto, or

         (4)      participate in the execution of written consents, waivers or
                  releases,

the Board may fix a record date which shall not be a date earlier than the date
on which the record date is fixed, and in the cases provided for in clauses (1),
(2) and (3) above, shall not be more than sixty days preceding the date of the
meeting of shareholders, or the date fixed for the payment of any dividend or
distribution, or the date fixed for the receipt or the exercise of rights, as
the case may be. The record date for the purpose of the determination of the
shareholders who are entitled to receive notice of or to vote at a meeting of
shareholders shall continue to be the record date for all adjournments of such
meeting, unless the Board or the persons who shall have fixed the original
record date shall, subject to the limitation set forth in this Article, fix
another date, and in case a new record date is so fixed, notice thereof and of
the date to which the meeting shall have been adjourned shall be given to
shareholders of record as of such date in accordance with the same requirements
as those applying to a

                                      -10-



meeting newly called. The Board may close the share transfer books against
transfers of shares during the whole or any part of the period provided for in
this Article, including the date of the meeting of shareholders and the period
ending with the date, if any, to which adjourned.

                                   ARTICLE VII

                             EXECUTION OF DOCUMENTS

         Except as otherwise provided in these Regulations, or by specific or
general resolutions of the Board, all documents evidencing conveyances by or
contracts or other obligations of the Corporation shall be signed by the
Chairman of the Board, if any, the President, or a Vice President, and attested
by the Secretary or an Assistant Secretary.

                                  ARTICLE VIII

                             CERTIFICATES FOR SHARES

         Section 1. Form of Certificates and Signatures. Each holder of shares
is entitled to one or more certificates, signed by the Chairman of the Board or
the President or a Vice President and by the Secretary, an Assistant Secretary,
the Treasurer, or an Assistant Treasurer of the Corporation, which shall certify
the number and class of shares held by him in the Corporation, but no
certificate for shares shall be executed or delivered until such shares are
fully paid.

                                      -11-



         Section 2. Transfer of Shares. Shares of the Corporation shall be
transferable upon the books of the Corporation by the holders thereof, in
person, or by a duly authorized attorney, upon surrender and cancellation of
certificates for a like number of shares of the same class or series, with
duly executed assignment and power of transfer endorsed thereon or attached
thereto, and with such proof of the authenticity of the signatures to such
assignment and power of transfer as the Corporation or its agents may reasonably
require.

         Section 3. Lost, Stolen or Destroyed Certificates. The Corporation may
issue a new certificate for shares in place if any certificate theretofore
issued by it and alleged to have been lost, stolen or destroyed, and the Board
may, in its discretion, require the owner or his legal representatives to give
the Corporation a bond containing such terms as the Board may require to protect
the Corporation or any person injured by the execution and delivery of a new
certificate.

                                   ARTICLE IX

                    AUTHORITY TO TRANSFER AND VOTE SECURITIES

         The Chairman of the Board, the President and a Vice President of the
Corporation are each authorized to sign the name of the Corporation and to
perform all acts necessary to effect a transfer of any shares, bonds, other
evidences of indebtedness or obligations, subscription rights, warrants and
other securities of another corporation owned by the Corporation and to issue
the necessarry powers of attorney for the same; and each such officer is
authorized, on behalf of the Corporation, to vote such securities, to appoint
proxies with respect thereto and

                                      -12-



to execute consents, waivers and releases with respect thereto, or to cause any
such action to be taken.

                                    ARTICLE X

                                   AMENDMENTS

         The Regulations of the Corporation may be amended or new Regulations
may be adopted by the shareholders, at a meeting held for such purpose by the
affirmative vote of the holders of shares entitling them to exercise a majority
of the voting power of the Corporation on such proposal or, without a meeting,
by the written consent of the holders of shares entitling them to exercise
two-thirds of the voting power on such proposal.

                                  CERTIFICATION

                  The undersigned, Dale R. Martin, Secretary of Motor
         Wheel Corporation, hereby certifies that the foregoing Code
         of Regulations is the Code of Regulations of Motor Wheel
         Corporation as adopted by written consent of the sole
         shareholder on December 12, 1995.

                                        /s/ Dale R. Martin
                                        ------------------------------
                                            Dale R. Martin, Secretary

                                      -13-



                             MOTOR WHEEL CORPORATION

                   ACTION OF SOLE SHAREHOLDER WITHOUT MEETING

         The undersigned, being the sole shareholder of Motor Wheel Corporation,
an Ohio corporation does hereby take the following actions:

         1. The directors of the Corporation are hereby removed.

         2. Pursuant to Article II, Section 1, of the Code of
            Regulations of the Corporation, the number of directors
            constituting the Board of Directors is hereby fixed at three
            (3).

         3. Messrs. Ranko Cucuz, William D. Shovers and Daniel M.
            Sandberg are hereby elected directors of the Corporation, each
            of them to serve until the next annual meeting of shareholders
            or until their respective successors are elected or until
            their earlier resignation, removal from officer, or death.

         IN WITNESS WHEREOF, the undersigned has caused this instrument to be
executed in its name and on its behalf by its officer thereunto duly authorized,
this 26th day of August 1996.

                                    HAYES WHEELS INTERNATIONAL, INC.

                                    By: /s/ Daniel M. Sandberg
                                        ----------------------------------
                                            Daniel M. Sandberg
                                            Vice President


                           ACTION BY WRITTEN CONSENT
                                       OF
                                SOLE SHAREHOLDER
                                       OF
                    HAYES LEMMERZ INTERNATIONAL - OHIO, INC.

         THE UNDERSIGNED, being the sole shareholder of Hayes Lemmerz
International - Ohio, Inc., an Ohio corporation (the "Company"), acting pursuant
to Section 1701.54 of the General Corporation Law of the State of Ohio, hereby
adopts the following resolutions with the same force and effect as if such
resolutions had been unanimously adopted at a duly convened meeting of the
shareholders of the Company and directs that this consent be filed with the
minutes of the proceedings of the shareholders of the Company:

Amendment to By-Laws

                  RESOLVED, that effective immediately, the first sentence of
         Article II, Section 1 of the Company's Code of Regulations shall be
         amended to state as follows:

                  "The number of directors of the Corporation, which shall not
                  be less than one (1) member nor more than five (5) members,
                  will be as determined from time to time by the shareholders."

Removal of Directors

                  RESOLVED, that Ranko Cucuz, Daniel M.Sandberg and William D.
         Shovers are hereby removed from their positions as directors of the
         Company.

Election of Director

                  RESOLVED, that the Board of Directors shall consist of one (1)
         member.

                  RESOLVED, that Patrick B. Carey is hereby elected as the
         Director of the Company until his successor is duly elected and
         qualified.

         IN WITNESS WHEREOF, the undersigned, being the sole shareholder of
Hayes Lemmerz International - Ohio, has executed this unanimous written consent
as of the 1st day of October, 2001.

                                            HAYES LEMMERZ INTERNATIONAL, INC.

                                            By: /s/ Daniel M. Sandberg
                                                --------------------------------
                                                Daniel M. Sandberg
                                                Vice President


                                                                    EXHIBIT 3.41

                                                                FILED
                                                         In the Office of the
                                                     Secretary of State of Texas

                                                             DEC 18 1985

                                                              Clork I-D
                                                        Corporations Section

                            ARTICLES OF INCORPORATION

                                       OF

                     RELIABLE TRANSPORTATION COMPONENTS, INC.

         The undersigned natural person over the age of 21 years, acting as
incorporator of a corporation under the Texas Business Corporation Act, does
hereby adopt the following Articles of Incorporation for such corporation:

         ARTICLE ONE. The name of the corporation is:

                    RELIABLE TRANSPORTATION COMPONENTS, INC.

         ARTICLE TWO. The period of its duration is perpetual.

         ARTICLE THREE. The purposes for which the corporation is formed are:

         To distribute or sell transportation products of all kinds and in any
manner and otherwise carry out any kind of operation necessary or incident to
the operation of the corporation.

         To engage in and carry on any other business which may conveniently be
conducted in conjunction with any of the business of the corporation.

         To acquire all or any part of the goodwill, rights, property and
business of any person, firm, association or corporation heretofore or hereafter
engaged in any business similar to any business which the corporation has the
power to conduct, and to hold, utilize, enjoy and in any manner dispose of the
whole or any part of the rights, property and business so acquired, and to
assume in connection therewith any liabilities to any such person, firm,
association or corporation.

         To apply for, obtain, purchase or otherwise acquire, any patents,
copyrights, licenses, trademarks, trade names, rights, processes, formulas and
the like, which may seem capable of being used for any of the purposes of the
corporation; and to use, exercise, develop, grant licenses in respect of, sell
and otherwise turn to account, the same.



         To carry out all or any part of the foregoing objects as principal,
factor, agent, contractor or otherwise, either alone or through or in
conjunction with any person, firm, association or corporation, and, in carrying
on its business and for the purposes of attaining or furthering any of its
objects and purposes, to make and perform any contracts and to do any acts and
things, and to exercise any powers suitable, convenient or proper for the
accomplishment of any of the objects and purposes herein enumerated or
incidental to the powers herein specified, or which at any time may appear
conducive to or expedient for the accomplishment of any of such objects and
purposes.

         To carry out all or any part of the aforesaid objects and purposes, and
to conduct its business in all or any of its branches, in any or all states,
territories, districts and possessions of the United States of America and in
foreign countries; and to maintain offices and agencies in any or all states,
territories, districts and possessions of the United States of America and in
foreign countries.

         The foregoing objects and purposes shall, except when otherwise
expressed, be in no way limited or restricted by reference to or inference
from the terms of any other clause of this or any other article of these
Articles of Incorporation or of any amendment thereto, and shall each be
regarded as independent and construed as powers, as well as objects and
purposes.

         The corporation shall be authorized to exercise and enjoy all of the
powers, rights and privileges granted to, or conferred upon, corporations of a
similar character by the General Laws of the State of Texas now or hereafter in
force, and to transact any or all lawful business for which corporations may be
incorporated under the Texas Business Corporation Act, and the enumeration of
the foregoing powers shall not be deemed to exclude any powers, rights or
privileges so granted or conferred.

         ARTICLE FOUR. The aggregate number of shares which the corporation
shall have the authority to issue is 1,000,000 shares, all of the same class,
which shall be classified as common stock with $1.00 par value.

         ARTICLE FIVE. The corporation will not commence business until it has
received for the issuance of its shares consideration of the value of $1,000.00,
consisting of money, labor done or property actually received.

                                      -2-


         ARTICLE SIX.      The street address of its initial registered office
is 2650 Royal Lane, Suite 208, Dallas, Texas and the name of its initial
registered agent at such address is John C. Arneson.

         ARTICLE SEVEN.    The number of Directors constituting the initial
Board of Directors is one, and the name and address of the person who is to
serve as Director until the first annual meeting of the shareholders or until
his successor is elected and qualified is:

         Wally Lupoff              21031 Ventura Boulevard
                                   Suite  704
                                   Woodland Hills, CA 91364

         ARTICLE EIGHT.    The name and address of the incorporator is:

         John C. Arneson           2650 Royal Lane, Suite 208
                                   Dallas, Texas 75229

         IN WITNESS WHEREOF, I have hereunto set my hand this 16th day of
December, 1985.
                                             /s/ John C. Arneson
                                             -----------------------------------
                                             John C. Arneson

STATE OF TEXAS             )

COUNTY OF DALLAS           )

         I, Linda K. Lewis, a Notary Public, do hereby certify that on the 16th
day of December, 1985, personally appeared before me JOHN C. ARNESON, who being
by me duly sworn, declared that he is the person who signed the foregoing
document as incorporator and that the statements therein contained are true.

                                             /s/ Linda K. Lewis
                                             -----------------------------------
                                             Notary Public in and for the
                                             State of Texas
                                             Commission expires: 5/21/88

                                       -3-



                                                                FILED
                                                         In the Office of the
                                                       Secretary: State of Texas

                                                              JAN 10,1986
                                                              clerk III X
                                                         Corporations Section

FILLING FEES: Office of the Secretary of State - $10.00
              County Clerk's offices           -   2.00

                            ASSUMED NAME CERTIFICATE
                  FOR AN INCORPORATED BUSINESS OR PROFESSION

1.       The assumed name under which the business or professional service is or
         is to conducted or rendered is RTC. INC,

2.       The name of the incorporated business or profession as stated in its
         Articles or Incorporation or comparable document is Reliable
         Transportation Components, Inc and the charter number or certificate of
         authority number, if any, is 778493-0.

3.       The state, country, or other jurisdiction under the laws of which it
         was incorporated is TEXAS, and the address of its registered or similar
         office in that jurisdiction is 2650 Royal Lane, Suite 208 Dallas,
         Texas.

4.       The period, not to exceed ten years, during which the assumed name will
         be used is 1/8/86 - 1/7/96.

5.       The corporation is a (circle one) business corporation, non-profit
         corporation, professional corporation, professional association or
         other type of corporation (specify)_____________________________, or
         other type of incorporated business, professional or other association
         or legal entity (specify)_____________________________.

6.       If the corporation is required to maintain a registered office in
         Texas, the address of the registered office is 2650 Royal Ln, Ste, 208,
         Dallas, Tx and the name of its registered agent at such address is John
         C. Arneson. The address of the principal office (if not same as the
         registered office) is 11350 Pagemill, Dallas, Tx, 75243.

7.       If the corporation is not required to or does not maintain a registered
         office in Texas, the office address in Texas is ______________________;
         and if the corporation is not incorporated, organized or associated
         under the laws of Texas, the address of its place of business in Texas
         is__________________________ and the office address elsewhere is
         _____________________________.

8.       The county or counties where business or professional services are
         being or are to be conducted or rendered under such assumed name are
         (if applicable, use the designation "all" or "all except
         ________________"):

                  "ALL"

                                   /s/ [ILLEGIBLE] President
                                   ---------------------------------------------
                                   Signature of officer, representative
                                   or attorney-in-fact of the corporation

         Before me on this 8th day of January, 1986, personally appeared Harry
         W. Will, III and acknowledged to me that he executed the foregoing
         certificate for the purposes therein expressed.

                                   /s/ Wanda J. Moore
                                   ---------------------------------------------
         (Notary seal)             Notary Public State of Texas

                                   NOTE: A certificate executed and acknowledged
                                   by an attorney-in-fact shall include a
                                   statement that the attorney-in-fact has been
                                   duly authorized in writing by his principal
                                   to execute and acknowledge the same.



                                                                FILED
                                                         In the office of the
                                                     Secretary of State of Texas

                                                              JUN 11 1990
                                                         Corporations Section

                    STATEMENT OF CHANGE OF REGISTERED OFFICE
                          OR REGISTERED AGENT, OR BOTH,
                         BY A TEXAS DOMESTIC CORPORATION

         1.       The name of the corporation is RELIABLE TRANSPORTATION
COMPONENTS, INC.

         2. The address, including street and number, of its present registered
office as shown in the records of the secretary of the state of Texas prior to
filing this statement is 2650 Royal Lane, Suite 208, Dallas, Texas 75229.

         3.       The address, including street and number, to which its
registered office is to be changed is 11480 Hillguard, Dallas, Texas 75243.

         4.       The name of its present registered agent, as shown in the
records of the Secretary of the State of Texas, prior to filing this statement,
is John C. Arneson.

         5.       The name of its new registered agent is Paul Page.

         6.       The address of its registered office and the address of the
business office of its registered agent, as changed, will be identical.

         7.       This change was authorized by its board of directors.

                                   RELIABLE TRANSPORTATION
                                   COMPONENTS, INC.

                                   By: /s/ Paul Page
                                       ----------------------------------------
                                       Name: Paul Page
                                       Title: Vice President



                                                                FILED
                                                         In the office of the
                                                     Secretary of State of Texas

                                                             FEB 17 1998
                                                        Corporations Section

                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                     RELIABLE TRANSPORTATION COMPONENTS, INC.

         Pursuant to the provisions of Art. 9.10 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:

         ARTICLE ONE. The name of the corporation is RELIABLE TRANSPORTATION
COMPONENTS, INC,.

         ARTICLE TWO. The following amendment to the Articles of Incorporation
was adopted by written consent of the shareholder on January 1, 1998 in
accordance with article 9.10 of the Texas Business Corporation Act, and any
written notice required by such article has been given.

         Article One of the Articles of Incorporation is hereby amended so as to
read as follows:

         ARTICLE ONE: The name of the corporation is HAYES LEMMERZ
INTERNATIONAL - TEXAS, INC,.

         ARTICLE THREE. The holder of all of the 3,000 shares outstanding and
entitled to vote on said amendment has signed a consent in writing adopting said
amendment.

         IN WITNESS WHEREOF, RELIABLE TRANSPORTATION COMPONENTS, INC. has
caused this Amendment to be signed in its name and on its behalf and attested on
this 16th day of February, 1998 by duly authorized officers of the Corporation.

                                   RELIABLE TRANSPORTATION
                                   COMPONENTS, INC.

                                   By:  /s/ William D. Shovers
                                        ----------------------------------------
                                        Name: William D. Shovers
                                        Title: Vice President - Finance

ATTEST:

By: /s/ Patrick B. Carey
    ---------------------------
    Name: Patrick B. Carey
    Title: Assistant Secretary


                                                               FILED
[THE STATE OF TEXAS LOGO]                               In the Office of the
                                                     Secretary of State of Texas
                                                             DEC 02 1998

                                                             [ILLEGIBLE]

                            ASSUMED NAME CERTIFICATE

1.  The name of the corporation, limited liability company, limited partnership
    or [ILLEGIBLE] limited liability partnership as stated in its articles of
    incorporation, articles of organization, certificate of limited partnership,
    application or comparable document is Hayes Lemmerz International - Texas,
    Inc.

2.  The assumed name under which the business or professional service
    is or to be conducted or rendered is Reliable Transportation Components,
    Inc.

3.  The state, country, or other jurisdiction under the laws of which it was
    incorporated, organized or associated is Texas, and the address of its
    registered or similar office in that jurisdiction is 11480 Hillguard,
    Dallas, TX 75243.

4.  The period, not to exceed 10 years, during which the assumed name
    will be used is 10.

5.  The entity is a (circle one) business corporation, non-profit corporation,
    professional corporation, professional association, limited liability
    company, limited partnership, registered limited liability partnership or
    some other type of incorporated business, professional or other association
    (specify) Business Corporation

6.  If the entity is required to maintain a registered office in Texas,
    the address of the registered office is 11480 Hillguard, Dallas, TX 75243
    and the name of its registered agent at such address is Paul Page
    ___________________________________________ The address of the principal
    office (if not the same as the registered office) is_______________________

    ___________________________________________________________________________.

7.  If the entity is not required to or does not maintain a registered office in
    Texas, the office address in Texas is_______________________________________
    and if the entity is not incorporated, organized or associated under the
    laws of Texas, the address of its place of business in Texas is_____________
    ______________________and the office address elsewhere is___________________

   ____________________________________________________________________________.

8.  The county or counties where business or professional services are being or
    are to be conducted or rendered under such assumed name are (if applicable,
    use the designation "ALL" or "ALL  EXCEPT")

    All.

       (Certificate must be executed and notarized on the back of this form.)


(TEX. - 1228 - 9/20/94)

                                Hayes Lemmerz International - Texas, Inc.


                                /s/ [ILLEGIBLE]
                                 ----------------------------------------------
                                Signature of officer, general partner, manager,
                                representative or attorney-in-fact of the entity
                                Daniel M. Sandberg, Vice President

Before me on this 24th day of November, 1998, personally appeared Daniel M.
Sandberg and acknowledged to me that_____________ he executed the foregoing
certificate for the purposes therein expressed.

                                        /s/ [ILLEGIBLE]
    (Notary Seal)                      ----------------------------------------
                                       Notary Public, State of Texas
                                       EXPIRATION; INDEFINITE

                INSTRUCTIONS FOR FILING ASSUMED NAME CERTIFICATE

1   A corporation, limited liability company, limited partnership or registered
    limited liability partnership, which regularly conducts business or renders
    a professional service in this state under a name other than the name
    contained in its articles of incorporation, articles of organization,
    certificate of limited partnership or application, must file an assumed name
    certificate with the secretary of state and with the appropriate county
    clerk in accordance with section 3611 of the Texas Business and Commerce
    Code

2   The information provided in paragraph 6 as regards the registered agent and
    registered office address in Texas must match the information on file in
    this office. To verify the information on file with this office, you may
    contact our corporate information unit at (512) 463-5555. Forms to change
    the registered agent/office are available from this office should you
    require to update this information.

3   A certificate executed and acknowledged by an attorney-in-fact shall include
    a statement that the attorney-in-fact has been duly authorized in writing by
    his principal to execute and acknowledge the same.

4   For purposes of filing with the secretary of state, the assumed name
    registrant should submit an originally executed assumed name certificate
    accompanied by the filing fee of $25 to the Secretary of State, Statutory
    Filings Division, Corporation Section, P.O. Box 13697, Austin, Texas
    78711-3697. The phone number is (512) 463-5582, TDD: (800) 735-2989, FAX:
    (512) 463-5709.

5   All assumed name certificates to be filed with the county clerk must be
    forwarded directly to the appropriate county clerk by the assumed name
    registrant.

6   Whenever an event occurs that causes the information in the assumed name
    certificate to become materially misleading (e.g. change of registered
    agent/office or a change of name), a new certificate must be filed within 60
    days after the occurrence of the events which necessitate the filing.

7   A registrant that ceases to transact business or render professional
    services under an assumed name for which a certificate has been filed may
    file an abandonment of use pursuant to the Texas Business and Commerce Code,
    Section 36.14 Forms for this purpose are available from this office.

    The Office of the Secretary of State does not discriminate on the basis of
    race color, national origin, sex, religion, age or disability in
    employment or the provisions of services.


[ILLEGIBLE]

                                      3333   b. -

a. T Code - 13196                              Do not write in the space above
TEXAS FRANCHISE TAX                   c. Taxpayer identification  d. Report year
PUBLIC INFORMATION REPORT                number
MUST be filed with your Corporation            1-75-2077258-7               2002
Franchise Tax Report
          Corporation name and address  e. PIR/IND [ ] 1,2,3,4
                                           Secretary of State file number
HAYES LEMMERZ INTERNATIONAL - TEXAS INC                or, if non.
15300 CENTENNAL DR                            Comptroller unchartered number
NORTHVILLE               MI 48167-8687                     g. -
                                         Item k on Franchise
                                         Tax Report form, Page 1 00778493-00 [7]

The following information MUST be provided for the Secretary of State (S.O.S) by
each corporation or limited liability company that files a Texas Corporation
Franchise Tax Report. The information will be available for public inspection.

"SECTION A" MUST BE COMPLETE AND ACCURATE.
If preprinted information is not correct, please type or print the correct
information.     Please sign below!

o    Blacken this circle completely if there are currently no changes to the
     information preprinted in Sections A, B, and C of this report.
- --------------------------------------------------------------------------------
Corporation's principal office
   15300 CENTENNIAL DRIVE, NORTHVILLE, MI 48167
- --------------------------------------------------------------------------------
Principal place of business
   11480 HILLGUARD, DALLAS, TX 75243
- --------------------------------------------------------------------------------
SECTION A. Name, title and mailing address of each officer and director. Use
additional sheets, if necessary.

                                                              
- -----------------------------------------------------------------------------------------------------------
NAME                                               TITLE            DIRECTOR Social Security No. (Optional)
   BENTLEY, FRED                                   PRESIDENT        [ ] YES
- -----------------------------------------------------------------------------------------------------------
MAILING ADDRESS                                                                 Expiration date(mm-dd-yyyy)
   15300 CENTENNIAL DRIVE, NORTHVILLE, MI 48167
- -----------------------------------------------------------------------------------------------------------
NAME                                               TITLE            DIRECTOR Social Security No.(Optional)
   HILTZ, KENNETH A.                               V. PRESIDENT     [ ] YES
- -----------------------------------------------------------------------------------------------------------
MAILING ADDRESS                                                                 Expiration date(mm-dd-yyyy)
   15300 CENTENNIAL DRIVE, NORTHVILLE, MI 48167
- -----------------------------------------------------------------------------------------------------------
NAME                                               TITLE            DIRECTOR Social Security No. (Optional)
   SANDBERG, DENIEL M.                             V. PRESIDENT     [ ]YES
- -----------------------------------------------------------------------------------------------------------
MAILING ADDRESS                                                                 Expiration date(mm-dd-yyyy)
   15300 CENTENNIAL DRIVE, NORTHVILLE, MI 48167
- -----------------------------------------------------------------------------------------------------------
NAME                                               TITLE            DIRECTOR Social Security No. (Optional)
   FINDLING, GARY L.                               TREASURER        [ ] YES
- -----------------------------------------------------------------------------------------------------------
MAILING ADDRESS                                                                 Expiration date(mm-dd-yyyy)
   15300 CENTENNIAL DRIVE, NORTHVILLE, MI 48167
- -----------------------------------------------------------------------------------------------------------
NAME                                               TITLE            DIRECTOR Social Security No. (Optional)
   JANKOWSKI, MARK W.                              ASST. TREASURER  [ ] YES
- -----------------------------------------------------------------------------------------------------------
MAILING ADDRESS                                                                 Expiration date(mm-dd-yyyy)
   15300 CENTENNIAL DRIVE, NORTHVILLE, MI 48167
- -----------------------------------------------------------------------------------------------------------



SECTION B.  List each corporation or limited liability company, if any, in which
            this reporting corporation or limited liability company owns an
            interest of ten percent(10%) or more. Enter the information
            requested for each corporation. Use additional sheets, if necessary.

                                                                                            
- ------------------------------------------------------------------------------------------------------------------------
Name of owned (subsidiary) corporation     State of incorporation      Texas S.O.S. file number      Percentage interest

- ------------------------------------------------------------------------------------------------------------------------
Name of owned (subsidiary) corporation     State of incorporation      Texas S.O.S. file number      Percentage interest

- ------------------------------------------------------------------------------------------------------------------------



SECTION C.  List each corporation or limited liability company, if any, that
            owns an interest of ten percent (10%) or more in this reporting
            corporation or limited liability company. Enter the information
            requested for each corporation or limited liability company. Use
            additional sheets, if necessary.



- ------------------------------------------------------------------------------------------------------------------------
Name of owning (parent) corporation        State of incorporation      Texas S.O.S. file number      Percentage interest
                                                                                            
   HAYES LEMMERZ INTERNATIONAL IN                   DE                                                            100.00
- ------------------------------------------------------------------------------------------------------------------------


Registered agent and registered office currently on file. (Changes must be
filed separately with the Secretary of State)

Agent: PAUL PAGE
Office: 11480 HILLGUARD                    o  Blacken this circle if you need
        DALLAS, TX 75243                      forms to change this information.

I declare that the information in this document and any attachments is true and
correct to the best of my knowledge and belief and that a copy of this report
has been mailed to each person named in this report who is an officer or
director and who is not currently employed by this corporation or limited
liability company or a related corporation.

                                                                            
- ------------------------------------------------------------------------------------------------------------------------
Sign       Officer, director or other authorized person   Title             Date     Daytime phone(Area code and number)

here  -    /s/ [ILLEGIBLE]                                ASST. TREASURER   5/2/02   (734) 737-5130
- ------------------------------------------------------------------------------------------------------------------------





SECTION A

                       ADDITIONAL DIRECTORS AND OFFICERS



NAME/ADDRESS                   TITLE         DIRECTOR
- ------------                   -----         --------
                                       
CAULEY, PATRICK C.        ASST. SECRETARY       NO
15300 CENTENNIAL DRIVE
NORTHVILLE. MI 48167

LARRY KARENKO                                   YES
15300 CENTENNIAL DRIVE
NORTHVILLE. MI 48167



                                                                    EXHIBIT 3.42

                                     BYLAWS

                                       OF

                                CMI - TEXAS, INC.

                                    ARTICLE I

                                    OFFICES

1.01     The principal office of the Corporation in the State of Texas shall be
located in the City of El Paso, County of El Paso, Texas. The Corporation shall
have such other offices, either within or without the State of Texas, as the
Board of Directors may designate or as the business of the Corporation may
require from time to time.

                                   ARTICLE II

                              SHAREHOLDERS MEETINGS

                                PLACE OF MEETINGS

2.01.    All meetings of the Shareholders shall be held at the principal office
of the Corporation or any other place within or without the state as may be
designated for that purpose from time to time by the Board of Directors.

                             TIME OF ANNUAL MEETING

2.02.    All annual meetings of the Stockholders shall be held each year at 9:00
a.m. on the third Wednesday following the end



of the Corporation's fiscal year. If this day falls on a legal holiday, the
annual meeting shall be held at the same time on the next following business day
thereafter.

                               NOTICE OF MEETINGS

2.03.    Notices of meetings stating the place, day and hour of the meeting and
in case of a special meeting, the purpose or purposes for which the meeting is
called, shall be given in writing to each Shareholder entitled to vote at the
meeting at least ten (10) but not more than fifty (50) days before the date of
the meeting, either personally or by mail or other means of written
communication, addressed to the stockholder at his address appearing on the
books or given notice by him to the Corporation for the purpose of such notice.
Notice of adjourned meetings is not necessary unless the meeting is adjourned
for thirty (30) days or more, in which case notice of the adjourned meeting
shall be given as in the case of any special meeting.

2.04.    Special meetings of the Stockholders, for any purpose or purposes, may
be called at any time by the President or the Board of Directors, or by any one
or more Directors and shall be called by the Chairman of the Board of Directors
at the request of the holders of not less than ten percent (10%) of all the
outstanding shares of the Corporation entitled to vote at the meeting.

                                       -2-



                                     QUORUM

2.05.    A majority of the voting shares constitutes a quorum for the
transaction of business. Business may be continued after withdrawal of enough
Shareholders to leave less than a quorum.

                                  VOTING LISTS

2.06.    The officer or agent having charge of the stock transfer books for
shares of the Corporation shall make a complete list of the Shareholders
entitled to vote at each meeting of shareholders or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each. Such list shall be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any Shareholder during the
whole time of the meeting for the purposes thereof.

                                     VOTING

2.07.    Only persons in whose names shares appear on the share records of the
Corporation on the date on which notice of the meeting is mailed shall be
entitled to vote at such meeting unless some other day is fixed by the Board of
Directors for the determination of Shareholders of record. Voting for the
election of Directors shall be by voice unless any Shareholder demands a ballot
vote before the voting begins.

                                       -3-



                                      PROXY

2.08.    Every person entitled to vote or execute consents may do so either in
person or by written proxy executed in writing by the Shareholder or his duly
authorized attorney-in-fact.

                              CONSENT OF ABSENTEES

2.09.    No defect in the calling or noticing of a Shareholders' meeting will
affect the validity of any action at the meeting if a quorum was present and if
each Shareholder not present in person or by proxy signs a written waiver of
notice, consent to the holding of a meeting, or approval of the minutes, either
before or after the meeting, and such waivers, consents, or approvals are filed
with the corporate records or made a part of the minutes of the meeting.

                             ACTION WITHOUT MEETING

2.10.    Action may be taken by the Shareholders without a meeting if each
Shareholder entitled to vote signs a written consent of action, and such
consents are filed with the Secretary of the Corporation.

                             SHAREHOLDERS' DEADLOCK

2.11.    If the Shareholders are so divided that the votes necessary for action
by the Shareholders cannot be obtained with the consequence that the business
and affairs of the Corporation

                                       -4-



can no longer be conducted to the advantage of the Shareholders generally, a
provisional Shareholder or Shareholders shall be appointed to act only on the
deadlocked issue as follows: If the deadlocked Shareholders can agree on the
selection and appointment of an impartial person who is neither an employee nor
a creditor of the Corporation, such provisional Shareholder shall be appointed
and shall have all the rights and powers of a Shareholder who owns one share of
common stock of the Corporation, including the right to notice and to vote at
meetings of Shareholders. If the Shareholders cannot agree upon a single
provisional Shareholder, one provisional Shareholder shall be selected by each
side of the deadlocked shareholders, and a third provisional Shareholder shall
be selected by the first two provisional Shareholders chosen. All three
provisional Shareholders shall have all the rights and powers of a Shareholder
who owns one share of common stock of the Corporation. The decision of the
majority of the Shareholders (including the provisional Shareholder or
Shareholders, as the case may be) shall be binding on the nonprovisional
Shareholders who were deadlocked. The compensation of the provisional
Shareholder(s) is to be agreed to in advance, prior to assuming the position(s)
of provisional Shareholder(s), by the provisional Shareholder(s) and the
deadlocked Shareholders.

                                       -5-



                                 ARTICLE THREE

                                   DIRECTORS

                                     POWERS

3.01.    The Directors shall act only as a board. All corporate powers of the
Corporation shall be exercised by, or under the authority of, and the business
and affairs of the Corporation shall be controlled by the Board of Directors,
subject, however, to such limitations as are imposed by law, the Articles of
Incorporation or these Bylaws, as to actions to be authorized or approved by the
Shareholders. The Board of Directors may, by contract or otherwise, given
general, or limited, or special power and authority to the officers and
employees of the Corporation to transact the general business, or any special
business, of the Corporation and may give powers of attorney to agents of the
Corporation to transact any special business requiring such authorization.

                      NUMBER AND QUALIFICATION OF DIRECTORS

3.02.    The authorized number of Directors of the Corporation shall be not less
than one nor more than five. The Directors need not be Shareholders of the
Corporation or residents of Texas. Subject to foregoing, the actual number of
Directors holding office at any one time shall be determined by resolution of
the Board of Directors. No decrease in the number of

                                       -6-



Directors shall have the effect of shortening the term of any incumbent
Director.

                           ELECTION AND TERM OF OFFICE

3.03.    Directors shall be elected annually by the Shareholders entitled to
vote and shall hold office until their respective successors are elected or
until their death, resignation, or removal.

                                    VACANCIES

3.04.    Vacancies in the Board of Directors not caused by an increase in the
number of Directors may be filled by majority of the remaining Directors, though
less than a quorum or by a sole remaining Director. Any vacant directorship to
be filled by reason of an increase in the number of Directors shall be filled by
election at an annual meeting or at a special meeting of Shareholders called for
that purpose. The Shareholders may elect a Director at any time to fill any
vacancy not filled by the Directors.

                              REMOVAL OF DIRECTORS

3.05.    The entire Board of Directors or any individual Director may be removed
from office with or without cause by vote of the holders of the majority of the
shares entitled to vote for Directors, at any regular or special meeting of such
shareholders.

                                       -7-



                                PLACE OF MEETINGS

3.06.    All meetings of the Board of Directors shall be held at the principal
office of the Corporation or at such place within or without the state as may be
designated from time to time by resolution of the Board or by written consent of
all the members of the Board.

                                REGULAR MEETINGS

3.07.    Regular meetings of the Board of Directors shall be held without call
or notice immediately following each annual meeting of the Shareholders of this
Corporation and at such other times as the Directors may determine.

                        SPECIAL MEETINGS-CALL AND NOTICE

3.08.    Special meetings of the Board of Directors for any purpose shall be
called at any time by the Chairman of the Board of Directors, or if he is absent
or unable or refuses to act, by the President, any Vice President or any two
Directors. Written notices of the special meetings stating the time and, in
general terms the purpose or purposes thereof, shall be mailed or telegraphed
or personally delivered to each Director not later than the day before the day
appointed for the meeting.

                                     QUORUM

3.09.    A majority of the authorized number of Directors shall be necessary to
constitute a quorum for the transaction of

                                       -8-



business except to adjourn as hereinafter provided. Every act or decision done
or made by a majority of the Directors present shall be regarded as the act of
the Board of Directors unless a greater number be required by law or by the
Articles of Incorporation.

                          BOARD ACTION WITHOUT MEETING

3.10.    Any action required or permitted to be taken by the Board of Directors
may be taken without a meeting and with the same force and effect as unanimous
vote of Directors, if all members of the Board shall individually or
collectively consent in writing to such action.

                            ADJOURNMENT-NOTICE

3.11.    A quorum of the Directors may adjourn any Directors' meeting to meet
again at a stated day and hour. Notice of the time and place of holding an
adjourned meeting shall not be given to absent Directors if the time and place
is fixed at the meeting adjourned. In the absence of a quorum, a majority of the
Directors present at any Directors' meeting, either regular or special, may
adjourn from time to time until the time fixed for the next regular meeting of
the Board.

                               CONDUCT OF MEETINGS

3.12.    The President or, in his absence, any Director selected by the
Directors present shall preside at the meetings of the

                                       -9-



Board of Directors. The Secretary of the Corporation, or, in his absence, any
person appointed by the presiding officer, shall act as Secretary of the Board
of Directors.

                                  COMPENSATION

3.13.    Directors and members of committees may receive such compensation, if
any, for their services and such reimbursement for expenses as may be fixed or
determined by resolution of the Board.

                               DIRECTORS' DEADLOCK

3.14.    If the Directors are so divided respecting the management of the
Corporation's business and affairs that the votes required for action by the
Board of Directors cannot be obtained with the consequence that the business and
affairs of the Corporation can no longer be conducted to the advantage of the
Shareholders generally, a provisional Director or Directors shall be appointed
to act only on the deadlocked issue as follows: If the deadlocked Directors can
agree on the selection and appointment of an impartial person who is not an
employee, Shareholder or a creditor of the Corporation such provisional Director
shall be appointed and shall have all of the rights and powers of a duly elected
Director of the Corporation including the right to notice of and to vote at
meetings of Directors. If the Directors cannot agree upon a single provisional
Director,

                                      -10-



one provisional Director shall be selected by each side of the deadlocked
Directors, and a third provisional Director shall be selected by the first two
provisional Directors chosen. All three of the provisional Directors as provided
for herein shall have all of the rights and powers of a duly elected Director of
the Corporation. The decision of the majority of the Directors (including the
provisional Director or Directors, as the case may be) shall be binding on the
non-provisional Directors who were deadlocked. The compensation of the
provisional Director(s) is to be agreed to in advance, prior to assuming the
position(s) of provisional Director(s), by the provisional Director(s) and the
deadlocked Directors.

                                  ARTICLE FOUR

                                    OFFICERS

                             TITLE AND APPOINTMENT

4.01.    The officers of the Corporation shall be a President, a Secretary, a
Treasurer, and such Vice-President, assistants and other officers as the Board
of Directors shall from time to time determine. All officers shall be elected by
and hold office at the pleasure of the Board of Directors which shall fix the
compensation and tenure of all officers.

                                      -11-


                                    PRESIDENT

4.02.    The President shall be the principal executive officer of the
Corporation and, subject to the control of the Board of Directors, shall in
general supervise and control all of the business and affairs of the
Corporation. The President shall preside at all meetings of the Shareholders and
of the Board of Directors. He may sign, with the Secretary or any other proper
officer of the Corporation authorized by the Board of Directors, certificates
for shares of the Corporation, any deeds, mortgages, bonds, contracts or other
instruments which the Board of Directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated by
the Board of Directors or by these Bylaws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed or executed; and
in general shall perform all duties incident to the office of President and such
other duties as may be prescribed by the Board of Directors from time to time.

                                     SECRETARY

4.03.    The Secretary shall: (a) keep the minutes of the proceedings of the
Shareholders and of the Board of Directors in one or more books provided for
that purpose; (b) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c) be custodian of the

                                      -12-



corporate records and of the seal of the Corporation and see that the seal of
the Corporation is affixed to all documents the execution of which on behalf of
the Corporation under its seal is duly authorized; (d) keep a register of the
postoffice address of each Shareholder which shall be furnished to the Secretary
by such Shareholder; (e) sign with the President, certificates for shares of the
Corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors; (f) have general charge of the stock transfer books of
the Corporation; and (g) in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the President or by the Board of Directors.

                                    TREASURER

4.04.    The Treasurer shall: (a) have charge and custody of and be responsible
for all funds and securities of the Corporation; (b) receive and give receipts
for moneys due and payable to the Corporation from any source whatsoever, and
deposit all such moneys in the name of the Corporation in such banks, trust
companies or other depositaries as shall be selected in accordance with the
provisions of Artice V of these Bylaws; and (c) in general perform all of the
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned to him by the President or by the Board of

                                      -13-



Directors. If required by the Board of Directors, the Treasurer shall give a
bond for the faithful discharge of his duties in such sum determine.

                          SECRETARY AND VICE PRESIDENTS

4.05.    In the absence or disablity of the President the Secretary shall
perform all the duties of the President, and when so acting shall have the
powers of, and be subject to all the restrictions on, the President. If so
chosen by the Board of Directors, the Vice Presidents shall have such powers and
perform such duties as from time to time may be prescribed for them respectively
by the Board of Directors or the Bylaws.

                                  ARTICLE FIVE

                            EXECUTION OF INSTRUMENTS

                                   SIGNATORIES

5.01.    The Board of Directors may, in its discretion, determine the method and
designate the signatory officer or officers or other person or persons to
execute any Corporation instrument or to sign the corporate name without
limitation except where otherwise provided by law and such execution or
signature shall be binding upon the Corporation.

                                      -14-



                                      LOANS

5.02.    No loans shall be contracted on behalf of the Corporation and no
evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be general or confined
to specific instances.

                                   ARTICLE SIX

                        ISSUANCE AND TRANSFER OF SHARES

                     CERTIFICATES FOR PAID AND UNPAID SHARES

6.01.    Certificates for shares of the Corporation shall be issued only when
fully paid.

                               SHARE CERTIFICATES

6.02.    The Corporation shall deliver certificates representing all shares to
which Shareholders are entitled which certificates shall be in such form and
device as the Board of Directors may provide. Each certificate shall bear upon
its face the statement that the Corporation is organized in Texas, the name in
which it is issued, the number and series, and the par value. The certificates
shall be signed by the President and the Secretary or an Assistant Secretary,
which signatures may be in facsimile if the certificates are to be countersigned
by a transfer agent or registered by registrar, and the seal of the Corporation

                                      -15-



shall be affixed thereto. The certificates shall contain on the faces or backs
such recitiations or references as are required by law.

                           REPLACEMENT OF CERTIFICATES

6.03.    No new certificates shall be issued until the former certificate for
the shares represented thereby shall have been surrendered and cancelled except
in the case of lost or destroyed certificates for which the Board of Directors
may order new certificates to be issued upon such terms, conditions, and
guarantees as the Board may see fit to impose, including the filing of
sufficient indemnity.

                               TRANSFER OF SHARES

6.04.    Shares of the Corporation may be transferred by endorsement, by the
signature of the owner, his agent, attorney, or legal representative and the
delivery of the certificate. The transferee in any transfer of shares shall be
deemed to have full notice of and to consent to the Bylaws of the Corporation to
the same extent as if he had signed a written assent thereto.

                                  ARTICLE SEVEN

                              RECORDS AND REPORTS

                         INSPECTION OF BOOKS AND RECORDS

7.01.    All books and records provided for by statute shall be open to
inspection of the Shareholders from time to time and to

                                      -16-



the extent expressly provided by statute or these Bylaws, and not otherwise. The
Directors may examine such books and records at all reasonable times.

                          CLOSING STOCK TRANSFER BOOKS

7.02.    The Board of Directors, in their discretion, may close the transfer
books for a period not exceeding 50 days preceding any meeting, annual or
special, of the Shareholders or the day appointed for the payment of a dividend.

                                   FISCAL YEAR

7.03.    The fiscal year of the Corporation shall be designated by resolution of
the Board of Directors.

                                  ARTICLE EIGHT

                              AMENDMENT OF BYLAWS

8.01.    The power to alter, amend, or repeal these Bylaws is vested in the
Directors, subject to repeal or change by action of the Shareholders.

                                  ARTICLE NINE

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

9.01.    Each Director or officer of the Corporation, each former Director or
officer, and any person who serves or has served at

                                      -17-



the request of the Corporation as a Director or officer of another corporation
in which the Corporation owned shares of the capital stock or of which it was a
creditor, shall be indemnified by the Corporation against any costs and expenses
which may be imposed upon or actually and necessarily incurred by him (and for
which he is not otherwise reimbursed), including the amount of any judgments or
fines, in connection with the defense of any action, suit or proceeding whether
criminal or civil, in which he may be named as a party by reason of his being or
having been such Director or officer, or by reason of any action alleged to have
been taken or omitted by him in either such capacity; provided, however, that
the Corporation shall not indemnify any such person against any costs or
expenses imposed upon or incurred by him in relation to matters as to which he
shall be finally adjudged to be liable for negligence or misconduct in the
performance of duty. In the event of a settlement of any such action, suit or
proceeding prior to final adjudication, or in the event of a settlement of any
claim made against any such person by reason of his being or having been such
Director or officer, such person shall be indemnified against any costs and
expenses actually incurred by him, including any amount paid to effect such
settlement, if the Corporation is advised by independent counsel selected or
approved by its Board of Directors that he acted without negligence or
misconduct in the performance of duty and that

                                      -18-



such costs and expenses are not unreasonable. In the event of a criminal action,
suit or proceeding, a conviction or judgment (whether based on a plea of guilty
or nolo contendere or its equivalent, or after trial) shall not be deemed an
adjudication that such person is liable for negligence or misconduct in the
performance of duty if he acted in good faith in what he considered to be the
best interests of the Corporation or such other corporation and with no
reasonable cause to believe that the action was illegal.

9.02.    The right of indemnification in this Article provided shall inure to
each person referred to in the first paragraph of this Article whether or not he
is such Director or officer at the time such costs or expenses are imposed or
incurred, and whether or not the claim asserted against him is based on matters
which antedate the adoption of these Bylaws; and in the event of his death or
incapacity shall extend to his legal representatives. Each person who shall act
as a Director or officer of the Corporation, or of any such other corporation at
the request of the Corporation, shall be deemed to be doing so in reliance upon
such right of indemnification; and such right shall not be exclusive of any
other right which he may have.

                                      -19-



                           SIGNATURES AND ATTESTATION

         The undersigned hereby certifies that the Bylaws were adopted by the
Board of Directors as of the 9th day of June, 1986.

                                             /s/ W. Frank Suit
                                             -----------------------------------
                                             W. Frank Suit, Secretary

                                      -20-



                                     BY-LAWS

                                       OF

                    RELIABLE TRANSPORTATION COMPONENTS, INC.

                                   ARTICLE I.

                                    OFFICES

         SECTION 1. The Registered Office of the corporation shall be at 2650
Royal Lane, Suite 208, Dallas County, Texas, and the name of the Registered
Agent of the corporation at such address is John C. Arneson.

         SECTION 2. The corporation may also have offices at such other places
both within and without the State of Texas as the Board of Directors may from
time to time determine or the business of the corporation may require.

                                   ARTICLE II.

                             MEETING OF SHAREHOLDERS

         SECTION 1. All meetings of the shareholders for the election of
Directors shall be held at the office of the corporation in Dallas, Texas.
Meetings of shareholders for any other purpose may be held at such time and
place, within or without the State of Texas, as shall be stated in the notice of
the meeting or in a duly executed waiver of notice thereof.

         SECTION 2. An annual meeting of the shareholders commencing with the
year 1987 shall be held on the 2nd Tuesday in January of each year if not a
legal holiday and if a legal holiday, then on the next secular day following, at
10:00 o'clock A.M., at which they shall elect a Board of Directors and transact
such other business as may be properly brought before the meeting.

         SECTION 3. At least ten days before each meeting of shareholders, a
complete list of the shareholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the


registered office of the corporation and shall be subject to inspection by any
shareholder at any time during usual business hours. Such list shall be produced
and kept open at the time and place of the meeting during the whole time thereof
and shall be subject to the inspection of any shareholder who may be present.

         SECTION 4. Special meetings of the shareholders for any purpose or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, or by these By-laws, may be called by the President, the Board of
Directors or the holders of not less than one-tenth of all the shares entitled
to vote at the meetings. Business transacted at all special meetings shall be
confined to the objects stated in the notice of the meeting.

         SECTION 5. Written or printed notice stating the place, day and hour of
the meeting and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten nor more than
fifty days before the date of the meeting, either personally or by mail, by or
at the direction of the President, the Secretary or the officer or person
calling the meeting, to each shareholder of record entitled to vote at the
meeting.

         SECTION 6. The holders of a majority of the shares issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
shareholders for the transaction of business except as otherwise provided by
statute, by the Articles of Incorporation or by these By-laws. If, however, such
quorum shall not be present or represented at any meeting of the shareholders,
the shareholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been transacted at
the meeting as originally notified.

         SECTION 7. When a quorum is present at any meeting, the vote of the
holders of a majority of the shares having voting power present in person or

                                       2


represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the Articles of Incorporation or of these By-laws, a different vote is required,
in which case such express provision shall govern and control the decision of
such question. The shareholders present at a duly organized meeting may continue
to transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.

         SECTION 8. Each outstanding share, regardless of class, shall be
entitled to one vote on each matter submitted to a vote at a meeting of the
shareholders, except to the extent that the voting rights of the shareholders of
any class or classes are limited or denied by the Articles of Incorporation.

                                  ARTICLE III.

                                   DIRECTORS

         SECTION 1. The business and affairs of the corporation shall be managed
by its Board of Directors who may exercise all such powers of the corporation
and do all such lawful acts and things as are not by statute or by the Articles
of Incorporation or by these By-laws directed or required to be exercised or
done by the shareholders.

         SECTION 2. The Board of Directors shall consist of two Directors, who
need not be a shareholder or a resident of the State of Texas. The Directors
shall be elected at the annual meeting of the shareholders, except as
hereinafter provided, and each Director elected shall hold office until his
successor shall be elected and shall qualify.

         SECTION 3. Any Director may be removed either for or without cause, at
any special meeting of shareholders by the affirmative vote of a majority in
number of shares of the shareholders present in person or by proxy at such
meeting and entitled to vote for the election of such Director, if notice of the
intention to act upon such matter shall have been given in the notice calling
such meeting. If any vacancies occur in the Board of Directors whether by death,
resignation, retirement, disqualification or removal from office or otherwise, a
majority of the Directors then in office, though less than a quorum, may choose
a

                                       3


successor or successors, or a successor or successors may be chosen at a special
meeting of shareholders called for that purpose; and each successor Director so
chosen shall be elected for the unexpired term of his predecessor in office. Any
directorship to be filled by reason of an increase in the number of Directors
shall be filled by election at an annual meeting of the shareholders or at a
special meeting of shareholders for that purpose.

                       MEETINGS OF THE BOARD OF DIRECTORS

         SECTION 4. The Directors of the corporation may hold their meetings,
both regular and special, either within or without the State of Texas.

         SECTION 5. The first meeting of each newly elected Board shall be held
without further notice immediately following the annual meeting of shareholders,
and at the same place, unless by unanimous consent of the Directors then elected
and serving such time or place shall be changed.

         SECTION 6. Regular meetings of the Board of Directors may be held
without notice at such time and place as shall from time to time be determined
by the Board.

         SECTION 7. Special meetings of the Board of Directors may be called by
the President on three days' notice to each Director, either personally or by
mail, or by telegram, or such special meetings may be called by the President or
Secretary in like manner and on like notice on the written request of the
Director. The business to be transacted at, or the purpose of, any special
meeting need be specified in a notice or waiver of notice except where expressly
provided by statute, the Articles of Incorporation or by these By-laws. By
appropriate Waiver of Notice, Directors may hold special meetings on the date of
execution of such Waiver.

         SECTION 8. At all meetings of the Board of Directors the presence of a
majority of the Directors shall be necessary and sufficient to constitute a
quorum for the transaction of business and the act of a majority of the
Directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as may be otherwise specifically provided by
statute or by the Articles of Incorporation

                                       4


or by these By-laws. If a quorum is not present at any meeting of the Directors,
the Directors present thereat may adjourn the meeting from time to time, without
notice other than an announcement at the meeting, until a quorum shall be
present.

                            COMPENSATION OF DIRECTORS

         SECTION 9. Directors, as such, shall not receive any stated salary for
their services, but by resolution of the Board a fixed sum and expenses of
attendance, if any, may be allowed for attendance at any regular or special
meeting of the Board; provided that nothing herein contained shall be construed
to preclude any Director from serving the corporation in any other capacity and
receiving compensation therefor.

                                   ARTICLE IV.

                                     NOTICES

         SECTION 1. Whenever under the provisions of the statutes, or of the
Articles of Incorporation or of these By-laws, notice is required to be given to
any Director or shareholder, and no provision is made as to how such notice
shall be given, it shall be construed to mean personal notice, but any such
notice may be given in. writing, by mail, postage prepaid, addressed to such
Director or shareholders at such address as appears on the books of the
corporation. Any notice required or permitted to be given by mail shall be
deemed to be given at the time when the same shall be thus deposited in the
United States mail as aforesaid.

         SECTION 2. A waiver in writing signed by the persons or person entitled
to receive a notice, whether before or after the time stated in such notice,
shall be deemed equivalent to the giving of such notice.

                                   ARTICLE V.

                                    OFFICERS

         SECTION 1. The officers of the corporation shall be elected by the
Directors and shall be a President, a Vice President, a Treasurer and a
Secretary. The Board of Directors may also choose additional Vice Presidents and
one or more Assistant Secretaries and Assistant Treasurers. Any two or more
offices may be held by the same person, except that the offices of President and
Secretary shall not be held by the same person.

                                       5


         SECTION 2. The Board of Directors at its first meeting after each
annual meeting of the shareholders shall choose a President from its members,
and shall choose one or more Vice Presidents, a Secretary and a Treasurer, none
of whom need be a member of the Board.

         SECTION 3. The Board of Directors may appoint such other officers and
agents as shall be deemed necessary, who shall be appointed for such terms and
shall exercise such powers and perform such duties as shall be determined from
time to time by the Board.

         SECTION 4. The salaries of all officers and agents of the corporation
shall be fixed by resolution of the Board of Directors.

         SECTION 5. Each officer of the corporation shall hold office until his
successor is chosen and qualified or until his death or until his resignation or
removal from office. An officer or agent elected or appointed by the Board of
Directors may be removed at any time by the affirmative vote of the majority of
the whole Board of Directors. If the office of any officer becomes vacant for
any reason, the vacancy may be filled by the Board of Directors.

                                  THE PRESIDENT

         SECTION 6. The President shall be chief executive officer of the
corporation; he shall preside at all meetings of the shareholders and shall have
general and active management of the business and affairs of the corporation,
shall see that all orders and resolutions of the Board are carried into effect,
and shall perform such other duties as the Board of Directors shall prescribe.

                               THE VICE PRESIDENT

         SECTION 7. Each Vice President shall have such powers and perform such
duties as the Board of Directors may from time to time prescribe or as the
President may from time to time delegate to him.

                       SECRETARY AND ASSISTANT SECRETARIES

         SECTION 8. The Secretary shall attend all sessions of the Board of
Directors and all meetings of the shareholders and record all votes and the
minutes of all proceedings in a book to be kept for that

                                       6


purpose. He shall give, or cause to be given, notice of all meetings of the
shareholders and special meetings of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors or President,
under whose supervision he shall be. He shall keep in safe custody the seal of
the corporation, and when authorized by the Board, affix the same to any
instrument requiring it, and when so affixed, it shall be attested by his
signature or by the signature of the Treasurer or Assistant Secretary.

         SECTION 9. Each Assistant Secretary shall have such powers and perform
such duties as the Board of Directors may from time to time prescribe or as the
President from time to time may delegate to him.

                       TREASURER AND ASSISTANT TREASURERS

         SECTION 10. The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate account of receipts and
disbursements of the corporation and shall deposit all monies and other valuable
effects in the name and to the credit of the corporation and in such
depositories as may be designated by the Board of Directors.

         SECTION 11. He shall disburse the funds of the corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and Directors, at the regular
meetings of the Board, or whenever they may require it, an account of all his
transactions as Treasurer and of the financial condition of the corporation, and
shall perform such other duties as the Board of Directors may prescribe.

         SECTION 12. The Treasurer shall give the corporation a bond in such
form, in such sum, and with such surety or sureties as shall be satisfactory to
the Board for the faithful performance of the duties of his office and for the
restoration to the corporation, in case of his death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and other property
of whatever kind in his possession or under his control belonging to the
corporation, if so required by the Board of Directors.

         SECTION 13. Each Assistant Treasurer shall have such powers and perform
such duties as the Board of Directors may from time to time prescribe.

                                       7


                                   ARTICLE VI.

                        CERTIFICATES REPRESENTING SHARES

         SECTION 1. Certificates in such form as may be determined by the Board
of Directors shall be delivered representing all shares to which shareholders
are entitled. Such certificates shall be consecutively numbered and shall be
entered in the books of the corporation as they are issued. Each certificate
shall state on the face thereof the holder's name, the number and class of
shares, and the par value of such shares, or a statement that such shares are
without par value. They shall be signed by the President or Vice President and
the Secretary or an Assistant Secretary and may be sealed with the seal of the
corporation or a facsimile thereof.

                                LOST CERTIFICATES

         SECTION 2. The Board of Directors may direct a new certificate
representing shares to be issued in place of any certificate theretofore issued
by the corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate to be lost or
destroyed. When authorizing such issue the Board of Directors in its discretion
may as a condition precedent require that the owner of such lost or destroyed
certificate give the corporation a bond in such form, in such money and with
such surety or sureties as it may direct as indemnity against any claim that may
be made against the corporation with respect to the certificate alleged to have
been lost or destroyed.

                               TRANSFER OF SHARES

         SECTION 3. Shares of stock shall be transferable only on the books of
the corporation by the holder thereof in person or by his duly authorized
attorney.

                             REGISTERED SHAREHOLDERS

         SECTION 4. The corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such shares or share on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
law.

                                       8


                                  ARTICLE VII.

                               GENERAL PROVISIONS

                                    DIVIDENDS

         SECTION 1. Dividends upon the outstanding shares of the corporation,
subject to the provisions of the Articles of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting. Dividends
may be paid in cash, property or in shares of the corporation, subject to the
provisions of the statutes and the Articles of Incorporation.

                                     CHECKS

         SECTION 2. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

                                   FISCAL YEAR

         SECTION 3. The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.

                                      SEAL

         SECTION 4. The corporate seal shall have inscribed thereon the name of
the corporation and the year of its organization.

                                  ARTICLE VIII.

                                   AMENDMENTS

         SECTION 1. These By-laws may be altered, amended or repealed at any
meeting of the shareholders at which a quorum is present or represented by the
affirmative vote of the holders of a majority of the shares present or
represented at such meeting and entitled to vote thereat, provided notice of the
proposed alteration, amendment or repeal be contained in the notice of such
meeting.

         ADOPTED by the Board of Directors of the corporation this 4th day of
February 1986.

                                        /s/ William Spoliansky
                                        ---------------------------
                                        William Spoliansky
                                        Secretary

                                       9


                                                                    EXHIBIT 3.43
- -------------------------------------------------------------------------------
      MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU
- -------------------------------------------------------------------------------
(FOR BUREAU USE ONLY)                                          Date Received
                                                                 JUN 24 1986
                                      FILED

                                   JUL 7 1986

                                  Administrator
                           MICHIGAN DEPT. OF COMMERCE
                       Corporation & Securities Bureau

                       RESTATED ARTICLES OF INCORPORATION
                    FOR USE BY DOMESTIC PROFIT CORPORATIONS
         (Please read Instructions on last page before completing form)

     Pursuant to the provisions of Act 284, Public Acts of 1972, as amended, the
undersigned corporation executes the following Articles:

1.   The present name of the corporation is:

                                               CMI International, Inc.

2    The corporation identification number (CID)
     assigned by the Bureau is:                                    0 4 5 - 1 5 5

3.   All former names of the corporation are:
                                              Cast Metal Industries, Inc.

4.   The data of filing the original Articles of Incorporation was:
     December 28, 1960

     The following Restated Articles of Incorporation supersede the Articles of
     Incorporation as amended and shall be the Articles of Incorporation for the
     corporation:

ARTICLE I

The name of the corporation is:

                            CMI International, Inc.

ARTICLE II

The purpose or purposes for which the corporation is organized are:

     to engage in any activity within the purposes for which corporations may be
     organized under the Business Corporation Act of Michigan, including but not
     limited to, the manufacture and sale of metal components.

GOLD SEAL APPEARS ONLY ON ORIGINAL



ARTICLE III

The total authorized capital stock is:

     Common shares 5,000,000                     Par Value Per Share $ .10
1.
     Preferred shares___________________________ Par Value Per Share $__________

and/or shares without par value as follows:

     Common shares__________________________  Stated Value Per Share $__________
2.
     Preferred shares_______________________  Stated Value Per Share $__________

3.   A statement of all or any of the relative rights, preferences and
     limitations of the shares of each class is as follows:

     Shareholders shall have no preemptive rights to subscribe for additional
     shares.

ARTICLE IV

1.   The address of the current registered office is:

     28240 Grand River               Farmington    ,  Michigan      48024
     ----------------------------------------------             -------------
      (Street Address)                  (City)                   (Zip Code)

2.   The mailing address of the current registered office if different than
     above:

                                                      ,  Michigan
      ------------------------------------------------              ------------
      (P.O. Box)                        (City)                        (Zip Code)

3.   The name of the current resident agent is:     Ray H. Witt

ARTICLE V (OPTIONAL. DELETE IF NOT APPLICABLE.)

When a compromise or arrangement or a plan of reorganization of this corporation
is proposed between this corporation and its creditors or any class of them or
between this corporation and its shareholders or any class of them, a court of
equity jurisdiction within the state, on application of this corporation or of a
creditor or shareholder thereof, or on application of a receiver appointed for
the corporation, may order a meeting of the creditors or class of creditors or
of the shareholders or class of shareholder to be affected by the proposed
compromise or arrangement of reorganization, to be summoned in such manner as
the court directs. If a majority in number representing 3/4 in value of the
creditors or class of creditors, or of the shareholders or class of shareholders
to be affected by the proposed compromise or arrangement or a reorganization,
agree to a compromise or arrangement or a reorganization of this corporation as
a consequence of the compromise or arrangement, the compromise or arrangement
and the reorganization, if sanctioned by the court to which the application has
been made, shall be binding on all the creditors or class of creditors, or on
all the shareholders or class or shareholders and also on this corporation.

GOLD SEAL APPEARS ONLY ON ORIGINAL


ARTICLE VI (OPTIONAL, DELETE IF NOT APPLICABLE.)

Any action required or permitted by the act to be taken at an annual or special
meeting of shareholders may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken, is
signed by the holdes of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote thereon were present and voted.

     Prompt  notice of the taking of the corporate  action  without a meeting by
less than unanimous  written consent shall be given to shareholders who have not
consented in writing.

ARTICLE VII (ADDITIONAL PROVISIONS, IF ANY, MAY BE INSERTED HERE; ATTACH
ADDITIONAL PAGES IF NEEDED.)

5.   These Restated Articles of Incorporation were duly adopted on the 13 day of
     June, 1986, in accordance with the provisions of Section 642 of the Act.

     These Restated Articles of Incorporation (Complete and execute either a or
     b below, but not both.)

a.   [ ] were duly adopted by the unanimous consent of the incorporators before
         the first meeting of the Board of Directors.

     Signed this__________ day of ____________________________________, 19______
     ___________________________________________________________________________
     ___________________________________________________________________________

     (Signatures of all incorporators; type or print name under each signature)

b.   (CHECK ONE OF THE FOLLOWING)

     [ ]  were duly adopted by the Board of Directors without a vote of the
          shareholders. These Restated Articles of Incorporation only restate
          and integrate and do not further amend the provisions of the Articles
          of Incorporation as heretofore amended and there is no material
          discrepancy between those provisions and the provisions of these
          Restated Articles.

     [X]  were duly adopted by the shareholders. The necessary number of shares
          as required by statute were voted in favor of these Restated Articles.

     [ ]  were duly adopted by the written consent of the shareholders having
          not less than the minimum number of votes required by statute in
          accordance with Section 407(1) and (2) of the Act. Written notice to
          shareholders who have not consented in writing has been given. (Note:
          Written consent by less than all of the shareholders is permitted only
          if such provision appears in the Articles of Incorporation.)

     [ ]  were duly adopted by the written consent of all the shareholders
          entitled to vote in accordance with Section 407(3) of the Act.

                                                Signed this 13 day of June, 1986

                                                 By /s/ Ray H. Witt
                                                    ---------------------------
                                                        (Signature)

                                                    Ray H. Witt, President
                                                 ------------------------------
                                                 (Type or Print Name and Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL



[ILLEGIBLE]
DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS
INDICATED IN THE BOX BELOW. Include Name, street and number
(or P.O. box), city, state and ZIP code.

         David L. Tennent                                 Telephone:
         801 W. Big Beaver, #500                           Area Code 313
         Troy, MI 48084                                    Number 362-1300

                          INFORMATION AND INSTRUCTIONS

1.   Submit one original copy of this document. Upon filing, a microfilm copy
     will be prepared for the records of the Corporation and Securities Bureau.
     The original copy will be returned to the address appearing in the box
     above as evidence of filing.

     Since this document must be microfilmed, it is important that the filing be
     legible. Documents with poor black and white contrast, or otherwise
     illegible, will be rejected.

2.   This document is to be used pursuant to sections 641 through 643 of the Act
     for the purpose of restating the articles of incorporation of a domestic
     profit corporation. Restated articles of incorporation are an integration
     into a single instrument of the current provisions of the corportion's
     articles of incorporation, along with any desired amendments to those
     articles.

3.   Restated articles of incorporation which do not amend the articles of
     incorporation may be adopted by the board of directors without a vote of
     the shareholders. Restated articles of Incorporation which amend the
     articles of incorporation require adoption by the shareholders. Restated
     articles of incorporation submitted before the first meeting of the board
     of directors require adoption by all of the incorporators.

4.   Item 2 -- Enter the identification number previously assigned by the
     Bureau. If this number is unknown, leave it blank.

5.   The duration of the corporation should be stated in the restated articles
     of incorporation only if it is not perpetual.

6.   This document is effective on the date approved and filed by the Bureau. A
     later effective date, no more than 90 days after the date of delivery, may
     be stated.

7.   If the restated articles are adopted before the first meeting of the board
     of directors, this document must be signed in ink by all of the
     incorporators. If the restated articles merely restate and integrate the
     articles, but do not amend, this document must be signed in ink by an
     authrorized officer or agent of the corporation. If the restated articles
     amend the articles of incorporation, this document must be signed in ink by
     the president, vice-president, chairperson, or vice-chairperson.

8    FEES: Filing fee (Make remittance payable to State of Michigan)...........
     ........$10.00 Franchise fee (payable only if authorized capital stock has
     increased) -- 1/2 mill (.0005) on each dollar of increase over highest
     previous authorized capital stock.

9.   Mail form and fee to:
       Michigan Department of Commerce
       Corporation and Securities Bureau
       Corporation Division
       P.O. Box 30054
       Lansing. MI 48909
       Telephone: (517) 373-0493

GOLD SEAL APPEARS ONLY ON ORIGINAL



[ILLEGIBLE]                                     873D#3337  0608  DRG&FI  $10.00
- -------------------------------------------------------------------------------
     MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU
- -------------------------------------------------------------------------------
(FOR BUREAU USE ONLY)                                           Date Received
                                                                   JUN 8 1987
                                     FILED

                                  JUN 22 1987

                                 Administrator
                        MICHIGAN DEPARTMENT OF COMMERCE
                        Corporation & Securities Bureau

                                    RESTATED
           CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
                        FOR USE BY DOMESTIC CORPORATIONS

  (Please read instructions and Paperwork Reduction Act notice on last page)

     Pursuant to the provisions of Act 284, Public Acts of 1972, as amended
(profit corporations), or Act 162, Public Acts of 1982, as amended (nonprofit
corporations), the undersigned corporation executes the following Certificate:

1.   The present name of the corporation is: CMI INTERNATIONAL, INC.

2.   The corporation identification number (CID) assigned by
     the Bureau is: 0 4 5 - 1 5 5

3.   The location of its registered office is:

     28240 Grand River            Farmington                       48024
    ----------------------------------------------,  Michigan ------------------
     (Street Address)               (City)                       (ZIP code)

4.   Article VII of the Restated Articles of Incorporation is hereby amended to
     read as follows:

     A director of the Corporation shall not be personally liable to the
     Corporation or its shareholders for monetary damages for a breach of the
     director's fiduciary duty. However, this provision does not eliminate or
     limit the liability of a director for any of the following reasons:

          (i)  A breach of the director's duty of loyalty to the Corporation or
          its shareholders.

          (ii) Acts or omissions not in good faith or that involve intentional
          misconduct or knowing violation of the law.

          (iii) A violation of Section 551(1) of the Michigan Business
          Corporation Act.

          (iv) A transaction from which the director derived an improper
          personal benefit.

          (v)  An act or omission occurring before the filing of this
          Certificate of Amendment.

GOLD SEAL APPEARS ONLY ON ORIGINAL



5.   COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT
     OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS
     OR TRUSTEES: OTHERWISE, COMPLETE SECTION (b)

a. [ ] The foregoing amendment to the Articles of Incorporation was duly
       adopted on the______ day of______, 19___ in accordance with the
     provisions of the Act by the unanimous consent of the incorporator(s)
     before the first meeting of the board of directors or trustees.
     Signed this_____ day of_________________________________________, 19_______

       _________________________________      __________________________________

       _________________________________      __________________________________

       _________________________________      __________________________________

       _________________________________      __________________________________

   (Signatures of all incorporators: type or print name under each signature)

b. [X] The foregoing amendment to the Articles of Incorporation was duly
       adopted on the 20th day of, May, 1987. The amendment: (check one of the
       following)

       [X]    was duly adopted in accordance with Section 611(2) of the Act by
              the vote of the shareholders if a profit corporation, or by the
              vote of the shareholders or members if a nonprofit corporation, or
              by the vote of the directors if a nonprofit corporation organized
              on a nonstock directorship basis. The necessary votes were cast
              in favor of this amendment.

       [ ]    was duly adopted by the written consent of all the directors
              pursuant to Section 525 of the Act and the corporation is a
              nonprofit corporation organized on a nonstock directorship basis.

       [ ]    was duly adopted by the written consent of the shareholders or
              members having not less than the minimum number of votes required
              by statute in accordance with Section 407(1) and (2) of the Act.
              Written notice to shareholders or members who have not consented
              in writing has been given. (Note: Written consent by less than all
              of the shareholders or members is permitted only if such provision
              appears in the Articles of Incorporation.)

       [ ]    was duly adopted by the written consent of all the shareholders or
              members entitled to vote in accordance with Section 407(3) of the
              Act.

                                    Signed this 20th day of May, 1987

                                    By /s/ RICHARD A. NAWROCKI
                                       -----------------------------------------
                                                      (Signature)

                                    RICHARD A. NAWROCKI   Vice President-Finance
                                  ----------------------------------------------
                                    (Type of Print Name)   (Type or Print Title)



C&6-515 (REV. 11-85)

DOCUMENT WILL BE RETURNED TO NAME MAILING ADDRESS     Name of person or
INDICATED IN THE BOX BELOW. Include name, street      organization
and number (or P.O. box), city, state and ZIP code.   remitting fees:

                                                      __________________________

                                                      __________________________

        David L. Tennent                              Preparer's name and
        801 W. Big Beaver Rd, Ste. 500                business telephone number:
        Troy, MI 48084
                                                      David L. Tennent

                                                      (313 ) 362-1300

                          INFORMATION AND INSTRUCTIONS

1.   This form is issued under the authority of Act 284, P.A. of 1972, as
     amended, and Act 162, P. A. of 1982, as amended. The amendment cannot be
     filed until this form, or a comparable document,is submitted.

2.   Submit one original copy of this document. Upon filing, a microfilm copy
     will be prepared for the records of the Corporation and Securities Bureau.
     The original copy will be returned to the address appearing in the box
     above as evidence of filing.

     Since, this document must be microfilmed, it is important that the filing
     be legible. Documents with poor black and white contrast, or otherwise
     illegible, will be rejected.

3.   This document is to be used pursuant to the provisions of section 631 of
     the Act for the purpose of amending the articles of incorporation of a
     domestic profit or nonprofit corporation. Do not use this form for restated
     articles. A nonprofit corporation is one incorporated to carry out any
     lawful purpose or purposes not involving pecuniary profit or gain for its
     directors, officers, shareholders, or members. A nonprofit corporation
     organized on a nonstock directorship basis, as authorized by Section 302 of
     the Act, may or may not have members, but if it has members, the members
     are  not entitled to vote.

4.   Item 2 -- Enter the identification number previously assigned by the
     Bureau. If this number is unknown, leave it blank.

5.   Item 4 -- The entire article being amended must be set forth in its
     entirety. However, if the article being amended is divided into separately
     identifiable sections, only the sections being amended need be included.

6.   This document is effective on the date approved and filed by the Bureau. A
     later effective date, no more than 90 days after the date of delivery, may
     be stated.

7.   If the amendment is adopted before the first meeting of the board of
     directors, item 5(a) must be completed and signed in ink by all of the
     incorporators listed in Article V of the Articles of Incorporation. If the
     amendment is otherwise adopted, item 5(b) must be completed and signed in
     ink by the president, vice-president, chairperson, or vice-chairperson of
     the corporation.

8.   FEES: Filing fee (Make remittance payable to State of Michigan)
          ............ $10.00 Franchise fee for profit corporations (payable
          only if authorized capital stock has increased) --1/2 mill (.0005) on
          each dollar of increase over highest previous authorized capital
          stock.

9.   Mail form and fee to:
       Michigan Department of Commerce
       Corporation and Securities Bureau
       Corporation Division
       P.O. Box 30054
       Lansing, MI 48909
       Telephone: (517) 373-0493

GOLD SEAL APPEARS ONLY ON ORIGINAL



          NOTE: THE FOLLOWING ANNUAL REPORT HAS BEEN INCLUDED WITHIN THE RECORD
          FOR THIS CORPORATION DUE TO THE FILING OF A CHANGE OF REGISTERED
          OFFICE AND/OR RESIDENT AGENT ON THE ANNUAL REPORT. THE PRESENCE OF
          THIS REPORT IN NO WAY IMPLIES THAT THE REPORT ITSELF, OTHER THAN THE
          INFORMATION RELATED TO THE CHANGE OF REGISTERED OFFICE AND/OR RESIDENT
          AGENT, HAS BEEN ACCEPTED BY THE CORPORATION AND SECURITIES BUREAU.

GOLD SEAL APPEARS ONLY ON ORIGINAL



CAS 2900(DEV 10-87)
MICHIGAN DEPARTMENT
OF COMMERCE
                               FOR BUREAU USE ONLY




                1988 MICHIGAN ANNUAL REPORT - PROFIT CORPORATIONS
                (Please read Instructions before completing form)

     This report shall be filed by all profit corporations before May 16, 1988
     showing the corporate condition at the close of business on December 31 or
     upon the date of the close of the latest fiscal year next preceding the
     time for filing. The report is required in accordance with the provisions
     of Section 911, Act 284, Public Acts of 1972, as amended. Penalties may be
     assessed under the Act for failure to file.

- --------------------------------------------------------------------------------
This Report Must                Report of Condition on           Insert
be Filed before  May 16, 1988   December 31, 1987 or 05/31/1987  Corporation
                                                                 Number 045155
- --------------------------------------------------------------------------------

1. Corporate Name
- --------------------------------------------------------------------------------

CMI INTERNATIONAL                                                            7
30333 SOUTHFIELD ROAD                                                        8
SOUTHFIELD, MI 48076                                                         9

- --------------------------------------------------------------------------------
2. Resident Age - do not after  4. Federal Employee No.   5. Term of Existence
   preprinted information in the
   item or item 3.

   RAY H. WITT                       38--1650061               12/28/1990
- --------------------------------------------------------------------------------
3. Registered Office Address   8. Incorporation Date   7. State of Incorporation

   in Michigan-No., Street,       12/28/1960                       MI
   City, Zip                   -------------------------------------------------

   28240 GRAND RIVER           8. Date of Admittance   9. Act Under Which
   FARMINGTON, 48024              (Foreign Corp.)         Incorporated (if other
                                                          than 1931, P.A. 327 or
                                                          1972, P.A. 284)

- --------------------------------------------------------------------------------

10. (DOMESTIC CORPORATIONS ONLY) COMPLETE THIS SECTION ONLY IF THE RESIDENT
    AGENT IN ITEM 2 OR THE REGISTERED OFFICE IN ITEM 3 HAS CHANGED

a. The name of the successor resident agent is: ________________________________

b. The address of the registered office is changed to:

   30333 SOUTHFIELD ROAD      SOUTHFIELD       , Michigan   48076
   ---------------------      ----------                  ----------
      (Street Address)          (City)                    (Zip Code)

c. The mailing address of the registered office if different than above is:

                                               , Michigan
   --------------------------------------------           ----------
   (Address)                    (City)                    (Zip Code)

   ADD $5.00 TO THE $15.00 ANNUAL REPORT           FIELD BY DEPARTMENT JUN 8 '88
   FILING FEE IF THIS SECTION IS COMPLETED


11. Principal business office, and, if different, principal place of business in
    Michigan:   Principal Office = SOUTHFIELD MI   Principal Place =

12. Nature and type of business in which corporation is engaged:  SALES, DESIGN
    & POURING OF METAL CASTINGS

13. a. Name of parent corporation:  N/A

    b. List any subsidiary corporations: (See Attached Schedule For Subsidiary
       Corporations)

14. Corporate Stock Report - Total Authorized Capital Stock (Not merely
    outstanding)



- ------------------------------------------------------------------------------------------------------------
a. Share with       No. of Shares Authorized    Par-Value         Total Authorized      Amount       Amount
   Par Value              With Par-Value        Per Share              Capital        Subscribed     Paid-in
- ------------------------------------------------------------------------------------------------------------
                                                                                      
    COMMON                     500000             $1.000               $500000            $0         $287522

- ------------------------------------------------------------------------------------------------------------





- ------------------------------------------------------------------------------------------------------------
b. Shares Without   No. of Shares Authorized    Shared Value      No. of Shares         Amount       Amount
     Par Value          Without Par-Value        Par Share    Subscribed or Issued    Subscribed     Paid-in

- ------------------------------------------------------------------------------------------------------------
                                                                                      

- ------------------------------------------------------------------------------------------------------------

                    0608 1988 3108 0513                                                          MAY 16 1988



GOLD SEAL APPEARS ONLY ON ORIGINAL



15. The following is a statement of assets and liabilities as shown by the books
    of the corporation on December 31, 1987 or 05/31/1987 (close of fiscal year
    next preceding May 15, 1988) listed separately as to property within and
    without Michigan. The balance sheet of a Michigan Corporation must be the
    same balance sheet as furnished to shareholders.



                                                 WITHIN      WITHOUT
           ASSETS                     TOTAL     MICHIGAN     MICHIGAN        LIABILITIES AND EQUITY
           ------                     -----     --------     --------        ----------------------
                                                                                                        
Cash............................       75755       75755        0        Notes and Accts Payable, Trade............       10702
                                    --------    --------     ----                                                      --------
Notes and Accts Receivable......     1444106     1444106        0        Notes and Accts Payable, Other............    27851840
                                    --------    --------     ----                                                      --------
Inventories.....................           0           0        0        Accrued Expenses.........................       532630
                                    --------    --------     ----                                                      --------
Prepaid Expenses................       77189       77189        0        Long Term Indebtedness....................     4952189
                                    --------    --------     ----                                                      --------
Non-current Notes and                                                    Reserves and Contigent
   Accounts Receivable..........           0           0        0        Liabilities
                                    --------    --------     ----
Land............................     1047625     1047625        0           Deferred income Tax....................      102000
                                    --------    --------     ----                                                      --------
Depreciable Assets                                                       ..........................................           0
                                                                                                                       --------
   Machinery & Equipment........      292000      292000        0        ..........................................           0
                                    --------    --------     ----                                                      --------
   Furniture and Fixtures.......       64699       64699        0        ..........................................           0
                                    --------    --------     ----                                                      --------
   Buildings....................     1008566     1008566        0        Stockholders Equity
                                    --------    --------     ----
   Other........................           0           0        0           Common Stock (par value)...............      287522
                                    --------    --------     ----                                                      --------
   TRANS. EQUIP..................     203038      203038        0           Preferred Stock (par value)............           0
                                    --------    --------     ----                                                      --------
   .............................           0           0        0           No Par Value Stock
                                    --------    --------     ----             (stated value).......................           0
   Less Depreciation............      218099      218099        0                                                      --------
                                    --------    --------     ----           Additional Paid-in Capital.............      393780
                                                                                                                       --------
   Net Depreciable Assets.......     1350204     1350204        0           Retained Earnings (deficit)............    15293072
                                    --------    --------     ----                                                      --------
Investments                                                                 Other..................................           0
   Investments in Subsidiaries..     5087099     5087099        0                                                      --------
                                    --------    --------     ----              Total Stockholders Equity               15030572
   Other Investments............      433183      433183        0                                                      --------
                                    --------    --------     ----
Other Assets....................    38964772    38964772
                                    --------    --------     ----
TOTAL ASSETS                        48479933    48479933        0        TOTAL LIABILITIES & EQUITY                     48479933


16. Corporate Officers and Directors




                          OFFICE           NAME, STREET & NUMBER, CITY, STATE & ZIP CODE
- -----------------------------------------------------------------------------------------
                                     
                         President          RAY H. WITT
                                            30333 SOUTHFIELD ROAD, SOUTHFIELD, MI 48076
- -----------------------------------------------------------------------------------------
                         Secretary          W. FRANK SUIT
    It                                      30333  SOUTHFIELD ROAD, SOUTHFIELD, MI 48076
                       ------------------------------------------------------------------
Different                Treasure
                       ------------------------------------------------------------------
   than                Vice-President       RICHARD A. NAWROCKI
President                                   30333 SOUTHFIELD ROAD, SOUTHFIELD, MI 48076
- -----------------------------------------------------------------------------------------
                          Director          ROLAND P. JONES, VICE-PRESIDENT
                                            30333 SOUTHFIELD ROAD, SOUTHFIELD, MI 48076
                       ------------------------------------------------------------------
    It
                          Director
Different              ------------------------------------------------------------------
                          Director
   than                ------------------------------------------------------------------
                          Director
 Officers              ------------------------------------------------------------------
                          Director
                       ------------------------------------------------------------------
                          Director


17. Is 51% or more of this corporation owned and controlled by woman/women?
    [ ] Yes [X] No
    (A response to this question is voluntary and will be used for
    statistical purposes only).

18. The corporation states that the address of its registered office and the
    address of the business office of its resident agent are identical. Any
    changes were authorized by resolution duly adopted by its board of
    directors. After filing, this report is open to reasonable inspection by
    the public pursuant to Section 915, Act 284, Public Acts of 1972,
    as amended.

Filing Fee $15.00 (without change  Signed this 13th day of MAY, 1988.

of agent or registered office)     By /s/ [W. FRANK SUIT]

Filing Fee $20.00 (without change     ------------------------------------------
of agent or registered office in      (Signature of Authorized Officer or Agent)
item 10)

MAKE REMITTANCE PAYABLE TO: "STATE    W. FRANK SUIT, SECRETARY
OF MICHIGAN"                          ------------------------------------------

RETURN TO:                                  (Type or Print Name and Title)

 DEPARTMENT OF COMMERCE
 CORPORATION AND SECURITIES BUREAU    * If item 10 has been completed, this
 CORPORATION DIVISION                   report must be signed by the president,
 6546 MERCANTILE WAY                    vice-president, chairperson,
 P.O. BOX 30057  0608 1988 3108 0514    vice-chairperson, secretary or
 LANSING, MICHIGAN 42909                assistant secretary of the corporation.

GOLD SEAL APPEARS ONLY ON ORIGINAL


C&6-515 (REV. 5-87)                                 923D#3515 0205 DRG&FI $10.00

      MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU

   (FOR BUREAU USE ONLY)              FIELD                Date Received

                                                           FEB 05 1992
                                   FEB 18 1992    924E#2243 0219 ORG&FI $1502.50

                                  Administrator
                        MICHIGAN DEPARTMENT OF COMMERCE
                        Corporation & Securities Bureau

       CERTIFICATE OF AMENDMENT TO THE RESTATED ARTICLES OF INCORPORATION
                        FOR USE BY DOMESTIC CORPORATIONS

   (Please read instructions and Paperwork Reduction Act notice on last page)

     Pursuant to the provisions of Act 284, Public Acts of 1972, as amended
(profit corporations), or Act 162, Public Acts of 1982, as amended (nonprofit
corporations), the undersigned executes the following Certificate:

1.   The present name of the corporation is:      CMI INTERNATIONAL, INC.

2.   The corporation identification number
     (CID) assigned by the Bureau is:  045-155

3.   The location of its registered office is:

     30333 Southfield Road              Southfield     , Michigan    48076
     ---------------------              ----------                 ----------
        (Street Address)                  (City)                   (ZIP Code)


4.   Article III of the Restated Articles of Incorporation is hereby amended
     to read as follows:

       The total authorized capital stock is:

          1.   Common Shares: 3,000,000 Par Value Per Share $.10

          2.   Non-Voting Common Shares: 3,000,000 Par Value Per Share $.10

          3.   A Statement of all or any of the relative rights, preferences and
               limitations of the shares of such class is as follows:

                    The Non-Voting Common Shares are identical to Common Shares
                    in every respect expect Non-Voting Common Shares do not have
                    voting privileges for any purpose whatsoever.

                    Shareholders shall have no preemptive rights to subscribe
                    for additional shares

GOLD SEAL APPEARS ONLY ON ORIGINAL



5.   COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT
     OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS
     OR TRUSTEES; OTHERWISE, COMPLETE SECTION (b)

a. [ ] The foregoing amendment to the Articles of Incorporation was duly
       adopted on the _____ day of _______, 19____ , in accordance with the
       provisions of the Act by the unanimous consent of the incorporator(s)
       before the first meeting of the board of directors or trustees.
       Signed this_______________ day of_____________________________ , 19______

       _________________________________  ______________________________________

       _________________________________  ______________________________________

       _________________________________  ______________________________________

       _________________________________  ______________________________________
   (signatures of all incorporators; type or print name under each signature)

b. [X] The foregoing amendment to the Articles of Incorporation was duly adopted
       on the 30th day of, January , 1992. The amendment: (check one of the
       following)

     [X]  was duly adopted in accordance with Section 611(2) of the Act by the
          vote of the shareholders if a profit corporation, or by the vote of
          the shareholders or members if a nonprofit corporation, or by the vote
          of the directors if a nonprofit corporation organized on a nonstock
          directorship basis. The necessary votes were cast in favor of the
          amendment.

     [ ]  was duly adopted by the written consent of all the directors pursuant
          to Section 525 of the Act and the corporation is a nonprofit
          corporation organized on a nonstock directorship basis.

     [ ]  was duly adopted by the written consent of the shareholders or members
          having not less than the minimum number of votes required by statute
          in accordance with Section 407(1) and (2) of the Act. Written notice
          to shareholders or members who have not consented in writing has been
          given. (Note: Written consent by less than all of the shareholders or
          members is permitted only if such provision appears in the Articles of
          Incorporation.)

     [ ]  was duly adopted by the written consent of all the shareholders or
          members entitled to vote in accordance with Section 407(3) of the Act.

                              Signed this 30 day of Jannuary, 1992

                              By /s/ RICHARD A. NAWROCKI
                                 -----------------------------------------------
                                                 (Signature)

                              RICHARD A. NAWROCKI, Vice President-Finance
                              --------------------------------------------------
                              (Type or Print Name)         (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL


DOCUMENT WILL BE RETURNED TO NAME AND MAILING     Name of person or organization
ADDRESS INDICATED IN THE BOX BELOW. Include       remitting fees:
name, street and number (or P.O. box), city,
state and ZIP code.                               Dean & Fulkerson

Dean & Fulkerson                                  ______________________________
801 W. Big Beaver Rd. Ste. 500                    Preparer's name and business
Troy, MI 48084                                    telephone number:

                                                  David L. Tennent

                                                  (313) 362-1300

                          INFORMATION AND INSTRUCTIONS

1.  The amendment cannot be filed until this form, or a comparable document, is
    submitted.

2.  Submit one original copy of this document. Upon filing, a microfilm copy
    will be prepared for the records of the Corporation and Securities Bureau.
    The original copy will be returned to the address appearing in the box above
    as evidence of filing.

    Since this document must be microfilmed, it is important that the filing be
    legible. Documents with poor black and white contrast, or otherwise
    illegible, will be rejected.

3.  This document is to be used pursuant to the provisions of section 631 of the
    Act for the purpose of amending the articles of incorporation of a domestic
    profit or nonprofit corporation. Do not use this form for restated articles.
    A nonprofit corporation is one incorporated to carry out any lawful purpose
    or purposes not involving pecuniary profit or gain for its directors,
    officers, shareholders, or members. A nonprofit corporation organized on a
    nonstock directorship basis, as authorized by Section 302 of the Act, may or
    may not have members, but if it has members, the members are not entitled to
    vote.

4.  Item 2 -- Enter the identification number previously assigned by the Bureau.
    If this number is unknown, leave it blank.

5.  Item 4 -- The article being amended must be set forth in its entirety.
    However, if the article being amended is divided into separately
    identifiable sections, only the sections being amended need be included.

6.  This document is effective on the date approved and filed by the Bureau. A
    later effective date, no more than 90 days after the date of delivery, may
    be stated.

7.  If the amendment is adopted before the first meeting of the board of
    directors, item 5(a) must be completed and signed in ink by all of the
    incorporators listed in Article V of the Articles of Incorporation. If the
    amendment is otherwise adopted, item 5(b) must be completed and signed in
    ink by the president, vice-president, chairperson, or vice-chairperson of
    the corporation.

8.  FEES: Filing fee (Make remittance payable to State of Michigan).............
          $10.00 Franchise fee for profit corporations (payable only if
          authorized capital stock has increased--1/2 mill (.0005) on each
          dollar of increase over highest previous authorized capital stock.

9.  Mail form and fee to:
          Michigan Department of Commerce
          Corporation and Securities Bureau
          Corporation Division
          P.O. Box 30054
          6546 Mercantile Way
          Lansing, MI 48909
          Telephone: (517) 334-6302

GOLD SEAL APPEARS ONLY ON ORIGINAL



                         CORPORATION INFORMATION UPDATE
                            (formerly Annual Report)
                                      1998

[ ] To certify there are no changes from your previous        FILING FEE: $15.00
    filing check this box and skip to Item 6.

- --------------------------------------------------------------------------------
                              FOR BUREAU USE ONLY
- --------------------------------------------------------------------------------
        045155         THE OFFICE IS LOCATED AT: RETURN TO:
                            6546 MERCANTILE WAY     MICHIGAN DEPARTMENT OF
                            LANSING MI 48910        CONSUMER AND INDUSTRY
IDENTIFICATION NUMBER       (517) 334-6300          SERVICES CORPORATION,
                                                    SECURITIES AND LAND
                                                    DEVELOPMENT BUREAU
                                                    P.O. BOX 30057
                                                    LANSING MI 48909-7557
- --------------------------------------------------------------------------------
Corporate Name and Mailing Address
            CMI INTERNATIONAL, INC.
            30333 SOUTHFIELD RD.
            SOUTHFIELD MI 48076
                                            FILED BY DEPARTMENT JUN 22 1998
- --------------------------------------------------------------------------------
Registered Office Address in Michigan - NO., STREET, CITY, ZIP   Resident Agent
      30333 SOUTHFIELD RD.                                           RAY H. WITT
      SOUTHFIELD                              48076
- --------------------------------------------------------------------------------

IF THERE ARE CHANGES FROM YOUR PREVIOUS FILING, YOU MUST COMPLETE ITEMS 1
THROUGH 6.

1. Mailing address of registered office        2. Resident Agent if different
   if different that preprinted information       than above
   above
                                                      Richard A. Nawrocki
- --------------------------------------------------------------------------------
3. Address of registered office if different than preprinted information above
   - NO., STREET, CITY, ZIP

4. Describe the general nature and kind of business in which the corporation is
   engaged:



- ----------------------------------------------------------------------------------------------------
5.                             NAME                          BUSINESS OR RESIDENCE ADDRESS
- ----------------------------------------------------------------------------------------------------
                                                 
             President
                      Richard A. Nawrocki              30333 Southfield Rd. Southfield, Mi 48076
             ---------------------------------------------------------------------------------------
             Vice President
                      Robert Fiolek    Renee Weinman   30333 Southfield Rd. Southfield, Mi 48076
   If        ---------------------------------------------------------------------------------------
different    Secretary
  than                Larry D. Schwentor               30333 Southfield Rd. Southfield, Mi 48076
President    ---------------------------------------------------------------------------------------
             Treasurer
                      Renee Weinman                    30333 Southfield Rd. Southfield, Mi 48076

             ---------------------------------------------------------------------------------------
   If        Director
different             Ray H. Witt                      30333 Southfield Rd. Southfield, MI 48076
  than       ---------------------------------------------------------------------------------------
 Officers    Director
                      Robert Herr                      30333 Southfield Rd. Southfield, MI 48076
             ---------------------------------------------------------------------------------------
             Director
                      Gary Ruff                        30333 Southfield Rd. Southfield, MI 48076
- ----------------------------------------------------------------------------------------------------


The corporation states that the address of its registered office and the address
of the business office of its resident agent are identical. Any changes were
authorized by resolution duly adopted by its board of directors.

If space is insufficient, you may include additional pages. PLEASE DO NOT STAPLE
ADDITIONAL PAGES TO THIS REPORT.

ENCLOSE $15.00 MADE PAYABLE TO THE STATE OF MICHIGAN. THIS REPORT MUST BE FILED
ON OR BEFORE MAY 15

6. Signature of an authorized officer           Title              Date
   or agent of the corporation                        Secretary          5/11/98

[ILLEGIBLE]

Required by Section 911, Act 284, Public Acts of 1972, as amended. Failure to
file this report may result in the dissolution of the corporation.

                                                                     MAY 14 1998

GOLD SEAL APPEARS ONLY ON ORIGINAL



         199898 MICHIGAN ANNUAL REPORT - LIST OF SUBSIDIARY CORPORATIONS

NAME OF CORPORATION CMI INTERNATIONAL, INC.
                   -------------------------------------------------------------
                                                        CID #   045155
- -------------------------------------------------------      -------------------

SUBSIDIARY CORPORATIONS:

CMI-CAST PARTS, INC.                           PROCESS CONTROL AUTOMATION, INC.
- --------------------------------------------------------------------------------

CMI-COMMUNICATIONS, INC.
- --------------------------------------------------------------------------------

CMI-COMPETITIVE SOLUTIONS, INC.                CMI-VENTURES, INC.
- --------------------------------------------------------------------------------

CMI-DEARBORN, INC.                             CMI-NORWAY, INC.
- --------------------------------------------------------------------------------

CMI-DYNAMICS, INC.                             CMI-TECH CAST, INC.
- --------------------------------------------------------------------------------

CMI-EQUIPMENT & ENGINEERING, INC.              CMI-ENTERPRISES, INC.
- --------------------------------------------------------------------------------

    -CMI-SCHNEIBLE COMPANY
- --------------------------------------------------------------------------------

    -SUMMERFIELD REALTY CORPORATION
- --------------------------------------------------------------------------------

CMI-HEALTH & TENNIS CLUB, INC.
- --------------------------------------------------------------------------------

CMI-MANAGEMENT SERVICES, INC.
- --------------------------------------------------------------------------------

CMI-NOREN, INC.
- --------------------------------------------------------------------------------

CMI-POLYMERS, INC.
- --------------------------------------------------------------------------------

CMI-PRECISION MOLD, INC.
- --------------------------------------------------------------------------------

CMI-TRANSPORTATION, INC.
- --------------------------------------------------------------------------------

CMI-SERVICES, INC.
- --------------------------------------------------------------------------------

CMI-SOUTHFIELD, INC.
- --------------------------------------------------------------------------------

CMI-TECH CENTER, INC.
- --------------------------------------------------------------------------------

    -T C REALTY, INC.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
[ILLEGIBLE]                                   [ILLEGIBLE]

GOLD SEAL APPEARS ONLY ON ORIGINAL



- --------------------------------------------------------------------------------
              MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
               CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Data Received                                              (FOR BUREAU USE ONLY)

FEB 04 1999
- ----------------------------------------------

                   Due to administrative correction               FILED
                   file date changed from 2/4/99
                   to 2/3/99. LZ   5-12-99                     FEB 03 1999
- ----------------------------------------------
Name
 Daniel M. Sandberg
- ----------------------------------------------
Address                                                        Administrator
 38481 Huron River Drive                                        [ILLEGIBLE]
- ----------------------------------------------
City             State             Zip Code
 Romulus      MI             48174              EFFECTIVE DATE
- ----------------------------------------------
- - Document will be returned to the name and address you enter above -

                      CERTIFICATE OF MERGER / CONSOLIDATION
            FOR USE BY DOMESTIC PROFIT AND/OR NONPROFIT CORPORATIONS
           (Please read information and instructions on the last page)

     Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), and/or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporations execute the following certificate.

1. THE PLAN OF MERGER (CONSOLIDATION) IS AS FOLLOWS:

   a. The name of each constituent corporation and its identification number is:

      CMI International, Inc.                                           045-155
- --------------------------------------------------------------------------------

      HL-CMI Holding Co.                                                030-58A
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

   b. The name of the surviving (new) corporation and its identification number
      is:

      CMI International, Inc.                                           045-155
- --------------------------------------------------------------------------------

   c. For each constituent stock corporation, state:



                            Designation and
                         number of outstanding  Indicate class or  Indicate class or
                         shares in each class    series of shares   series entitled
Name of corporation           or series          entitled to vote  to vote as a class
                                                          
CMI International, Inc.     2,471,356 Common          Common              None
- -----------------------  ---------------------  -----------------  ------------------

                         2,392,790 Non-Voting
                                Common
- -----------------------  ---------------------  -----------------  ------------------

- -----------------------  ---------------------  -----------------  ------------------

HL-CMI Holding Co.           1,000 Common             Common              None
- -----------------------  ---------------------  -----------------  ------------------

- -----------------------  ---------------------  -----------------  ------------------


If the number of shares is subject to change prior to the effective date Of the
merger or consolidation, the manner in which the change may occur is as follows:

GOLD SEAL APPEARS ONLY ON ORIGINAL



2. (COMPLETE FOR ANY PROFIT CORPORATION ONLY)

   a. The manner and basis of converting shares are as follows:

      See Exhibit A attached.

   b. The amendments to the Articles, or a restatement of the Articles, of the
      surviving corporation to be effected by the merger are as follows:

      The Articles of the surviving corporation are restated as attached.

   c. The plan of merger will be furnished by the surviving profit corporation,
      on request and without cost, to any shareholder of any constituent profit
      corporation.

3. (COMPLETE FOR ANY NONPROFIT CORPORATION ONLY)

   a) If it is organized on a membership basis, state (a) the name of the
      corporation, (b) a description of its members, and (c) the number,
      classification and voting rights of its members.

   b) If it is organized on a directorship basis, state (a) the name of the
      corporation, (b) a description of the organization of its board, and (c)
      the number, classification and voting rights of its directors.

   c) State the terms and conditions of the proposed merger or consolidation,
      including the manner and basis of converting the shares of, or membership
      or other interests in, each constituent corporation into shares, bonds,
      or other securities of, or membership or other interest in, the surviving
      or consolidated corporation, or into cash or other consideration.

   d) If a consolidation, the Articles of Incorporation of the consolidated
      corporation are attached to this Certificate and are incorporated herein.
      If a merger, the amendments to the Articles, or a restatement of the
      Articles, of the surviving corporation to be effected by the merger are as
      follows:

   e) Other provisions with respect to the merger (consolidation) are as
      follows:

4. (COMPLETE FOR ANY FOREIGN CORPORATION ONLY)
   This merger (consolidation) is permitted by the laws of the state of

   the jurisdiction under which ________________________________________________
                                           (name of foreign corporation)

   is organized and the plan of merger (consolidation) was adopted and approved
   by such corporation pursuant to and in accordance with the laws of that
   jurisdiction.

5. (COMPLETE ONLY IF AN EFFECTIVE DATE IS DESIRED OTHER THAN THE DATE OF
   FILING. THE DATE MUST BE NO MORE THAN 90 DAYS AFTER RECEIPT OF THIS DOCUMENT
   IN THIS OFFICE.)

   The merger (consolidation) shall be effective on the__________ day of
   ________________, 19 _________

GOLD SEAL APPEARS ONLY ON ORIGINAL



- --------------------------------------------------------------------------------
6. TO BE COMPLETED BY MICHIGAN PROFIT CORPORATIONS ONLY (Complete either part a
   or b for each corporation.)

   a) The plan of merger was approved by the unanimous consent of the
      incorporators of _________________________________________________________
      _________________________________ a Michigan corporation which has not
      commenced business, has not issued any shares, and has not elected a Board
      of Directors.

_______________________________________  _______________________________________
      (Signature of Incorporator)              (Signature of Incorporator)

_______________________________________  _______________________________________
      (Signature of Incorporator)             (Signature of Incorporator)

   b) The plan of merger was approved by

      [ ] the Board of Directors of ___________________________________________,
          the surviving Michigan corporation, without approval of the
          shareholders in accordance with Section 701 of the Act.

      [X] the Board of Directors and the shareholders of the following Michlgan
          corporation(s) in accordance with Section 703a of the Act:

        CMI International, Inc.                    HL - CMI Holding Co.
- ---------------------------------------  ---------------------------------------
        (Name of Corporation)                     (Name of Corporation)

By         Richard A. Nawrocki              By        Daniel M. Sandberg
   ------------------------------------     ------------------------------------
   (Signature of President, Vice-           (Signature of President, Vice-
   President, Chairperson or Vice-          President, Chairperson or Vice-
             Chairperson)                             Chairperson)

     Richard A. Nawrocki, President         Daniel M. Sandberg, Vice President
- ---------------------------------------  ---------------------------------------
     (Type or Print Name and Title)          (Type or Print Name and Title)

7. TO BE COMPLETED BY MICHIGAN NONPROFIT CORPORATIONS ONLY

The plan of merger or consolidation was approved by

[ ] the Borad of Directors and shareholders or members of the following Michigan
    corporation(s) in accordance with Sections 701 and 703(1) and (2) of the
    Act:

[ ] the Board of Directors of the following Michigan corporation(s) organized on
    a directorship basis in accordance with Section 703(3) of the Act:

_______________________________________  _______________________________________
         (Name of Corporation)                   (Name of Corporation)

BY ____________________________________  BY ____________________________________
   (Signature of President, Vice-           (Signature of President, Vice-
   President, Chairperson or Vice-          President, Chairperson or Vice-
             Chairperson)                             Chairperson)

_______________________________________  _______________________________________
    (Type or Print Name and Title)            (Type or Print Name and Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL


                                    EXHIBIT A
                                       TO
                       CERTIFICATE OF MERGER/CONSOLIDATION
                                       FOR
                            CMI INTERNATIONAL, INC.
                                       AND
                              HL - CMI HOLDING CO.

         The manner and basis of converting the shares of each of the
constituent corporations is as follows:

         1.       Each share of HL - CMI Holding Co. issued and outstanding
immediately prior to the effectiveness of the merger shall, by virtue of the
merger and without any action on the part of the holder thereof, be converted
into one share of CMI International, Inc. ("CMI") and such shares shall continue
after the effectiveness of the merger.

         2.       Each share of CMI issued and outstanding immediately prior to
the effectiveness of the merger shall, by virtue of the merger and without any
action on the part of the holder thereof, be canceled in exchange for the right
to receive case in an amount equal to the (x) the sum of (A) $605,000,000 less
(B) the Funded Debt Amount (as defined below) immediately prior to the effective
time of the merger plus (C) cash and cash equivalents immediately prior to the
effective time of the merger and less (D) certain expenses of the merger,
divided by (y) the number of issued and outstanding shares at the effective time
of the merger.

         "Funded Debt Amount" means, as of the data of determination, the
liabilities and obligations of CMI (on a consolidated basis) with respect to the
outstanding principal amount of all indebtedness for borrowed money plus accrued
interest thereof and all fees, expenses, prepayment penalties (but only to the
extent such prepayment penalty is required to be paid as a result of the merger
and pursuant to the terms of the relevant debt document) and other charges as of
such date (but not including the indebtedness of joint ventures of CMI and its
subsidiaries).

GOLD SEAL APPEARS ONLY ON ORIGINAL



                       RESTATED ARTICLES OF INCORPORATION
                     FOR USE BY DOMESTIC PROFIT CORPORATIONS
             (Please read information and instructions on last page)

         Pursuant to the provisions of Act 284, Public Acts of 1972, the
undersigned corporation executes the following Articles:

1. The present name of the corporation is:
                                 CMI International, Inc.

2. The identification number assigned by the Bureau is: 045-155

3. All former names of the corporation are:

                                 Cast Metal Industries, Inc.

4. The date of filing the original Articles of Incorporation was: December 28,
   1960

         The following Restated Articles of Incorporation supersede the Articles
         of Incorporation as amended and shall be the Articles of Incorporation
         for the corporation:

ARTICLE I

The name of the corporation is:

                            CMI International, Inc.

ARTICLE II

The purpose or purposes for which the corporation is formed are:

to engage in any activity within the purposes for which corporations may be
formed under the Business Corporation Act of Michigan.

GOLD SEAL APPEARS ONLY ON ORIGINAL



ARTICLE III

The total authorized shares:

     Common Shares  60,000               Preferred shares  -0-

     A statement of all or any of the relative rights, preferences and
     limitations of the shares of each class is as follows:

ARTICLE IV

1. The address of the current registered office is:

   38481 Huron River Drive        Romulus        , Michigan  48174
   ---------------------------------------------            -------------
     (Street Address)             (City)                     (Zip Code)

2. The mailing address of the current registered office if different than above:
                                                 , Michigan
   ---------------------------------------------            ---------------
    (Street Address or P.O.Box)      (City)                  (Zip Code)

3. The name of the current resident agent is: Daniel M. Sandberg

ARTICLE V (Optional, Delete if not applicable)

When a compromise or arrangement of a plan of reorganization of this corporation
is proposed between this corporation and its creditors or any class of them or
between this corporation and its shareholders or any class of them, a court of
equity jurisdiction within the state, on application of this corporation or of
a creditor or shareholder thereof, or on application of a receiver appointed for
the corporation, may order a meeting of the creditors or class of creditors or
of the shareholders or class of shareholders to be affected by the proposed
compromise or arrangement or reorganization, to be summoned in such manner as
the court directs. It a majority in number representing 3/4 in value of the
creditors or class of creditors, or of the shareholders or class of shareholders
to be affected by the proposed compromise or arrangement or a reorganization,
agree to a compromise or arrangement or a reorganization of this corporation as
a consequence of the compromise or arrangement, the compromise or arrangement
and the reorganization, if sanctioned by the court to which the application has
been made, shall be binding on all the creditors or class of creditors, or on
all the shareholders or class of shareholders and also on this corporation.

ARTICLE VI (Optional, Delete if not applicable.)

Any action required or permitted by the Act to be taken at an annual or special
meeting or shareholders may be taken without a meeting, without prior notice,
and without a vote, if consents in writing, setting forth the action so taken,
are signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote on the action were present and
voted. The written consents shall bear the date of signature of each shareholder
who signs the consent. No written consents shall be effective to take the
corporate action referred to unless, within 60 days after the record date for
determining shareholders entitled to express consent to or to dissent from a
proposal without a meeting, written consents dated not more than 10 days before
the record date and signed by a sufficient number of shareholders to take the
action are delivered to the corporation. Delivery shall be to the corporation's
registered office, its principal place of business, or an officer or agent of
the corporation having custody of the minutes of the proceedings of its
shareholders. Delivery made to a corporation's registered office shall be by
hand or by certified or registered mail, return receipt requested.

Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to shareholders who would have
been entitled to notice of the shareholder meeting if the action had been taken
at a meeting and who have not consented in writing.

GOLD SEAL APPEARS ONLY ON ORIGINAL



                                   ATTACHMENT
                                       TO
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                             CMI INTERNATIONAL, INC.
                                 CID # 045-155

ARTICLE VII

         Each director of the Corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for the breach of the
director's fiduciary duty as a director; provided, however, this Article does
not eliminate or limit any liability a director may otherwise have for any of
the following:

(i)      A breach of such director's duty of loyalty to the corporation or its
         shareholders;

(ii)     Acts or omissions not in good faith or that involve intentional
         misconduct or knowing violation of law;

(iii)    A violation of Section 551(1) of the Michigan Business Corporation Act;
         or

(iv)     A transaction from which such director derived an improper personal
         benefit.

Any repeal or modification of the foregoing paragraph by the shareholders of the
corporation shall not adversely affect any right or protection of a director of
the corporation existing at the time of such repeal or modification.

GOLD SEAL APPEARS ONLY ON ORIGINAL


- --------------------------------------------------------------------------------
             MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
               CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received                                        (FOR BUREAU USE ONLY)
JUN 21 1999
                                                            FILED
- -------------------------------------------
Name
         517-663-2525 Ref # 94118                        JUN 21 1999
Address  Attn: Cheryl J. Bixby                          Administrator
         MICHIGAN RUNNER SERVICE              CORP. SECURITIES & LAND DE. BUREAU

City     P.O. Box 266
         Eaton Rapids, MI 48827               EFFECTIVE DATE: ------------------
 - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

            CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
                     FOR USE BY DOMESTIC PROFIT CORPORATIONS
          (Please read Information and instructions on the last page)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:

1.  The present name of the corporation is: CMI INTERNATIONAL, INC.

2.  The identification number assigned by the Bureau is: 045-155

3.  The location of its registered office is:

30333 Southfield Road                  Southfield, Michigan      48076
- --------------------------------------------------            -------------
      (Street Address)                   (City)                 (ZIP Code)

4.  Article I of the Articles of Incorporation is hereby amended to read as
    follows:

    The name of the corporation is HAYES LEMMERZ INTERNATIONAL - CMI, INC.

Article IV of the Articles of Incorporation is hereby amended to read as
follows:

1.  The address of the registered office is 15300 Centennial Drive, Northville,
    Michigan 48167.

3.  The name of the resident agent at the registered office is Patrick B. Carey.

GOLD SEAL APPEARS ONLY ON ORIGINAL



5.  (FOR AMENDMENTS ADOPTED BY UNANIMOUS CONSENT OF INCORPORATORS BEFORE THE
    FIRST MEETING OF THE BOARD OF DIRECTORS OR TRUSTEES.)

    The foregoing amendment to the Articles of Incorporation was duly adopted on
    the______day of_____, 19_____, in accordance with the provisions of the Act
    by the unanimous consent of the incorporator(s) before the first meeting of
    the Board of Directors or Trustees.

         Signed this_______________ day of _____________ , 19 _______.

________________________________________   _____________________________________
              (Signature)                               (Signature)

________________________________________   _____________________________________
         (Type or Print Name)                      (Type or Print Name)

________________________________________   _____________________________________
              (Signature)                              (Signature)

________________________________________   _____________________________________
         (Type or Print Name)                      (Type or Print Name)

6.  (FOR PROFIT CORPORATIONS, AND FOR NONPROFIT CORPORATIONS WHOSE ARTICLES
    STATE THE CORPORATIONS IS ORGANIZED ON A STOCK OR ON A MEMBERSHIP BASIS.)

    The foregoing amendment to the Articles of Incorporation was duly adopted on
    the 30th day of April, 1999 by the shareholders if a profit corporation, or
    by the shareholders or members if a nonprofit corporation (check one of the
    following)

    [ ] at a meeting. The necessary votes were cast in favor of the amendment.

    [ ] by written consent of the shareholders or members having not less than
        the minimum number of votes required by statute in accordance with
        Section 407(1) and (2) of the Act if a nonprofit corporation, or Section
        407(1) of the Act if a profit corporation. Written notice to
        shareholders or members who have not consented in writing has been
        given. (Note: Written consent by less than all of the shareholders or
        members is permitted only if such provision appears in the Articles of
        Incorporation.)

    [X] by written consent of all the shareholders or members entitled to vote
        in accordance with section 407(3) of the Act if a nonprofit corporation,
        or Section 407(2) of the Act if a profit corporation.

        Signed this 17th day of June, 1999

        By /s/ W. D. Shovers
          ----------------------------------------------------------------------
         (Signature of President, Vice-President, Chairperson, Vice-Chairperson)

                   William D. Shovers                   Vice-President
          ----------------------------------------------------------------------
                  (Type or Print Name)              (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL


- --------------------------------------------------------------------------------
              MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
               CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received                            (FOR BUREAU USE ONLY)
JUN 28 1999
                                                           FILED

                                                        JUN 28 1999
- -----------------------
517-663-2525 Ref #94366
Attn: Cheryl J. Bixby                                   Administrator
MICHIGAN RUNNER SERVICE                      CORP. SECURITIES & LAND DEV, BUREAU
P.O. Box 266
Eaton Rapids, MI 48827                         EXPIRATION DATE: DECEMBER 31,2004
- --------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

                           CERTIFICATE OF ASSUMED NAME
 FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES

           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or limited
liability company in item one executes the following Certificate:

1.  The true name of the corporation, limited partnership, or limited liability
    company is:

    HAYES LEMMERZ INTERNATIONAL - CMI, INC. [X]

2.  The identification number assigned by the Bureau is: 045-155

3.  The location of the corporation or limited liability company registered
    office in Michigan or the office at which the limited partnership records
    are maintained is:

    15300 Centennial Drive          Northville       Michigan      48167
    ----------------------------------------------------------------------------
          (Street Address)            (City)          (State)    (ZIP Code)

4.  The assumed name under which business is to be transacted is:

    CMI INTERNATIONAL, INC.

 COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

         Signed this 17th day of June, 1999

         By /s/ W. D. Shovers
            ---------------------------------------------------
                              (Signature)
         William D. Shovers               Vice President
         -----------------------------------------------------
         (Type or Print Name)         (Type or Print Title)

         _____________________________________________________
                      (Limited Partnership Only [ILLEGIBLE]

GOLD SEAL APPEARS ONLY ON ORIGINAL



- --------------------------------------------------------------------------------
              MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
                          BUREAU OF COMMERCIAL SERVICES
- --------------------------------------------------------------------------------
Date Received                         (FOR BUREAU USE ONLY)
- -------------                                                  FILED
              This document is effective on the
              date filed, unless a subsequent               APR 22 2002
              effective date within 90 days after        CIS Administrator
              received date is stated in the       BUREAU OF COMMERCIAL SERVICES
              document.                                     [ILLEGIBLE]

- -----------------------------------------------
Name
        Kelly Brushaber
- -----------------------------------------------
Address
         15300 Centennial Drive
- -----------------------------------------------
City              State            Zip Code
   Northville       MI              48167                EFFECTIVE DATE:
- -----------------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -
     IF LEFT BLANK DOCUMENT WILL BE MAILED TO THE REGISTERED OFFICE.

   CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT
  FOR USE BY DOMESTIC AND FOREIGN CORPORATIONS AND LIMITED LIABILITY COMPANIES
           (Please read information and instruction on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act 23,
Public Acts of 1993 (limited liability companies), the undersigned corporation
or limited liability company executes the following Certificate:

1.  The name of the corporation or limited liability company is:

    Hayes Lemmerz International - CMI, Inc.

2.  The Identification number assigned by the Bureau is: 045-155

3.  a. The name of the resident agent on file with the Bureau is:
       Patrick B. Carey

    b. The location of the registered office on file with the Bureau is:

         15300 Centennial Drive, Northville,  Michigan         48167
         ----------------------------------                -------------
                (Street Address)  (City)                      (ZIP Code)

    c. The mailing address of the above registered office on file with the
       Bureau is:

         Same as above                       ,  Michigan
         ------------------------------------                ------------
         (Street Address or P.O. Box)  (City)                 (ZIP Code)

  ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD

4.  a. The name of the resident agent is: Patrick C. Cauley

    b. The address of the registered office is:

         15300 Centennial Drive, Northville,  Michigan     48167
         ----------------------------------                -------------
               (Street Address)  (City)                       (ZIP Code)

    c. The mailing address of the registered office IF DIFFERENT THAN 4B is:

                                                Michigan
          -----------------------------------,               ------------
          (Street Address or P.O. Box) (City)                 (ZIP Code)

5.  The above changes were authorized by resolution duly adopted by: 1. ALL
    CORPORATIONS: its Board of Directors; 2. PROFIT CORPORATIONS ONLY: the
    resident agent if only the address of the registered office is changed, in
    which case a copy of this statement has been mailed to the corporation; 3.
    LIMITED LIABILITY COMPANIES: an operating agreement, affirmative vote of a
    majority of the members pursuant to section 502(1), managers pursuant to
    section 405, or the resident agent if only the address of the registered
    office is changed.

6.  The corporation or limited liability company further states that the address
    of its registered office and the address of its resident agent, as changed,
    are identical.

Signature                   Type or Print Name and Title       Date Signed

/s/ [ILLEGIBLE]             Larry Karenko, Vice President      April 9, 2002

GOLD SEAL APPEARS ONLY ON ORIGINAL


                                                                    EXHIBIT 3.44

                                                                       EXHIBIT A

                                     BY-LAWS

                                       OF

                             CMI INTERNATIONAL, INC.

                             A MICHIGAN CORPORATION

1.       SHAREHOLDERS' MEETING

1.1      ANNUAL MEETING. The annual meeting of the Shareholders shall be held in
each year after the expiration of the fiscal year of the Corporation at such
time and place as shall be determined by the Board of Directors, for the purpose
of electing Directors and of transacting such other business as may properly be
brought before the meeting.

1.2      ORDER OF BUSINESS. The order of business at the Annual Meeting of the
Shareholders shall be as follows:

                  (a)      Roll call;

                  (b)      Reading of notice and proof of mailing;

                  (c)      Annual reports of officers consisting of discussion
of: balance sheet as of the end of the preceding fiscal year; statement of
income for such fiscal year and, if prepared by the Corporation, a statement of
source and application of funds for such fiscal year;

                  (d)      Election of Directors;

                  (e)      Transaction of other business as follows:

                                   Unfinished business
                                   New business; and

                  (f)      Adjournment

provided, that, in the absence of any objection, the presiding officer may
vary the order of business at his/her discretion.

1.3      SPECIAL MEETINGS. A Special Meeting of the Shareholders may be called
to be held at such time and place as may be designated by the Chairperson of the
Board, a majority of the Board of Directors, or not less than an aggregate of
ten percent (10%) of the outstanding shares of stock of the Corporation having
the right to vote at such Special Meeting.

         Upon receipt of a notification in writing setting forth the time, place
and purpose of such proposed Special Meeting, signed by the Chairperson of the
Board, a majority of the Board of Directors or not less than an aggregate of ten
percent (10%) of the



outstanding shares of stock of the Corporation having a right to vote at such
Special Meeting, the Secretary of this Corporation shall prepare, sign and mail
the notice requisite to such meeting.

1.4      NOTICE OF MEETINGS. Written notice of the time, place and purposes of
every meeting of the Shareholders of this Corporation shall be given, either
personally or by mail, not less than ten (10) nor more than sixty (60) days
before said meeting to each Shareholder of record of the Corporation entitled to
vote at such meeting. Notices shall state the authority pursuant to which they
are issued as, "by order of" the "Chairperson of the Board", "Board of
Directors", or "Shareholders".

1.5      WAIVER OF NOTICE. Notice of the time, place and purpose of any meeting
of the Shareholders of this Corporation may be waived by telegram, radiogram,
cablegram, or other writing either before or after such meeting has been held.

         A Shareholder's attendance at a meeting of Shareholders, in person or
by proxy, will result in (a) a waiver of objection to lack of notice or
defective notice of the meeting unless the Shareholder at the beginning of the
meeting objects to holding the meeting or transacting business at the meeting
and (b) waiver of objection to consideration of a particular matter at the
meeting that is not within the purpose or purposes described in the meeting
notice, unless the Shareholder objects to considering the matter when it is
presented.

1.6      QUORUM. At every meeting of the Shareholders, the holders of record of
a majority of the outstanding shares of stock of the Corporation entitled to
vote at such meeting, whether present in person or represented by proxy, shall
constitute a quorum. If less than a quorum shall be present at any meeting of
Shareholders, those holders of record of outstanding shares of stock of the
Corporation entitled to vote at such meeting, present in person or represented
by proxy, may adjourn the meeting from time to time without further notice other
than by announcement at the meeting, until a quorum shall have been obtained, at
which time any business may be transacted which might have been transacted at
the meeting as first convened, had there been a quorum.

1.7      RECORD DATE. The Board of Directors may fix in advance a date not
exceeding sixty (60) days nor less than ten (10) days preceding the original
date fixed for any meeting of Shareholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, as a record
date for the determination of the Shareholders entitled to notice of, and to
vote at, any such meeting, or entitled to receive payment of any such dividend,
or to any such allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock. In such case, such
Shareholders and

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                                       2


only such Shareholders as shall be Shareholders of record on the date so fixed
shall be entitled to such notice of, and to vote at, such meeting, or to receive
payment of such dividend, or to receive such allotment of rights, or to exercise
such rights, as the case way be, notwithstanding any transfer of any stock on
the books of the Corporation or otherwise after any such record date is fixed as
aforesaid. Nothing in this Section shall affect the rights of a Shareholder and
his/her transferee or transferor as between themselves.

1.8      INSPECTION OF LIST OF SHAREHOLDERS. The officer or agent having charge
of the stock transfer books for shares of the Corporation shall make and certify
a complete list of the Shareholders entitled to vote at a Shareholders meeting
or any adjournment thereof. The list shall:

                  (a)      Be arranged alphabetically within each class and
                  series, with the address of, and the number of shares held by,
                  each Shareholder.

                  (b)      Be produced at the time and place of the meeting.

                  (c)      Be subject to inspection by any Shareholder during
                  the whole time of the meeting.

                  (d)      Be prima facie evidence as to who are the
                  Shareholders entitled to examine the list or to vote at the
                  meeting.

1.9      INSPECTORS OF ELECTION. The Board, in advance of a Shareholders'
meeting, may appoint one or more inspectors to act at the meeting or any
adjournment thereof. If inspectors are not so appointed, the person presiding at
a Shareholders' meeting may, and on request of a Shareholder entitled to vote
thereat shall, appoint one (1) or more inspectors. In case a person appointed
fails to appear or act, the vacancy may be filled by appointment made by the
Board in advance of the meeting or at the meeting by the person presiding
thereat.

         The inspectors shall determine the number of shares outstanding and the
voting power of each, the share represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots or
consents, hear and determine challenges and questions arising in connection with
the right to vote, count and tabulate votes, ballots or consents, determine the
result, and do such acts as are proper to conduct the election or vote with
fairness to all Shareholders. On request of the person presiding at the meeting
or a Shareholder entitled to vote thereat, the inspectors shall make and execute
a written report to the person presiding at the meeting of any of the facts
found by them and matters determined by them.

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                                       3


1.10     VOTING RIGHTS. At all times, each holder of record of the common stock
of the Corporation shall be entitled to one vote for each share of common stock
standing in his/her name on the books of the Corporation, subject, however, to
the full effect of the limitations imposed by the fixed record date for
determination of Shareholders set forth elsewhere in this Article. A vote may be
cast either orally or in writing as determined by the Chairperson of the
meeting.

         When an action other than the election of Directors is to be taken by
vote of the Shareholders, it shall be authorized by a majority of the votes cast
by the holders of shares entitled to vote thereon unless a greater vote is
required by the Articles of Incorporation or by law. Directors shall be elected
by a plurality of the votes cast at an election.

1.11     VOTE BY SHAREHOLDER CORPORATION. Shares standing in the name of another
domestic or foreign corporation may be voted by an officer or agent, or by proxy
appointed by an officer or agent or by some other person, who by action of its
Board or pursuant to its by-laws shall be appointed to vote such shares.

1.12     ACTION BY UNANIMOUS WRITTEN CONSENT. Any action required or permitted
to be taken at an Annual or Special Meeting of Shareholders may be taken without
a meeting, without prior notice and without a vote, if before or after the
action all the Shareholders entitled to vote thereon consent thereto in writing.

1.13     ELECTRONIC PARTICIPATION. A Shareholder may participate in a meeting of
Shareholders by a conference telephone or by other similar communications
equipment through which all persons participating in the meeting may communicate
with the other participants. All participants shall be advised of the
communications equipment and the names of the participants in the conference
shall be divulged to all participants. Participation in a meeting pursuant to
this Section constitutes presence in person at the meeting.

2.       SHAREHOLDER INSPECTION OF BOOKS OF ACCOUNT AND STOCK BOOKS: REPORTS TO
         SHAREHOLDERS

2.1      BOOKS OF ACCOUNT AND STOCK BOOKS. The Corporation shall keep books and
records of account and minutes of the proceedings of the Shareholders, Board and
Executive Committee, if any, which may be kept in or outside this state. The
Corporation shall keep at its registered office, or at the office of its
transfer agent in or outside this state, records containing the names and
addresses of all Shareholders, the number, class and series of shares held by
each and the dates when they respectively became holders of record thereof. Any
of the books, records or minutes may be in written form or in any other form
capable of being converted into written

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                                       4


form within a reasonable time. The Corporation shall convert into written form
without charge any record not in written form upon written request of a person
entitled to inspect them.

2.2      FINANCIAL STATEMENTS. Upon written request of a Shareholder, the
Corporation shall mail to the Shareholder its balance sheet as of the end of the
preceding fiscal year; its statement of income for such fiscal year; and, if
prepared by the Corporation, its statement of source and application of funds
for such fiscal year.

2.3      EXAMINATION OF RECORDS. Any Shareholder of record, in person or by
attorney or other agent, has the right during the usual hours of business to
inspect for any proper purpose the Corporation's stock ledger, a list of its
Shareholders, and its other books and records, if the Shareholder gives the
Corporation written demand describing with reasonable particularity his or her
purpose and the records he or she desires to inspect, and the records sought are
directly connected with the purpose. A proper purpose shall mean a purpose
reasonably related to such person's interest as a Shareholder. The demand shall
be delivered to the Corporation at its registered office in this state or at its
principal place of business. In every instance where an attorney or other agent
shall be the person who seeks to inspect, the demand shall be accompanied by a
power of attorney or other writing which authorizes the attorney or other agent
to act on behalf of the Shareholder.

3.       SHARES

3.1      CERTIFICATES. Every Shareholder of this Corporation shall be entitled
to a certificate of his or her shares signed by the Chairperson of the Board,
Vice-Chairperson of the Board, President or a Vice-President and which may also
be signed by another officer of the Corporation. Each such certificate shall
state on its face that the Corporation is formed under the laws of this state,
the name of the person to whom issued, the number and class of Shares, and the
designation of the series, if any, which the certificate represents. If a
certificate is counter-signed by a transfer agent or registered by a registrar
acting on behalf of this Corporation, the signature of any such officers may be
facsimile.

3.2      TRANSFER. Shares shall be transferable only on the books of the
Corporation by the person named in the certificate, or by attorney lawfully
constituted in writing, and upon surrender of the certificates therefor. A
record shall be made of every such transfer and issue. Whenever any transfer is
made for collateral security and not absolutely, the fact shall be so expressed
in the entry of such transfer.

3.3      SHAREHOLDERS. The Corporation shall have the right to treat the
registered holder of any share as the absolute owner thereof, and shall not be
bound to recognize any equitable or other claim

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                                       5


to, or interest in, such share on the part of any other person, whether or not
the Corporation shall have express or other notice thereof, save as may be
otherwise provided by statute.

3.4      LIEN FOR STOCKHOLDERS INDEBTEDNESS. The Corporation shall have a lien
upon the shares of any holder thereof who is indebted to the Corporation in any
way and shall have the right to cancel the holder's right in such amount of the
shares as is equivalent to such indebtedness in payment and satisfaction thereof
and the discharge of such lien. Further, the Corporation shall have the right to
not accept any transfer of shares by the holder thereof which will impair the
security of its lien for the balance of the indebtedness then owing by such
holder to the Corporation.

3.5      TRANSFER AGENT AND REGISTRAR. The Board of Directors may appoint a
transfer agent and a registrar of transfer, and way require all certificates of
shares to bear the signature of such transfer agent and of such registrar of
transfers.

3.6      REGULATIONS. The Board of Directors shall have power and authority to
make such rules and regulations as the Board shall deem expedient regulating the
issue, transfer and registration of certificates for shares of this Corporation.

4.       BOARD OF DIRECTORS

4.1      NUMBER AND TERM OF OFFICE. The business, property and affairs of the
Corporation shall be managed by a Board of Directors composed of one (1) or more
members who need not be Shareholders. The number of Directors for the Board of
Directors shall be determined by a majority vote of the Shareholders. The first
Board of Directors shall hold office until the first annual meeting of
Shareholders. At the first annual meeting of Shareholders and at each annual
meeting thereafter, the Shareholders shall elect Directors to hold office until
the succeeding annual meeting. A Director shall hold office for the term for
which he or she is elected and until his or her successor is elected and
qualified, or until his or her resignation or removal. A Director may resign by
written notice to the Corporation. The resignation is effective upon its receipt
by the Corporation or a later time as set forth in the notice of resignation.

4.2      INDEPENDENT DIRECTOR. The Shareholders or Board may designate one (1)
or more Directors as an independent Director. Any Director so designated shall
be entitled to reasonable compensation in addition to compensation paid to
directors generally, as determined by the Shareholders, and reimbursement for
expenses reasonably related to performance of duties as an independent director.
An independent director must be elected by the shareholders and designated as
such by the Shareholders; have at least five (5) years of business, legal or
financial experience,

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                                       6


or other equivalent experience; not be, or during the three (3) years prior to
being designated an independent director has not been (i) an officer or employee
of the Corporation or any affiliate of the Corporation, (ii) engaged in any
business transaction for profit or series of transactions for profit involving
more than $10,000.00 with the Corporation or any affiliate of the Corporation,
(iii) an affiliate, executive officer, general partner, or member of the
immediate family of any person that had the status or engaged in a transaction
described in (i) and (ii) above; not propose to enter into a relationship or
transaction described in (i) through (iii) above; and not have an aggregate of
more than three (3) years of service as a director of the Corporation, whether
or not as an independent director.

4.3      VACANCIES. A vacancy occurring in the Board may be filled by the
Shareholders or the Board. A vacancy filled by the Board may be filled for a
term of office continuing only until the next election of Directors by the
Shareholders.

4.4      ANNUAL MEETINGS. At the place of holding the annual meeting of
Shareholders and immediately following the same, the Board of Directors as
constituted upon final adjournment of such Shareholder meeting shall convene
without notice for the purpose of electing officers and transacting any other
business properly brought before it; provided, that the annual meeting in any
year may be held at a different time and place than that herein provided by
consent of a majority of the Directors of such new Board.

4.5      REGULAR MEETINGS. Regular meetings of the Board of Directors shall be
held at such time and place as the Board of Directors shall from time to time
determine by resolution of the Board of Directors or by waiver of notice and
consent. No notice of regular meetings of the board shall be required.

4.6      SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by the Chairperson of the Board or a majority of the Directors in office
at the time of the call, whenever in his/her or their judgment it may be
necessary, by giving reasonable notice, either personally or by mail or
telegram, of the time and place of such meeting. Any action taken at any such
meeting shall not be invalidated for want of notice if such notice shall be
waived as herein provided.

4.7      WAIVER OF NOTICE. Notice of the time and place of any meeting of the
Board of Directors may be waived in writing or by telegram, radiogram, or
cablegram, either before or after such meeting has been held. A Director's
attendance at or participation in a meeting waives any required notice to him or
her of the meeting unless he or she at the beginning of the meeting, or upon his
or her arrival, objects to the meeting or the transacting of business at the
meeting and does not thereafter vote for or assent to any action taken at the
meeting.

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                                       7


4.8      PURPOSE. Neither the business to be transacted nor the purpose of a
regular or special meeting need be specified in the notice or waiver of notice
of the meeting.

4.9      ELECTRONIC PARTICIPATION. A Director may participate in a meeting of
the Board or of any committee designated by the Board by means of a conference
telephone or similar communications equipment through which all persons
participating in the meeting can communicate with the other participants.
Participation in a meeting pursuant to this subsection constitutes presence in
person at the meeting.

4.10     QUORUM. A majority of the Directors then in office, or of the members
of a committee thereof, constitutes a quorum for the transaction of business. If
there shall be less than a quorum present at any meeting of the Board of
Directors, a majority of the Directors present may adjourn the meeting from time
to time without notice other than announcement at the meeting until a quorum
shall be present, at which time any business may be transacted which might have
been transacted at the meeting as first convened had there been a quorum
present. The vote of the majority of the Directors present at any meeting of the
Board or committee thereof at which a quorum is present constitutes the action
of the Board or of the committee except that amendment of these By-Laws requires
the vote of not less than a majority of the members of the Board then in office.

4.11     APPOINTMENT OF COMMITTEES. The Board may designate one (1) or more
committees, each committee to consist of one (1) or more of the Directors of the
Corporation. The Board may designate one (1) or more rectors as alternate
members of a committee, who may replace an absent or disqualified member at a
meeting of the committee. In the absence or disqualification of a member of a
committee, the members thereof present at a meeting and not disqualified from
voting, whether or not they constitute a quorum, may unanimously appoint another
member of the Board to act at the meeting in place of such an absent or
disqualified member. A committee, and each member thereof, shall serve at the
pleasure of the Board.

4.12     POWERS OF COMMITTEES. A committee designated pursuant to Section 11 of
this Article, to the extent provided in the resolution of the Board, may
exercise all powers and authority of the Board in management of the business and
affairs of the Corporation. However, such a committee does not have power or
authority to do any of the following:

                  (a)      Amend the Articles of Incorporation;

                  (b)      Adopt an agreement of merger or consolidation;

                  (c)      Recommend to Shareholders the sale, lease or

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                                       8


                  exchange of all or substantially all of the Corporation's
                  property and assets;

                  (d)      Recommend to Shareholders a dissolution of the
                  Corporation or a revocation of a dissolution;

                  (e)      Amend the By-Laws of the Corporation;

                  (f)      Fill vacancies in the Board of Directors;

                  (g)      Fix compensation of the directors for serving on the
                  Board or on a committee; or

                  (h)      Declare a distribution, dividend or authorize the
                  issuance of stock (unless the resolution appointing the
                  committee expressly provides that the committee may do so).

4.13     ACTION BY UNANIMOUS WRITTEN CONSENT. Action required or permitted to be
taken pursuant to authorization voted at a meeting of the Board or a committee
thereof, may be taken without a meeting if, before or after the action, all
members of the Board then in office or of the committee consent to the action in
writing. The written consents shall be filed with the minutes of the proceedings
of the Board or the committee. The consent has the same effect as a vote of the
Board or committee for all purposes.

4.14     ELECTION OF OFFICERS. The Board of Directors of the Corporation shall
elect or appoint a president, a secretary and a treasurer and may elect or
appoint a chairman of the board. None of said officers, except the chairman of
the board, need be a director. The Board of Directors shall have the power to
appoint such other officers and agents as the board may deem necessary for the
transaction of the business of the Corporation, including the power to appoint
one or more vice-presidents and one or more attorneys-in-fact.

4.15     COMPENSATION. Reasonable compensation of Directors and Officers may be
fixed by the Board irrespective of any personal interest of any of them.

4.16     PAYMENTS TO BE REIMBURSED. Any payment made to an officer or employee
or any expense reimbursed on his or her behalf, which shall be disallowed in
whole or in part as a deductible expense by the Internal Revenue Service, shall
be reimbursed by such officer or employee to the Corporation to the full extent
of such disallowance. The Board of Directors shall enforce payment of each such
amount disallowed.

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                                       9


5.       DISTRIBUTIONS TO SHAREHOLDERS

5.1      SOURCES. The Board of Directors shall have the power and authority to
authorize the Corporation to make distributions to its Shareholders from any
source; provided, that no distribution may be made if, after giving it effect,
the Corporation would not be able to pay its debts as they become due in the
usual course of business, or the Corporation's total assets would be less than
the sum of its total liabilities, plus the amount that would be needed, if the
Corporation were to be dissolved at the time of the distribution, to satisfy the
preferential rights upon dissolution, if any, of Shareholders whose preferential
rights are superior to those receiving the distribution.

5.2      MANNER OF PAYMENT. Distributions may be paid in cash, in property, in
obligations of the Corporation.

5.3      SHARE DIVIDENDS. Shares of the Corporation may be issued pro rata and
without consideration to the Corporation's Shareholders or to the Shareholders
of one (1) or more classes or series.

6.       TRANSACTIONS WITH THE CORPORATION: LOANS TO DIRECTORS, OFFICERS OR
         EMPLOYEES

6.1      INTERESTED DIRECTOR OR OFFICER. A transaction in which a Director or
Officer is determined to have an interest shall not, because of the interest, be
enjoined, set aside, or give rise to an award of damages or other sanctions, in
a proceeding by a Shareholder or by or in the right of the Corporation if the
person interested in the transaction establishes any of the following:

                  (a)      The transaction was fair to the Corporation at the
                  time entered into;

                  (b)      The material facts of the transaction and the
                  Director's or officer's interest were disclosed or known to
                  the Board, a committee of the Board, or the independent
                  director or directors and the Board, committee or independent
                  director or directors authorized, approved or ratified the
                  transaction;

                  (c)      The material facts of the transaction and the
                  Director's or Officer's interest were disclosed or known to
                  Shareholders entitled to vote and they authorized, approved,
                  or ratified the transaction.

6.2      LOANS TO DIRECTORS, OFFICERS OR EMPLOYEES. The Corporation may lend
money to, or guarantee an obligation of, or otherwise assist an Officer or
employee of the Corporation or of its subsidiary, including an Officer or
employee who is a Director of the Corporation or its subsidiary, when, in the
judgment of the

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Board, the loan, guaranty or assistance may reasonably be expected to benefit
the Corporation or is pursuant to a plan authorizing loans, guarantees, or
assistance, which plan the Board has reasonably determined will benefit the
Corporation. The loan, guaranty or assistance may be with or without interest,
and may be unsecured, or secured in a manner as the Board approves, including
without limitation, a pledge of shares of stock of the Corporation. Nothing in
this section shall deny, limit or restrict the powers of guaranty or warranty of
the Corporation at common law or under any statute.

7.       OFFICERS

7.1      OFFICERS. The officers of the Corporation shall consist of a president,
secretary, treasurer and, if approved by the Board, a chairperson of the Board,
one or more vice-presidents and such other officers as may be determined by the
Board.

7.2      CHAIRPERSON OF THE BOARD. The Chairperson of the Board shall be
selected by and from the membership of the Board of Directors. He/she shall
preside at all meetings of the Shareholders and of the Board of Directors.

7.3      PRESIDENT. The President shall be the chief executive officer of the
Corporation. He/she shall, subject to the control of the Board of Directors,
have general and active management of the business of the Corporation, with such
general powers and duties of supervision and management as are usually vested in
the office of president of a corporation. He/she shall see that all orders and
resolutions of the Board of Directors are carried into effect, and shall have
such other powers and duties as may be assigned to him/her by the Board of
Directors.

7.4      VICE-PRESIDENTS. The Board of Directors may select one or more
vice-president who, subject to the control of the president, shall have such
powers and duties as may be assigned to each of them by the Board of Directors.

7.5      SECRETARY. The Secretary shall be selected by the Board of Directors.
Subject to the control of the Chairperson of the Board, he/she shall attend all
meetings of Shareholders and of the Board of Directors, and shall preserve in
books of the Corporation, true minutes of the proceedings of all such meetings.
He/she shall have such additional powers and duties as may be assigned to
him/her by the Board of Directors.

7.6      TREASURER. The Treasurer shall be selected by the Board of Directors.
Subject to the control of the President, he/she shall have custody of all
corporate funds and securities, and shall keep in books belonging to the
Corporation full and accurate accounts of all receipts and disbursements. He/she
shall deposit all monies,

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                                       11


securities and other valuable effects in the name of the Corporation in such
depositories as may be designated for the purpose by the Board of Directors.
He/she shall disburse the funds of the Corporation as may be ordered by the
Board, taking proper vouchers for such disbursements, and shall render to the
Chairperson of the Board and the Directors at regular meetings of the Board and
whenever requested by them and to the President, an account of all his
transactions as Treasurer. He/she shall in general perform all duties incident
to the office of treasurer, and shall have such additional powers and duties as
may be assigned to him/her by the Board of Directors.

7.7      TERM; REMOVAL OF OFFICERS AND AGENTS; RESIGNATION. AN officer elected
or appointed as herein provided shall hold office for the term for which he or
she is elected or appointed and until his/her successor is elected or appointed
and qualified, or until his/her resignation or removal. Any officer or agent may
be removed by the Board of Directors at any time, with or without cause. The
removal of an officer shall be without prejudice to his contract rights, if any.
The election or appointment of an officer does not of itself create contract
rights. An officer may resign by written notice to the Corporation. The
resignation is effective upon its receipt by the Corporation or at a subsequent
time specified in the notice of resignation.

8.       EXECUTION OF INSTRUMENTS

8.1      MONEY INSTRUMENTS. All checks, drafts and orders for payment of money
shall be signed in the name of the Corporation by such officer(s) or agent(s)
and in such manner including the use of facsimile signatures as the Board of
Directors shall from time to time designate for that purpose.

8.2      OTHER INSTRUMENTS. The Board of Directors shall have power to designate
the officers and agents (or a single officer or agent) who shall have authority
to execute any contract, conveyance or other instrument or document on behalf of
the Corporation. When the execution of any contract, conveyance or other
instrument or document has been authorized without specification of the
executing officers, the Chairperson of the Board or President may execute the
same in the name and on behalf of the Corporation, or any Vice-President, and
the Secretary or Assistant Secretary may execute the same in the name, and on
behalf of the Corporation.

9.       INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES

9.1      LIMITATION OF PERSONAL LIABILITY OF DIRECTORS. A director of the
Corporation shall not be personally liable to the Corporation or its
shareholders for monetary damages for breach of fiduciary duty. However, this
bylaw provision does not eliminate or limit

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                                       12


the liability of a director for any of the following:

         (a)      For any breach of the director's duty of loyalty to the
         Corporation or its shareholders;

         (b)      For acts or omissions not in good faith or that involve
         intentional misconduct or knowing violation of law;

         (c)      For a violation of Section 551(1} of the Michigan Business
         Corporation Act;

         (d)      For any transaction from which the director derived an
         improper personal benefit; or

         (e)      For any acts or omissions occurring before March 1, 1987.

9.2      INDEMNIFICATION; ACTIONS BY THIRD PARTIES (OTHER THAN BY STOCKHOLDERS).
The Corporation hereby indemnifies any person who was or is a party or is
threatened to be made a party to a threatened, pending nor completed action,
suit or proceeding, whether civil, criminal, administrative or investigative and
whether formal or informal, other than an action by or in the right of the
Corporation, by reason of the fact that he or she is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee or agent of
another foreign or domestic corporation, partnership, joint venture, trust or
other enterprise, whether for profit or not, against expenses, including
attorneys' fees, judgments, penalties, fines, and amounts paid in settlement
actually and reasonably incurred by him or her in connection with the action,
suit, or proceeding, if the person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
Corporation or its shareholders, and with respect to any criminal action or
proceeding, if the person had no reasonable cause to believe his or her conduct
was unlawful. The termination of an action, suit, or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, does not, of itself, create a presumption that the person did not
act in good faith and in a manner which he or she reasonably believed to be in
or not opposed to the best interests of the Corporation or its shareholders,
and, with respect to any criminal action or proceeding, had reasonable cause to
believe that his or her conduct was unlawful.

9.3      INDEMNIFICATIONS; ACTIONS BY OR IN RIGHT OF THE CORPORATION
(STOCKHOLDER ACTIONS). The Corporation hereby indemnifies a person who was or is
a party to or is threatened to be made a party to a threatened, pending, or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he or she is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of

BYLAWS-STANDARD LONG FORM

                                       13


the Corporation as a director, officer, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust or other enterprise,
whether for profit or not, against expenses, including actual and reasonable
attorneys' fees, and amounts paid in settlement incurred by the person in
connection with the action or suit, if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the Corporation or its shareholders. However, indemnification shall
not be made for a particular claim, issue, or matter in which the person has
been found liable to the Corporation unless and only to the extent that the
court in which the action or suit was brought has determined upon application
that, despite the adjudication of liability but in view of all circumstances,
the person is fairly and reasonably entitled to indemnification for the expenses
which the Court considers proper.

9.4      INDEMNIFICATION AGAINST EXPENSES; DIRECTORS, OFFICERS, EMPLOYEES, OR
AGENTS SUCCESSFUL IN DEFENSE OF PROCEEDINGS OR CLAIMS.

         (a)      To the extent that a director, officer, employee or agent of
         the corporation has been successful on the merits or otherwise in
         defense of an action, suit or proceeding referred to in 9.2 or 9.3 or
         in defense of a claim, issue or matter in the action, suit or
         proceeding, he or she shall be indemnified against expenses, including
         actual and reasonable attorneys' fees, incurred by him or her in
         connection with the action, suit or proceeding and an action, suit or
         proceeding brought to enforce the mandatory indemnification provided in
         this Section 9.

         (b)      An indemnification under paragraph 9.1 or 9.2, unless ordered
         by a court, shall be made by the Corporation only as authorized in the
         specific case upon a determination that indemnification of the
         director, officer, employee or agent is proper in the circumstances
         because he or she has met the applicable standard of conduct set forth
         in paragraph 9.1 or 9.2. This determination shall be made in any of
         the following ways:

                  (i)      By a majority vote of a quorum of the Board
                  consisting of directors who are not parties or threatened to
                  be made parties to the action, suit, or proceeding.

                  (ii)     If a quorum described in (i) is not obtainable, then
                  by a majority vote of a committee of directors who are not
                  parties to the action. The committee shall consist of not less
                  than two disinterested directors.

                  (iii)    By independent legal counsel in a written opinion.

                  (iv)     By the shareholders.

BYLAWS-STANDARD LONG FORM

                                       14


         (c)      If a person is entitled to indemnification under paragraph 9.2
         or 9.3 for a portion of expenses, including reasonable attorneys' fees,
         judgments, penalties, fines and amounts paid in settlement, but not for
         the total amount thereof, the Corporation shall indemnify the person
         for the portion of the expenses, judgments, penalties, fines or amounts
         paid in settlement for which the person is entitled to be indemnified.

9.5      ADVANCE PAYMENT; EXPENSE OF DIRECTOR, OFFICER, EMPLOYEE OR AGENT IN
DEFENDING ACTION OR PROCEEDING. Expenses incurred in defending a civil or
criminal action, suit or proceeding described in paragraph 9.2 or 9.3 shall be
paid by the Corporation in advance of the final disposition of the action, suit
or proceeding upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay the expense if it is ultimately determined
that the person is not entitled to be indemnified by the Corporation. The
undertaking shall be an unlimited general obligation of the person on whose
behalf advances are made but need not be secured.

9.6      INDEMNIFICATION NOT EXCLUSIVE.

         (a)      The indemnification or advancement of expenses provided under
         paragraphs 9.1 through 9.5 is not exclusive of other rights to which a
         person seeking indemnification or advancement of expenses may be
         entitled under the Corporation's Articles of Incorporation, Bylaws, or
         a contractual agreement. However, the total amount of expenses advanced
         or indemnified from all sources combined shall not exceed the amount of
         actual expenses incurred by the person seeking indemnification or
         advancement of expenses.

         (b)      The indemnification provided for in paragraphs 9.2 through 9.6
         continues as to a person who ceases to be a director, officer, employee
         or agent, and shall inure to the benefit of the heirs, executors and
         administrators of the person.

9.7      MERGER. For purposes of this Article, "Corporation" includes all
constituent corporations absorbed in a consolidation or merger and the
resulting, or surviving corporation, so that a person who is or was a director,
officer, employee, or agent of the constituent corporation or is or was serving
at the request of the constituent corporation as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise whether for profit or not
shall stand in the same position under the provisions of this paragraph with
respect to the resulting or surviving corporation as the person would if he or
she had served the resulting or surviving corporation in the same capacity.

BYLAWS-STANDARD LONG FORM

                                       15


10.      CORPORATE SEAL

         There shall be no corporate seal.

11.      FISCAL YEAR

         The fiscal year of the Corporation shall end on such date as the Board
of Directors shall specify.

12.      AMENDMENT OF BY-LAWS

         These by-laws may be altered, amended, added to, rescinded or repealed
by the affirmative vote of a majority of the Shares entitled to vote or, except
insofar as exercise of such power shall be contrary to the Articles of
Incorporation, by the Board of Directors.

Adopted: December 7, 1995

BYLAWS-STANDARD LONG FORM

                                       16


                                     BY-LAWS

                                       OF

                             CMI INTERNATIONAL, INC.

                             A Michigan Corporation

                                    ARTICLE I

                              SHAREHOLDERS MEETINGS

         Section 1. Annual Meeting. The Annual Meeting of the shareholders shall
be held in each year after the expiration of the fiscal year of the Corporation
at such time and place as shall be determined by the Board of Directors, for
the purpose of electing Directors and of transacting such other business as may
properly be brought before the meeting.

         Section 2. Order of Business. The order of business at the Annual
Meeting of the shareholders shall be as follows:

         (a)      Roll call;

         (b)      Reading of notice and proof of mailing;

         (c)      Annual reports of officers consisting of discussion of:
                  balance sheet as of the end of the preceding fiscal year;
                  statement of income for such fiscal year and if prepared by
                  the Corporation, a statement of source and application of
                  funds for such fiscal year;

         (d)      Election of Directors;

         (e)      Transaction of other business as follows:

                  Unfinished business
                  New business;

         (f)      Adjournment;

provided that in the absence of any objection, the presiding officer may vary
the order of business at his discretion.

                                       -1-



         Section 3. Special Meetings. A Special Meeting of the shareholders may
be called to be held at such time and place as may be designated by the Chairman
of the Board, a majority of the Board of Directors, or not less than an
aggregate of ten percent (10%) of the outstanding shares of stock of the
corporation having the right to vote at such Special Meeting.

         Upon receipt of a notification in writing setting forth the time, place
and purpose of such proposed Special Meeting, signed by the Chairman of the
Board, a majority of the Board of Directors or not less than an aggregate of ten
percent (10%) of the outstanding shares of stock of the Corporation having a
right to vote at such Special Meeting, the Secretary of this Corporation shall
prepare, sign and mail the notice requisite to such meeting.

         Section 4. Notice of Meetings. Written notice of the time, place and
purposes of every meeting of the shareholders of this Corporation shall be
given either personally or by mail not less than ten (10) nor more than sixty
(60) days before said meeting upon each shareholder of record of the corporation
entitled to vote at such meeting. Notices shall state the authority pursuant to
which they are issued as, "by order of" the "Chairman of the Board", "Board of
Directors", or "shareholders".

         Section 5. Waiver of Notice. Notice of the time, place and purpose of
any meeting of the shareholders of this Corporation may be waived by telegram,
radiogram, cablegram, or other writing either before or after such meeting has
been held.

         Attendance of a person at a meeting of shareholders, in person or by
proxy, constitutes a waiver of notice of the meeting, except when the
shareholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.

                                      -2-



         Section 6. Electronic Participation. A shareholder shall be deemed to
be present in person at a meeting of shareholders if such shareholder
participates in a meeting of shareholders by a conference telephone or similar
communications equipment by which all persons participating in the meeting can
hear each other and all participants are advised of the communications equipment
and the names of the participants in the conference are divulged to all
participants.

         Section 7. Quorum. At every meeting of the shareholders, the holders of
record of a majority of the outstanding shares of stock of the Corporation
entitled to vote at such meeting, whether present in person or represented by
proxy, shall constitute a quorum. If less than a quorum shall be present at any
meeting of shareholders, those holders of record of outstanding shares of stock
of the corporation entitled to vote at such meeting, present in person or
represented by proxy, may adjourn the meeting from time to time without further
notice other than by announcement at the meeting, until a quorum shall have been
obtained, at which time any business may be transacted which might have been
transacted at the meeting as first convened, had there been a quorum.

         Section 8. Record Date. The Board of Directors may fix in advance a
date not exceeding sixty (60) days nor less than ten (10) days preceding the
original date fixed for any meeting of shareholders, or the date for the payment
of any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect, as a
record date for the determination of the shareholders entitled to notice of, and
to vote at, any such meeting, or entitled to receive payment of any such
dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock. In such
case, such shareholders and only such shareholders as shall be shareholders of
record on the date so fixed shall be entitled to such notice of, and to vote at,
such meeting, or to receive payment of such

                                      -3-



dividend, or to receive such allotment of rights, or to exercise such rights, as
the case may be, notwithstanding any transfer of any stock on the books of the
Corporation or otherwise after any such record date is fixed as aforesaid.
Nothing in this Section shall affect the rights of a shareholder and his
transferee or transferor as between themselves.

         Section 9. Inspection of List of Shareholders. The officer or agent
having charge of the stock transfer books for shares of the Corporation shall
make and certify a complete list of the shareholders entitled to vote at a
shareholders meeting or any adjournment thereof. The list shall:

         (a)      Be arranged alphabetically within each class and series, with
                  the address of and the number of shares held by each
                  shareholder.

         (b)      Be produced at the time and place of the meeting.

         (c)      Be subject to inspection by any shareholder during the whole
                  time of the meeting.

         (d)      Be prima facie evidence as to who are the share-holders
                  entitled to examine the list or to vote at the meeting.

         Section 10. Inspectors of Election. The Board, in advance of a
shareholders meeting, may appoint one or more inspectors to act at the meeting
or any adjournment thereof. If inspectors are not so appointed, the person
presiding at a shareholders meeting may, and on request of a shareholder
entitled to vote thereat shall, appoint one (1) or more inspectors. In case a
person appointed fails to appear or act, the vacancy may be filled by
appointment made by the Board in advance of the meeting or at the meeting by the
person presiding thereat.

         The inspectors shall determine the number of shares outstanding and the
voting power of each, the shares represented at the meeting, the existence of a
quorum, the validity and effect

                                       -4-



of proxies, and shall receive votes, ballots or consents, hear and determine
challenges and questions arising in connection with the right to vote, count and
tabulate votes, ballots or consents, determine the result, and do such acts as
are proper to conduct the election or vote with fairness to all shareholders. On
request of the person presiding at the meeting or a shareholder entitled to vote
thereat, the inspectors shall make and execute a written report to the person
presiding at the meeting of any of the facts found by them and matters
determined by them.

         Section 11. Voting Rights. At all times, each holder of record of the
common stock of the Corporation shall be entitled to one vote for each share of
common stock standing in his name on the books of the Corporation, subject,
however, to the full effect of the limitations imposed by the fixed record date
for determination of shareholders set forth elsewhere in this Article. A vote
may be cast either orally or in writing as determined by the Chairman of the
meeting.

         When an action other than the election of Directors is to be taken by
vote of the shareholders, it shall be authorized by a majority of the votes cast
by the holders of shares entitled to vote thereon. Directors shall be elected by
a plurality of the votes cast at an election.

         Section 12. Vote by Shareholder Corporation. Shares standing in the
name of another domestic or foreign corporation may be voted by an officer or
agent, or by proxy appointed by an officer or agent or by some other person, who
by action of its board or pursuant to its by-laws shall be appointed to vote
such shares.

         Section 13. Action by Unanimous Written Consent. Any action required
or permitted to be taken at an Annual or Special Meeting of shareholders may be
taken without a meeting, without prior notice and without a vote, if all the
shareholders entitled to vote thereon consent thereto in writing.

                                       -5-



                                   ARTICLE II

                   SHAREHOLDER INSPECTION OF BOOKS OF ACCOUNT
                    AND STOCK BOOKS: REPORTS TO SHAREHOLDERS

         Section 1. Books of Account and Stock Books. The Corporation shall keep
books and records of account and minutes of the proceedings of the shareholders,
board and executive committee, if any. The Corporation shall keep at its
registered office, or at the office of its transfer agent within or without this
state, records containing the names and addresses of all share-holders, the
number, class and series of shares held by each and the dates when they
respectively became holders of record thereof. Any of such books, records or
minutes may be in written form or in any other form capable of being converted
into written form within a reasonable time. The Corporation shall convert into
written form without charge any such record not in such form upon written
request of a person entitled to inspect them.

         Section 2. Financial Statements. Within four months of the end of its
fiscal year, the Corporation shall mail to each shareholder its balance sheet as
of the end of the preceding fiscal year; its statement of income for such fiscal
year; and, if prepared by the Corporation, its statement of source and
application of funds for such fiscal year. The same shall be furnished to any
shareholder at any time upon written request from such shareholder.

         Section 3. Examination of Stock Books. A person who is a shareholder of
record of the Corporation, upon at least ten (10) days' written demand, may
examine for any proper purpose in person or by agent or attorney, during usual
business hours, its minutes of shareholders meeting and record of shareholders
and make extracts therefrom, at the places where they are kept.

                                       -6-



         Section 4. Circuit Court. The Corporation recognizes that upon proof by
a shareholder of a proper purpose, a circuit court may compel production for
examination by the shareholder of the books and records of account, minutes, and
record of shareholders of the Corporation, and may allow the shareholder to make
extracts therefrom.

                                   ARTICLE III

                                  CAPITAL STOCK

         Section 1. Certificates. Every shareholder of this Corporation shall be
entitled to a certificate of his shares signed by the President or Vice
president and the secretary or Assistant secretary, certifying the number and
class of shares represented by such certificate; provided that where such
certificate is signed by a transfer agent acting on behalf of this Corporation,
and by a registrar, the signature of any such president, Vice president,
secretary or Assistant Secretary may be facsimile.

         Section 2. Transfer. Shares shall be transferable only on the books of
the Corporation by the person named in the certificate, or by attorney lawfully
constituted in writing, and upon surrender of the certificates therefor. A
record shall be made of every such transfer and issue. Whenever any transfer is
made for collateral security and not absolutely, the fact shall be so ex-pressed
in the entry of such transfer.

         Section 3. Shareholders. The Corporation shall have the right to treat
the registered holder of any share as the absolute owner thereof, and shall not
be bound to recognize any equitable or other claim to, or interest in, such
share on the part of any

                                       -7-



other person, whether or not the Corporation shall have express or other notice
thereof, save as may be otherwise provided by statute.

         Section 4. Lien for Stockholders Indebtedness. The Corporation shall
have a lien upon the capital stock of any holder thereof who is indebted to the
Corporation in any way and shall have the right to cancel the holder's right in
such amount of the capital stock as is equivalent to such Indebtedness in
payment and satisfaction thereof and the discharge of such lien. Further, the
Corporation shall have the right to not accept any transfer of capital stock by
the holder thereof which will impair the security of its lien for the balance of
the indebtedness then owing by such holder to the Corporation.

         Section 5. Transfer Agent and Registrar. The Board of Directors may
appoint a transfer agent and a registrar of transfer, and may require all
certificates of shares to bear the signature of such transfer agent and of such
registrar of transfers.

         Section 6. Regulations. The Board of Directors shall have power and
authority to make such rules and regulations as the Board shall deem expedient
regulating the issue, transfer and registration of certificates for share of
this Corporation.

                                   ARTICLE IV

                               BOARD OF DIRECTORS

         Section 1. Number and Term of Office. The business, property and
affairs of the Corporation shall be managed by a Board of Directors composed of
one (1) or more members who need not be shareholders. The number of Directors
for the Board of Directors shall be determined as three (3) at the time of
adoption of these By-Laws, and thereafter, the number of Directors shall be
determined from time

                                      -8-



to time by resolution adopted by a majority of the Board. At each Annual Meeting
of shareholders, the shareholders shall elect Directors to hold office until the
succeeding Annual Meeting. A Director shall hold office for the term for which
he is elected and until his successor is elected and qualified, or until his
resignation or removal. A Director may resign by written notice to the
Corporation. The resignation is effective upon its receipt by the Corporation or
a subsequent time as set forth in the notice of resignation.

         Section 2. Vacancies. A vacancy occurring in the Board may be filled by
the affirmative vote of a majority of the remaining Directors though less than a
quorum of the Board. A directorship to be filled because of an increase in the
number of Directors or to fill a vacancy may be filled by the Board for a term
of office continuing only until the next election of Directors by the
shareholders.

         Section 3. Organizational Meeting. At the place of holding the Annual
Meeting of shareholders and immediately following the same, the Board of
Directors as constituted upon final adjournment of such Annual Meeting shall
convene without notice for the purpose of electing officers and transacting any
other business properly brought before it; provided, that the organizational
meeting in any year may be held at a different time and place than that herein
provided by consent of a majority of the Directors of such new Board.

         Section 4. Regular Meetings. Regular Meetings of the Board of Directors
shall be held at such time and place as the Board of Directors shall from time
to time determine by resolution of the Board of Directors or by Waiver of Notice
and Consent. NO notice of Regular Meetings of the Board shall be required.

         Section 5. Special Meetings. Special Meeting of the Board of Directors
may be called by the Chairman of the Board or



a majority of the Directors in office at the time of the call, whenever in his
or their judgment it may be necessary, by giving reasonable notice, either
personally or by mail or telegram, of the time and place of such meeting. Any
action taken at any such meeting shall not be invalidated for want of notice if
such notice shall be waived as herein provided.

         Section 6. Waiver of Notice. Notice of the time and place of any
meeting of the Board of Directors of this Corporation may be waived in writing
or by telegram, radiogram, or cablegram, either before or after such meeting has
been held.

         Section 7. Purpose. Neither the business to be transacted nor the
purpose of a Regular or Special Meeting need be specified in the notice or
waiver of notice of the meeting.

         Section 8. Electronic Participation. A member of the Board or a
committee designated by the Board may participate in a meeting by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other. Participation in a
meeting pursuant to this subsection constitutes presence in person at the
meeting.

         Section 9. Quorum. A majority of the Directors in office or of the
members of a committee thereof at the time of a meeting of the Board shall
constitute a quorum for the transaction of business. If there shall be less than
a quorum present at any meeting of the Board of Directors, a majority of the
Directors present may adjourn the meeting from time to time without notice other
than announcement at the meeting until a quorum shall be present, at which time
any business may be transacted which might have been transacted at the meeting
as first convened had there been a quorum present. The acts of a majority of the
Directors present at any meeting at which a quorum is present shall be the acts
of the Board or of the committee except that amendment of the

                                      -10-



By-Laws requires the vote of not less than a majority of the members of the
Board then in office.

         Section 10. Appointment of Committees. The Board may designate one (1)
or more committees, each committee to consist of one (1) or more of the
Directors of the Corporation. The Board may designate one (1) or more Directors
as alternate members of a committee, who may replace an absent or disqualified
member at a meeting of the committee. In the absence or disqualification of a
member of a committee, the members thereof present at a meeting and not
disqualified from voting, whether or not they constitute a quorum, may
unanimously appoint another member of the Board to act at the meeting in place
of such an absent or disqualified member. A committee, and each member thereof,
shall serve at the pleasure of the Board.

         Section 11. Powers of Committees. A committee to the extent provided in
the resolution of the Board, may exercise all powers and authority of the Board
in management of the business and affairs of the Corporation. However, such a
committee does not have power or authority to:

         (a)      Amend the Articles of Incorporation;

         (b)      Adopt an agreement of merger or consolidation;

         (c)      Recommend to shareholders the sale, lease or exchange of all
                  or substantially all of the Corporation's property and assets;

         (d)      Recommend to shareholders a dissolution of the Corporation or
                  a revocation of a dissolution;

         (e)      Amend the By-Laws of the Corporation;

         (f)      Fill vacancies in the Board of Directors;

         (g)      Fix compensation of the Directors for serving on the Board or
                  on a committee; or

         (h)      Declare a stock dividend or authorize the issuance of stock
                  (unless the resolution appointing the

                                      -11-



             committee expressly provided that the committee may do so).

         Section 12. Action by Unanimous Written Consent. Action required or
permitted to be taken pursuant to authorization voted at a meeting of the Board
or a committee thereof, may be taken without a meeting if, before or after the
action, all members of the Board or of the committee consent thereto in writing.
The written consents shall be filed with the minutes of the proceedings of the
Board or the committee. The consent has the same effect as a vote of the Board
or committee for all purposes.

         Section 13. Election of Officers. The Board of Directors of the
Corporation shall select a President, a Secretary and a Treasurer and may elect
a Chairman of the Board. None of said officers, except the Chairman of the
Board, need be a Director. The Board of Directors shall have the power to
appoint such other officers and agents as the Board may deem necessary for the
trans-action of the business of the Corporation, including the power to appoint
one or more Vice Presidents and one or more attorneys-in-fact to convey or deal
with corporate real estate.

         Section 14. Removal of Officers and Agents. Any officer or agent may be
removed by the Board of Directors at any time, with or without cause. The
removal of an officer shall be without prejudice to his contract rights, if any.
The election or appointment of an officer does not of itself create contract
rights.

         Section 15. Compensation. Reasonable compensation of Directors and
officers may be fixed by the Board.

         Section 16. Payments to be Reimbursed. Any payments made to an officer
or employee of the Corporation such as salary, commission, bonus, interest, or
rent, or entertainment expense incurred by him, which shall be disallowed in
whole or in part as a deductible expense by the Internal Revenue Service, shall
be

                                      -12-


reimbursed by such officer or employee to the Corporation to the full extent of
such disallowance. The Directors shall enforce payment of each amount
disallowed. In lieu of payment by the officer or employee, subject to the
determination of the Directors, proportionate amounts may be withheld from his
future compensation payments until the amount owed to the Corporation has been
recovered.

                                    ARTICLE V

                             DIVIDENDS AND RESERVES

         Section 1. Sources. The Board of Directors shall have power and
authority to declare dividends from the following sources:

         (a)      From Earned Surplus (including current earnings);

         (b)      From Capital Surplus (including from appreciation of the value
                  of the assets of the Corporation);

         (c)      From any other source or sources which may be permitted by
                  statute.

         Section 2. Manner of Payment. Dividends may be paid in cash, in
property, in obligations of the Corporation, or in shares of the capital stock
of the Corporation.

         Section 3. Reserves. The Board of Directors shall have power and
authority to set apart, out of any funds available for dividends, such reserve
or reserves for any proper purpose, as the Board in its discretion shall
approve; and the Board shall have power and authority to abolish any reserve
created by the Board.

                                      -13-


                                   ARTICLE VI

                       TRANSACTIONS WITH THE CORPORATION:
                    LOANS TO DIRECTORS, OFFICERS OR EMPLOYEES

         Section 1. Interested Directors. A contract or other transaction
between the Corporation and one or more of its Directors or officers, or between
the Corporation and a foreign or domestic corporation, firm or association of
any type or kind in which one or more of its directors or officers are directors
or officers, or are otherwise interested, is not void or voidable solely because
of such common directorship, officership or interest, or Solely because such
directors are present at the meeting of the Board or committee thereof which
authorizes or approves the contract or transaction, or soley because their votes
are counted for such purpose if any of the following conditions is satisfied:

         (a)      The contract or other transaction is fair and reasonable to
                  the Corporation when it is authorized, approved or ratified;

         (b)      The material facts as to his relationship or interest and as
                  to the contract or transaction are disclosed or known to the
                  Board or committee and the Board or committee authorizes,
                  approves or ratifies the contract or transaction by a vote
                  sufficient for the purpose without counting the vote of any
                  common or interested director;

         (c)      The material facts as to his relationship or interest and as
                  to the contract or transaction are disclosed or known to the
                  shareholders, and they authorize, approve or ratify the
                  contract or transaction.

         Section 2. Loans to Directors, Officers, or Employees. The Corporation
may lend money to, or guarantee an obligation of, or otherwise assist an officer
or employee of the Corporation or of its subsidiary, including an officer or
employee who is a Director of the Corporation or its subsidiary, when, in the
judgments of the Board, the loan, guaranty or assistance may reasonably be
expected to benefit the Corporation. The loan, guaranty

                                      -14-


or assistance may be with or without interest, and may be unsecured or secured
in such manner as the Board approves, including without limitation, a pledge of
shares of stock of the Corporation. Nothing in this section shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the Corporation at
common law or under any statute.

                                   ARTICLE VII

                                    OFFICERS

         Section 1. Chairman of the Board. The Chairman of the Board shall be
selected by and from the membership of the Board of Directors. He shall preside
at all meetings of the shareholders and of the Board of Directors.

         Section 2. President. The president shall be the chief executive
officer of the Corporation. He shall, subject to the control of the Board of
Directors, have general and active management of the business of the
Corporation, with such general powers and duties of supervision and management
as are usually vested in the office of president of a corporation. He shall see
that all orders and resolutions of the Board of Directors are carried into
effect, and shall have such other powers and duties as may be assigned to him by
the Board of Directors.

         Section 3. Vice Presidents. The Board of Directors may select one or
more vice presidents who, subject to the control of the President, shall have
such powers and duties as may be assigned to each of them by the Board of
Directors.

         Section 4. Secretary. The Secretary shall be selected by the Board of
Directors. Subject to the control of the Chairman of the Board, he shall attend
all meetings of shareholders and of

                                      -15-


the Board of Directors, and shall preserve in books of the Corporation, true
minutes of the proceedings of all such meetings. He shall have such additional
powers and duties as may be assigned to him by the Board of Directors.

         Section 5. Treasurer. The Treasurer shall be selected by the Board of
Directors. Subject to the control of the President, he shall have custody of all
corporate funds and securities, and shall keep in books belonging to the
Corporation full and accurate accounts of all receipts and disbursements. He
shall deposit all moneys, securities and other valuable effects in the name of
the Corporation in such depositories as may be designated for the purpose by the
Board of Directors. He shall disburse the funds of the Corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the Chairman of the Board and the Directors at regular meetings of the
Board and whenever requested by them and to the President, an account of all his
transactions as Treasurer. He shall in general perform all duties incident to
the office of Treasurer, and shall have such additional powers and duties as may
be assigned to him by the Board of Directors.

                                  ARTICLE VIII

                            EXECUTION OF INSTRUMENTS

         Section 1. Money Instruments. All checks, drafts and orders for payment
of money shall be signed in the name of the Corporation, and shall be
countersigned by such officers or agents and in such manner including the use of
facsimile signatures as the Board of Directors shall from time to time designate
for that purpose.

         Section 2. Other Instruments. The Board of Directors shall have power
to designate the officers and agents who shall

                                      -16-


have authority to execute any contract, conveyance or other instrument or
document on behalf of the Corporation. When the execution of any contract,
conveyance or other instrument or document has been authorized without
specification of the executing officers, the Chairman of the Board or President
may execute the same in the name and on behalf of the Corporation, or any Vice
President, and the Secretary or Assistant Secretary may execute the same in the
name and on behalf of the Corporation.

                                   ARTICLE IX

                          INDEMNIFICATION OF OFFICERS,
                         DIRECTORS, EMPLOYEES AND AGENTS

         Section 1. Indemnification; Actions by Third Parties. The Corporation
hereby indemnifies any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Corporation), by reason of the fact that he is or was
a director, officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation or its shareholders, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation or its

                                      -17-


shareholders, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

         Section 2. Indemnification; Actions by or in Right of the Corporation.
The Corporation hereby indemnifies any person who was or is a party to OR is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation or its shareholders and except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the Corporation unless and only to the extent that the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper.

         Section 3. Indemnification Against Expenses; Directors, Officers,
Employees, or Agents Successful in Defense of Proceedings or Claims.

         1.       To the extent that a director, officer, employee or agent of
the Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in sections 1 or 2 or in defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including

                                      -18-


attorneys' fees) actually and reasonably incurred by him in connection
therewith.

         2.       Any indemnification under sections 1 or 2 (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in sections 1 and 2. Such determination shall be made in
either of the following ways:

         (a)      By the board by a majority vote of a quorum consisting of
                  directors who were not parties to such action, suit or
                  proceeding.

         (b)      If such quorum is not obtainable, or, even if obtainable, a
                  quorum of disinterested directors so directs, by independent
                  legal counsel in a written opinion.

         (c)      By the shareholders.

         Section 4. Advance Payment; Expense of Director, Officer, Employee, or
Agent in Defending Action or Proceeding. Expenses incurred in defending a civil
or criminal action, suit or proceeding described in sections 1 or 2 may be paid
by the Corporation in advance of the final disposition of such action, suit or
proceeding as authorized in the manner provided in subsection (2) of section 3
upon receipt of an undertaking by or on behalf of the director, officer,
employee or agent to repay such amount unless it shall ultimately be determined
that he is entitled to be indemnified by the Corporation.

         Section 5. Validity of Indemnification Provisions in Articles, Bylaws,
Resolutions, or Agreements. A provision made to indemnify directors or officers
in any action, suit or proceeding referred to in sections 1 or 2, whether
contained in the articles of incorporation, the bylaws, a resolution of
shareholders or directors, an agreement or otherwise, shall be invalid only
insofar as it is in conflict with sections 1 to 5.

                                      -19-


Nothing contained in sections 1 to 5 shall affect any rights to indemnification
to which persons other than directors and officers may be entitled by contract
or otherwise by law. The indemnification provided in sections l to 5 continues
as to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of such
person.

         Section 6. Liability Insurance for Directors, Officers. Employees, or
Agents. The Corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity or arising out of his status as such,
whether or not the Corporation would have power to indemnify him against such
liability under sections 1 to 5.

         Section 7. Definitions. For the purposes of sections 1 to 6 "other
enterprises" shall include employee benefit plans; "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
"serving at the request of the Corporation" shall include any service as a
director, officer, employee, or agent of the Corporation which imposes duties
on, or involves services by, the director, officer, employee, or agent with
respect to an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner he or she reasonably believed to
be in the interest of the participants and beneficiaries of an employee benefit
plan shall be considered to have acted in a manner "not opposed to the best
interests of the Corporation or its shareholders" as referred to in sections 1
and 2.

                                      -20-


                                    ARTICLE X

                                 CORPORATE SEAL

         There shall be no corporate seal.

                                   ARTICLE XI

                                   FISCAL YEAR

         The fiscal year of the Corporation shall end on such date as the Board
of Directors shall specify.

                                   ARTICLE XII

                              AMENDMENT OF BY-LAWS

         The Board of Directors of the Corporation shall have power to alter,
amend, add to, rescind or repeal the By-Laws of the Corporation by the
affirmative vote of the majority of the Directors in office.

                                      -21-


                                                                    EXHIBIT 3.45

- --------------------------------------------------------------------------------
      MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
Date Received
JAN 20 1994     Adjusted per telephone               (FOR BUREAU USE ONLY)
                authorization from
- --------------------------------------
                David Tennent.                               FILED

                                                          JAN 27 1994

                                                         Administrator
                                                 MICHIGAN DEPARTMENT OF COMMERCE
                                                Corporation & Securities Bureau
- --------------------------------------
Name
  David L. Tennent
- -----------------------------------------------------
Address
  801 W. Big Beaver Rd, Ste. 500
- -----------------------------------------------------
City        State     ZIP Code
    Troy      MI        48084
- -----------------------------------------------------     EFFECTIVE DATE:

- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE. -

                       RESTATED ARTICLES OF INCORPORATION
                    FOR USE BY DOMESTIC PROFIT CORPORATIONS
            (Please read information and instructions on last page)

         Pursuant to the provisions of Act 284, Public Acts of 1972, the
undersigned corporation executes the following Articles:

1.   The present name of the corporation is: CMI - PRECISION MOLD, INC.

2.   The corporation identification number assigned by the Bureau is:
     169-300

3.   All former names of the corporation are: MICHIGAN PERMOLD, INC.
                                              MICHIGAN PERMANENT MOLD, INC.
                                              CMI-PERMANENT MOLD, INC.

4.   The data of filing the original Articles of Incorporation was: 6/8/79

     The following Restated Articles of Incorporation supersede the Articles of
     Incorporation as amended and shall be the Articles of Incorporation for the
     corporation:

ARTICLE I

The name of the corporation is: CMI-PRECISION MOLD, INC.

ARTICLE II

The purpose or purposes for which the corporation is formed are: To engage in
     any activity within the purposes for which corporations may be formed under
     the Business Corporation Act of Michigan.

GOLD SEAL APPEARS ONLY ON ORIGINAL



ARTICLE III

The total authorized shares:

     Common shares 50,000        Preferred shares_____________________________

     A statement of all or any of the relative rights, preferences and
     limitations of the shares of each class is as follows:

ARTICLE IV

1. The address of the current registered office is:

30333 Southfield Road               Southfield     , Michigan        48076
- --------------------------------------------------             ----------------
(STREET ADDRESS)                      (CITY)                       (ZIP CODE)

2. The mailing address of the current registered office it different than above:

________________________________________________ , Michigan  ________________
(P.O. BOX)                           (CITY)                       (ZIP CODE)

3. The name of the current resident agent is:   Ray H. Witt

ARTICLE V (Optional. Delete if not applicable.)

When a compromise or arrangement or a plan of reorganization of this corporation
is proposed between this corporation and its creditors or any class of them or
between this corporation and its shareholders or any class of them, a court of
equity jurisdiction within the state, on application of this corporation or of a
creditor or shareholder thereof, or on application of a receiver appointed for
the corporation, may order a meeting of the creditors or class of creditors or
of the shareholders or class of shareholders to be affected by the proposed
compromise or arrangement or reorganization, to be summoned in such manner as
the court directs. If a majority in number representing 3/4 in value of the
creditors or class of creditors, or of the shareholders or class of shareholders
to be affected by the proposed compromise or arrangement or a reorganization,
agree to a compromise or arrangement or a reorganization of this corporation as
a consequence of the compromise or arrangement, the compromise or arrangement
and the reorganization, if sanctioned by the court to which the application has
been made, shall be binding on all the creditors or class of creditors, or on
all the shareholders or class of shareholders and also on this corporation.

ARTICLE VI (Optional. Delete if not applicable.)

Any action required or permitted by the Act to be taken at an annual or special
meeting of shareholders may be taken without a meeting, without prior notice and
without a vote, if consents in writing, setting forth the action so taken, are
signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote on the action were present and
voted. The written consents shall bear the date of signature of each shareholder
who signs the consent. No written consents shall be effective to take the
corporate action referred to unless, within 60 days after the record date for
determining shareholders entitled to express consent to or to dissent from a
proposal without a meeting, written, consents signed by a sufficient number of
shareholders to take the action are delivered to the corporation. Delivery shall
be to the corporation's registered office, its principal place of business, or
an officer or agent of the corporation having custody of the minutes of the
proceedings of its shareholders. Delivery made to a corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested.

Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to shareholders who have not
consented in writing.

GOLD SEAL APPEARS ONLY ON ORIGINAL



ARTICLE VII (Additional provisions, if any, may be inserted here; attach
additional pages if needed.)

              SEE ADDENDUM ATTACHED HERETO AND MADE A PART HEREOF

5.   COMPLETE SECTION (a) IF THE RESTATED ARTICLES WERE ADOPTED BY THE UNANIMOUS
     CONSENT OF THE INCORPORATORS BEFORE THE FIRST MEETING OF THE BOARD OF
     DIRECTORS: OTHERWISE, COMPLETE SECTION (b)

a.  [ ]   These Restated Articles of Incorporation were duly adopted on the____
          _____ day of________,19_______ , in accordance with the provisions of
          Section 642 of the Act by the unanimous consent of the incorporators
          before the first meeting of the Board of Directors.

          Signed this________day of_______________________________ , 19________

          _______________________________  ____________________________________

          _______________________________  ____________________________________

    (SIGNATURES OF INCORPORATORS: TYPE OR PRINT NAME UNDER EACH SIGNATURE)

b.  [x]   These Restated Articles of Incorporation were duly adopted on the 14TH
          day of JANUARY, 1994, in accordance with the provisions of Section 642
          of the Act and: (check one of the following)

          [ ]   were duly adopted by the Board of Directors without a vote of
                the shareholders. These Restated Articles of incorporation only
                restate and integrate and do not further amend the provisions of
                the Articles of incorporation as heretofore amended and there is
                no material discrepency between those provisions and the
                provisions of these Restated Articles.

          [ ]   were duly adopted by the shareholders. The necessary number of
                shares as required by statute were voted in favor of these
                Restated Articles.

          [ ]   were duly adopted by the written consent of the shareholders
                having not less than the minimum number of votes required by
                statute in accordance with Section 407(1) of the Act. Written
                notice to shareholders who have not consented in writing has
                been given. (Note: Written consent by less than all of the
                shareholders is permitted only if such provision appears in
                the Articles of incorporation.)

          [x]   were duly adopted by the written consent of all the shareholders
                entitled to vote in accordance with Section 407(2) of the Act.

                                Signed this 14 day of January, 1994

                                By /s/ Richard A. Nawrocki
                                   -----------------------
                                        (SIGNATURE)

                                Richard A. Nawrocki         Vice President
                                --------------------     ---------------------
                                (TYPE OR PRINT NAME)     (TYPE OR PRINT TITLE)

GOLD SEAL APPEARS ONLY ON ORIGINAL



              ATTACHMENT TO RESTATED ARTICLES OF INCORPORATION OF
                            CMI-PRECISION MOLD, INC.

ARTICLE VII

(1) A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for a breach of fiduciary
duty as a director, except for liability: (a) for any breach of the director's
duty of loyalty to the corporation or its shareholders; (b) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (c) for a violation of Section 551(1) of the Michigan Business
Corporation Act; (d) for any transaction from which the director derived an
improper personal benefit; or (e) for any act or omission occurring prior to the
date of the approval of this Article. In the event the Michigan Business
Corporation Act is amended after the approval of this Article to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the corporation shall be
eliminated or limited to the fullest extent permitted by the Michigan Business
Corporation Act, as so amended. Any repeal, modification or adoption of any
provision in these Articles of Incorporation inconsistent with this Article
shall not adversely affect any right or protection of a director of the
corporation existing at the time of such repeal, modification or adoption.

(2) Directors and officers of the corporation shall be indemnified as of right
to the fullest extent now or hereafter permitted by law in connection with any
actual or threatened civil, criminal, administrative or investigative action,
suit or proceeding (whether formal or informal and whether brought by or in the
name of the corporation, a subsidiary or otherwise) arising out of: (a) any
actual or alleged act or omission at any time as a director or officer of the
corporation, a subsidiary, or any organization for which the person is serving
at the request of the corporation; (b) their past, present or future status as a
director of officer of the corporation, a subsidiary or any organization for
which the person is serving at the request of the corporation. Persons who are
not directors or officers of the corporation may be similarly indemnified in
respect of such service to the extent authorized at any time by the board of
directors of the corporation. The provisions of this Article shall be applicable
to directors and officers who have ceased to render such service and shall inure
to the benefit of their heirs, executors and administrators. The right of
indemnity provided herein shall not be exclusive, and the corporation may
provide indemnification to any person, by agreement or otherwise, on such terms
and conditions as the board of directors of the corporation may approve. Any
agreement for indemnification of any director, officer, employee or other person
may provide indemnification rights which are broader or otherwise different than
those set forth in the Michigan Business Corporation Act.

GOLD SEAL APPEARS ONLY ON ORIGINAL



- --------------------------------------------------------------------------------
             MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
              CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received                  (FOR BUREAU USE ONLY)
OCT 07 1996
- -----------
                                                       FILED

                                                    OCT 08 1996

                                                   Administrator
                                    MI DEPT. OF CONSUMER & INDUSTRY SERVICES
                                CORPORATION SECURITIES & LAND DEVELOPMENT BUREAU

         EXPIRATION DATE: DECEMBER 31, 2001
- --------------------------------------------------------------------------------
                     CERTIFICATE OF RENEWAL OF ASSUMED NAME
                            FOR USE BY CORPORATIONS
           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations) or Act 162, Public Acts of 1982 (nonprofit corporations), the
corporation in item one executes the following Certificate:

1.   The corporate name, resident agent, and mailing address of its registered
     office are:

         CMI-PRECISION MOLD, INC.
         RAY H. WITT                                             169300
         30333 SOUTHFIELD                                ---------------------
         SOUTHFIELD MI 48076                             Identification Number

2.   The assumed name under which business is transacted is:

          CMI-PERMANENT MOLD

3.   The registration of the assumed name is extended for a period expiring on
     December 31 of the fifth full calendar year following the year in which
     this renewal is filed, unless sooner terminated.

          Signed this 3rd day of October, 1996

          By /s/ Larry D. Schwentor
             ----------------------------
                 (Signature)

           Larry D. Schwentor      Corporate Secretary
          --------------------    ---------------------
          (Type of Print Name)    (Type of Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL



                        CORPORATION INFORMATION UPDATE

                            (formerly Annual Report)

                                      1998

[ ] TO CERTIFY THERE ARE NO CHANGES FROM YOUR PREVIOUS FILLING CHECK THIS BOX
    AND SKIP TO ITEM 6. FILING FEE: $15.00

                               FOR BUREAU USE ONLY

     169300            THE OFFICE IS LOCATED AT:  RETURN TO:
                            6546 MERCANTILE WAY      MICHIGAN DEPARTMENT OF
                            LANSING MI 48910         CONSUMER AND INDUSTRY
                            (517) 334-6300           SERVICES CORPORATION,
IDENTIFICATION NUMBER                                SECURITIES AND LAND
                                                     DEVELOPMENT BUREAU
                                                     P.O. BOX 30057
                                                     LANSING MI 48909-7557
- -------------------------------------------------------------------------------
Corporate Name and Mailing Address
         CMI-PRECISION MOLD, INC.
         30333 SOUTHFIELD
         SOUTHFIELD MI 48076

                                                 FILED BY DEPARTMENT JUN 30 1998
- --------------------------------------------------------------------------------
Registered Office Address in Michigan - NO., STREET, CITY, ZIP    Resident Agent
     30333 SOUTHFIELD                                               RAY H. WITT
     SOUTHFIELD                                     48076
- --------------------------------------------------------------------------------
IF THERE ARE CHANGES FROM YOUR PREVIOUS FILING, YOU MUST COMPLETE ITEMS 1
THROUGH 6.
- --------------------------------------------------------------------------------
1. Mailing address of registered              2. Resident Agent if different
   office if different that preprinted           than above
   information above                                  Richard A. Nawrocki
- --------------------------------------------------------------------------------
3. Address of registered office if different than preprinted information above -
   NO., STREET, CITY, ZIP
- --------------------------------------------------------------------------------
4. Describe the general nature and kind of business in which the corporation is
   engaged:



- ----------------------------------------------------------------------------------------------
5.                      NAME                           BUSINESS OR RESIDENCE ADDRESS
- ----------------------------------------------------------------------------------------------
                                                                
           President
                   Richard A. Nawrocki          30333 Southfield Rd.     Southfield, MI 48076
           -----------------------------------------------------------------------------------
           Vice President
   if              Robert Fiolek                30333 Southfield Rd.     Southfield, MI 48076
different  -----------------------------------------------------------------------------------
  than     Secretary
President          Larry Schwentor              30333 Southfield, Rd.    Southfield, MI 48076
           -----------------------------------------------------------------------------------
           Treasurer
           & Vice President  Renee Weinman      30333 Southfield Rd.     Southfield, MI 48076
- ----------------------------------------------------------------------------------------------
           Director
   if              Ray H. Witt                  30333 Southfield Rd.     Southfield, MI 48076
different  -----------------------------------------------------------------------------------
   them    Director
  Office           Robert Herr                  30333 Southfield Rd.     Southfield, MI 48076
           -----------------------------------------------------------------------------------
           Director
                   Gary F. Ruff                 30333 Southfield Rd.     Southfield, MI 48076


The corporation states that the address of its registered office and the address
of the business office of its resident agent are identical. Any changes were
authorized by resolution duly adopted by its board of directors.

If space is insufficient, you may include additional pages. PLEASE DO NOT STAPLE
ADDITIONAL PAGES TO THIS REPORT. ENCLOSE $15.00 MADE PAYABLE TO THE STATE OF
MICHIGAN. THIS REPORT MUST BE FILED ON OR BEFORE MAY 15

6. Signature of an authorized      Title                 Date
   officer or agent of the
   corporation                     Secretary            5/11/98

/s/ [ILLEGIBLE]

Required by Section 911 Act 284, Public Acts of 1972, as amended, Failure to
file this report may result in the dissolution of the corporation.

                                                                     MAY 14 1998
GOLD SEAL APPEARS ONLY ON ORIGINAL



C&S 515(Rev. 6/96)
- --------------------------------------------------------------------------------
             MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
              CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received                                   (FOR BUREAU USE ONLY)
     JUN 21 1999
- ---------------------

- -------------------------------------
Name                                                        FILED

      Ph. 517--663--2525 Ref. # 94118                    JUN 21 1999

Add   Attn: Chery1 J. Bixby                             Administrator
      MICHIGAN RUNNER SERVICE                CORP. SECURITIES & LAND DEV. BUREAU
      P.O. Box 266
City  Eaton Rapids, MI 48827                     EFFECTIVE DATE:
- -------------------------------------
- - Document will be returned to the name and address you enter above -

           CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
                    FOR USE BY DOMESTIC PROFIT CORPORATIONS
          (Please read Information and instructions on the last page)

     Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:

1. The present name of the corporation is: CMI - PRECISION MOLD, INC.

2. The identification number assigned by the Bureau is: [169-300]

3. The location of its registered office is:

30333 Southfield Road             Southfield      Michigan        48076
- ----------------------------------------------,                ----------------
(Street Address)                    (City)                      (Zip Code)

4. Article I of the Articles of incorporation is hereby amended to read as
follows: The name of the corporation is HAYES LEMMERZ INTERNATIONAL - BRISTOL.,
INC.

Article IV of the Articles of Incorporation is hereby amended to read as
follows:

1. The address of the registered office is 15300 Centennial Drive, Northville,
Michigan 48167.

3. The name of the resident agent at the registered office is Patrick B. Carey.

GOLD SEAL APPEARS ONLY ON ORIGINAL



5. (FOR AMENDMENTS ADOPTED BY UNANIMOUS CONSENT OF INCORPORATORS BEFORE THE
   FIRST MEETING OF THE BOARD OF DIRECTORS OR TRUSTEES.)

   The foregoing amendment of the Articles of incorporation was duly adopted on
   the ___________ day of ___________ , 19 ___________ , In accordance with the
   provisions of the Act by the unanlmous consent of the incorporator(s) before
   the first meeting of the Board of Directors or Trustees.

 Signed this ________ day of ______________, 19 ___________.

_________________________________      ______________________________________
          (Signature)                                (Signature)

_________________________________      ______________________________________
      (Type or Print Name)                      (Type or Print Name)

_________________________________      ______________________________________
          (Signature)                                (Signature)

_________________________________      ______________________________________
     (Type or Print Name)                       (Type or Print Name)

6. (FOR PROFIT CORPORATIONS, AND FOR NONPROFIT CORPORATIONS WHOSE ARTICLES STATE
   THE CORPORATION IS ORGANIZED ON A STOCK OR ON A MEMBERSHIP BASIS.)

   The foregoing amendment to the Articles of Incorporation was duly adopted on
   the 30th day of April, 1999 by the shareholders if a profit corporation, or
   by the shareholders or members if a nonprofit corporation(check one of the
   following)

   [ ] at a meeting. The necessary votes were cast in favor of the amendment.

   [ ] by written consent of the shareholders or members having not less than
       the minimum number of votes required by statute in accordance with
       Section 407(1) and (2) of the Act if a nonprofit corporation, or Section
       407(1) of the Act if a profit corporation. Written notice to shareholders
       or members who have not consented in writing has been given. (Note:
       Written consent by less than all of the shareholders or members is
       permitted only if such provision appears in the Articles of
       Incorporation.)

   [x] by written consent of all the shareholders or members entitled to vote in
       accordance with section 407(3) of the Act if a nonprofit corporation, or
       Section 407(2) of the Act if a profit corporation.

                       Signed this 17th day of June, 1999
                       By /s/ [ILLEGIBLE]
                         ---------------------
    (Signature of President, Vice-President, Chairperson, Vice-Chairperson)

       William D. Shovers                              Vice-President
      --------------------                         ---------------------
      (Type or Print Name)                         (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL



- --------------------------------------------------------------------------------
             MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
              CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received            (FOR BUREAU USE ONLY)
JUN 28 1999
                                                            FILED

                                                           JUN 28 1999

                                                          Administrator
                                             CORP. SECURITIES & LAND DEV. BUREAU
- ----------------------------
Ph. 517-663-2525 Ref #94366
Attn: Cheryl J. Bixby
MICHIGAN RUNNER SERVICE
P. O. Box 266
Eaton Rapids, MI 48827                        EXPIRATION DATE: DECEMBER 31, 2004
- ----------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

                          CERTIFICATE OF ASSUMED NAME
 FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES
           (Please read information and instructions of reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or limited
liability company in item one executes the following Certificate:

1.   The true name of the corporation, limited partnership, or limited liability
     company is: HAYES LEMMERZ INTERNATIONAL, BRISTOL--INC.

2.   The Identification number assigned by the bureau is: 169-300

3.   The location of the corporation of limited liability company registered
     office in Michigan or the office at which the limited partnership records
     are maintained is:

15300 Centennial Drive          Northville           Michigan      48167
- --------------------------------------------------------------------------------
  (Street Address)                (City)              (State)    (ZIP Code)

4.   The assumed name under which business is to be transacted is:

     CMI - PRECISION MOLD, INC. [X]

  COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

                        Signed this 17th day of June 1999

                        By /s/ William D. Shovers
                           ------------------------------------------
                                (Signature)

                       William D. Shovers                  Vice President
                       ------------------------------------------------------
                      (Type or Print Name)          (Type or Print Title)

                       ------------------------------------------------------
                                     [ILLEGIBLE]

GOLD SEAL APPEARS ONLY ON ORIGINAL



- --------------------------------------------------------------------------------
               MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
               BUREAU OF COMMERCIAL SERVICES, CORPORATION DIVISION
- --------------------------------------------------------------------------------
Date Received            (FOR BUREAU USE ONLY)
SEP 27 2001
- -------------------
                                                        FILED

                                                     OCT 01 2001

                                                    Administrator
                                        MI DEPT. OF CONSUMER & INDUSTRY SERVICES
                                              BUREAU OF COMMERCIAL SERVICES

                       EXPIRATION DATE: DECEMBER 31, 2006
- --------------------------------------------------------------------------------

                     CERTIFICATE OF RENEWAL OF ASSUMED NAME
                            FOR USE BY CORPORATIONS
           (PLEASE READ INFORMATION AND INSTRUCTIONS ON REVERSE SIDE)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations) or Act 162, Public Acts of 1982 (nonprofit corporations), the
corporation in item one executes the following Certificate:

1.   The corporate name, resident agent, and mailing address of the registered
     office are:

     HAYES LEMMERZ INTERNATIONAL - BRISTOL, INC.
     PATRICK B CAREY
     15300 CENTENNIAL DR
     NORTHVILLE MI 48167
                                                                 169300
                                                         -----------------------
                                                          Identification Number

2.   The assumed name under which business is transacted is:
     CMI-PERMANENT MOLD [X]

3.   The registration of the assumed name is extended for a period expiring on
     December 31 of the fifth full calendar year following the year in which
     this renewal is filed, unless sooner terminated.

4.   The document is hereby signed as required by the Act.

          Signed this 20th day of September, 2001

          By /s/ William D. Shovers
             ---------------------------------------------
            (Signature of an Authorized Officer or Agnet)

             William D. Shovers, Vice President
             ------------------------------------
                     (Type or Print Name)

GOLD SEAL APPEARS ONLY ON ORIGINAL



- --------------------------------------------------------------------------------
              MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
                         BUREAU OF COMMERCIAL SERVICES
- --------------------------------------------------------------------------------
Date Received             (FOR BUREAU USE ONLY)
4/9/02
- -------------
              This document is effective on the date filed,
              unless a subsequent effective date within 90
              days after received date is stated in the
              document.

                                                          FILED

                                                      APR 09 2002

                                                     Administrator
Name                                    MI DEPT. OF CONSUMER & INDUSTRY SERVICES
    Kelly Brushaber                          BUREAU OF COMMERCIAL SERVICES
- ---------------------------------------
Address
   15300 Centennial Drive
- ---------------------------------------
City              State        ZIP Code
   Northville      MI           48167        EFFECTIVE DATE:
- ---------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -
     IF LEFT BLANK DOCUMENT WILL BE MAILED TO THE REGISTERED OFFICE.

   CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OR RESIDENT AGENT
  FOR USE BY DOMESTIC AND FOREIGN CORPORATIONS AND LIMITED LIABILITY COMPANIES
           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act
23, Public Acts of 1993 (limited liability companies), the undersigned
corporation or limited liability company executes the following Certificate:

1. The name of the corporation or limited liability company is:
   Hayes Lemmerz  International - Bristol, Inc.

2. The Identification number assigned by the Bureau is: 169-300

3. a. The name of the resident agent on file with the Bureau is:
      Patrick B. Carey

   b. The location of the registered office on file with the Bureau is:

      15300 Centennial Drive, Northville    ,   Michigan        48167
   -----------------------------------------             -------------------
          (State Address)          (City)                    (ZIP Code)

   c. The mailing address of the above registered office on file with the Bureau
      is:

                   Same as above
      -------------------------------------------,  Michigan ___________________
     (Street Address or P.O. Box)      (City)                    (ZIP Code)

  ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD

4. a. The name of the resident agent is: Patrick C. Cauley

   b. The address of the registered office is:

       15300 Centennial Drive, Northville       , Michigan    48167
       -----------------------------------------          ------------
           (Street Address)    (City)                      (ZIP Code)

   c. The mailing address of the registered office IF DIFFERENT THAN 4B is.

   ____________________________________________ , Michigan_____________________
        (Street Address or P.O. Box)    (City)                 (ZIP Code)

5. The above changes wore authorized by resolution duly adopted by: 1. ALL
   CORPORATIONS: its Board of Directors; 2. PROFIT CORPORATIONS ONLY: the
   resident agent if only the address of the registered office is changed, in
   which case a copy of this statement has been mailed to the corporation; 3,
   LIMITED LIABILITY COMPANIES: an operating agreement, affirmative vote of a
   majority of the members pursuant to section 502(1), managers pursuant to
   section 405, or the resident agent if only the address of the registered
   office is changed.

6. The corporation or limited liability company further states that the address
   of its registered office and the address of its resident agent, as changed,
   are identical.

Signature                     Type or Print Name and Title       Date Signed
[ILLEGIBLE]                   Larry Karenko, Vice president      April 9, 2002

GOLD SEAL APPEARS ONLY ON ORIGINAL


                                                                    EXHIBIT 3.46

                                     BY-LAWS

                                       OF

                            CMI-PRECISION MOLD, INC.

                             A MICHIGAN CORPORATION

                    (INCLUDING ALL AMENDMENTS AS OF 1/14/94)

1.       SHAREHOLDERS' MEETING

         1.1      ANNUAL MEETING. The annual meeting of the Shareholders shall
be held in each year after the expiration of the fiscal year of the Corporation
at such time and place as shall be determined by the Board of Directors, for the
purpose of electing Directors and of transacting such other business as may
properly be brought before the meeting.

         1.2      SPECIAL MEETINGS. A Special Meeting of the Shareholders may be
called to be held at such time and place as may be designated by the Chairperson
of the Board, a majority of the Board of Directors, or not less than an
aggregate of ten percent (10%) of the outstanding shares of stock of the
Corporation having the right to vote at such Special Meeting.

         1.3      NOTICE OF MEETINGS. Written notice of the time, place and
purposes of every meeting of the Shareholders of this Corporation shall be
given, either personally or by mail, not less than ten (10) nor more than sixty
(60) days before said meeting to each Shareholder of record of the Corporation
entitled to vote at such meeting. Notices shall state the authority pursuant to
which they are issued as, "by order of" the "Chairperson of the Board", "Board
of Directors", or "Shareholders".

         1.4      WAIVER OF NOTICE. Notice of the time, place and purpose of any
meeting of the Shareholders of this Corporation may be waived by telegram,
radiogram, cablegram, or other writing either before or after such meeting has
been held.

                  A Shareholder's attendance at a meeting of Shareholders, in
person or by proxy, will result in (a) a waiver of objection to lack of notice
or defective notice of the meeting unless the Shareholder at the beginning of
the meeting objects to holding the meeting or transacting business at the
meeting and (b) waiver of objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes described in the meeting
notice, unless the Shareholder objects to considering the matter when it is
presented.



         1.5      QUORUM. At every meeting of the Shareholders, the holders of
record of a majority of the outstanding shares of stock of the Corporation
entitled to vote at such meeting, whether present in person or represented by
proxy, shall constitute a quorum.

         1.6      RECORD DATE. The Board of Directors may fix in advance a date
not exceeding sixty (60) days nor less than ten (10) days preceding the original
date fixed for any meeting of Shareholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, as a record
date for the determination of the Shareholders entitled to notice of, and to
vote at, any such meeting, or entitled to receive payment of any such dividend,
or to any such allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock. In such case, such
Shareholders and only such Shareholders as shall be Shareholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation or otherwise after any
such record date is fixed as aforesaid. Nothing in this Section shall affect the
rights of a Shareholder and his/her transferee or transferor as between
themselves.

         1.7      VOTING RIGHTS. At all times, each holder of record of the
common stock of the Corporation shall be entitled to one vote for each share of
common stock standing in his/her name on the books of the Corporation, subject,
however, to the full effect of the limitations imposed by the fixed record date
for determination of Shareholders set forth elsewhere in this Article.

         1.8      VOTE BY SHAREHOLDER CORPORATION. Shares standing in the name
of another domestic or foreign corporation may be voted by an officer or agent,
or by proxy appointed by an officer or agent of such corporation.

         1.9      ACTION BY UNANIMOUS WRITTEN CONSENT. Any action required or
permitted to be taken at an Annual or Special Meeting of Shareholders may be
taken without a meeting, without prior notice and without a vote, if before or
after the action all the Shareholders entitled to vote thereon consent thereto
in writing.

         1.10     ELECTRONIC PARTICIPATION. A Shareholder may participate in a
meeting of Shareholders by a conference telephone or by other similar
communications equipment through which all persons participating in the meeting
may communicate with the other participants. All participants shall be advised
of the communications equipment and the names of the participants in the

                                       2



conference shall be divulged to all participants. Participation in a meeting
pursuant to this Section constitutes presence in person at the meeting.

2.       SHARES

         2.1      CERTIFICATES. Every Shareholder of this Corporation shall be
entitled to a certificate of his or her shares signed by the Chairperson of the
Board, Vice-Chairperson of the Board, President or a Vice-President and which
may also be signed by another officer of the Corporation. Each such certificate
shall state on its face that the Corporation is formed under the laws of this
state, the name of the person to whom issued, the number and class of Shares,
and the designation of the series, if any, which the certificate represents.

3.       BOARD OF DIRECTORS

         3.1      NUMBER AND TERM OF OFFICE. The business, property and affairs
of the Corporation shall be managed by a Board of Directors composed of one (1)
or more members who need not be Shareholders. The number of Directors for the
Board of Directors shall be determined by a majority vote of the Shareholders.
The first Board of Directors shall hold office until the first annual meeting of
Shareholders. At the first annual meeting of Shareholders and at each annual
meeting thereafter, the Shareholders shall elect Directors to hold office until
the succeeding annual meeting. A Director shall hold office for the term for
which he or she is elected and until his or her successor is elected and
qualified, or until his or her resignation or removal. A Director may resign by
written notice to the Corporation. The resignation is effective upon its receipt
by the Corporation or a later time as set forth in the notice of resignation.

         3.2      VACANCIES. A vacancy occurring in the Board may be filled by
the Shareholders or the Board. A vacancy filled by the Board may be filled for a
term of office continuing only until the next election of Directors by the
Shareholders.

         3.3      ANNUAL MEETINGS. At the place of holding the annual meeting of
Shareholders and immediately following the same, the Board of Directors as
constituted upon final adjournment of such Shareholder meeting shall convene
without notice for the purpose of electing officers and transacting any other
business properly brought before it; provided, that the annual meeting in any
year may be held at a different time and place than that herein provided by
consent of a majority of the Directors of such new Board.

         3.4      REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such time and place as the Board of

                                       3



Directors shall from time to time determine by resolution of the Board of
Directors or by waiver of notice and consent. No notice of regular meetings of
the board shall be required.

         3.5      SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairperson of the Board or a majority of the Directors in
office at the time of the call, whenever in his/her or their judgment it may be
necessary, by giving reasonable notice, either personally or by mail or
telegram, of the time and place of such meeting. Any action taken at any such
meeting shall not be invalidated for want of notice if such notice shall be
waived as herein provided.

         3.6      WAIVER OF NOTICE. Notice of the time and place of any meeting
of the Board of Directors may be waived in writing or by telegram, radiogram, or
cablegram, either before or after such meeting has been held. A Director's
attendance at or participation in a meeting waives any required notice to him or
her of the meeting unless he or she at the beginning of the meeting, or upon his
or her arrival, objects to the meeting or the transacting of business at the
meeting and does not thereafter vote for or assent to any action taken at the
meeting.

         3.7      PURPOSE. Neither the business to be transacted nor the purpose
of a regular or special meeting need be specified in the notice or waiver of
notice of the meeting.

         3.8      ELECTRONIC PARTICIPATION. A Director may participate in a
meeting of the Board or of any committee designated by the Board by means of a
conference telephone or similar communications equipment through which all
persons participating in the meeting can communicate with the other
participants. Participation in a meeting pursuant to this subsection constitutes
presence in person at the meeting.

         3.9      QUORUM. A majority of the Directors then in office, or of the
members of a committee thereof, constitutes a quorum for the transaction of
business. If there shall be less than a quorum present at any meeting of the
Board of Directors, a majority of the Directors present may adjourn the meeting
from time to time without notice other than announcement at the meeting until a
quorum shall be present, at which time any business may be transacted which
might have been transacted at the meeting as first convened had there been a
quorum present. The vote of the majority of the Directors present at any meeting
of the Board or committee thereof at which a quorum is present constitutes the
action of the Board or of the committee except that amendment of these By-Laws
requires the vote of not less than a majority of the members of the Board then
in office.

         3.10     ACTION BY UNANIMOUS WRITTEN CONSENT. Action required or
permitted to be taken pursuant to authorization voted at a

                                        4



meeting of the Board or a committee thereof, may be taken without a meeting if,
before or after the action, all members of the Board then in office or of the
committee consent to the action in writing. The written consents shall be filed
with the minutes of the proceedings of the Board or the committee. The consent
has the same effect as a vote of the Board or committee for all purposes.

         3.11     ELECTION OF OFFICERS. The Board of Directors of the
Corporation shall elect or appoint a president, a secretary and a treasurer and
may elect or appoint a chairman of the board. None of said officers, except the
chairman of the board, need be a director. The Board of Directors shall have the
power to appoint such other officers and agents as the board may deem necessary
for the transaction of the business of the Corporation, including the power to
appoint one or more vice-presidents and one or more attorneys-in-fact.

4.       OFFICERS

         4.1      OFFICERS. The officers of the Corporation shall consist of a
president, secretary, treasurer and, if approved by the Board, a chairperson of
the Board, one or more vice-presidents and such other officers as may be
determined by the Board.

         4.2      CHAIRPERSON OF THE BOARD. The Chairperson of the Board shall
be selected by and from the membership of the Board of Directors. He/she shall
preside at all meetings of the Shareholders and of the Board of Directors.

         4.3      PRESIDENT. The President shall be the chief executive officer
of the Corporation. He/she shall, subject to the control of the Board of
Directors, have general and active management of the business of the
Corporation, with such general powers and duties of supervision and management
as are usually vested in the office of president of a corporation. He/she shall
see that all orders and resolutions of the Board of Directors are carried into
effect, and shall have such other powers and duties as may be assigned to
him/her by the Board of Directors.

         4.4      VICE-PRESIDENTS. The Board of Directors may select one or more
vice-president who, subject to the control of the president, shall have such
powers and duties as may be assigned to each of them by the Board of Directors.

         4.5      SECRETARY. The Secretary shall be selected by the Board of
Directors. Subject to the control of the Chairperson of the Board, he/she shall
attend all meetings of Shareholders and of the Board of Directors, and shall
preserve in books of the Corporation, true minutes of the proceedings of all
such meetings. He/she shall have such additional powers and duties as may be
assigned to him/her by the Board of Directors.

                                       5



         4.6      TREASURER. The Treasurer shall be selected by the Board of
Directors. Subject to the control of the President, he/she shall have custody of
all corporate funds and securities, and shall keep in books belonging to the
Corporation full and accurate accounts of all receipts and disbursements. He/she
shall deposit all monies, securities and other valuable effects in the name of
the Corporation in such depositories as may be designated for the purpose by the
Board of Directors. He/she shall disburse the funds of the Corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the Chairperson of the Board and the Directors at regular meetings of
the Board and whenever requested by them and to the President, an account of all
his transactions as Treasurer. He/she shall in general perform all duties
incident to the office of treasurer, and shall have such additional powers and
duties as may be assigned to him/her by the Board of Directors.

         4.7      TERM; REMOVAL OF OFFICERS AND AGENTS; RESIGNATION. An officer
elected or appointed as herein provided shall hold office for the term for which
he or she is elected or appointed and until his/her successor is elected or
appointed and qualified, or until his/her resignation or removal. Any officer or
agent may be removed by the Board of Directors at any time, with or without
cause. The removal of an officer shall be without prejudice to his contract
rights, if any. The election or appointment of an officer does not of itself
create contract rights. An officer may resign by written notice to the
Corporation. The resignation is effective upon its receipt by the Corporation or
at a subsequent time specified in the notice of resignation.

5.       EXECUTION OF INSTRUMENTS

         5.1      MONEY INSTRUMENTS. All checks, drafts and orders for payment
of money shall be signed in the name of the Corporation by such officer(s) or
agent(s) and in such manner including the use of facsimile signatures as the
Board of Directors shall from time to time designate for that purpose.

         5.2      OTHER INSTRUMENTS. The Board of Directors shall have power to
designate the officers and agents (or a single officer or agent) who shall have
authority to execute any contract, conveyance or other instrument or document on
behalf of the Corporation. When the execution of any contract, conveyance or
other instrument or document has been authorized without specification of the
executing officers, the Chairperson of the Board or President may execute the
same in the name and on behalf of the Corporation, or any Vice-President, and
the Secretary or Assistant Secretary may execute the same in the name and on
behalf of the Corporation.

                                       6



6.       INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES

         6.1      THIRD-PARTY PROCEEDING. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he/she is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him/her in connection with
such action, suit or proceeding if he/she acted in good faith and in a manner
he/she reasonably believed to be in or not opposed to the best interests of the
Corporation or its Shareholders, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his/her conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he/she reasonably believed to be in or not opposed to the best
interests of the Corporation or its Shareholders, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his/her
conduct was unlawful.

         6.2      DERIVATIVE SHAREHOLDER LIABILITY. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he/she
is or was a director, officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, whether for profit or
not, against expenses (including attorneys' fees) and amounts paid in settlement
actually and reasonably incurred by the person in connection with the action or
suit if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the Corporation or its
Shareholders; except that no indemnification shall be made for any claim, issue
or matter in which the person has been found liable to the Corporation except to
the extent ordered by a court of competent jurisdiction.

                                       7



7.       AMENDMENT OF BY-LAWS

         These by-laws may be altered, amended, added to, rescinded or repealed
by the affirmative vote of a majority of the Shares entitled to vote or, except
insofar as exercise of such power shall be contrary to the Articles of
Incorporation, by the Board of Directors.

                                       8

                                                                    EXHIBIT 3.47


- --------------------------------------------------------------------------------
      MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
(FOR BUREAU USE ONLY)                                            Date Received

                                      FILED                       JUN 8 1987
                                                            --------------------
                                   JUN 22 1987
                                                            --------------------
                                 Administrator
                        MICHIGAN DEPARTMENT OF COMMERCE     --------------------
                         Corporation & Securities Bureau
- --------------------------------------------------------------------------------
                       RESTATED ARTICLES OF INCORPORATION
                    FOR USE BY DOMESTIC PROFIT CORPORATIONS

   (Please read instructions and Paperwork Reduction Act notice on last page)

         Pursuant to the provisions of Act 284, Public Acts of 1972, as amended,
the undersigned corporation executes the following Articles:

1. The present name of the corporation is: CMI - CAST PARTS, INC.

2. The corporation identification number (CID) assigned by the Bureau is:
   103-954

3. All former names of the corporation are:

                                           CMI - Cadillac, Inc.
                                           Cadillac Malleable Iron Company

4. The date of filing the original Articles of Incorporation was: June 1, 1922

   The following Restated Articles of Incorporation supersede the Articles of
   Incorporation as amended and shall be the Articles of Incorporation for the
   corporation:

ARTICLE I

The name of the corporation is: CMI-CAST PARTS, INC.

ARTICLE II

The purpose or purposes for which the corporation is organized are:

      to engage in an activitity within the purposes for which corporations may
      be organized under the Business Corporation Act of Michigan.

GOLD SEAL APPEARS ONLY ON ORIGINAL


ARTICLE III

The total authorized capital stock is:

1. Common shares 5,000 Par Value Per Share $50.00

   Preferred shares___________________ Par Value Per Share $______________

and/or shares without par value as follows:

2. Common shares______________________ Stated Value Per Share $_____________

   Preferred shares ________________Stated Value Per Share $________________

3. A statement of all or any of the relative rights, preferences and limitations
   of the shares of each class is as follows:

     Shareholders shall have no preemptive right to subscribe for additional
     shares.

ARTICLE IV

1. The address of the current registered office is:

    230 Tenth Street               Cadillac     , Michigan   49601
    --------------------------------------------           ------------
    (Street Address)                (City)                  (ZIP Code)

2.  The mailing address of the current registered office if different than
    above:

    ------------------------------------------- , Michigan --------------------
     (P.O. Box)                   (City)                         (ZIP Code)

3.  The name of the currant resident agent is: Barbara Brehm

ARTICLE V (OPTIONAL. DELETE IF NOT APPLICABLE.)

When a compromise or arrangement or a plan of reorganization of this corporation
is proposed between this corporation and its creditors or any class of them or
between this corporation and its shareholders or any class of them, a court of
equity jurisdiction within the state, on application of this corporation or of a
creditor or shareholder thereof, or on application of a receiver appointed for
the corporation, may order a meeting of the creditors or class of creditors or
of the shareholders or class of shareholders to be affected by the proposed
compromise or arrangement or reorganization, to be summoned in such manner as
the court directs. If a majority in number representing 3/4 in value of the
creditors or class of creditors, or of the shareholders or class of shareholders
to be affected by the proposed compromise or arrangement or a reorganization,
agree to a compromise or arrangement or a reorganization of this corporation as
a consequence of the compromise or arrangement, the compromise or arrangement
and the reorganization, if sanctioned by the court to which the application has
been made, shall be binding on all the creditors or class of creditors, or on
all the shareholders or class of shareholders and also on this corporation.

GOLD SEAL APPEARS ONLY ON ORIGINAL



ARTICLE VI (Optional. Delete if not applicable.)

Any action required or permitted by the act to be taken at an annual or special
meeting of shareholders may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken, is
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote thereon were present and voted.

    Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to shareholders who have not
consented in writing.

ARTICLE VII (Additional provisions, if any, may be inserted here; attach
additional pages if needed.)

SEE ATTACHED PAGE

5. COMPLETE SECTION (a) IF THE RESTATED ARTICLES WERE ADOPTED BY THE UNANIMOUS
   CONSENT OF THE INCORPORATORS BEFORE THE FIRST MEETING OF THE BOARD OF
   DIRECTORS; OTHERWISE, COMPLETE SECTION (b)

   a. [ ] These Restated Articles of incorporation were duly adopted on the_____
          day of__________, 19____, in accordance with the provisions of Section
          642 of the Act by the unanimous consent of the incorporators before
          the first meeting of the Board of Directors.

          Signed this______ day of __________________________________, 19_______
       _________________________________  ______________________________________
       _________________________________  ______________________________________
       (Signature of all incorporators; type or print name under each signature)

   b. [x] These Restated Articles of incorporation were duly adopted on the 20th
          day of May, 1987, in accordance with the provisions of Section 642 of
          the Act and: (check one of the following)

      [ ] were duly adopted by the Board of Directors without a vote of the
          shareholders. These Restated Articles of Incorporation only restate
          and integrate and do not further amend the provisions of the Articles
          of Incorporation as heretofore amended and there is no material
          discrepancy between those provisions and the provisions of these
          Restated Articles.

      [x] were duly adopted by the shareholders. The necessary number of shares
          as required by statute were voted in favor of these Restated Articles.

      [ ] were duly adopted by the written consent of the shareholders having
          not less than the minimum number of votes required by statute in
          accordance with Section 407(1) and (2) of the Act. Written notice to
          shareholders who have not consented in writing has been given. (Note:
          Written consent by less than all of the shareholders is permitted only
          if such provision appears in the Articles of Incorporation.)

      [ ] were duly adopted by the written consent of all the shareholders
          entitled to vote in accordance with Section 407(3) of the Act.

                                 Signed this 20th day of May, 1987

                                 By /s/ Ray H. Witt
                                    --------------------------------------------
                                       (Signature)

                                    Ray H. Witt                   President
                                    --------------------------------------------
                                           (Type or Print Name and Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL



DOCUMENT WILL BE RETURNED TO NAME AND MAILING     Name of person or organization
ADDRESS INDICATED IN THE BOX BELOW.               remitting fees:
Include name,street and number (or P. O. box),
city, state and ZIP code.
                                                  ______________________________

                                                  ______________________________

                                                  Preparer's name and business
David L. Tennent                                  telephone number:
801 W. Big Beaver, Ste. 500
Troy, MI 48084                                    David L. Tennent

                                                  (313) 362-1300

                          INFORMATION AND INSTRUCTIONS

1.   This form is issued under the authority of Act 284, P.A. of 1972, as
     amended. The articles of incorporation cannot be restated until this form,
     or a comparable document, is submitted.

2.   Submit one original copy of this document. Upon filing, a microfilm copy

     will be prepared for the records of the Corporation and Securities Bureau.
     The original copy will be returned to the address appearing in the box
     above as evidence of filing.

     Since this document must be microfilmed, it is important that the filing be
     legible. Documents with poor black and white contrast, or otherwise
     illegible, will be rejected.

3.   This document is to be used pursuant to sections 641 through 643 of the Act
     for the purpose of restating the articles of incorporation of a domestic
     profit corporation. Restated articles of incorporation are an integration
     into a single instrument of the current provisions of the corporation's
     articles of incorporation, along with any desired amendments to those
     articles.

4.   Restated articles of incorporation which do not amend the articles of
     incorporation may be adopted by the board of directors without a vote of
     the shareholders. Restated articles of incorporation which amend the
     articles of incorporation require adoption by the shareholders. Restated
     articles of incorporation submitted before the first meeting of the board
     of directors require adoption by all of the incorporators.

5.   Item 2 -- Enter the identification number previously assigned by the
     Bureau. If this number is unknown, leave it blank.

6    The duration of the corporation should be stated in the restated articles
     of incorporation only if it is not perpetual.

7.   This document is effective on the date approved and filed by the Bureau. A
     later effective date, no more than 90 days after the date of delivery, may
     be stated.

8.   If the restated articles are adopted before the first meeting of the board
     of directors, this document must be signed in ink by all of the
     incorporators. If the restated articles merely restate and integrate the
     articles, but do not amend, this document must be signed in ink by an
     authorized officer or agent of the corporation. If the restated articles
     amend the articles of incorporation, this document must be signed in ink by
     the president, vice-president, chairperson, or vice-chairperson.

9.   FEES: Filing fee (Make remittance payable to State of Michigan)......$10.00

           Franchise fee (payable only if authorized capital stock has
           increased) -- 1/2 mill (.0005) on each dollar of increase over
           highest previous authorized capital stock.

10.  Mail form and fee to:

        Michigan Department of Commerce, Corporation and Securities Bureau,
        Corporation Division, P. O. Box 30054, Lansing, MI 48909, Telephone
        (517) 373-0493

GOLD SEAL APPEARS ONLY ON ORIGINAL


                                 ATTACHMENT TO
                     RESTATED ARTICLES OF INCORPORATION OF
                              CMI-CAST PARTS, INC.
                                  CID # 103-954

ARTICLE VII

                  A director of the Corporation shall not be personally liable
to the Corporation or its shareholders for monetary damages for a breach of the
director's fiduciary duty. However, this provision does not eliminate or limit
the liability of a director for any of the following reasons:

         (i)   A breach of the director's duty of loyalty to the Corporation or
         its shareholders.

         (ii)  Acts or omissions not in good faith or that involve intentional
         misconduct or knowing violation of the law.

         (iii) A violation of section 551(1) of the Michigan Business
         Corporation Act.

         (iv) A transaction from which the director derived an improper personal
         benefit.

         (v)  An act or ommission occurring on or before the filing of these
         Restated Articles of Incorporation.

GOLD SEAL APPEARS ONLY ON ORIGINAL



                              FOR BUREAU USE ONLY

                                          914E#2612  0123  P-[ILLEGIBLE]  $15.00
                                          914E#2612  0123  ORG&FI          $5.00


                1991 MICHIGAN ANNUAL REPORT - PROFIT CORPORATIONS
               (Please read instructions before completing form)

         This report shall be filled by all profit corporations no later than
May 15, 1991, showing the corporate condition at the close of business on
December 31 or upon the date of the close of the latest fiscal year next
preceding the time for filing. ONLY those corporations incorporated or admitted
after December 31, 1990 and before May 15, 1991 are exempt from filing. The
report is required in accordance with the provisions of Section 911, Act 284,
Public Acts of 1972, Penalties may be assessed under the Act for failure to
file,

- --------------------------------------------------------------------------------
This Report Must be          Report of Condition on            Corporation
filled before May 16, 1991   December 31, 1990 or __________   Number 103954
- --------------------------------------------------------------------------------
 1. Corporate Name
                   CMI-CAST PARTS, INC.
                   230 TENTH ST., POB 40
                   CADILLAC                MI                   7
                                  49601                         8
                                                                9
- --------------------------------------------------------------------------------
2. Resident Agent - do not alter   4. Federal Employer No.  5. Term of Existence
preprinted Information in this
item or item 3.

BARBARA BREHM                                                      PERPETUAL
- --------------------------------------------------------------------------------
3. Registered Office         6. Incorporation Date    7. State of incorporation
Address in Michigan -
No., Street, City, Zip             06/01/1922                     MI
                                ------------------------------------------------

230 TENTH ST.,POB 40         8. Date of Admittance    9. Act Under Which
CADILLAC        49601             (Foreign Corp.)        Incorporated (if other
                                                         than  1931, P.A. 327
                                                         or 1972, P.A. 284)

                                                                084-1921
- --------------------------------------------------------------------------------

10. COMPLETE THIS SECTION ONLY IF THE RESIDENT AGENT IN ITEM 2 OR THE
REGISTERED OFFICE IN ITEM 3 HAS CHANGED.

- --------------------------------------------------------------------------------

a. The name of the successor resident agent is:  FILED BY DEPARTMENT FEB 01 '91

b. The address of the registered office is changed to:

   1500 Fourth Avenue, P. O. Box 40, Cadillac, Michigan        49601
   -------------------------------------------                 -----
   (street Address)                 (City)                   (ZIP Code)

c. The mailing address of the registered office if different that 10b. is:

   ____________________________________________ , Michigan _____________________
    (Address)                       (City)                         (ZIP Code)

 ADD # 5.00 TO THE #15.00 ANNUAL REPORT FILING FEE IF THIS SECTION IS COMPLETED

11. Corporate Stock Report - Total Authorized Shares (not merely outstanding).



- ----------------------------------------------------------------------------------------------
                                                            Amount               Amount
 Type of Stock         No. of Shares Authorized           Subscribed            paid-in
                                                                     
    COMMON                    5,000.00                    $                   $177,525.00
- ----------------------------------------------------------------------------------------------
                                                          $                   $
- ----------------------------------------------------------------------------------------------
                                                          $                   $
- ----------------------------------------------------------------------------------------------
                                                          $                   $
- ----------------------------------------------------------------------------------------------
                                                          $                   $
- ----------------------------------------------------------------------------------------------


12. The corporation states that the address of its registered office and the
    address of the business office of its resident agent are identical. Any
    changes were authorized by resolution duly adopted by its board of
    directors, except when filed by the resident agent to change the address of
    the registered office.

                                Signed this 21st day of January, 1991.

 COMPLETE                       By /s/ Barbara Brehm
BOTH SIDES                           -----------------------------------------
                                     (SIGNATURE OF AUTHORIZED OFFICER OR AGENT)*

                                          Barbara Brehm, Resident Agent
                                   -------------------------------------------
                                         (Type of Print Name and Title)

                                *If item 10 is completed, this report must
                                be signed by the president, vice-president,
                                chairperson, vice-chairperson, secretary or
                                assistant secretary of the corporation. If
                                only the registered office address is
                                changed, it may be signed by the resident
JAN 22 1991                     agent.


GOLD SEAL APPEARS ONLY ON ORIGINAL



13. The following is a statement of assets and liabilities as shown by the books
    of the corporation of December 31, 1990 or __________________ (close of
    fiscal year next preceding May 15, 1991) listed separately as to property
    within and without Michigan. The balance sheet of a Michigan corporation
    must be the same balance sheet as furnished to shareholders.



                                                     WITHIN      WITHOUT
ASSETS                             TOTAL            MICHIGAN     MICHIGAN       LIABILITIES AND EQUITY
- ------                             -----            --------     --------       ----------------------
                                                                                                          
 Cash                                  250                                       Notes and Accounts Payable, Trade          766,908
     ----------------------------------------------------------------------------                                 -----------------
 Notes and Accounts Receivable   1,153,836                                       Notes and Accounts Payable, Other
                              ---------------------------------------------------                                 -----------------
 Inventories                     1,811,731                                       Accrued Expenses                           694,275
            ---------------------------------------------------------------------                ----------------------------------
 Prepaid Expenses                    6,632                                       Long Term Indebtedness                  16,605,843
                 ----------------------------------------------------------------                      ----------------------------
 Non-current Notes and
  Account Receivable                                                             Reserves and Contingent Liabilities
                    -------------------------------------------------------------                                  ----------------
 Land                               10,152                                       Deferred Income Tax                      (153, 000)
     ----------------------------------------------------------------------------                  --------------------------------
 Depreciable Assets
     Machinery and Equipment    16,762,693
                            -------------------------------------------------------------------------------------------------------
     Furniture and Fixtures        169,350
                           --------------------------------------------------------------------------------------------------------
     Buildings                   3,544,398                                       Stockholders Equity
              -------------------------------------------------------------------                   -------------------------------
     Other                                                                           Common Stock                           177,525
          -----------------------------------------------------------------------                ----------------------------------
                                                                                     Preferred Stock
     ----------------------------------------------------------------------------

     ----------------------------------------------------------------------------
     Less Depreciation          2,436, 865
                      -----------------------------------------------------------
     Net Depreciable Assets     18,049,728                                           Additional Paid-in Capital               4,360
                           ------------------------------------------------------                          ------------------------
Investments                                                                          Retained Earnings (deficit)          2,926,266
     Investments in Subsidiaries                                                     Other
                                -------------------------------------------------          ----------------------------------------
     Other Investments                                                                Total Stockholders Equity           3,108,151
                      -----------------------------------------------------------                              --------------------
Other Assets                                        21,022,177      -0-
            ---------------------------------------------------------------------
TOTAL ASSETS                    21,022, 177                                       TOTAL LIABILITIES & EQUITY             21,022,177


14. Corporate Officers and Directors.



- --------------------------------------------------------------------------------------------
                 OFFICE               NAME, STREET & NUMBER, CITY, STATE & ZIP CODE
- --------------------------------------------------------------------------------------------
                           
               President         Ray H. Witt, 30333 Southfield Rd., Southfield, MI 48076
If Different---------------------------------------------------------------------------------
   than        Secretary         Richard A. Nawrocki, 30333 "   "       "       "    "
President   ---------------------------------------------------------------------------------
               Treasurer           "         "          "       "       "       "    "
            ---------------------------------------------------------------------------------
               Vice-President   O. R. Tate,   1500 4th Ave., Cadillac MI 49601
- ---------------------------------------------------------------------------------------------
If Different   Director         Ben S. Head, 30333 Southfield Rd., Southfield, MI 48076
   than     ---------------------------------------------------------------------------------
Officers       Director
- --------------------------------------------------------------------------------------------
               Director
- --------------------------------------------------------------------------------------------
               Director
- ---------------------------------------------------------------------------------------------


15. Principal business office, and, if different, principal place of business in
    Michigan: 1500 4th Ave., Cadillac MI 49601

16. Nature and type of business in which corporation is engaged: Iron Casting
    Foundry

17. a. Name of parent corporation: CMI-International, Inc., Southfield, MI 48076

    b. List any subsidiary corporations:

After filling, this report is open to reasonable inspection by the public
pursuant to Section 915 of the Act, Public Acts of 1972, as amended.

Filing Fee $15.00 (without              RETURN TO:
        Change of agent or                 DEPARTMENT OF COMMERCE
        registered office)                 CORPORATION AND SECURITIES BUREAU
Filing Fee $20.00 (with                    CORPORATION DIVISION
        change of agent or                 6546 MERCANTILE WAY
        registered office                  P.O. BOX 30057
        in item 10)                        LANSING, MICHIGAN 48909
MAKE REMITTANCE PAYABLE TO:
           "STATE OF MICHIGAN"
Include Corporation Name and CID
           Number on Check or
           Money Order

 GOLD SEAL APPEARS ONLY ON ORIGINAL




Required by Section 911, Act 284, Public                     1992
Acts of 1972. Failure to file this report           MICHIGAN ANNUAL REPORT
may result in the automatic                           PROFIT CORPORATIONS
dissolution/revocation of the corporation.

 This report must be filed by all profit
 corporations no later than MAY 15, 1992.
 Show the corporate condition at the close of
 business on December 31 or upon the closing
 date of the latest corporate fiscal year               CORPORATION NUMBER
 prior to May 15, 1992 (enter date below).                    103954
 Only those corporations incorporated or
 admitted after December 31, 1991 are exempt
 from filing. This report will be open to
 reasonable public inspection pursuant to
 Section 915, Act 284 of 1972, as amended.

- --------------------------------------------------------------------------------
            Corporate condition on      If the Resident Agent or the           7
            DECEMBER 31, 1991 or        Registered Office has changed enter    8
            fiscal year ending: 5/31/91 the corrections below - and add $5.00  9
                                        to the $15.00 filing fee.
- --------------------------------------------------------------------------------
                                             FILED BY DEPARTMENT MAY 1992

1. Corporate Name                      1a. Mailing address of registered office
                                           if different than 1 (Domestic Corps
                                           Only)
   CMI-CAST PARTS, INC.
   1500 FOURTH AVE., P.O. BOX 40
   CADILLAC                   MI
                 49601
- --------------------------------------------------------------------------------
2. Resident Agent                      2a. Resident Agent if different than 2

   BARBARA BREHM                           Richard A. Nawrocki
- --------------------------------------------------------------------------------
3. Registered Office Address in        3a. Address of registered office if
   Michigan- NO., STREET, CITY, ZIP        different from 3-NO., STREET, CITY,
   1500 FOURTH AVE., P.O. BOX 40           ZIP
   CADILLAC                   49601        30333 Southfield Road
                                           Southfield,MI 48076
- --------------------------------------------------------------------------------
4. Federal Employer No.   5. Term of Existence (if not   6. The Act Under Which
                             perpetual)                     Incorporated (if
   38-0392940                        PERPETUAL                 other than 1931,
                                                            P.A. 327 or 1982,
                                                            P.A. 162)
                                                               084-1921
- --------------------------------------------------------------------------------
7. State of Incorporation   8. Incorporation Date        9. Date of Admittance
                                                           (Foreign Corporation)
            MI                     06/01/1992
- --------------------------------------------------------------------------------
10. State the nature and type of business in which the corporation is engaged:
                       Manufacture of Castings
- --------------------------------------------------------------------------------
11. Principal business office, and if   12a. Name of parent corporation:
    different, principal place of
    business in Michigan:                      CMI INTERNATIONAL, INC.

         230 Tenth Street               12b. List all subsidiary corporations:
           Cadillac,
           MI 49601                                      None
- --------------------------------------------------------------------------------
13. Corporate Stock Report-Total Authorized Shares (not merely outstanding)
- --------------------------------------------------------------------------------



- --------------------------------------------------------------------------------------
Type of Stock    Number of Shares Authorized    Amount Subscribed       Amount Paid-in
- --------------------------------------------------------------------------------------
                                                               
COMMON                 5,000.000                $                       $    143,225
- --------------------------------------------------------------------------------------
                                                $                       $
- --------------------------------------------------------------------------------------
                                                $                       $
- --------------------------------------------------------------------------------------
                                                $                       $
- --------------------------------------------------------------------------------------
                                                $                       $
- --------------------------------------------------------------------------------------


  The Corporation states
  that the address of its
  registered office and the           Signed this 4th day of May, 1991
  address of the business
  office of its resident
  agent are identical. Any
  changes were authorized by
  resolution duly adopted by
  its board of directors,
  except when filed by the
  resident agent to change
  the address of the
  registered office.

* IF THE RESIDENT AGENT OR
  REGISTERED OFFICE IS
  CHANGED, THIS REPORT MUST
  BE SIGNED BY EITHER THE
  PRESIDENT, VICE-PRESIDENT,
  CHAIRPERSON,
  VICE-CHAIRPERSON,               By /s/ Larry Schwarter
  SECRETARY, OR ASSISTANT            -----------------------------------------
  SECRETARY OF THE                   (Signature of Authorized Officer or Agent)*
  CORPORATION. IF ONLY THE
  ADDRESS OF THE REGISTERED
  OFFICE IS CHANGED, THIS         By /s/ Larry Schwarter  Secretary
  REPORT MAY BE SIGNED BY            -----------------------------------------
  THE RESIDENT AGENT.                 (Type or Print Name and Title)

COMPLETE BOTH SIDES

GOLD SEAL APPEARS ONLY ON ORIGINAL


14. The following is a statement of the assets and liabilities, within and
    outside Michigan, as shown by the books of the corporation on December 31,
    1991 or 5/31/91 (enter the closing date of the latest corporate fiscal year
    prior to May 15, 1992). The balance sheet of a Michigan corporation must be
    the same as furnished to shareholders.



               ASSETS                        TOTAL    WITHIN MICHIGAN  OUTSIDE MICHIGAN
                                                              
CASH                                                       114,727
    -----------------------------------------------------------------------------------
NOTES AND ACCOUNTS RECEIVABLE                            2,822,558
                             ----------------------------------------------------------
INVENTORIES                                              1,086,361
           ----------------------------------------------------------------------------
PREPAID EXPENSES                                           867,727
                -----------------------------------------------------------------------
NON-CURRENT NOTES AND ACCOUNTS RECEIVABLE
                                         ----------------------------------------------

LAND                                                       528,426
    -----------------------------------------------------------------------------------
DEPRECIABLE ASSETS

  Machinery and Equipment                               23,985,236
                         --------------------------------------------------------------
  Furniture and Fixtures                                   248,447
                        ---------------------------------------------------------------
  Buildings                                              3,450,354
           ----------------------------------------------------------------------------
  Other                                                    162,916
       --------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------
  Less Depreciation                                      2,615,187
                   --------------------------------------------------------------------
  Net Depreciable Assets                                25,231,766
                        ---------------------------------------------------------------

INVESTMENTS

  Investments in Subsidiaries
                             ----------------------------------------------------------
  Other Investments
                   --------------------------------------------------------------------
OTHER ASSETS                                             175,231
              -------------------------------------------------------------------------
  TOTAL ASSETS                                          30,826,796
              -------------------------------------------------------------------------


                                       
LIABILITIES AND EQUITY

NOTES AND ACCOUNTS PAYABLE, TRADE          1,988,956
                                 -------------------
NOTES AND ACCOUNTS PAYABLE, OTHER            342,657
                                 -------------------
ACCRUED EXPENSES                             574,732
                ------------------------------------
LONG TERM INDEBTEDNESS                    24,362,588
                      ------------------------------

RESERVES AND CONTINGENT LIABILITIES
    Deferred Income Tax                       45,000
                       -----------------------------

STOCKHOLDERS EQUITY
    Common Stock                             143,225
                ------------------------------------
    Preferred Stock                                1
                   ---------------------------------
    Additional Paid-In Capital                 3,518
                              ----------------------
    Retained Earnings (deficit)              2911636
                              ----------------------
    Other Liabilities                        454,484
                     -------------------------------
        Total Stockholders Equity          3,058,379
                                --------------------
TOTAL LIABILITIES & EQUITY                30,826,796
                          --------------------------



15. Corporate Officers and Directors (Name, Street Address, City, State, ZIP
    Code)

                                 
- ------------------------------------------------------------------------------------------------------
                     President         Ray H. Witt, 30333 Southfield Rd., Southfield, MI 48076
- ------------------------------------------------------------------------------------------------------
                     Secretary         Larry D. Schwentor, 30333 Southfield Rd., Southfield, MI 48076
                     ---------------------------------------------------------------------------------
If Different         Treasurer         Richard A. Nawrocki, 30333 Southfield Rd., Southfield, MI 48076
than President       ---------------------------------------------------------------------------------
                     Vice-President    Malcolm Engleby, 30333 Southfield Rd., Southfield, MI 48076
- ------------------------------------------------------------------------------------------------------
                     Director          Ray H. Witt, 30333 Southfield Rd., Southfield, MI 48076
                     ---------------------------------------------------------------------------------
If Different         Director          Gary F. Ruff, 30333 Southfield Rd., Southfield, MI 48076
than Officers        ---------------------------------------------------------------------------------
                     Director          Richard A. Nawrocki, 30333 Southfield Rd., Southfield, MI 48076
                     ---------------------------------------------------------------------------------
                     Director
- ------------------------------------------------------------------------------------------------------



[ILLEGIBLE]  $15.00-without change of agent or registered office.
             $20.00-with change of agent or registered office.
             Include Corporate Name and CID Number on Check or
             Money Order Payable to: "STATE OF MICHIGAN".

[ILLEGIBLE]  Michigan Department of Commerce
             Corporation and Securities Bureau
             Corporation Division
             6546 Mercantile Way
             P.O. Box 30057
             Lansing, Michigan 48909

GOLD SEAL APPEARS ONLY ON ORIGINAL



             MICHIGAN ANNUAL REPORT - LIST OF ADDITIONAL DIRECTORS

NAME OF CORPORATION CMI-Cast Parts, Inc
CID # 103954

NAME AND ADDRESS:

Terry Franklin, Vice President, 30333 Southfield Rd., Southfield MI 48076
- --------------------------------------------------------------------------------
Gary F. Ruff, Executive V.P., 30333 Southfield Rd., Southfield, MI 48076
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

GOLD SEAL APPEARS ONLY ON ORIGINAL


- --------------------------------------------------------------------------------
             MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
              CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received                                    (FOR BUREAU USE ONLY)
 JUN 21 1999

- ----------------------------------------                    FILED
Name
                                                         JUN 21 1999
            517-663-2525 Ref # 94118
Address     Attn: Cheryl J. Bixby                       Administrator
            MICHIGAN RUNNER SERVICE          CORP. SECURITIES & LAND DEV. BUREAU

City        P.O. Box 266
            Eaton Rapids, MI 48827          EFFECTIVE DATE:
- ----------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

           CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
                     FOR USE BY DOMESTIC PROFIT CORPORATIONS
          (Please read information and instructions on the last page)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:

1.  The present name of the corporation is: CMI-CAST PARTS, INC.

2.  The identification number assigned by the Bureau is:  103-954

3.  The location of its registered office is:

1500 Fourth Avenue, P.O. Box 40        Cadillac, Michigan    49601
- -----------------------------------------------           -----------
       (Street Address)                 (City)             (ZIP Code)

4.  Article I of the Articles of Incorporation is hereby amended to read as
    follows:

    The name of the corporation is HAYES LEMMERZ INTERNATIONAL-CADILLAC, INC.

Article IV of the Articles of Incorporation is hereby amended to read as
follows:

1.  The address of the registered office is 15300 Centennial Drive, Northville,
    Michigan 48167.

3.  The name of the resident agent at the registered office is Patrick B. Carey.

GOLD SEAL APPEARS ONLY ON ORIGINAL



5.  (FOR AMENDMENTS ADOPTED BY UNANIMOUS CONSENT OF INCORPORATORS BEFORE THE
    FIRST MEETING OF THE BOARD OF DIRECTORS OR TRUSTEES.)

    The foregoing amendment to the Articles of Incorporation was duly adopted on
    the ___________day of ___________, 19_____, in accordance with the
    provisions of the Act by the unanimous consent of the incorporator(s) before
    the first meeting of the Board of Directors or Trustees.

    Signed this _____________ day of ________________, 19____.

    ____________________________         ______________________________
           (Signature)                            (Signature)

    ____________________________         _________________________________
        (Type or Print Name)                   (Type or Print Name)

    ____________________________         ______________________________
           (Signature)                            (Signature)

    ____________________________         _________________________________
        (Type or Print Name)                   (Type or Print Name)

6.  (FOR PROFIT CORPORATIONS, AND FOR NONPROFIT CORPORATIONS WHOSE ARTICLES
    STATE THE CORPORATION IS ORGANIZED ON A STOCK OR ON A MEMBERSHIP BASIS.)

    The foregoing amendment to the Articles of Incorporation was duly adopted on
    the 30th day of April, 1999 by the shareholders if a profit corporation, or
    by the shareholders or members if a nonprofit corporation (check one of the
    following)

    [ ] at a meeting. The necessary votes were cast in favor of the amendment.

    [ ] by written consent of the shareholders or members having not less than
        the minimum number of votes required by statute in accordance with
        Section 407(1) and (2) of the Act if a nonprofit corporation, or Section
        407(1) of the Act if a profit corporation. Written notice to
        shareholders or members who have not consented in writing has been
        given. (Note: Written consent by less than all of the shareholders or
        members is permitted only if such provision appears in the Articles of
        Incorporation.)

    [X] by written consent of all the shareholders or members entitled to vote
        in accordance with section 407(3) of the Act if a nonprofit corporation,
        or Section 407(2) of the Act if a profit corporation.

                       Signed this 17th day of June, 1999

                       By /s/ [ILLEGIBLE]
                          ------------------------------------------------------
                               (Signature of President, Vice-President,
                                   Chairperson, Vice-Chairperson)

      William D. Shovers                                Vice-President
     --------------------------------------------------------------------
     (Type or Print Name)                           (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL



- --------------------------------------------------------------------------------
              MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
              CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date received                                    (FOR BUREAU USE ONLY)
 JUN 28 1999

                                                           FILED

                                                        JUN 28 1999

- ----------------------------------------
517-663-2525 Ref # 94366
Attn: Cheryl J. Bixby                                  Administrator
MICHIGAN RUNNER SERVICE                     CORP., SECURITIES & LAND DEV. BUREAU
P.O. BOX 266
Eaton Rapids, MI 48827                      EXPIRATION DATE: DECEMBER 31, 2004
- ----------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

                          CERTIFICATE OF ASSUMED NAME
 FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES

           (Please read information and Instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or limited
liability company in item one executes the following Certificate:

1.  The true name of the corporation, limited partnership, or limited liability
    company is:
    HAYES LEMMERZ INTERNATIONAL-CADILLAC, INC.

2.  The identification number assigned by the Bureau is:  103-954

3.  The location of the corporation or limited liability company registered
    office in Michigan or the office at which the limited partnership records
    are maintained is:

   15300 Centennial Drive           Northville   Michigan        48167
   -----------------------------------------------------------------------------
     (Street Address)                 (City)      (State)      (ZIP Code)

4.  The assumed name under which business is to be transacted is:

    CMI - CAST PARTS, INC.

    COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE
    ENTITY.

                       Signed this 17th day of June 1999

                       By /s/ [ILLEGIBLE]
                          -------------------------------
                                   (Signature)

      William D. Shovers                                 Vice President
     -------------------                              ---------------------
     (Type or Print Name)                             (Type or Print Title)

     __________________________________________________________________________
- -    (Limited Partnership Only [ILLEGIBLE] Indicate Name of General Partner if
                           a corporation or Other Entity)

GOLD SEAL APPEARS ONLY ON ORIGINAL

BCS/CD-520(Rev.06/01)
- --------------------------------------------------------------------------------
               MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
                          BUREAU OF COMMERCIAL SERVICES
- --------------------------------------------------------------------------------
  Date Received            (FOR BUREAU USE ONLY)               FILED

- -----------------                                           APR 22 2002
                  This document is effective
                  on the date filed, unless a            CIS Administrator
                  subsequent effective date        BUREAU OF COMMERCIAL SERVICES
                  within 90 days after received             [ILLEGIBLE]
                  date is stated in the document.
- -------------------------------------------------
Name
  Kelly Brushaber
- -------------------------------------------------
Address
  15300 Centennial Drive
- -------------------------------------------------
City                 State         Zip Code
  Northville          MI            48167          EFFECTIVE DATE:
- -------------------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE. -
   IF LEFT BLANK DOCUMENT WILL BE MAILED TO THE REGISTERED OFFICE.

   CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT
  FOR USE BY DOMESTIC AND FOREIGN CORPORATIONS AND LIMITED LIABILITY COMPANIES
           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act 23,
Public Acts of 1993 (limited liability companies), the undersigned corporation
or limited liability company executes the following Certificate:

1.   The name of the corporation or limited liability company is:

         Hayes Lemmerz International - Cadillac, Inc.

2.   The identification number assigned by the Bureau is:  103-954

3.   a. The name of the resident agent on file with the Bureau is:
        Patrick B. Carey

     b. The location of the registered office on file with the Bureau is:

          15300 Centennial Drive, Northville, Michigan   48167
        ------------------------------------           ----------
            (Street Address)       (City)              (ZIP Code)

     c. The mailing address of the above registered office on file with the
        Bureau is:

                Same as above               , Michigan
        ------------------------------------           ----------
        (Street Address or P.O. Box) (City)            (ZIP Code)

  ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD

4.   a. The name of the resident agent is: Patrick C. Cauley

     b. The address of the registered office is:

          15300 Centennial Drive, Northville, Michigan   48167
        ------------------------------------           ----------
            (Street Address)       (City)              (ZIP Code)

     c. The mailing address of the registered office IF DIFFERENT THAN 4B is:

                                            , Michigan
        ------------------------------------           ----------
        (Street Address or P.O. Box) (City)            (ZIP Code)

5.   The above changes were authorized by resolution duly adopted by: 1. ALL
     CORPORATIONS: its Board of Directors; 2. PROFIT CORPORATIONS ONLY: the
     resident agent if only the address of the registered office is changed. In
     which case a copy of this statement has been mailed to the corporation; 3.
     LIMITED LIABILITY COMPANIES: an operating agreement, affirmative vote of a
     majority of the members pursuant to section 502(1), managers pursuant to
     section 405, or the resident agent if only the address of the registered
     office is changed.

6.   The corporation or limited liability company further states that the
     address of its registered office and the address of its resident agent, as
     changed, are identical.

Signature                 Type or Print Name and Title         Date Signed

/s/ [ILLEGIBLE]           Larry Karenko, Vice President        April 9, 2002

GOLD SEAL APPEARS ONLY ON ORIGINAL


                                                                    EXHIBIT 3.48

                                    BY-LAWS

                                       OF

                              CMI-CAST PARTS, INC.

                             A MICHIGAN CORPORATION

                    (INCLUDING ALL AMENDMENTS AS OF 1/14/94)

1.       SHAREHOLDERS' MEETING

         1.1      ANNUAL MEETING. The annual meeting of the Shareholders shall
be held in each year after the expiration of the fiscal year of the corporation
at such time and place as shall be determined by the Board of Directors, for the
purpose of electing Directors and of transacting such other business as may
properly be brought before the meeting.

         1.2      SPECIAL MEETINGS. A Special Meeting of the Shareholders may be
called to be held at such time and place as may be designated by the Chairperson
of the Board, a majority of the Board of Directors, or not less than an
aggregate of ten percent (10%) of the outstanding shares of stock of the
Corporation having the right to vote at such Special Meeting.

         1.3      NOTICE OF MEETINGS. Written notice of the time, place and
purposes of every meeting of the Shareholders of this Corporation shall be
given, either personally or by mail, not less than ten (10) nor more than sixty
(60) days before said meeting to each Shareholder of record of the Corporation
entitled to vote at such meeting. Notices shall state the authority pursuant to
which they are issued as, "by order of" the "Chairperson of the Board", "Board
of Directors", or "Shareholders".

         1.4      WAIVER OF NOTICE. Notice of the time, place and purpose of any
meeting of the Shareholders of this Corporation may be waived by telegram,
radiogram, cablegram, or other writing either before or after such meeting has
been held.

                  A Shareholder's attendance at a meeting of Shareholders, in
person or by proxy, will result in (a) a waiver of objection to lack of notice
or defective notice of the meeting unless the Shareholder at the beginning of
the meeting objects to holding the meeting or transacting business at the
meeting and (b) waiver of objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes described in the meeting
notice, unless the Shareholder objects to considering the matter when it is
presented.



         1.5      QUORUM. At every meeting of the Shareholders, the holders of
record of a majority of the outstanding shares of stock of the Corporation
entitled to vote at such meeting, whether present in person or represented by
proxy, shall constitute a quorum.

         1.6      RECORD DATE. The Board of Directors may fix in advance a date
not exceeding sixty (60) days nor less than ten (10) days preceding the original
date fixed for any meeting of Shareholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, as a record
date for the determination of the Shareholders entitled to notice of, and to
vote at, any such meeting, or entitled to receive payment of any such dividend,
or to any such allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock. In such case, such
Shareholders and only such Shareholders as shall be Shareholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of nay stock on the books of the Corporation or otherwise after any
such record date is fixed as aforesaid. Nothing in this Section shall affect the
rights of a Shareholder and his/her transferee or transferor as between
themselves.

         1.7      VOTING RIGHTS. At all times, each holder of record of the
common stock of the Corporation shall be entitled to one vote for each share of
common stock standing in his/her name on the books of the Corporation, subject,
however, to the full effect of the limitations imposed by the fixed record date
for determination of Shareholders set forth elsewhere in this Article.

         1.8      VOTE BY SHAREHOLDER CORPORATION. Shares standing in the name
of another domestic or foreign corporation may be voted by an officer or agent,
or by proxy appointed by an officer or agent of such corporation.

         1.9      ACTION BY UNANIMOUS WRITTEN CONSENT. Any action required or
permitted to be taken at an Annual or Special Meeting of Shareholders may be
taken without a meeting, without prior notice and without a vote, if before or
after the action all the Shareholders entitled to vote thereon consent thereto
in writing.

         1.10     ELECTRONIC PARTICIPATION. A Shareholder may participate in a
meeting of Shareholders by a conference telephone or by other similar
communications equipment through which all persons participating in the meeting
may communicate with the other participants. All participants shall be advised
of the communications equipment and the names of the participants in the

                                        2



conference shall be divulged to all participants. Participation in a meeting
pursuant to this Section constitutes presence in person at the meeting.

2.       SHARES

         2.1      CERTIFICATES. Every Shareholder of this Corporation shall be
entitled to a certificate of his or her shares signed by the Chairperson of the
Board, Vice-Chairperson of the Board, President or a Vice-President and which
may also be signed by another officer of the Corporation. Each such certificate
shall state on its face that the Corporation is formed under the laws of this
state, the name of the person to whom issued, the number and class of Shares,
and the designation of the series, if any, which the certificate represents.

3.       BOARD OF DIRECTORS

         3.1      NUMBER AND TERM OF OFFICE. The business, property and affairs
of the Corporation shall be managed by a Board of Directors composed of one (1)
or more members who need not be Shareholders. The number of Directors for the
Board of Directors shall be determined by a majority vote of the Shareholders.
The first Board of Directors shall hold office until the first annual meeting
of Shareholders. At the first annual meeting of Shareholders and at each annual
meeting thereafter, the Shareholders shall elect Directors to hold office until
the succeeding annual meeting. A Director shall hold office for the term for
which he or she is elected and until his or her successor is elected and
qualified, or until his or her resignation or removal. A Director may resign by
written notice to the Corporation. The resignation is effective upon its receipt
by the Corporation or a later time as set forth in the notice of resignation.

         3.2      VACANCIES. A vacancy occurring in the Board may be filled by
the Shareholders or the Board. A vacancy filled by the Board may be filled for a
term of office continuing only until the next election of Directors by the
Shareholders.

         3.3      ANNUAL MEETINGS. At the place of holding the annual meeting of
Shareholders and immediately following the same, the Board of Directors as
constituted upon final adjournment of such Shareholder meeting shall convene
without notice for the purpose of electing officers and transacting any other
business properly brought before it; provided, that the annual meeting in any
year may be held at a different time and place than that herein provided by
consent of a majority of the Directors of such new Board.

         3.4      REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such time and place as the Board of

                                        3



Directors shall from time to time determine by resolution of the Board of
Directors or by waiver of notice and consent. No notice of regular meetings of
the board shall be required.

         3.5      SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairperson of the Board or a majority of the Directors in
office at the time of the call, whenever in his/her or their judgment it may be
necessary, by giving reasonable notice, either personally or by mail or
telegram, of the time and place of such meeting. Any action taken at any such
meeting shall not be invalidated for want of notice if such notice shall be
waived as herein provided.

         3.6      WAIVER OF NOTICE. Notice of the time and place of any meeting
of the Board of Directors may be waived in writing or by telegram, radiogram, or
cablegram, either before or after such meeting has been held. A Director's
attendance at or participation in a meeting waves any required notice to him or
her of the meeting unless he or she at the beginning of the meeting, or upon his
or her arrival, objects to the meeting or the transacting of business at the
meeting and does not thereafter vote for or assent to any action taken at the
meeting.

         3.7      PURPOSE. Neither the business to be transacted nor the purpose
of a regular or special meeting need be specified in the notice or waiver of
notice of the meeting.

         3.8      ELECTRONIC PARTICIPATION. A Director may participate in a
meeting of the Board or of any committee designated by the Board by means of a
conference telephone or similar communications equipment through which all
persons participating in the meeting can communicate with the other
participants. Participation in a meeting pursuant to this subsection constitutes
presence in person at the meeting.

         3.9      QUORUM. A majority of the Directors then in office, or of the
members of a committee thereof, constitutes a quorum for the transaction of
business. If there shall be less than a quorum present at any meeting of the
Board of Directors, a majority of the Directors present may adjourn the meeting
from time to time without notice other than announcement at the meeting until a
quorum shall be present, at which time any business may be transacted which
might have been transacted at the meeting as first convened had there been a
quorum present. The vote or the majority of the Directors present at any meeting
of the Board or committee thereof at which a quorum is present constitutes the
action of the Board or of the committee except that amendment of these by-Laws
requires the vote of not less than a majority of the members of the Board then
in office.

         3.10     ACTION BY UNANIMOUS WRITTEN CONSENT. Action required or
permitted to be taken pursuant to authorization voted at a

                                        4



meeting of the Board or a committee thereof, may be taken without a meeting if,
before or after the action, all members of the Board then in office or of the
committee consent to the action in writing. The written consents shall be filed
with the minutes of the proceedings of the Board or the committee. The consent
has the same effect as a vote of the Board or committee for all purposes.

         3.11     ELECTION OF OFFICERS. The Board of Directors of the
Corporation shall elect or appoint a president, a secretary and a treasurer and
may elect or appoint a chairman of the board. None of said officers, except the
chairman of the board, need be a director. The Board of Directors shall have the
power to appoint such other officers and agents as the board may deem necessary
for the transaction of the business of the Corporation, including the power to
appoint one or more vice-presidents and one or more attorneys-in-fact.

4.       OFFICERS

         4.1      OFFICERS. The officers of the Corporation shall consist of a
president, secretary, treasurer and, if approved by the Board, a chairperson of
the Board, one or more vice-presidents and such other officers as may be
determined by the Board.

         4.2      CHAIRPERSON OF THE BOARD. The Chairperson of the Board shall
be selected by and from the membership of the Board of Directors. He/She shall
preside at all meetings of the Shareholders and of the Board of Directors.

         4.3      PRESIDENT. The President shall be the chief executive officer
of the Corporation. He/she shall, subject to the control of the Board of
Directors, have general and active management of the business of the
Corporation, with such general powers and duties of supervision and management
as are usually vested in the office of president of a corporation. He/she shall
see that all orders and resolutions of the Board of Directors are carried into
effect, and shall have such other powers and duties as may be assigned to
him/her by the Board of Directors.

         4.4      VICE-PRESIDENTS. The Board of Directors may select one or more
vice-president who, subject to the control of the president, shall have such
powers and duties as may be assigned to each of them by the Board of Directors.

         4.5      SECRETARY. The Secretary shall be selected by the Board of
Directors. Subject to the control of the Chairperson of the Board, he/she shall
attend all meetings of Shareholders and of the Board of Directors, and shall
preserve in books of the Corporation, true minutes of the proceedings of all
such meetings. He/she shall have such additional powers and duties as may be
assigned to him/her by the Board of Directors.

                                        5



         4.6      TREASURER. The Treasurer shall be selected by the Board of
Directors. Subject to the control of the President, he/she shall have custody of
all corporate funds and securities, and shall keep in books belonging to the
Corporation full and accurate accounts of all receipts and disbursements. He/she
shall deposit all monies, securities and other valuable effects in the name of
the Corporation in such depositories as may be designated for the purpose by the
Board of Directors. He/she shall disburse the funds of the Corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the Chairperson of the Board and the Directors at regular meetings of
the Board and whenever requested by them and to the President, an account of all
his transactions as Treasurer. He/she shall in general perform all duties
incident to the office of treasurer, and shall have such additional powers and
duties as may be assigned to him/her by the Board of Directors.

         4.7      TERM; REMOVAL OF OFFICERS AND AGENTS; RESIGNATION. An officer
elected or appointed as herein provided shall hold office for the term for
which he or she is elected or appointed and until his/her successor is elected
or appointed and qualified, or until his/her resignation or removal. Any officer
or agent may be removed by the Board of Directors at any time, with or without
cause. The removal of an officer shall be without prejudice to his contract
rights, if any. The election or appointment of an officer does not of itself
create contract rights. An officer may resign by written notice to the
Corporation. The resignation is effective upon its receipt by the Corporation or
at a subsequent time specified in the notice of resignation.

5.       EXECUTION OF INSTRUMENTS

         5.1      MONEY INSTRUMENTS. All checks, drafts and orders for payment
of money shall be signed in the name of the Corporation by such officer(s) or
agent(s) and in such manner including the use of facsimile signatures as the
Board of Directors shall from time to time designate for that purpose.

         5.2      OTHER INSTRUMENTS. The Board of Directors shall have power to
designate the officers and agents (or a single officer or agent) who shall have
authority to execute any contract, conveyance or other instrument or document on
behalf of the Corporation. When the execution of any contract, conveyance or
other instrument or document has been authorized without specification of the
executing officers, the Chairperson of the Board or President may execute the
same in the name and on behalf of the Corporation, or any Vice-President, and
the Secretary or Assistant Secretary may execute the same in the name and on
behalf of the Corporation.

                                        6



6.       INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES

         6.1      THIRD-PARTY PROCEEDING. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he/she is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him/her in connection with
such action, suit or proceeding if he/she acted in good faith and in a manner
he/she reasonably believed to be in or not opposed to the best interests of the
Corporation or its Shareholders, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his/her conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he/she reasonably believed to be in or not opposed to the best
interests of the Corporation or its Shareholders, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his/her
conduct was unlawful.

         6.2      DERIVATIVE SHAREHOLDER LIABILITY. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he/she
is or was a director, officer, employee or agent of the Corporation or is or
was serving at the request of the Corporation as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, whether for profit or
not, against expenses (including attorneys' fees) and amounts paid in settlement
actually and reasonably incurred by the person in connection with the action or
suit if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the Corporation or its
Shareholders; except that no indemnification shall be made for any claim, issue
or matter in which the person has been found liable to the Corporation except to
the extent ordered by a court of competent jurisdiction.

                                        7



7.       AMENDMENT OF BY-LAWS

         These by-laws may be altered; amended, added to, rescinded or repealed
by the affirmative vote of a majority of the Shares entitled to vote or, except
insofar as exercise of such power shall be contrary to the Articles of
Incorporation, by the Board of Directors.

                                        8


                                                                    EXHIBIT 3.49

- --------------------------------------------------------------------------------
       MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
Date Received       Adjusted per telephone            (FOR BUREAU USE ONLY)
JAN 20 1994         authorization from
                    David Tennent                            FILED

                                                          JAN 27 1994

                                                        Administrator
                                                 MICHIGAN DEPARTMENT OF COMMERCE
                                                 Corporation & Securities Bureau

- ---------------------------------------
Name
         David L. Tennent
- ---------------------------------------
Address
         801 W. Big Beaver Rd, Ste. 500
- ---------------------------------------
City            State      Zip Code
         Troy    MI         48084                     EFFECTIVE DATE:
- ---------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE. -

                      RESTATED ARTICLES OF INCORPORATION
                    FOR USE BY DOMESTIC PROFIT CORPORATIONS
            (Please read information and instructions on last page)

         Pursuant to the provisions of Act 284, Public Acts of 1972, the
undersigned corporation executes the following Articles:

1. The present name of the corporation is: CMI-EQUIPMENT & ENGINEERING, INC.

2. The Corporation identification number assigned by the Bureau is: 123-202

3. All former names of the corporation are: SEATON ENGINNERING COMPANY
                                            SEATON-SSK ENGINEERING, INC.

4. The date of filing the original Articles of Incorporation was: 4/25/73

         The following Restated Articles of Incorporation supersede the Articles
         of Incorporation as amended and shall be the Articles of Incorporation
         for the corporation:

ARTICLE I

The name of the corporation is: CMI-EQUIPMENT & ENGINEERING, INC.

ARTICLE II

The purpose of purposes for which the corporation is formed are: To engage in
   any activity within the purposes for which corporations may be formed under
   the Business Corporation Act of Michigan.

GOLD SEAL APPEARS ONLY ON ORIGINAL



ARTICLE III

The total authorized shares:

   Common shares 50,000               Preferred shares _________________________

   A statement of all or any of the relative rights, preferences and limitations
   of the shares of each class is as follows:

ARTICLE IV

1. The address of the current registered office is:

     30333 Southfield Road         Southfield, Michigan   48076
     ----------------------------------------           ---------
        (STREET ADDRESS)             (CITY)             (ZIP CODE)

2. The mailing address of the current registered office if different than above:

                                              , Michigan
     -----------------------------------------           ---------
       (P.O. BOX)                   (CITY)               (ZIP CODE)

3. The name of the current resident agent is: Ray H. Witt

ARTICLE V (OPTIONAL. DELETE IF NOT APPLICABLE.)

When a compromise or arrangement or a plan of reorganization of this corporation
is proposed between this corporation and its creditors or any class of them or
between this corporation and its shareholders or any class of them, a court of
equity jurisdiction within the state, on application of this corporation or of a
creditor or shareholder thereof, or on application of a receiver appointed for
the corporation, may order a meeting of the creditors or class of creditors or
of the shareholders or class of shareholders to be affected by the proposed
compromise or arrangement or reorganization, to be summoned in such manner as
the court directs. If a majority in number representing 3/4 in value of the
creditors or class of creditors, or of the shareholders or class of shareholders
to be affected by the proposed compromise or arrangement or a reorganization,
agree to a compromise or arrangement or a reorganization of this corporation as
a consequence of the compromise or arrangement, the compromise or arrangement
and the reorganization, if sanctioned by the court to which the application has
been made, shall be binding on all the creditors or class of creditors, or on
all the shareholders or class of shareholders and also on this corporation.

ARTICLE VI (OPTIONAL. DELETE IF NOT APPLICABLE.)

Any action required or permitted by the Act to be taken at an annual or special
meeting of shareholders may be taken without a meeting, without prior notice and
without a vote, if consents in writing, setting forth the action so taken, are
signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote on the action were present and
voted. The written consents shall bear the date of signature of each shareholder
who signs the consent. No written consents shall be effective to take the
corporate action referred to unless, within 60 days after the record date for
determining shareholders entitled to express consent to or to dissent from a
proposal without a meeting, written consents signed by a sufficient number of
shareholders to take the action are delivered to the corporation. Delivery shall
be to the corporation's registered office, its principal place of business, or
an officer or agent of the corporation having custody of the minutes of the
proceedings of its shareholders. Delivery made to a corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested.

Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to shareholders who have not
consented in writing.

GOLD SEAL APPEARS ONLY ON ORIGINAL



ARTICLE VII (ADDITIONAL PROVISIONS, IF ANY, MAY BE INSERTED HERE; ATTACH
ADDITIONAL PAGES IF NEEDED.)

SEE ADDENDUM ATTACHED HERETO AND MADE A PART HEREOF

5.       COMPLETE SECTION (a) IF THE RESTATED ARTICLES WERE ADOPTED BY THE
         UNANIMOUS CONSENT OF THE INCORPORATORS BEFORE THE FIRST MEETING OF THE
         BOARD OF DIRECTORS: OTHERWISE, COMPLETE SECTION (b)

         a.  [ ] These Restated Articles of Incorporation were duly adopted on
                 the _____ day of _____________, 19 ___________________________,
                 in accordance with the provisions of Section 642 of the Act by
                 the unanimous consent of the incorporators before the first
                 meeting of the Board of Directors.

                  Signed this_______ day of____________________________________,

                  19_____________________________ ______________________________

                  _______________________________ ______________________________
                   (SIGNATURES OF INCORPORATORS; TYPE OR PRINT NAME UNDER EACH
                                           SIGNATURE)

         b.  [X]  These Restated Articles of Incorporation were duly adopted on
                  the 14th day of JANUARY, 1994, in accordance with the
                  provisions of Section 642 of the Act and: (check one of the
                  following)

                  [ ]      were duly adopted by the Board of Directors without a
                           vote of the shareholders. These Restated Articles of
                           Incorporation only restate and integrate and do not
                           further amend the provisions of the Articles of
                           Incorporation as heretofore amended and there is no
                           material discrepency between those provisions and the
                           provisions of these Restated Articles.

                  [ ]      were duly adopted by the shareholders. The necessary
                           number of shares as required by statute were voted in
                           favor of these Restated Articles.

                  [ ]      were duly adopted by the written consent of the
                           shareholders having not less than the minimum number
                           of votes required by statute in accordance with
                           Section 407(1) of the Act. Written notice to
                           shareholders who have not consented in writing has
                           been given. (Note: Written consent by less than all
                           of the shareholders is permitted only if such
                           provision appears in the Articles of Incorporation.)

                  [X]      were duly adopted by the written consent of all the
                           shareholders entitled to vote in accordance with
                           Section 407(2) of the Act.

                                      Signed this 14 day of January, 1994

                                      By /s/ Richard A. Nawrocki
                                         ---------------------------------------
                                                     (SIGNATURE)

                                      Richard A. Nawrocki     Vice President
                                      -----------------------------------------
                                      (TYPE OR PRINT NAME) (TYPE OR PRINT TITLE)

GOLD SEAL APPEARS ONLY ON ORIGINAL



              ATTACHMENT TO RESTATED ARTICLES OF INCORPORATION OF
                       CMI-EQUIPMENT & ENGINEERING, INC.

ARTICLE VII

(1) A directory of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for a breach of fiduciary
duty as a director, except for liability: (a) for any breach of the director's
duty of loyalty to the corporation or its shareholders; (b) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (c) for a violation of Section 551 (1) of the Michigan
Business Corporation Act; (d) for any transaction from which the director
derived an improper personal benefit; or (e) for any act or omission occurring
prior to the date of the approval of this Article. In the event the Michigan
Business Corporation Act is amended after the approval of this Article to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the corporation
shall be eliminated or limited to the fullest extent permitted by the Michigan
Business Corporation Act, as so amended. Any repeal, modification or adoption
of any provision in these Articles of Incorporation inconsistent with this
Article shall not adversely affect any right or protection of a director of the
corporation existing at the time of such repeal, modification or adoption.

(2) Directors and officers of the corporation shall be indemnified as of right
to the fullest extent now or hereafter permitted by law in connection with any
actual or threatened civil, criminal, administrative or investigative action,
suit or proceeding (whether formal or informal and whether brought by or in the
name of the corporation, a subsidiary or otherwise) arising out of: (a) any
actual or alleged act or omission at any time as a director or officer of the
corporation, a subsidiary, or any organization for which the person is serving
at the request of the corporation; (b) their past, present or future status as a
director of officer of the corporation, a subsidiary or any organization for
which the person is serving at the request of the corporation. Persons who are
not directors or officers of the corporation may be similarly indemnified in
respect of such service to the extent authorized at any time by the board of
directors of the corporation. The provisions of this Article shall be applicable
to directors and officers who have ceased to render such service and shall inure
to the benefit of their heirs, executors and administrators. The right of
indemnity provided herein shall not be exclusive, and the corporation may
provide indemnification to any person, by agreement or otherwise, on such terms
and conditions as the board of directors of the corporation may approve. Any
agreement for indemnification of any director, officer, employee or other person
may provide indemnification rights which are broader or otherwise different than
those set forth in the Michigan Business Corporation Act.

GOLD SEAL APPEARS ONLY ON ORIGINAL



- --------------------------------------------------------------------------------
       MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
  Date Received                                (FOR BUREAU USE ONLY)
  OCT 05 1995

  -----------                                        FILED

                                                  OCT 09 1995

                                                        Administrator
                                                 MICHIGAN DEPARTMENT OF COMMERCE
                                                 Corporation & Securities Bureau

                EXPIRATION DATE: DECEMBER 31, 2000
- --------------------------------------------------------------------------------

                     CERTIFICATE OF RENEWAL OF ASSUMED NAME
                FOR USE BY CORPORATIONS AND LIMITED PARTNERSHIPS
           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act
213, Public Acts of 1982 (limited partnerships), the corporation or limited
partnership in item one executes the following Certificate:

1.       The true name and address of the corporate registered office or the
         address of the limited partnership's agent for service of process is:

                  CMI-EQUIPMENT & ENGINEERING, INC.             123202
                  % RAY H. WITT                          ---------------------
                  30333 SOUTHFIELD RD.                   Identification Number
                  SOUTHFIELD MI 48076

2.       The assumed name under which business is transacted is:

                  SEATON-SSK ENGINEERING CO.

3.       The registration of the assumed name is extended for a period expiring
         on December 31 of the fifth full calendar year following the year in
         which this renewal is filed, unless sooner terminated.

                           Signed this 4th day of October, 1995

                           By /s/ Richard A. Nawrocki
                              ------------------------------------------------
                                                  (Signature)

                           Richard A. Nawrocki, Vice President of Finance
                           ---------------------------------------------------
                             (Type or Print Name)  (Type or Print Title)

                           ___________________________________________________
                           (Limited Partnerships Only - Name of General Partner)

GOLD SEAL APPEARS ONLY ON ORIGINAL


                         CORPORATION INFORMATION UPDATE
                            (formerly Annual Report)

                                      1998    [ILLEGIBLE]   0601   PNAR   $15.00

[ ] TO CERTIFY THERE ARE NO CHANGES FROM YOUR PREVIOUS FILING CHECK THIS BOX AND
    SKIP TO ITEM 6. FILING FEE: $15.00
- --------------------------------------------------------------------------------
                              FOR BUREAU USE ONLY
- --------------------------------------------------------------------------------
123202                 THE OFFICE IS LOCATED AT:  RETURN TO:
                         6546 MERCANTILE WAY         MICHIGAN DEPARTMENT OF
                         LANSING MI 48910            CONSUMER AND INDUSTRY
                         (517) 334-6300              SERVICES CORPORATION,
                                                     SECURITIES AND LAND
                                                     DEVELOPMENT BUREAU
                                                     P.O. BOX 30057
IDENTIFICATION NUMBER                                LANSING MI 48909-7557
- --------------------------------------------------------------------------------
Corporate Name and Mailing Address

        CMI-EQUIPMENT & ENGINEERING, INC.
        30333 SOUTHFIELD RD.
        SOUTHFIELD MI 48076
- --------------------------------------------------------------------------------
                                                FILED BY DEPARTMENT JUN 30 1998

Registered Office Address in Michigan - No., STREET, CITY,  ZIP   Resident Agent
      30333 SOUTHFIELD RD.                                 48076  RAY H. WITT
      SOUTHFIELD
- --------------------------------------------------------------------------------
IF THERE ARE CHANGES FROM YOUR PREVIOUS FILING, YOU MUST COMPLETE ITEMS 1
THROUGH 6.

1.  Mailing address of registered           2.  Resident Agent if different than
    office if different than preprinted         above
    information above
                                                     Richard A. Nawrocki

3.  Address of registered office if different than preprinted information
    above-No., STREET, CITY, ZIP

4.  Describe the general nature and kind of business in which the corporation is
    engaged:



- ---------------------------------------------------------------------------------------
5.                          NAME                     BUSINESS OR RESIDENCE ADDRESS
- ---------------------------------------------------------------------------------------
                                        
              President
                 Richard A. Nawrocki          30333 Southfield Rd. Southfield, MI 48076
- ---------------------------------------------------------------------------------------
              Vice President
                 Robert Fiolek                30333 Southfield Rd. Southfield, MI 48076
   If         -------------------------------------------------------------------------
different     Secretary
  than           Larry D. Schwentor           30333 Southfield Rd. Southfield, MI 48076
President     -------------------------------------------------------------------------
              Treasurer
              & Vice President Renee Weinman  30333 Southfield Rd. Southfield, MI 48076
- ---------------------------------------------------------------------------------------
              Director
                 Ray H. Witt                  30333 Southfield Rd. Southfield, MI 48076
   If         -------------------------------------------------------------------------
different     Director
  than           Robert Herr                  30333 Southfield Rd. Southfield, MI 48076
Officers      -------------------------------------------------------------------------
              Director
                 Gary F. Ruff                 30333 Southfield Rd. Southfield, MI 48076
- ---------------------------------------------------------------------------------------


The corporation states that the address of its registered office and the address
of the business office of its resident agent are identical. Any changes were
authorized by resolution duly adopted by its board of directors.

If space is insufficient, you may include additional pages. PLEASE DO NOT STAPLE
ADDITIONAL PAGES TO THIS REPORT.

ENCLOSE $15.00 MADE PAYABLE TO THE STATE OF MICHIGAN. THIS REPORT MUST BE FILED
ON OR BEFORE MAY 15

6.  Signature of an authorized officer or agent   Title           Date
    of the corporation
           /s/ [ILLEGIBLE]                      Secretary       5/11/98

Required by Section 911, Act 284, Public Acts of 1972, as amended. Failure to
file this report may result in the dissolution of the corporation.

                                                                MAY 14 1998

GOLD SEAL APPEARS ONLY ON ORIGINAL



C&S 575(Rev.8/96)
- --------------------------------------------------------------------------------
             MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
              CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received                (FOR BUREAU USE ONLY)           FILED
JUN 21 1999
- -------------                                             JUNE 21 1999

                                                         Administrator
                                              CORP.SECURITIES & LAND DEV. BUREAU
- ----------------------------------------------
Name
        517-663-2525 Ref # 94118
        Attn: Cheryl J. Bixby
- ----------------------------------------------
Address
        MICHIGAN RUNNER SERVICE
        P.O. Box 266
- ----------------------------------------------
City
        Eaton Rapids, MI 48827                 EFFECTIVE DATE:
- ----------------------------------------------
- - Document will be returned to the name and address you enter above -

           CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
                    FOR USE BY DOMESTIC PROFIT CORPORATIONS
          (Please read information and instructions on the last page)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162,Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:

1.  The present name of the corporation is: CMI - EQUIPMENT & ENGINEERING, INC.

2.  The identification number assigned by the Bureau is:  123-202

3.  The location of its registered office is:

30333 Southfield Road                    Southfield     , Michigan     48076
- --------------------------------------------------------           -------------
   (Street Address)                         (City)                   (ZIP Code)

4.  Article I of the Articles of Incorporation is hereby amended to read as
    follows:

    The name of the corporation is HAYES LEMMERZ INTERNATIONAL - EQUIPMENT &
    ENGINEERING, INC.

Article IV of the Articles of Incorporation is hereby amended to read as
follows:

1.  The address of the registered office is 15300 Centennial Drive, Northville,
    Michigan 48167.

3.  The name of the resident agent at the registered office is Patrick B. Carey.

GOLD SEAL APPEARS ONLY ON ORIGINAL



5.  (FOR AMENDMENTS ADOPTED BY UNANIMOUS CONSENT OF INCORPORATORS BEFORE THE
    FIRST MEETING OF THE BOARD OF DIRECTORS OR TRUSTEES.)

    The foregoing amendment to the Articles of Incorporation was duly adopted on
    the _______________day of __________________, 19___, in accordance with the
    provisions of the Act by the unamimous consent of the incorporator(s) before
    the first meeting of the Board of Directors or Trustees.

         Signed this ____________day of _______________________ 19___.

_____________________________________    _______________________________________
           (Signature)                                (Signature)

_____________________________________    _______________________________________
      (Type or Print Name)                        (Type or Print Name)

_____________________________________    _______________________________________
          (Signature)                                 (Signature)

_____________________________________    _______________________________________

      (Type or Print Name)                        (Type or Print Name)

6.  (FOR PROFIT CORPORATIONS, AND FOR NONPROFIT CORPORATIONS WHOSE ARTICLES
    STATE THE CORPORATION IS ORGANIZED ON A STOCK OR ON A MEMBERSHIP BASIS.)

    The foregoing amendment to the Articles of Incorporation was duly adopted on
    the 30th day of April, 1999 by the shareholders if a profit corporation, or
    by the shareholders or members if a nonprofit corporation (check one of the
    following)

    [ ] at a meeting. The necessary votes were cast in favor of the amendment.

    [ ] by written consent of the shareholders or members having not less than
        the minimum number of votes required by statute in accordance with
        Section 407(1) and (2) of the Act if a nonprofit corporation, or Section
        407(1) of the Act if a profit corporation. Written notice to
        shareholders or members who have not consented in writing has been
        given. (Note: Written consent by less than all of the shareholders or
        members is permitted only if such provision appears in the Articles of
        Incorporation.)

    [X] by written consent of all the shareholders or members entitled to vote
        in accordance with section 407(3) of the Act if a nonprofit corporation,
        or Section 407(2) of the Act if a profit corporation.

                         Signed this 17th day of June, 1999

                         By /s/ William D. Shovers
                            ----------------------------------------------------
                           (Signature of President, Vice-President, Chairperson,
                            Vice-Chairperson)

           William D. Shovers                               Vice-President
      --------------------------------------------------------------------------
          (Type or Print Name)                           (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL



C&S 541(Rev.8/96)
- --------------------------------------------------------------------------------
             MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
              CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received               (FOR BUREAU USE ONLY)
 JUN 28 1999                                                FILED
- -------------
                                                         JUN 28 1999

- -----------------------------------------------
517-663-2525 Ref #94866                                 Administrator
Attn: Cheryl J. Bixby                        CORP. SECURITIES & LAND DEV. BUREAU
MICHIGAN RUNNER SERVICE
P.O. Box 266
Eaton Rapids, MI 48827                        EXPIRATION DATE: DECEMBER 31, 2004
- -----------------------------------------------
- -Document will be returned to the name and address you enter above-

                          CERTIFICATE OF ASSUMED NAME
 FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES
           (Please read information and instruction on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or limited
liability company in item one executes the following Certificate:

1.  The true name of the corporation, limited partnership, or limited liability
    company is: HAYES LEMMERZ INTERNATIONAL - EQUIPMENT & ENGINEERING, INC.

2.  The identification number assigned by the Bureau is:   123-202

3.  The location of the corporation or limited liability company registered
    office in Michigan or the office at which the limited partnership records
    are maintained is:

    15300 Centennial Drive          Northville           Michigan       48167
    ----------------------------------------------------------------------------
       (Street Address)               (City)              (State)     (ZIP Code)

4.  The Assumed name under which business is to be transacted is:

    CMI - EQUIPMENT & ENGINEERING, INC.

  COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

                       Signed this 17th day of June, 1999

                       By /s/ William D. Shovers
                          ------------------------------------------------------
                                              (Signature)

                   William D. Shovers                          Vice President
                  --------------------------------------------------------------
                 (Type or Print Name)                      (Type or Print Title)

                 ---------------------------------------------------------------
                                   [ILLEGIBLE]

GOLD SEAL APPEARS ONLY ON ORIGINAL



BCS/CD-520(Rev.06/01)
- --------------------------------------------------------------------------------
              MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
                         BUREAU OF COMMERCIAL SERVICES
- --------------------------------------------------------------------------------
  Date Received              (FOR BUREAU USE ONLY)              FILED

- -----------------                                            APR 22 2002
                  This document is effective
                  on the date filed, unless a                 [ILLEGIBLE]
                  subsequent effective date
                  within 90 days after received
                  date is stated in the document.
- -------------------------------------------------
Name
  Kelly Brushaber
- -------------------------------------------------
Address
  15300 Centennial Drive
- -------------------------------------------------
City                 State         Zip Code
  Northville          MI             48167         EFFECTIVE DATE:
- -------------------------------------------------
- -DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE.-
  IF LEFT BLANK DOCUMENT WILL BE MAILED TO THE REGISTERED OFFICE.

   CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT
  FOR USE BY DOMESTIC AND FOREIGN CORPORATIONS AND LIMITED LIABILITY COMPANIES
           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act
23, Public Acts of 1993 (limited liability companies), the undersigned
corporation or limited liability company executes the following Certificate:

1.  The name of the corporation or limited liability company is:
        Hayes Lemmerz International - Equipment & Engineering, Inc.

2.  The identification number assigned by the Bureau is: 123-202

3.  a.  The name of the resident agent on file with the Bureau is:
        Patrick B. Carey

    b.  The location of the registered office on file with the Bureau is:

        15300 Centennial Drive, Northville, Michigan    48167
        ----------------------------------           ----------
          (Street Address)        (City)             (ZIP Code)

    c.  The mailing address of the above registered office on file with the
        Bureau is:

                   Same as above          , Michigan
        ----------------------------------           ----------
        (street Address or P.O.Box) (City)           (ZIP Code)

  ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD

4.  a.  The name of the resident agent is: Patrick C. Cauley

    b.  The address of the registered office is:

    15300 Centennial Drive, Northville, Michigan    48167
    ----------------------------------           ----------
       (Street Address)      (City)              (ZIP Code)

    c.  The mailing address of the registered office IF DIFFERENT THAN 4B
        is:

                                          , Michigan
        ----------------------------------           ----------
        (street Address or P.O.Box) (City)           (ZIP Code)

5.  The above changes were authorized by resolution duly adopted by: 1.ALL
    CORPORATIONS: It BoardS of Directors: 2. PROFIT CORPORATIONS ONLY: the
    resident agent if only the address of the registered office is changed, in
    which case a copy of this statement has been mailed to the corporation;3.
    LIMITED LIABILITY COMPANIES: an operating agreement, affirmative vote of a
    majority of the members pursuant to section 502(1), managers pursuant to
    section 405, or the resident agent if only the address of the registered
    office is changed.

6.  The corporation or limited liability company further states that the address
    of its registered office and the address of its resident agent, as changed,
    are identical.

Signature                    Type or Print Name and Title          Date Signed

/s/ [ILLEGIBLE]              Larry Karenko, Vice President         April 9, 2002

GOLD SEAL APPEARS ONLY ON ORIGINAL


                                                                    EXHIBIT 3.50

                                     BY-LAWS

                                       OF

                        CMI-EQUIPMENT & ENGINEERING INC.

                             A MICHIGAN CORPORATION

                    (INCLUDING ALL AMENDMENTS AS OF 1/14/94)

1.       SHAREHOLDERS' MEETING

         1.1      ANNUAL MEETING. The annual meeting of the Shareholders shall
be held in each year after the expiration of the fiscal year of the Corporation
at such time and place as shall be determined by the Board of Directors, for the
purpose of electing Directors and of transacting such other business as may
properly be brought before the meeting.

         1.2      SPECIAL MEETINGS. A Special Meeting of the Shareholders may be
called to be held at such time and place as may be designated by the Chairperson
of the Board, a majority of the Board of Directors, or not less than an
aggregate of ten percent (10%) of the outstanding shares of stock of the
Corporation having the right to vote at such Special Meeting.

         1.3      NOTICE OF MEETINGS. Written notice of the time, place and
purposes of every meeting of the Shareholders of this Corporation shall be
given, either personally or by mail, not less than ten (10) nor more than sixty
(60) days before said meeting to each Shareholder of record of the Corporation
entitled to vote at such meeting. Notices shall state the authority pursuant to
which they are issued as, "by order of" the "Chairperson of the Board", "Board
of Directors", or "Shareholders".

         1.4      WAIVER OF NOTICE. Notice of the time, place and purpose of any
meeting of the Shareholders of this Corporation may be waived by telegram,
radiogram, cablegram, or other writing either before or after such meeting has
been held.

                  A Shareholder's attendance at a meeting of Shareholders, in
person or by proxy, will result in (a) a waiver of objection to lack of notice
or defective notice of the meeting unless the Shareholder at the beginning of
the meeting objects to holding the meeting or transacting business at the
meeting and (b) waiver of objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes described in the meeting
notice, unless the Shareholder objects to considering the matter when it is
presented.



         1.5      QUORUM. At every meeting of the Shareholders, the holders of
record of a majority of the outstanding shares of stock of the Corporation
entitled to vote at such meeting, wheather present in person or represented by
proxy, shall constitute a quorum.

         1.6      RECORD DATE. The Board of Directors may fix in advance a date
not exceeding sixty (60) days nor less than ten (10) days preceding the original
date fixed for any meeting of Shareholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, as a record
date for the determination of the Shareholders entitled to notice of, and to
vote at, any such meeting, or entitled to receive payment of any such dividend,
or to any such allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock. In such case, such
Shareholders and only such Shareholders as shall be Shareholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation or otherwise after any
such record date is fixed as aforesaid. Nothing in this Section shall affect the
rights of a Shareholder and his/her transferee or transferor as between
themselves.

         1.7      VOTING RIGHTS. At all times, each holder of record of the
common stock of the Corporation shall be entitled to one vote for each share of
common stock standing in his/her name on the books of the Corporation, subject,
however, to the full effect of the limitations imposed by the fixed record date
for determination of Shareholders set forth elsewhere in this Article.

         1.8      VOTE BY SHAREHOLDER CORPORATION. Shares standing in the name
of another domestic or foreign corporation may be voted by an officer or agent,
or by proxy appointed by an officer or agent of such corporation.

         1.9      ACTION BY UNANIMOUS WRITTEN CONSENT. Any action required or
permitted to be taken at an Annual or Special Meeting of Shareholders may be
taken without a meeting, without prior notice and without a vote, if before or
after the action all the Shareholders entitled to vote thereon consent thereto
in writing.

         1.10     ELECTRONIC PARTICIPATION. A Shareholder may participate in a
meeting of Shareholders by a conference telephone or by other similar
communications equipment through which all persons participating in the meeting
may communicate with the other participants. All participants shall be advised
of the communications equipment and the names of the participants in the

                                       2



conference shall be divulged to all participants. Participation in a meeting
pursuant to this Section constitutes presence in person at the meeting.

2.       SHARES

         2.1      CERTIFICATES. Every Shareholder of this Corporation shall be
entitled to a certificate of his or her shares signed by the Chairperson of the
Board, Vice-Chairperson of the Board, President or a Vice-President and which
may also be signed by another officer of the Corporation. Each such certificate
shall state on its face that the Corporation is formed under the laws of this
state, the name of the person to whom issued, the number and class of Shares,
and the designation of the series, if any, which the certificate represents.

3.       BOARD OF DIRECTORS

         3.1      NUMBER AND TERM OF OFFICE. The business, property and affairs
of the Corporation shall be managed by a Board of Directors composed of one (1)
or more members who need not be Shareholders. The number of Directors for the
Board of Directors shall be determined by a majority vote of the Shareholders.
The first Board of Directors shall hold office until the first annual meeting of
Shareholders. At the first annual meeting of Shareholders and at each annual
meeting thereafter, the Shareholders shall elect Directors to hold office until
the succeeding annual meeting. A Director shall hold office for the term for
which he or she is elected and until his or her successor is elected and
qualified, or until his or her resignation or removal. A Director may resign by
written notice to the Corporation. The resignation is effective upon its receipt
by the Corporation or a later time as set forth in the notice of resignation.

         3.2      VACANCIES. A vacancy occurring in the Board may be filled by
the Shareholders or the Board. A vacancy filled by the Board may be filled for a
term of office continuing only until the next election of Directors by the
Shareholders.

         3.3      ANNUAL MEETINGS. At the place of holding the annual meeting of
Shareholders and immediately following the same, the Board of Directors as
constituted upon final adjournment of such Shareholder meeting shall convene
without notice for the purpose of electing officers and transacting any other
business properly brought before it; provided, that the annual meeting in any
year may be held at a different time and place than that herein provided by
consent of a majority of the Directors of such new Board.

         3.4      REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such time and place as the Board of

                                       3



Directors shall from time to time determine by resolution of the Board of
Directors or by waiver of notice and consent. No notice of regular meetings of
the board shall be required.

         3.5      SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairperson of the Board or a majority of the Directors in
office at the time of the call, whenever in his/her or their judgment it may be
necessary, by giving reasonable notice, either personally or by mail or
telegram, of the time and place of such meeting. Any action taken at any such
meeting shall not be invalidated for want of notice if such notice shall be
waived as herein provided.

         3.6      WAIVER OF NOTICE. Notice of the time and place of any meeting
of the Board of Directors may be waived in writing or by telegram, radiogram, or
cablegram, either before or after such meeting has been held. A Director's
attendance at or participation in a meeting waives any required notice to him or
her of the meeting unless he or she at the beginning of the meeting, or upon his
or her arrival, objects to the meeting or the transacting of business at the
meeting and does not thereafter vote for or assent to any action taken at the
meeting.

         3.7      PURPOSE. Neither the business to be transacted nor the purpose
of a regular or special meeting need be specified in the notice or waiver of
notice of the meeting.

         3.8      ELECTRONIC PARTICIPATION. A Director may participate in a
meeting of the Board or of any committee designated by the Board by means of a
conference telephone or similar communications equipment through which all
persons participating in the meeting can communicate with the other
participants. Participation in a meeting pursuant to this subsection constitutes
presence in person at the meeting.

         3.9      QUORUM. A majority of the Directors then in office, or of the
members of a committee thereof, constitutes a quorum for the transaction of
business. If there shall be less than a quorum present at any meeting of the
Board of Directors, a majority of the Directors present may adjourn the meeting
from time to time without notice other than announcement at the meeting until a
quorum shall be present, at which time any business may be transacted which
might have been transacted at the meeting as first convened had there been a
quorum present. The vote of the majority of the Directors present at any meeting
of the Board or committee thereof at which a quorum is present constitutes the
action of the Board or of the committee except that amendment of these By-Laws
requires the vote of not less than a majority of the members of the Board then
in office.

         3.10     ACTION BY UNANIMOUS WRITTEN CONSENT. Action required or
permitted to be taken pursuant to authorization voted at a

                                       4



meeting of the Board or a committee thereof, may be taken without a meeting if,
before or after the action, all members of the Board then in office or of the
committee consent to the action in writing. The written consents shall be filed
with the minutes of the proceedings of the Board or the committee. The consent
has the same effect as a vote of the Board or committee for all purposes.

         3.11     ELECTION OF OFFICERS. The Board of Directors of the
Corporation shall elect or appoint a president, a secretary and a treasurer and
may elect or appoint a chairman of the board. None of said officers, except the
chairman of the board, need be a director. The Board of Directors shall have the
power to appoint such other officers and agents as the board may deem necessary
for the transaction of the business of the Corporation, including the power to
appoint one or more vice-presidents and one or more attorneys-in-fact.

4.       OFFICERS

         4.1      OFFICERS. The officers of the Corporation shall consist of a
president, secretary, treasurer and, if approved by the Board, a chairperson of
the Board, one or more vice-presidents and such other officers as may be
determined by the Board.

         4.2      CHAIRPERSON OF THE BOARD. The Chairperson of the Board shall
be selected by and from the membership of the Board of Directors. He/she shall
preside at all meetings of the Shareholders and of the Board of Directors.

         4.3      PRESIDENT. The President shall be the chief executive officer
of the Corporation. He/she shall, subject to the control of the Board of
Directors, have general and active management of the business of the
Corporation, with such general powers and duties of supervision and management
as are usually vested in the office of president of a corporation. He/she shall
see that all orders and resolutions of the Board of Directors are carried into
effect, and shall have such other powers and duties as may be assigned to
him/her by the Board of Directors.

         4.4      VICE-PRESIDENTS. The Board of Directors may select one or more
vice-president who, subject to the control of the president, shall have such
powers and duties as may be assigned to each of them by the Board of Directors.

         4.5      SECRETARY. The Secretary shall be selected by the Board of
Directors. Subject to the control of the Chairperson of the Board, he/she shall
attend all meetings of Shareholders and of the Board of Directors, and shall
preserve in books of the Corporation, true minutes of the proceedings of all
such meetings. He/she shall have such additional powers and duties as may be
assigned to him/her by the Board of Directors.

                                       5



         4.6      TREASURER. The Treasurer shall be selected by the Board of
Directors. Subject to the control of the President, he/she shall have custody of
all corporate funds and securities, and shall keep in books belonging to the
Corporation full and accurate accounts of all receipts and disbursements. He/she
shall deposit all monies, securities and other valuable effects in the name of
the Corporation in such depositories as may be designated for the purpose by the
Board of directors. He/she shall disburse the funds of the Corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the Chairperson of the Board and the Directors at regular meetings of
the Board and whenever requested by them and to the President, an account of all
his transactions as Treasurer. He/she shall in general perform all duties
incident to the office of treasurer, and shall have such additional powers and
duties as may be assigned to him/her by the Board of Directors.

         4.7      TERM; REMOVAL OF OFFICERS AND AGENTS; RESIGNATION. An officer
elected or appointed as herein provided shall hold office for the term for which
he or she is elected or appointed and until his/her successor is elected or
appointed and qualified, or until his/her resignation or removal. Any officer or
agent may be removed by the Board of Directors at any time, with or without
cause. The removal of an officer shall be without prejudice to his contract
rights, if any. The election or appointment of an officer does not of itself
create contract rights. An officer may resign by written notice to the
Corporation. The resignation is effective upon its receipt by the Corporation or
at a subsequent time specified in the notice of resignation.

5.       EXECUTION OF INSTRUMENTS

         5.1      MONEY INSTRUMENTS. All checks, drafts and orders for payment
of money shall be signed in the name of the Corporation by such officer(s) or
agent(s) and in such manner including the use of facsimile signatures as the
Board of Directors shall from time to time designate for that purpose.

         5.2      OTHER INSTRUMENTS. The Board of Directors shall have power to
designate the officers and agents (or a single officer or agent) who shall have
authority to execute any contract, conveyance or other instrument or document on
behalf of the Corporation. When the execution of any contract, conveyance or
other instrument or document has been authorized without specification of the
executing officers, the Chairperson of the Board or President may execute the
same in the name and on behalf of the Corporation, or any Vice-President, and
the Secretary or Assistant Secretary may execute the same in the name and on
behalf of the Corporation.

                                       6



6.       INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES

         6.1      THIRD-PARTY PROCEEDING. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative ( other than an action by or in the
right of the Corporation) by reason of the fact that he/she is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him/her in connection with
such action, suit or proceeding if he/she acted in good faith and in a manner
he/she reasonably believed to be in or not opposed to the best interests of the
Corporation or its Shareholders, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his/her conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he/she reasonably believed to be in or not opposed to the best
interests of the Corporation or its Shareholders, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his/her
conduct was unlawful.

         6.2      DERIVATIVE SHAREHOLDER LIABILITY. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he/she
is or was a director, officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, whether for profit or
not, against expenses (including attorneys' fees) and amounts paid in settlement
actually and reasonably incurred by the person in connection with the action or
suit if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the Corporation or its
Shareholders; except that no indemnification shall be made for any claim, issue
or matter in which the person has been found liable to the Corporation except
to the extent ordered by a court of competent jurisdiction.

                                       7



7.       AMENDMENT OF BY-LAWS

         These by-laws may be altered, amended, added to, rescinded or repealed
by the affirmative vote of a majority of the Shares entitled to vote or, except
insofar as exercise of such power shall be contrary to the Articles of
Incorporation, by the Board of Directors.

                                        8


                                                                    EXHIBIT 3.51



                            ARTICLES OF INCORPORATION

                                       OF

                                CMI - TEXAS, INC.


         The undersigned natural person of the age of eighteen (18) years or
more, acting as incorporator of a corporation under the Texas Business
Corporation Act, hereby adopts the following Articles of Incorporation for the
corporation.

                                    ARTICLE I

         The name of the corporation is CMI - TEXAS, INC.

                                   ARTICLE II

         The period of its duration is perpetual.

                                   ARTICLE III

         The purposes for which the corporation is organized are to transact any
and all lawful business for which corporations may be incorporated under the
Texas Business Corporation Act.

                                   ARTICLE IV

         The aggregate number of shares which the corporation shall have the
authority to issue is 10,000 shares of common stock, of the par value of $1.00
each.

                                    ARTICLE V

         The corporation will not commence business until it has received for
the issuance of its shares, consideration of the value of one Thousand Dollars
($1,000.00) Consisting of money, labor done or property actually received,
which sum is not less than $1,000.00.

                                   ARTICLE VI

         The address of the corporation's initial registered office is 416 N.
Stanton, Suite 700, El Paso, Texas 79901 and the name of its initial registered
agent at such address is Hector Delgado.

                                   ARTICLE VII

         The number of directors constituting the initial Board of Directors are
three, and thereafter the number of directors shall be fixed by the Bylaws of
the Corporation. The names and



addresses of the persons who are to serve as directors until the first annual
meeting of the shareholders and until their successor or successors are elected
and qualified are as follows:



     Name                               Address
     ----                               -------
                            
Ray H. Witt                    19400 West Eight Mile Road
                               Southfield, Michigan 48075

Malcolm Engleby                19400 West Eight Mile Road
                               Southfield, Michigan 48075

W. Frank Suit                  19400 West Eight Mile Road
                               Southfield, Michigan 48075


                                  ARTICLE VIII

         The name and address of the incorporator is:



     Name                                   Address
     ----                                   -------
                                   
Hector Delgado                        P.O. Box 54
                                      El Paso, Texas 79940


         IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of May,
1986.

                                                    /s/ Hector Delgado
                                                    ----------------------------
                                                    Hector Delgado

THE STATE OF TEXAS         Section
        Section
THE COUNTY OF EL PASO      Section

         I, BARBARA A. PAGE, a Notary Public, do hereby certify that on this the
27th day of May, 1986, personally appeared before me, HECTOR DELGADO, who, being
by me duly sworn declared that he is the person who signed the foregoing
document as incorporator, and that the statements contained therein are true.

                                                  /s/ Barbara A. Page
                                                  ------------------------------
                                                  Notary Public in and for the
                                                  State of Texas

My Commission Expires:

BARBARA A. PAGE, Notary Public
In and for the State of Texas
[ILLEGIBLE]
2712H

                                       -2-




CMI Corporation
2600 Telegraph Road
P.O. Box 2026
Bloomfield Hills, MI 48303-2026
Telephone 313 456 0000
Telex TWX 810 232 1667

                                                      [A TORCHMARK COMPANY LOGO]

May 30, 1986

Secretary of State Office
State of Texas

To Whom it Hay Concern:

         CMI Corporation has been informed that CMI International, Inc. is
filing Articles of Incorporation for a new subsidiary corporation to be formed
in Texas. Such new corporation, if incorporated, will be called CHI-Texas, Inc.

         CHI Corporation and CHI International, Inc. (including all the
companies owned by CMI International, Inc.), according to representations made
to us by counsel for CMI International, Inc., do not compete with each other,
and do not experience any significant confusion due to the similarity of names.
Therefore, CMI Corporation has no objections to the formation of CMI-Texas, Inc.
Therefore, please use this letter as the consent of CMI Corporation to CMI
International, Inc.'s filing of Articles of Incorporation to form CMI-Texas,
Inc.

         If you should have any questions, please feel free to contact me at
(313) 857-3907.

Sincerely,

/s/ Stanley Bies
- -----------------------------
Stanley Bies
Associate General Counsel-Tax

SB/jb


                               SECRETARY OF STATE
                                  AUSTIN, TEXAS

DETERMINATION OF FORFEITURE PURSUANT TO SECTION 171.309, TEXAS TAX CODE
ANNOTATED

         CAME TO BE CONSIDERED ON THE DATE SHOWN HEREON, FORFEITURE OF THE
CHARTER OR CERTIFICATE OF AUTHORITY OF THE FOLLOWING CORPORATION; THE SECRETARY
OF STATE FINDS AND DETERMINES THE FOLLOWING:

                                CORPORATION NAME

CMI - TEXAS, INC.



                                                CERTIFICATE/CHARTER
CHARTER NO.-TYPE          RTDB FORFEITED             FORFEITED
                                          
  799474-00                 06/24/1988              12/05/1988


THAT THE COMPTROLLER OF PUBLIC ACCOUNTS HAS NOTIFIED THIS OFFICE THAT SAID
CORPORATION HAS FAILED TO FILE A CURRENT YEAR FRANCHISE TAX REPORT TO ESTABLISH
THE EXISTENCE OF ASSETS FROM WHICH A JUDGEMENT FOR THE FRANCHISE TAXES,
PENALTIES AND COURT COSTS MAY BE SATISFIED.
THAT THE COMPTROLLER OF PUBLIC ACCOUNTS HAS FURTHER STATED THAT THE SAID
CORPORATION HAS FAILED OR REFUSED TO REVIVE ITS RIGHT TO DO BUSINESS.

IT IS THEREFORE ORDERED THAT THE CHARTER OR CERTIFICATE OF AUTHORITY OF THE
ABOVE NAMED CORPORATION BE AND THE SAME IS HEREBY FORFEITED WITHOUT JUDICIAL
ASCERTAINMENT AND MADE NULL AND VOID, AND THAT THE PROPER ENTRY BE MADE UPON THE
PERMANENT FILES AND RECORDS OF SUCH CORPORATION TO SHOW SUCH FORFEITURE AS OF
THE DATE HEREOF.


                                                                 FILED
                                                         In the Office of the
                                                     Secretary of State of Texas

                                                              APR 17 1989

                                                         Corporations Section

                        APPLICATION FOR REINSTATEMENT AND
                         REQUEST TO SET ASIDE FORFEITURE

By:     CMI-Texas, Inc.                             Character No. 00799474-20
    -----------------------------------------------
             (Corporate Name)
                                                Taxpayer Id. No. / 74-2418656 /

         WHEREAS the character of the above corporation was forfeited on
December 5, 1988 for:

(check one)

         1.________ failure to maintain a registered agent, or

         2.________ failure to pay State Franchise Tax, or

         3.   X     (other) Under Payment of State Franchise Tax

         WHEREAS the corporation has corrected the default noted above and has
paid all fees, taxes, and penalties due;

         NOW THEREFORE, the corporation hereby applies for reinstatement of its
corporate charter, and requests that the Secretary of State set aside the
forfeiture of the corporation.

                                                By: /s/ W. Frank Suit  Secretary
                                                   -----------------------------
                                                     (signature)       (title)

                                                   W. F. Suit

         Franchise taxes pd. thru 04/30/89
- --------------------------------------------------------------------------------

              INSTRUCTIONS FOR FILING APPLICATION FOR REINSTATEMENT

1) Submit Original and One Copy of the application.

2) The application must be signed by an Officer, Director or Shareholder of the
Corporation.

3) The filing fee for an application for reinstatement is $50.00 for business
corporations. Non-Profit corporations are assessed a filing fee of $25.00 for
non-tax reinstatements. No fee is required for non-profit corporations forfeited
for tax reasons.

                     (Instructions continue on reverse side)

                                                                    RECEIVED
                                                              SECRETARY OF STATE

                                                                  FEB 03 1989



                                                                 FILED
                                                         In the Office of the
                                                     Secretary of State of Texas

                                                              OCT 05 1994

                                                         Corporations Section

                         STATEMENT OF CHANGE OF ADDRESS
                               OF REGISTERED AGENT

1.       The name of the corporation represented by such registered agent is:
         CMI-Texas, Inc.

         The corporation's charter number is: 00799474-0.

2.       The name of the registered agent is: Hector Delgado.

2.       The address at which such registered agent has maintained the
         registered office is: 416 N. Stanton, 7th Floor, El Paso, Texas 79901.

3.       The new address at which such registered agent will maintain the
         registered office for said corporation is: 521 Texas Ave., El Paso,
         Texas 79901.

4.       Notice of the change has been given to said corporation in writing at
         least ten (10) days prior to the filing of this Statement of Change of
         Address.

                                                        /s/ Hector Delgado
                                                        ---------------------
                                                        Hector Delgado



                                                                 FILED
                                                         In the Office of the
                                                     Secretary of State of Texas

                                                              APR 24 1996

                                                         Corporations Section

                         STATEMENT OF CHANGE OF ADDRESS
                               OF REGISTERED AGENT

1.       The name of the corporation represented by such registered agent is:
         CMI-Texas, Inc.

         The corporation's charter number is: 00799474-0

2        The name of the registered agent is Hector Delgado.

2        The address at which such registered agent has maintained the
         registered office is. 521 Texas Ave, E1 Paso, Texas 79901

3.       The new address at which such registered agent will maintain the
         registered office for said corporation is 221 N. Kansas, Ste. 1400, E1
         Paso, Texas 79901

4        Notice of the change has been given to said corporation in writing at
         least ten (10) days prior to the filing of this Statement of Change of
         Address

                                                        /s/ Hector Delgado
                                                        ---------------------
                                                        Hector Delgado



                                                                 FILED
                                                         In the Office of the
                                                     Secretary of State of Texas

                                                              JUN 21 1999

                                                         Corporations Section

                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                                CMI - TEXAS, INC.

         Pursuant to the provisions of Art. 9.10 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:

         ARTICLE ONE: The name of the corporation is CMI - TEXAS, INC.

         ARTICLE TWO: The following amendments to the Articles of Incorporation
were adopted by written consent of the shareholder on April 30, 1999 in
accordance with article 9.10 of the Texas Business Corporation Act, and any
written notice required by such article has been given.

         Article One of the Articles of Incorporation is hereby amended so as to
read as follows:

         ARTICLE ONE: The name of the corporation is HAYES LEMMERZ
         INTERNATIONAL-LAREDO, INC.

         Article Six of the Articles of Incorporation is hereby amended so as to
         read as follows:

         ARTICLE SIX: The address of the corporation's registered office is 350
         North St. Paul Street, Dallas, Texas 75201 and the name of its
         registered agent at such address is CT Corporation System.

         ARTICLE THREE: The holder of all of the 10,000 shares outstanding and
entitle to vote on said amendments has signed a consent in writing adopting
said amendments.

         IN WITNESS WHEREOF, CMI - TEXAS, INC. has caused this Amendment to be
signed in its name and on its behalf and attested on this 17th day of June, 1999
by duly authorized officers of the Corporation.

                                                   CMI - TEXAS, INC.

                                                   By: /s/ William D. Shovers
                                                       -------------------------
                                                       Name:  William D. Shovers
                                                       Title: Vice President

ATTEST:

By: /s/ Patrick B. Carey
    ---------------------------
    Name:  Patrick B. Carey
    Title. Assistant Secretary



                                     [SEAL]

OFFICE OF THE                                               CORPORATIONS SECTION
SECRETARY OF STATE                                                 P O Box 13697
                                                        Austin, Texas 78711-3697

                                                                 FILED
                                                         In the Office of the
                                                     Secretary of State of Texas
                                                              JUL 26 1999

                                                         Corporations Section

                            ASSUMED NAME CERTIFICATE

1.       THE NAME OF THE CORPORATION, LIMITED LIABILITY COMPANY LIMITED
         PARTNERSHIP, OR REGISTERED LIMITED LIABILITY PARTNERSHIP AS STATED IN
         ITS ARTICLES OF INCORPORATION, ARTICLES OF ORGANIZATION, CERTIFICATE OF
         LIMITED PARTNERSHIP, APPLICATION FOR CERTIFICATE OF AUTHORITY OR
         COMPARABLE DOCUMENT IS HAYES LEMMERZ INTERNATIONAL-LAREDO, INC.

2.       THE ASSUMED NAME UNDER WHICH THE BUSINESS OR PROFESSIONAL SERVICE IS OR
         IS TO BE CONDUCTED OR RENDERED IS CMI-TEXAS, INC

3.       THE STATE, COUNTRY, OR OTHER JURISDICTION UNDER THE LAWS OF WHICH IT
         WAS INCORPORATED, ORGANIZED OR ASSOCIATED IS TEXAS, AND THE ADDRESS OF
         ITS REGISTERED OR SIMILAR OFFICE IN THAT JURISDICTION IS 350 North St.
         Paul Street, Dallas, Texas 75201

4.       THE PERIOD, NOT TO EXCEED 10 YEARS, DURING WHICH THE ASSUMED NAME WILL
         BE USED IS 10 Years

5.       THE ENTITY IS A (CIRCLE ONE):

                                      BUSINESS CORPORATION
                                      NON-PROFIT CORPORATION
                                      PROFESSIONAL CORPORATION
                                      PROFESSIONAL ASSOCIATION
                                      LIMITED LIABILITY COMPANY
                                      LIMITED PARTNERSHIP
                                      REGISTERED LIMITED LIABILITY PARTNERSHIP

         IF THE ENTITY IS SOME OTHER TYPE OF INCORPORATED BUSINESS, PROFESSIONAL
         OR OTHER ASSOCIATION, PLEASE SPECIFY BELOW:

         _______________________________________________________________________

6.       IF THE ENTITY IS REQUIRED TO MAINTAIN A REGISTERED OFFICE IN TEXAS, THE
         ADDRESS OF THE REGISTERED OFFICE IS 350 North St Paul Street, Dallas,
         Texas 75201 AND THE NAME OF ITS REGISTERED AGENT AT SUCH ADDRESS IS CT
         Corporation System THE ADDRESS OF THE PRINCIPAL OFFICE (IF NOT THE SAME
         AS THE REGISTERED OFFICE) IS __________________________________________
         _______________________________________________________________________



7.       IF THE ENTITY IS NOT REQUIRED TO OR DOES NOT MAINTAIN A REGISTERED
         OFFICE IN TEXAS, THE OFFICE ADDRESS IN TEXAS IS _______________________
         AND IF THE ENTITY IS NOT INCORPORATED, ORGANIZED OR ASSOCIATED UNDER
         THE LAWS OF TEXAS, THE ADDRESS OF ITS PLACE OF BUSINESS IN TEXAS IS
         __________________________________ AND THE OFFICE ADDRESS ELSEWHERE IS
         _______________________________________________________________________

8.       THE COUNTY OR COUNTIES WHERE BUSINESS OR PROFESSIONAL SERVICES ARE
         BEING OR ARE TO BE CONDUCTED OR RENDERED UNDER SUCH ASSUMED NAME ARE
         (IF APPLICABLE, USE THE DESIGNATION "ALL" OR "ALL EXCEPT"):
         ALL

                                /s/ William D. Shovers
                                ------------------------------------------------
                                SIGNATURE OF OFFICER, GENERAL PARTNER, MANAGER,
                                REPRESENTATIVE OR ATTORNEY-IN-FACT OF THE ENTITY

STATE OF MICHIGAN

COUNTY OF WAYNE

BEFORE ME, THE UNDERSIGNED AUTHORITY, ON THIS DAY PERSONALLY APPEARED WILLIAM D.
SHOVERS KNOWN TO ME TO BE THE PERSON WHO SIGNED THE FOREGOING INSTRUMENT, AND
ACKNOWLEDGED TO ME THAT HE EXECUTED THE INSTRUMENT FOR THE PURPOSES THEREIN
EXPRESSED.

GIVEN UNDER MY HAND AND SEAL OF OFFICE ON THIS 17th DAY OF June 1999

         (NOTARY SEAL)

                                 /s/ Patricia M. Cecchini
                                -------------------------------
                                NOTARY PUBLIC

                                          PATRICIA M. CECCHINI Notary Public
                                               Oakland County, Michigan
                                            My Commission Expires 4-2-2003

FORM NO. 503
REVISED 6/96

         The office of the Secretary of State does not discriminate on the basis
of race, color, national organ, sex, religion, age or disability in employment
or the provision of services





aT Code- 13196                           Do not write in the space above
                               -------------------------------------------------
TEXAS FRANCHISE TAX            c. Taxpayer identification number  d. Report year
PUBLIC INFORMATION REPORT      -                  1-74-2418656-1  -         2002
MUST be filed with your        ------------------------------------------------
Corporation Franchise Tax Report

Corporation name and address                 e. PIR/IND - [ ] 1, 2, 3, 4
HAYES LEMMERZ INTERNATIONAL -        -------------------------------------------
LAREDO, INC.                         Secretary of State file number or, if none,
15300 CENTENNIAL DRIVE                     Comptroller unchartered number
NORTHVILLE         MI       48167    -------------------------------------------
                                                   g. -                   -
                                     Item k on Franchise
                                     Tax Report form. Page 1 00799474-00  2
                                     -------------------------------------------

The following information MUST be provided for the Secretary of State (S.O.S.)
by each corporation that files a Texas Corporation Franchise Tax Report.

The information will be available for public inspection.

"SECTION A" MUST BE COMPLETE AND ACCURATE.                   PLEASE SIGN BELOW!

If preprinted information is not correct, please type or print the correct
information.

[ ] Check here if there are currently no changes to the information preprinted
    in Sections A, B, and C of this report.

- --------------------------------------------------------------------------------
Corporation's principal office
  15300 CENTENNIAL DRIVE, NORTHVILLE, MI 48167
- --------------------------------------------------------------------------------
Principal place of business
  P.O. BOX 2159, LAREDO, TX 78044
- --------------------------------------------------------------------------------

SECTION A. Name, title and mailing address of each officer and director. Use
additional sheets, if necessary.


- ---------------------------------------------------------------------------------------------
                                                      
NAME                             TITLE          DIRECTOR       Social Security No. (Optional)
  SANDBERG, DANIEL M.            PRESIDENT      [ ] YES
- ---------------------------------------------------------------------------------------------
MAILING ADDRESS                                                Expiration date (mm-dd-yyyy)
  15300 CENTENNIAL DRIVE, NORTHVILLE, MI 48167
- ---------------------------------------------------------------------------------------------
NAME                             TITLE          DIRECTOR       Social Security No. (Optional)
  HILTZ, KENNETH A.              V. PRESIDENT   [ ] YES
- ---------------------------------------------------------------------------------------------
MAILING ADDRESS                                                Expiration date (mm-dd-yyyy)
  15300 CENTENNIAL DRIVE, NORTHVILLE, MI 48167
- ---------------------------------------------------------------------------------------------
NAME                             TITLE          DIRECTOR       Social Security No. (Optional)
  KARENKO, LARRY                 V. PRESIDENT   [X] YES
- ---------------------------------------------------------------------------------------------
MAILING ADDRESS                                                Expiration date (mm-dd-yyyy)
  15300 CENTENNIAL DRIVE, NORTHVILLE, MI 48167
- ---------------------------------------------------------------------------------------------
NAME                             TITLE          DIRECTOR       Social Security No. (Optional)
  SALVETTE, JOHN A               V. PRESIDENT   [ ] YES
- ---------------------------------------------------------------------------------------------
MAILING ADDRESS                                                Expiration date (mm-dd-yyyy)
  15300 CENTENNIAL DRIVE, NORTHVILLE, MI 48167
- ---------------------------------------------------------------------------------------------
NAME                             TITLE          DIRECTOR       Social Security No. (Optional)
  SINDLING, GARY J.              TREASURER      [ ] YES
- ---------------------------------------------------------------------------------------------
MAILING ADDRESS                                                Expiration date (mm-dd-yyyy)
  15300 CENTENNIAL DRIVE, NORTHVILLE, MI 48167
- ---------------------------------------------------------------------------------------------


SECTION B. List each corporation in which this reporting corporation owns an
           interest of ten percent (10%) or more. Enter the information
           requested for each corporation if none, enter "NONE." Use additional
           sheets, if necessary.


- ----------------------------------------------------------------------------------------------------------------------
                                                                                          
Name of owned (Subsidiary) corporation     State of incorporation     Texas S.O.S file number      Percentage interest
  INDUSTRIAS FRONTERIZAS HLI, SA DE CV               MM               NONE                         99.999
- ----------------------------------------------------------------------------------------------------------------------
Name of owned (subsidiary) corporation     State of incorporation     Texas S.O.S. file number     Percentage Interest
  HLI-MEXICANA, SA DE CV                             MM               NONE                         99.9998
- ----------------------------------------------------------------------------------------------------------------------


SECTION C. List each corporation that owns an interest of ten percent (10%) or
           more in this reporting corporation. Enter the information  requested
           for each corporation. If none, enter "NONE." Use additional sheets,
           if necessary.


- ----------------------------------------------------------------------------------------------------------------------
                                                                                          
Name of owning (parent) corporation        State of incorporation     Texas S.O.S. file number     Percentage Interest
  HAYES LEMMERZ INTERNATIONAL-CMI, INC.              MI               NONE                               100
- ----------------------------------------------------------------------------------------------------------------------


Registered agent and registered office currently on file. (Changes must be filed
separately with the Secretary of State.)

Agent:  CT CORPORATION SYSTEM
Office: 350 N. ST. PAUL ST.                [ ] Check here if you need forms
        DALLAS, TX 75201                       to change this information.

I declare that the information in this document and any attachments is true and
correct to the best of my knowledge and belief and that a copy of this report
has been mailed to each person named in this report who is an officer or
director and who is not currently employed by this corporation or a related
corporation.



              Officer, director, or other authorized person      Title              Date      Daytime phone (Area code and number)
                                                                                  
sign here     /s/ Mark W. Jankowski                              ASST. TREASURER    5/2/02    (734) 737-5130




SECTION A

                        ADDITIONAL DIRECTORS AND OFFICERS



     NAME/ADDRESS                             TITLE               DIRECTOR
     ------------                             -----               --------
                                                            
JANKOWSKI, MARK W.                        ASST. TREASURER
15300 CENTENNIAL DRIVE
NORTHVILLE, MI 48167

CAULEY, PATRICK C.                        ASST. SECRETARY
15300 CENTENNIAL DRIVE
NORTHVILLE, MI 48167



                                                                    EXHIBIT 3.52

                                     BYLAWS

                                       OF

                               CMI - TEXAS, INC.

                                    ARTICLE I

                                     OFFICES

1.01     The principal office of the Corporation in the State of Texas shall be
located in the City of El Paso, County of El Paso, Texas. The Corporation shall
have such other offices, either within or without the State of Texas, as the
Board of Directors may designate or as the business of the Corporation may
require from time to time.

                                   ARTICLE II

                              SHAREHOLDERS MEETINGS

                                PLACE OF MEETINGS

2.01.    All meetings of the Shareholders shall be held at the principal office
of the Corporation or any other place within or without the state as may be
designated for that purpose from time to time by the Board of Directors.

                             TIME OF ANNUAL MEETING

2.02.    All annual meetings of the Stockholders shall be held each year at 9:00
a.m. on the third Wednesday following the end



of the Corporation's fiscal year. If this day falls on a legal holiday, the
annual meeting shall be held at the same time on the next following business day
thereafter.

                               NOTICE OF MEETINGS

2.3.     Notices of meetings stating the place, day and hour of the meeting and
in case of a special meeting, the purpose or purposes for which the meeting is
called, shall be given in writing to each Shareholder entitled to vote at the
meeting at least ten (10) but not more than fifty (50) days before the date of
the meeting, either personally or by mail or other means of written
communication, addressed to the stockholder at his address appearing on the
books or given notice by him to the Corporation for the purpose of such notice.
Notice of adjourned meetings is not necessary unless the meeting is adjourned
for thirty (30) days or more, in which case notice of the adjourned meeting
shall be given as in the case of any special meeting.

2.4.     Special meetings of the Stockholders, for any purpose or purposes, may
be called at any time by the President or the Board of Directors, or by any one
or more Directors and shall be called by the Chairman of the Board of Directors
at the request of the holders of not less than ten percent (10%) of all the
outstanding shares of the Corporation entitled to vote at the meeting.

                                       -2-



                                     QUORUM

2.05.    A majority of the voting shares constitutes a quorum for the
transaction of business. Business may be continued after withdrawal of enough
Shareholders to leave less than a quorum.

                                  VOTING LISTS

2.06.    The officer or agent having charge of the stock transfer books for
shares of the Corporation shall make a complete list of the Shareholders
entitled to vote at each meeting of shareholders or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each. Such list shall be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any Shareholder during the
whole time of the meeting for the purposes thereof.

                                     VOTING

2.07.    Only persons in whose names shares appear on the share records of the
Corporation on the date on which notice of the meeting is mailed shall be
entitled to vote at such meeting unless some other day is fixed by the Board of
Directors for the determination of Shareholders of record. Voting for the
election of Directors shall be by voice unless any Shareholder demands a ballot
vote before the voting begins.

                                       -3-



                                      PROXY

2.08.    Every person entitled to vote or execute consents may do so either in
person or by written proxy executed in writing by the Shareholder or his duly
authorized attorney-in-fact.

                              CONSENT OF ABSENTEES

2.09.    No defect in the calling or noticing of a Shareholders' meeting will
affect the validity of any action at the meeting if a quorum was present and if
each Shareholder not present in person or by proxy signs a written waiver of
notice, consent to the holding of a meeting, or approval of the minutes, either
before or after the meeting, and such waivers, consents, or approvals are filed
with the corporate records or made a part of the minutes of the meeting.

                             ACTION WITHOUT MEETING

2.10.    Action may be taken by the Shareholders without a meeting if each
Shareholder entitled to vote signs a written consent of action, and such
consents are filed with the Secretary of the Corporation.

                             SHAREHOLDERS' DEADLOCK

2.11.    If the Shareholders are so divided that the votes necessary for action
by the Shareholders cannot be obtained with the consequence that the business
and affairs of the Corporation

                                       -4-



can no longer be conducted to the advantage of the Shareholders generally, a
provisional Shareholder or Shareholders shall be appointed to act only on the
deadlocked issue as follows: If the deadlocked Shareholders can agree on the
selection and appointment of an impartial person who is neither an employee nor
a creditor of the Corporation, such provisional Shareholder shall be appointed
and shall have all the rights and powers of a Shareholder who owns one share of
common stock of the Corporation, including the right to notice and to vote at
meetings of Shareholders. If the Shareholders cannot agree upon a single
provisional Shareholder, one provisional Shareholder shall be selected by each
side of the deadlocked shareholders, and a third provisional Shareholder shall
be selected by the first two provisional Shareholders chosen. All three
provisional Shareholders shall have all the rights and powers of a Shareholder
who owns one share of common stock of the Corporation. The decision of the
majority of the Shareholders (including the provisional Shareholder or
Shareholders, as the case may be) shall be binding on the nonprovisional
Shareholders who were deadlocked. The compensation of the provisional
Shareholder(s) is to be agreed to in advance, prior to assuming the position(s)
of provisional Shareholder(s), by the provisional Shareholder(s) and the
deadlocked Shareholders.

                                       -5-



                                  ARTICLE THREE

                                    DIRECTORS

                                     POWERS

3.01.    The Directors shall act only as a board. All corporate powers of the
Corporation shall be exercised by, or under the authority of, and the business
and affairs of the Corporation shall be controlled by the Board of Directors,
subject, however, to such limitations as are imposed by law, the Articles of
Incorporation or these Bylaws, as to actions to be authorized or approved by the
Shareholders. The Board of Directors may, by contract or otherwise, given
general, or limited, or special power and authority to the officers and
employees of the Corporation to transact the general business, or any special
business, of the Corporation and may give powers of attorney to agents of the
Corporation to transact any special business requiring such authorization.

                      NUMBER AND QUALIFICATION OF DIRECTORS

3.02.    The authorized number of Directors of the Corporation shall be not less
than one nor more than five. The Directors need not be Shareholders of the
Corporation or residents of Texas. Subject to foregoing, the actual number of
Directors holding office at any one time shall be determined by resolution of
the Board of Directors. No decrease in the number of

                                       -6-



Directors shall have the effect of shortening the term of any incumbent
Director.

                           ELECTION AND TERM OF OFFICE

3.03.    Directors shall be elected annually by the Shareholders entitled to
vote and shall hold office until their respective successors are elected or
until their death, resignation, or removal.

                                    VACANCIES

3.04.    Vacancies in the Board of Directors not caused by an increase in the
number of Directors may be filled by majority of the remaining Directors, though
less than a quorum or by a sole remaining Director. Any vacant directorship to
be filled by reason of an increase in the number of Directors shall be filled by
election at an annual meeting or at a special meeting of Shareholders called for
that purpose. The Shareholders may elect a Director at any time to fill any
vacancy not filled by the Directors.

                              REMOVAL OF DIRECTORS

3.05.    The entire Board of Directors or any individual Director may be removed
from office with or without cause by vote of the holders of the majority of the
shares entitled to vote for Directors, at any regular or special meeting of such
shareholders.

                                       -7-



                                PLACE OF MEETINGS

3.06.    All meetings of the Board of Directors shall be held at the principal
office of the Corporation or at such place within or without the state as may be
designated from time to time by resolution of the Board or by written consent of
all the members of the Board.

                                REGULAR MEETINGS

3.07.    Regular meetings of the Board of Directors shall be held without call
or notice immediately following each annual meeting of the Shareholders of this
Corporation and at such other times as the Directors may determine.

                        SPECIAL MEETINGS-CALI AND NOTICE

3.08.    Special meetings of the Board of Directors for any purpose shall be
called at any time by the Chairman of the Board of Directors, or if he is absent
or unable or refuses to act, by the President, any Vice President or any two
Directors. Written notices of the special meetings stating the time and, in
general terms the purpose or purposes thereof, shall be mailed or telegraphed or
personally delivered to each Director not later than the day before the day
appointed for the meeting.

                                     QUORUM

3.09.    A majority of the authorized number of Directors shall be necessary to
constitute a quorum for the transaction of

                                       -8-



business except to adjourn as hereinafter provided. Every act or decision done
or made by a majority of the Directors present shall be regarded as the act of
the Board of Directors unless a greater number be required by law or by the
Articles of Incorporation.

                          BOARD ACTION WITHOUT MEETING

3.10.    Any action required or permitted to be taken by the Board of Directors
may be taken without a meeting and with the same force and effect as unanimous
vote of Directors, if all members of the Board shall individually or
collectively consent in writing to such action.

                               ADJOURNMENT-NOTICE

3.11.    A quorum of the Directors may adjourn any Directors' meeting to meet
again at a stated day and hour. Notice of the time and place of holding an
adjourned meeting shall not be given to absent Directors if the time and place
is fixed at the meeting adjourned. In the absence of a quorum, a majority of the
Directors present at any Directors' meeting, either regular or special, may
adjourn from time to time until the time fixed for the next regular meeting of
the Board.

                               CONDUCT OF MEETINGS

3.12.    The President or, in his absence, any Director selected by the
Directors present shall preside at the meetings of the

                                       -9-



Board of Directors. The Secretary of the Corporation, or, in his absence, any
person appointed by the presiding officer, shall act as Secretary of the Board
of Directors.

                                  COMPENSATION

3.13.    Directors and members of committees may receive such compensation, if
any, for their services and such reimbursement for expenses as may be fixed or
determined by resolution of the Board.

                               DIRECTORS' DEADLOCK

3.14.    If the Directors are so divided respecting the management of the
Corporation's business and affairs that the votes required for action by the
Board of Directors cannot be obtained with the consequence that the business and
affairs of the Corporation can no longer be conducted to the advantage of the
Shareholders generally, a provisional Director or Directors shall be appointed
to act only on the deadlocked issue as follows: If the deadlocked Directors can
agree on the selection and appointment of an impartial person who is not an
employee, Shareholder or a creditor of the Corporation such provisional Director
shall be appointed and shall have all of the rights and powers of a duly elected
Director of the Corporation including the right to notice of and to vote at
meetings of Directors. If the Directors cannot agree upon a single provisional
Director,

                                      -10-



one provisional Director shall be selected by each side of the deadlocked
Directors, and a third provisional Director shall be selected by the first two
provisional Directors chosen. All three of the provisional Directors as provided
for herein shall have all of the rights and powers of a duly elected Director of
the Corporation. The decision of the majority of the Directors (including the
provisional Director or Directors, as the case may be) shall be binding on the
non-provisional Directors who were deadlocked. The compensation of the
provisional Director(s) is to be agreed to in advance, prior to assuming the
position(s) of provisional Director(s), by the provisional Director(s) and the
deadlocked Directors.

                                  ARTICLE FOUR

                                    OFFICERS

                              TITLE AND APPOINTMENT

4.01.    The officers of the Corporation shall be a President, a Secretary, a
Treasurer, and such Vice-President, assistants and other officers as the Board
of Directors shall from time to time determine. All officers shall be elected by
and hold office at the pleasure of the Board of Directors which shall fix the
compensation and tenure of all officers.

                                      -11-



                                    PRESIDENT

4.02.    The President shall be the principal executive officer of the
Corporation and, subject to the control of the Board of Directors, shall in
general supervise and control all of the business and affairs of the
Corporation. The President shall preside at all meetings of the Shareholders and
of the Board of Directors. He may sign, with the Secretary or any other proper
officer of the Corporation authorized by the Board of Directors, certificates
for shares of the Corporation, any deeds, mortgages, bonds, contracts or other
instruments which the Board of Directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated by
the Board of Directors or by these Bylaws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed or executed; and
in general shall perform all duties incident to the office of President and such
other duties as may be prescribed by the Board of Directors from time to time.

                                    SECRETARY

4.03.    The Secretary shall: (a) keep the minutes of the proceedings of the
Shareholders and of the Board of Directors in one or more books provided for
that purpose; (b) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c) be custodian of the

                                      -12-



corporate records and of the seal of the Corporation and see that the seal of
the Corporation is affixed to all documents the execution of which on behalf of
the Corporation under its seal is duly authorized; (d) keep a register of the
postoffice address of each Shareholder which shall be furnished to the Secretary
by such Shareholder; (e) sign with the President, certificates for shares of the
Corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors; (f) have general charge of the stock transfer books of
the Corporation; and (g) in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the President or by the Board of Directors.

                                    TREASURER

4.04.    The Treasurer shall: (a) have charge and custody of and be responsible
for all funds and securities of the Corporation; (b) receive and give receipts
for moneys due and payable to the Corporation from any source whatsoever, and
deposit all such moneys in the name of the Corporation in such banks, trust
companies or other depositaries as shall be selected in accordance with the
provisions of Article V of these Bylaws; and (c) in general perform all of the
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned to him by the President or by the Board of

                                      -13-



Directors. If required by the Board of Directors, the Treasurer shall give a
bond for the faithful discharge of his duties in such sum determine.

                          SECRETARY AND VICE PRESIDENTS

4.05.    In the absence or disablity of the President the Secretary shall
perform all the duties of the President, and when so acting shall have the
powers of, and be subject to all the restrictions on, the President. If so
chosen by the Board of Directors, the Vice Presidents shall have such powers and
perform such duties as from time to time may be prescribed for them respectively
by the Board of Directors or the Bylaws.

                                  ARTICLE FIVE

                            EXECUTION OF INSTRUMENTS

                                   SIGNATORIES

5.01.    The Board of Directors may, in its discretion, determine the method and
designate the signatory officer or officers or other person or persons to
execute any Corporation instrument or to sign the corporate name without
limitation except where otherwise provided by law and such execution or
signature shall be binding upon the Corporation.

                                      -14-



                                      LOANS

5.02.    No loans shall be contracted on behalf of the Corporation and no
evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be general or confined
to specific instances.

                                   ARTICLE SIX

                         ISSUANCE AND TRANSFER OF SHARES

                     CERTIFICATES FOR PAID AND UNPAID SHARES

6.01.    Certificates for shares of the Corporation shall be issued only when
fully paid.

                               SHARE CERTIFICATES

6.02.    The Corporation shall deliver certificates representing all shares to
which Shareholders are entitled which certificates shall be in such form and
device as the Board of Directors may provide. Each certificate shall bear upon
its face the statement that the Corporation is organized in Texas, the name in
which it is issued, the number and series, and the par value. The certificates
shall be signed by the President and the Secretary or an Assistant Secretary,
which signatures may be in facsimile if the certificates are to be countersigned
by a transfer agent or registered by registrar, and the seal of the Corporation

                                      -15-



shall be affixed thereto. The certificates shall contain on the faces or backs
such recitiations or references as are required by law.

                           REPLACEMENT OF CERTIFICATES

6.03.    No new certificates shall be issued until the former certificate for
the shares represented thereby shall have been surrendered and cancelled except
in the case of lost or destroyed certificates for which the Board of Directors
may order new certificates to be issued upon such terms, conditions, and
guarantees as the Board may see fit to impose, including the filing of
sufficient indemnity.

                               TRANSFER OF SHARES

6.04.    Shares of the Corporation may be transferred by endorsement, by the
signature of the owner, his agent, attorney, or legal representative and the
delivery of the certificate. The transferee in any transfer of shares shall be
deemed to have full notice of and to consent to the Bylaws of the Corporation to
the same extent as if he had signed a written assent thereto.

                                  ARTICLE SEVEN

                               RECORDS AND REPORTS

                         INSPECTION OF BOOKS AND RECORDS

7.01.    All books and records provided for by statute shall be open to
inspection of the Shareholders from time to time and to

                                      -16-



the extent expressly provided by statute or these Bylaws, and not otherwise. The
Directors may examine such books and records at all reasonable times.

                          CLOSING STOCK TRANSFER BOOKS

7.02.    The Board of Directors, in their discretion, may close the transfer
books for a period not exceeding 50 days preceding any meeting, annual or
special, of the Shareholders or the day appointed for the payment of a dividend.

                                   FISCAL YEAR

7.03.    The fiscal year of the Corporation shall be designated by resolution of
the Board of Directors.

                                  ARTICLE EIGHT

                              AMENDMENT OF BYLAWS

8.01.    The power to alter, amend, or repeal these Bylaws is vested in the
Directors, subject to repeal or change by action of the Shareholders.

                                  ARTICLE NINE

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

9.01.    Each Director or officer of the Corporation, each former Director or
officer, and any person who serves or has served at

                                      -17-



the request of the Corporation as a Director or officer of another corporation
in which the Corporation owned shares of the capital stock or of which it was a
creditor, shall be indemnified by the Corporation against any costs and expenses
which may be imposed upon or actually and necessarily incurred by him (and for
which he is not otherwise reimbursed), including the amount of any judgments or
fines, in connection with the defense of any action, suit or proceeding whether
criminal or civil, in which he may be named as a party by reason of his being or
having been such Director or officer, or by reason of any action alleged to have
been taken or omitted by him in either such capacity; provided, however, that
the Corporation shall not indemnify any such person against any costs or
expenses imposed upon or incurred by him in relation to matters as to which he
shall be finally adjudged to be liable for negligence or misconduct in the
performance of duty. In the event of a settlement of any such action, suit or
proceeding prior to final adjudication, or in the event of a settlement of any
claim made against any such person by reason of his being or having been such
Director or officer, such person shall be indemnified against any costs and
expenses actually incurred by him, including any amount paid to effect such
settlement, if the Corporation is advised by independent counsel selected or
approved by its Board of Directors that he acted without negligence or
misconduct in the performance of duty and that

                                      -18-



such costs and expenses are not unreasonable. In the event of a criminal action,
suit or proceeding, a conviction or judgment (whether based on a plea of guilty
or nolo contendere or its equivalent, or after trial) shall not be deemed an
adjudication that such person is liable for negligence or misconduct in the
performance of duty if he acted in good faith in what he considered to be the
best interests of the Corporation or such other corporation and with no
reasonable cause to believe that the action was illegal.

9.02.    The right of indemnification in this Article provided shall inure to
each person referred to in the first paragraph of this Article whether or not he
is such Director or officer at the time such costs or expenses are imposed or
incurred, and whether or not the claim asserted against him is based on matters
which antedate the adoption of these Bylaws; and in the event of his death or
incapacity shall extend to his legal representatives. Each person who shall act
as a Director or officer of the Corporation, or of any such other corporation at
the request of the Corporation, shall be deemed to be doing so in reliance upon
such right of indemnification; and such right shall not be exclusive of any
other right which he may have.

                                      -19-



                           SIGNATURES AND ATTESTATION

         The undersigned hereby certifies that the Bylaws were adopted by the
Board of Directors as of the 9th day of June, 1986

                                                        /s/ W. Frank Suit
                                                        ________________________
                                                        W. Frank Suit, Secretary

2715H

                                      -20-


                                                                    EXHIBIT 3.53

- --------------------------------------------------------------------------------
        MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
                                                       (FOR BUREAU USE ONLY)

  Date Received                                                FILED

                     Adjusted per telephone              JAN 31 1994
   JAN 20 1994       authorization from
                     David Tennent                       Administrator
                                                MICHIGAN DEPARTMENT OF COMMERCE
                                                Corporation & Securities Bureau
- --------------------------------------
Name
  David L. Tennent
- --------------------------------------
Address
  801 W. Big Beaver Rd, Ste. 500
- --------------------------------------
City          State      Zip Code
  Troy         MI         48084                 EFFECTIVE DATE
- --------------------------------------
- - Document will be returned to the name and address your enter above. -

                       RESTATED ARTICLES OF INCORPORATION
                    FOR USE BY DOMESTIC PROFIT CORPORATIONS
            (Please read information and instructions on last page)

     Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned
corporation executes the following Articles:

1.   The present name of the corporation is:  CMI - DEARBORN, INC.

2.   The corporation identification number assigned by the Bureau is:  106-605

3.   All former names of the corporation are:
                 Dearborn Machine Products, Co.

4.   The date of filing the original Articles of Incorporation was: 6/10/66

     The following Restated Articles of Incorporation supersede the Articles of
     Incorporation as amended and shall be the Articles of Incorporation for the
     corporation:

ARTICLE I

The name of the corporation is: CMI-DEARBORN, INC.

ARTICLE II

The purpose or purposes for which the corporation is formed are: To engage in
any activity within the purposes for which corporations may be formed under the
Business Corporation Act of Michigan.

GOLD SEAL APPEARS ONLY ON ORIGINAL



ARTICLE III

The total authorized shares:

     Common shares 50,000                  Preferred shares__________________

     A statement of all or any of the relative rights, preferences and
     limitations of the shares of each class is as follows:

ARTICLE IV

1.   The address of the current registered office is:

        30333 Southfield Road               Southfield, Michigan      48076
     -------------------------------------------------            -------------
          (STREET ADDRESS)                    (CITY)                (ZIP CODE)

2.   The mailing address of the current registered office if different than
     above:

     ---------------------------------------------------, Michigan ------------
           (P.O. BOX)                         (CITY)                (ZIP CODE)

3.   The name of the current resident agent is: Richard A. Nawrocki

ARTICLE V (OPTIONAL. DELETE IF NOT APPLICABLE.)

When a compromise or arrangement or a plan of reorganization of this corporation
is proposed between this corporation and its creditors or any class of them or
between this corporation and its shareholders or any class of them, a court of
equity jurisdiction within the state, on application of this corporation or of a
creditor or shareholder thereof, or on application of a receiver appointed for
the corporation, may order a meeting of the creditors or class of creditors or
of the shareholders or class of shareholders to be affected by the proposed
compromise or arrangement or reorganization, to be summoned in such manner as
the court directs. If a majority in number representing 3/4 in value of the
creditors or class of creditors, or of the shareholders or class of shareholders
to be affected by the proposed compromise or arrangement or a reorganization,
agree to a compromise or arrangement or a reorganization of this corporation as
a consequence of the compromise or arrangement, the compromise or arrangement
and the reorganization, if sanctioned by the court to which the application has
been made, shall be binding on all the creditors or class of creditors, or on
all the shareholders or class of shareholders and also on this corporation.

ARTICLE VI (OPTIONAL. DELETE IF NOT APPLICABLE.)

Any action required or permitted by the Act to be taken at an annual or special
meeting of shareholders may be taken without a meeting, without prior notice and
without a vote, if consents in writing, setting forth the action so taken, are
signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote on the action were present and
voted. The written consents shall bear the date of signature of each shareholder
who signs the consent. No written consents shall be effective to take the
corporate action referred to unless, within 60 days after the record date for
determining shareholders entitled to express consent to or to dissent from a
proposal without a meeting, written consents signed by a sufficient number of
shareholders to take the action are delivered to the corporation. Delivery shall
be to the corporation's registered office, its principal place of business, or
an officer or agent of the corporation having custody of the minutes of the
proceedings of its shareholders. Delivery made to a corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested.

Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to shareholders who have not
consented in writing.

GOLD SEAL APPEARS ONLY ON ORIGINAL



ARTICLE VII (ADDITIONAL PROVISIONS, IF ANY, MAY BE INSERTED HERE; ATTACH
ADDITIONAL PAGES IF NEEDED.)

     SEE ADDENDUM ATTACHED HERETO AND MADE A PART HEREOF

5.   COMPLETE SECTION (a) IF RESTATED ARTICLES WERE ADOPTED BY THE UNANIMOUS
     CONSENT OF THE INCORPORATORS BEFORE THE FIRST MEETING OF THE BOARD OF
     DIRECTORS; OTHERWISE, COMPLETE SECTION (b)

     a. [ ] These Restated Articles of Incorporation were duly adopted on the
            _______day of______________, 19______, in accordance with the
            provisions of Section 642 of the Act by the unanimous consent of the
            incorporators before the first meeting of the Board of Directors.

            Signed this______________ day of_________________________, 19_______

            __________________________      ____________________________________

            __________________________      ____________________________________
          (SIGNATURES OF INCORPORATORS; TYPE OR PRINT NAME UNDER EACH SIGNATURE)

     b. [X] These Restated Articles of Incorporation were duly adopted on the
            14th day of JANUARY, 1994, in accordance with the provisions of
            Section 642 of the Act and: (check one of the following)

            [ ] were duly adopted by the Board of Directors without a vote of
                the shareholders. These Restated Articles of Incorporation only
                restate and integrate and do not further amend the provisions
                of the Articles of Incorporation as heretofore amended and there
                is no material discrepency between those provisions and the
                provisions of these Restated Articles.

            [ ] were duly adopted by the shareholders. The necessary number of
                shares as required by statute were voted in favor of these
                Restated Articles.

            [ ] were duly adopted by the written consent of the shareholders
                having not less than the minimum number of votes required by
                statute in accordance with Section 407(1) of the Act. Written
                notice to shareholders who have not consented in writing has
                been given. (Note: Written consent by less than all of the
                shareholders is permitted only if such provision appears in the
                Articles of Incorporation.)

            [X] were duly adopted by the written consent of all the shareholders
                entitled to vote in accordance with Section 407(2) of the Act.

                       Signed this 14 day of January, 1994

                       By /s/ Richard A. Nawrocki
                          ---------------------------------------------
                                     (SIGNATURE)

                           Richard A. Nawrocki             Vice President
                           -------------------------------------------------
                           (TYPE OR PRINT NAME)         (TYPE OR PRINT TITLE)

GOLD SEAL APPEARS ONLY ON ORIGINAL


               ATTACHMENT TO RESTATED ARTICLES OF INCORPORATION OF
                               CMI-DEARBORN, INC.

ARTICLE VII

(1) A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for a breach of fiduciary
duty as a director, except for liability: (a) for any breach of the director's
duty of loyalty to the corporation or its shareholders; (b) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (c) for a violation of Section 551(1) of the Michigan Business
Corporation Act; (d) for any transaction from which the director derived an
improper personal benefit; or (e) for any act or omission occurring prior to the
date of the approval of this Article. In the event the Michigan Business
Corporation Act is amended after the approval of this Article to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the corporation shall be
eliminated or limited to the fullest extent permitted by the Michigan Business
Corporation Act, as so amended. Any repeal, modification or adoption of any
provision in these Articles of Incorporation inconsistent with this Article
shall not adversely affect any right or protection of a director of the
corporation existing at the time of such repeal, modification or adoption.

(2) Directors and officers of the corporation shall be indemnified as of right
to the fullest extent now or hereafter permitted by law in connection with any
actual or threatened civil, criminal, administrative or investigative action,
suit or proceeding (whether formal or informal and whether brought by or in the
name of the corporation, a subsidiary or otherwise) arising out of: (a) any
actual or alleged act or omission at any time as a director or officer of the
corporation, a subsidiary, or any organization for which the person is serving
at the request of the corporation; (b) their past, present or future status as a
director of officer of the corporation, a subsidiary or any organization for
which the person is serving at the request of the corporation. Persons who are
not directors or officers of the corporation may be similarly indemnified in
respect of such service to the extent authorized at any time by the board of
directors of the corporation. The provisions of this Article shall be applicable
to directors and officers who have ceased to render such service and shall inure
to the benefit of their heirs, executors and administrators. The right of
indemnity provided herein shall not be exclusive, and the corporation may
provide indemnification to any person, by agreement or otherwise, on such terms
and conditions as the board of directors of the corporation may approve. Any
agreement for indemnification of any director, officer, employee or other person
may provide indemnification rights which are broader or otherwise different than
those set forth in the Michigan Business Corporation Act.


[ILLEGIBLE]

- --------------------------------------------------------------------------------
              MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
               CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
  Date Received             (FOR BUREAU USE ONLY)          FILED
  JUN 21 1999
- ----------------                                        JUN 21 1999

- -----------------------------------------              Administrator
Name                                        CORP. SECURITIES & LAND DEV. BUREAU
          517-663-2525 Ref # 94118
          Attn: Cheryl J. Bixby
Address
          MICHIGAN RUNNER SERVICE
          P.O. Box 266
City
          Eaton Rapids, MI 48827            EFFECTIVE DATE:
- -----------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

           CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
                    FOR USE BY DOMESTIC PROFIT CORPORATIONS
          (Please read Information and instructions on the last page)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:

1.  The present name of the corporation is: CMI - DEARBORN, INC.

2.  The identification number assigned by the Bureau is: 106-605

3.  The location of its registered office is:

30333 Southfield Road                     Southfield, Michigan       48076
- ----------------------------------------------------           -----------------
         (Street Address)                   (City)                (ZIP Code)

4.  Article I of the Articles of Incorporation is hereby amended to read as
    follows:

    The name of the corporation is HAYES LEMMERZ INTERNATIONAL - MONTAGUE, INC.

Article IV of the Articles of Incorporation is hereby amended to read as
follows:

1.  The address of the registered office is 15300 Centennial Drive, Northville,
    Michigan 48167.

3.  The name of the resident agent at the registered office is Patrick B. Carey.

GOLD SEAL APPEARS ONLY ON ORIGINAL



5.  (FOR AMENDMENTS ADOPTED BY UNANIMOUS CONSENT OF INCORPORATORS BEFORE THE
    FIRST MEETING OF THE BOARD OF DIRECTORS OR TRUSTEES.)

    The foregoing amendment to the Articles of Incorporation was duly adopted on
    the ___________________day of ___________________, 19___, in accordance with
    the provisions of the Act by the unanimous consent of the Incorporator(s)
    before the first meeting of the Board of Director or Trustees.

     Signed this _____________________ day of ______________________, 19___.

- -------------------------------------    ---------------------------------------
            (Signature)                                (Signature)

- -------------------------------------    ---------------------------------------
       (Type or Print Name)                        (Type of Print Name)

- -------------------------------------    ---------------------------------------
            (Signature)                                (Signature)

- -------------------------------------    ---------------------------------------
       (Type or Print Name)                        (Type or Print Name)

6.  (FOR PROFIT CORPORATIONS, AND FOR NONPROFIT CORPORATIONS WHOSE ARTICLES
    STATE THE CORPORATION IS ORGANIZED ON A STOCK OR ON A MEMBERSHIP BASIS.)

    The foregoing amendment to the Articles of Incorporation was duly adopted on
    the 30th day of April, 1999 by the shareholders if a profit corporation, or
    by the shareholders or members if a nonprofit corporation (check one of the
    following)

    [ ] at a meeting. The necessary votes were cast in favor of the amendment.

    [ ] by written consent of the shareholders or members having not less than
        the minimum number of votes required by statue in accordance with
        Section 407(1) and (2) of the Act if a nonprofit corporation, or Section
        407(1) of the Act if a profit corporation. Written notice to
        shareholders or members who have not consented in writing has been
        given. (Note: Written consent by less than all of the shareholders or
        members is permitted only if such provision appears in the Articles of
        Incorporation.)

    [x] by written consent of all the shareholders or members entitled to vote
        in accordance with section 407(3) of the Act if a nonprofit corporation,
        or Section 407(2) of the Act if a profit corporation.

    Signed this 17th day of June, 1999

    By /s/ William D. Shovers
       ----------------------------------------------------------------------
       (Signature of President, Vice-President, Chairperson, Vice-Chairperson)

          William D. Shovers                           Vice-President
       ----------------------------------------------------------------------
         (Type or Print Name)                        (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL



[ILLEGIBLE]

- --------------------------------------------------------------------------------
             MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
              CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
  Date Received             (FOR BUREAU USE ONLY)           FILED
   JUN 28 1999
- ----------------                                         JUN 28 1999

- -----------------------------------------               Administrator
517-663-2525  Ref # [ILLEGIBLE]             CORP., SECURITIES & LAND DEV. BUREAU
Attn: Cheryl J. Bixby
MICHIGAN RUNNER SERVICE
P.O. Box 266
Eaton Rapids, MI 48827                        EXPIRATION DATE: DECEMBER 31, 2004
- -----------------------------------------
- - Document will be returned to the name and address you enter above -

                          CERTIFICATE OF ASSUMED NAME
  FOR USE BY CORPORATION, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES
           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), of Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or limited
liability company in item one executes the following Certificate:

1.  The true name of the corporation, limited partnership, or limited liability
    company is:
    HAYES LEMMERZ INTERNATIONAL - MONTAGUE, INC.

2.  The Identification number assigned by the Bureau is: 106-605

3.  The location of the corporation or limited liability company registered
    office in Michigan or the office at which the limited partnership records
    are maintained is:

    15300 Centennial Drive      Northville         Michigan           48167
    ----------------------------------------------------------------------------
      (Street Address)            (City)            (State)         (ZIP Code)

4.  The assumed name under which business is to be transacted is:

    CMI-DEARBORN, INC.

 COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

 Signed this 17th day of June, 1999

 BY /s/ William D. Shovers
    ------------------------------
           (Signature)

   William D. Shovers                                Vice President
- --------------------------------------------------------------------------------
      (Type or Print Name)                        (Type or Print Title)

- --------------------------------------------------------------------------------
                 (Limited Partnerships Only -- Indicate Name of
               General Partner if a corporation or other entity)

GOLD SEAL APPEARS ONLY ON OR ORIGINAL



BCS/CD-520(Rev.06/01)

- --------------------------------------------------------------------------------
               MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
                         BUREAU OF COMMERCIAL SERVICES
- --------------------------------------------------------------------------------
  Date Received               (FOR BUREAU USE ONLY)           FIELD

- ----------------                                          APRIL 22 2002
                 This document is effective
                 on the date filed, unless a            CIS Administrator
                 subsequent effective date                  Board of
                 within 90 days after received         Commercial Services
                 date is stated in the document.
- ------------------------------------------------
Name
  Kelly Brushaber
- ------------------------------------------------
Address
  15300 Centennial Drive
- ------------------------------------------------
City            State               Zip Code
  Northville     MI                  48167        EFFECTIVE DATE:
- ------------------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE. -
    If left blank document will be mailed to the registered office.

   CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT
  FOR USE BY DOMESTIC AND FOREIGN CORPORATIONS AND LIMITED LIABILITY COMPANIES
           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act 23,
Public Acts of 1993 (limited liability companies), the undersigned corporation
or limited liability company executes the following Certificate:

1.  The name of the corporation or limited liability company is:

    Hayes Lemmerz International - Montague, Inc.

2.  The identification number assigned by the Bureau is: 106-605

3.  a.  The name of the resident agent on file with the Bureau is: Patrick B.
        Carey

    b.  The location of the registered office on file with the Bureau is:

        15300 Centennial Drive, Northville, Michigan        48167
        ----------------------------------           ------------------
            (Street Address)     (City)                   (ZIP Code)

    c.  The mailing address of the above registered office on file with the
        Bureau is:
                  Same as above            , Michigan
        -----------------------------------           ------------------
        (Street Address or P.O. Box) (City)                (ZIP Code)

  ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD

4.  a. The name of resident agents is: Patrick C. Cauley

    b.  The address of the registered office is:

        15300 Centennial Drive, Northville, Michigan        48167
    --------------------------------------           ------------------
          (Street Address)        (City)                 (ZIP Code)

    c.  The mailing address of the registered office IF DIFFERENT THAN 4B is:

                                          , Michigan
    --------------------------------------           ------------------
     (Street Address or P.O. Box)   (City)                 (ZIP Code)

5.  The above changes were authorized by resolution duly adopted by: 1. ALL
    CORPORATIONS: its Board of Directors; 2. PROFIT CORPORATIONS ONLY: the
    resident agent if only the address of the registered office is changed, in
    which case a copy of this statement has been mailed to the corporations; 3.
    LIMITED LIABILITY COMPANIES: an operating agreement, affirmative vote of a
    majority of the members pursuant to section 502(1), managers pursuant to
    section 405, or the resident agent if only the address of the registered
    office is changed.

6.  The corporation or limited liability company further states that address of
    its registered office and the address of its resident agent, as changed, are
    identical.

Signature             Type or Print Name and Title            Date Signed
/s/ Larry Karenko     Larry Karenko, Vice President           April 9, 2002

GOLD SEAL APPEARS ONLY ON ORIGINAL


                                                                    EXHIBIT 3.54

                                     BY-LAWS

                                       OF

                               CMI-DEARBORN, INC.

                             A MICHIGAN CORPORATION

                    (INCLUDING ALL AMENDMENTS AS OF 1/14/94)

1.       SHAREHOLDERS' MEETING

         1.1      ANNUAL MEETING. The annual meeting of the Shareholders shall
be held in each year after the expiration of the fiscal year of the Corporation
at such time and place as shall be determined by the Board of Directors, for the
purpose of electing Directors and of transacting such other business as may
properly be brought before the meeting.

         1.2      SPECIAL MEETINGS. A Special Meeting of the Shareholders may be
called to be held at such time and place as may be designated by the Chairperson
of the Board, a majority of the Board of Directors, or not less than an
aggregate of ten percent (10%) of the outstanding shares of stock of the
Corporation having the right to vote at such Special Meeting.

         1.3      NOTICE OF MEETINGS. Written notice of the time, place and
purposes of every meeting of the Shareholders of this Corporation shall be
given, either personally or by mail, not less than ten (10) nor more than sixty
(60) days before said meeting to each Shareholder of record of the Corporation
entitled to vote at such meeting. Notices shall state the authority pursuant to
which they are issued as, "by order of" the "Chairperson of the Board", "Board
of Directors", or "Shareholders".

         1.4      WAIVER OF NOTICE. Notice of the time, place and purpose of any
meeting of the Shareholders of this Corporation may be waived by telegram,
radiogram, cablegram, or other writing either before or after such meeting has
been held.

                  A Shareholder's attendance at a meeting of Shareholders, in
person or by proxy, will result in (a) a waiver of objection to lack of notice
or defective notice of the meeting unless the Shareholder at the beginning of
the meeting objects to holding the meeting or transacting business at
the meeting and (b) waiver of objection to consideration of a particular matter
at the meeting that is not within the purpose or purposes described in the
meeting notice, unless the Shareholder objects to considering the matter when it
is presented.



         1.5      QUORUM. At every meeting of the Shareholders, the holders of
record of a majority of the outstanding shares of stock of the Corporation
entitled to vote at such meeting, whether present in person or represented by
proxy, shall constitute a quorum.

         1.6      RECORD DATE. The Board of Directors may fix in advance a date
not exceeding sixty (60) days nor less than ten (10) days preceding the original
date fixed for any meeting of Shareholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, as a record
date for the determination of the Shareholders entitled to notice of, and to
vote at, any such meeting, or entitled to receive payment of any such dividend,
or to any such allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock. In such case, such
Shareholders and only such Shareholders as shall be Shareholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation or otherwise after any
such record date is fixed as aforesaid. Nothing in this Section shall affect the
rights of a Shareholder and his/her transferee or transferor as between
themselves.

         1.7      VOTING RIGHTS. At all times, each holder of record of the
common stock of the Corporation shall be entitled to one vote for each share of
common stock standing in his/her name on the books of the Corporation, subject,
however, to the full effect of the limitations imposed by the fixed record date
for determination of Shareholders set forth elsewhere in this Article.

         1.8      VOTE BY SHAREHOLDER CORPORATION. Shares standing in the name
of another domestic or foreign corporation may be voted by an officer or agent,
or by proxy appointed by an officer or agent of such corporation.

         1.9      ACTION BY UNANIMOUS WRITTEN CONSENT. Any action required or
permitted to be taken at an Annual or Special Meeting of Shareholders may be
taken without a meeting, without prior notice and without a vote, if before or
after the action all the Shareholders entitled to vote thereon consent thereto
in writing.

         1.10     ELECTRONIC PARTICIPATION. A Shareholder may participate in a
meeting of Shareholders by a conference telephone or by other similar
communications equipment through which all persons participating in the meeting
may communicate with the other participants. All participants shall be advised
of the communications equipment and the names of the participants in the

                                        2



conference shall be divulged to all participants. Participation in a meeting
pursuant to this Section constitutes presence in person at the meeting.

2.       SHARES

         2.1      CERTIFICATES. Every Shareholder of this Corporation shall be
entitled to a certificate of his or her shares signed by the Chairperson of the
Board, Vice-Chairperson of the Board, President or a Vice-President and which
may also be signed by another officer of the Corporation. Each such certificate
shall state on its face that the Corporation is formed under the laws of this
state, the name of the person to whom issued, the number and class of Shares,
and the designation of the series, if any, which the certificate represents.

3.       BOARD OF DIRECTORS

         3.1      NUMBER AND TERM OF OFFICE. The business, property and affairs
of the Corporation shall be managed by a Board of Directors composed of one (1)
or more members who need not be Shareholders. The number of Directors for the
Board of Directors shall be determined by a majority vote of the Shareholders.
The first Board of Directors shall hold office until the first annual meeting of
Shareholders. At the first annual meeting of Shareholders and at each annual
meeting thereafter, the Shareholders shall elect Directors to hold office until
the succeeding annual meeting. A Director shall hold office for the term for
which he or she is elected and until his or her successor is elected and
qualified, or until his or her resignation or removal. A Director may resign by
written notice to the Corporation. The resignation is effective upon its receipt
by the Corporation or a later time as set forth in the notice of resignation.

         3.2      VACANCIES. A vacancy occurring in the Board may be filled by
the Shareholders or the Board. A vacancy filled by the Board may be filled for a
term of office continuing only until the next election of Directors by the
Shareholders.

         3.3      ANNUAL MEETINGS. At the place of holding the annual meeting of
Shareholders and immediately following the same, the Board of Directors as
constituted upon final adjournment of such Shareholder meeting shall convene
without notice for the purpose of electing officers and transacting any other
business properly brought before it; provided, that the annual meeting in any
year may be held at a different time and place than that herein provided by
consent of a majority of the Directors of such new Board.

         3.4      REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such time and place as the Board of

                                        3



Directors shall from time to time determine by resolution of the Board of
Directors or by waiver of notice and consent. No notice of regular meetings of
the board shall be required.

         3.5      SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairperson of the Board or a majority of the Directors in
office at the time of the call, whenever in his/her or their judgment it may be
necessary, by giving reasonable notice, either personally or by mail or
telegram, of the time and place of such meeting. Any action taken at any such
meeting shall not be invalidated for want of notice if such notice shall be
waived as herein provided.

         3.6      WAIVER OF NOTICE. Notice of the time and place of any meeting
of the Board of Directors may be waived in writing or by telegram, radiogram, or
cablegram, either before or after such meeting has been held. A Director's
attendance at or participation in a meeting waives any required notice to him or
her of the meeting unless he or she at the beginning of the meeting, or upon his
or her arrival, objects to the meeting or the transacting of business at the
meeting and does not thereafter vote for or assent to any action taken at the
meeting.

         3.7      PURPOSE. Neither the business to be transacted nor the purpose
of a regular or special meeting need be specified in the notice or waiver of
notice of the meeting.

         3.8      ELECTRONIC PARTICIPATION. A Director may participate in a
meeting of the Board or of any committee designated by the Board by means of a
conference telephone or similar communications equipment through which all
persons participating in the meeting can communicate with the other
participants. Participation in a meeting pursuant to this subsection constitutes
presence in person at the meeting.

         3.9      QUORUM. A majority of the Directors then in office, or of the
members of a committee thereof, constitutes a quorum for the transaction of
business. If there shall be less than a quorum present at any meeting of the
Board of Directors, a majority of the Directors present may adjourn the meeting
from time to time without notice other than announcement at the meeting until a
quorum shall be present, at which time any business may be transacted which
might have been transacted at the meeting as first convened had there been a
quorum present. The vote of the majority of the Directors present at any meeting
of the Board or committee thereof at which a quorum is present constitutes the
action of the Board or of the committee except that amendment of these By-Laws
requires the vote of not less than a majority of the members of the Board then
in office.

         3.10     ACTION BY UNANIMOUS WRITTEN CONSENT. Action required or
permitted to be taken pursuant to authorization voted at a

                                        4



meeting of the Board or a committee thereof, may be taken without a meeting if,
before or after the action, all members of the Board then in office or of the
committee consent to the action in writing. The written consents shall be filed
with the minutes of the proceedings of the Board or the committee. The consent
has the same effect as a vote of the Board or committee for all purposes.

         9.11     ELECTION OF OFFICERS. The Board of Directors of the
Corporation shall elect or appoint a president, a secretary and a treasurer and
may elect or appoint a chairman of the board. None of said officers, except the
chairman of the board, need be a director. The Board of Directors shall have the
power to appoint such other officers and agents as the board may deem necessary
for the transaction of the business of the Corporation, including the power to
appoint one or more vice-presidents and one or more attorneys-in-fact.

4.       OFFICERS

         4.1      OFFICERS. The officers of the Corporation shall consist of a
president, secretary, treasurer and, if approved by the Board, a chairperson of
the Board, one or more vice-presidents and such other officers as may be
determined by the Board.

         4.2      CHAIRPERSON OF THE BOARD. The Chairperson of the Board shall
be selected by and from the membership of the Board of Directors. He/she shall
preside at all meetings of the Shareholders and of the Board of Directors.

         4.3      PRESIDENT. The President shall be the chief executive officer
of the Corporation. He/she shall, subject to the control of the Board of
Directors, have general and active management of the business of the
Corporation, with such general powers and duties of supervision and management
as are usually vested in the office of president of a corporation. He/she shall
see that all orders and resolutions of the Board of Directors are carried into
effect, and shall have such other powers and duties as may be assigned to
him/her by the Board of Directors.

         4.4      VICE-PRESIDENTS. The Board of Directors may select one or more
vice-president who, subject to the control of the president, shall have such
powers and duties as may be assigned to each of them by the Board of Directors.

         4.5      SECRETARY. The Secretary shall be selected by the Board of
Directors. Subject to the control of the Chairperson of the Board, he/she shall
attend all meetings of Shareholders and of the Board of Directors, and shall
preserve in books of the Corporation, true minutes of the proceedings of all
such meetings. He/she shall have such additional powers and duties as may be
assigned to him/her by the Board of Directors.

                                        5


         4.6 TREASURER. The Treasurer shall be selected by the Board of
Directors. Subject to the control of the President he/she shall have
custody of all corporate funds and securities, and shall keep in books belonging
to the Corporation full and accurate accounts of all receipts and disbursements.
He/she shall deposit all monies, securities and other valuable effects in the
name of the Corporation in such depositories as may be designated for the
purpose by the Board of Directors. He/she shall disburse the funds of the
Corporation as may be ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the Chairperson of the Board and the
Directors at regular meetings of the Board and whenever requested by them and to
the President, an account of all his transactions as Treasurer. He/she shall in
general perform all duties incident to the office of treasurer, and shall have
such additional powers and duties as may be assigned to him/her by the Board of
Directors.

         4.7 TERM; REMOVAL OF OFFICERS AND AGENTS; RESIGNATION. An officer
elected or appointed as herein provided shall hold office for the term for which
he or she is elected or appointed and until his/her successor is elected or
appointed and qualified, or until his/her resignation or removal. Any officer or
agent may be removed by the Board of Directors at any time, with or without
cause. The removal of an officer shall be without prejudice to his contract
rights, if any. The election or appointment of an officer does not of itself
create contract rights. An officer may resign by written notice to the
Corporation. The resignation is effective upon its receipt by the Corporation or
at a subsequent time specified in the notice of resignation.

5.       EXECUTION OF INSTRUMENTS

         5.1 MONEY INSTRUMENTS. All checks, drafts and orders for payment of
money shall be signed in the name of the Corporation by such officer(s) or
agent(s) and in such manner including the use of facsimile signatures as the
Board of Directors shall from time to time designate for that purpose.

         5.2 OTHER INSTRUMENTS. The Board of Directors shall have power to
designate the officers and agents (or a single officer or agent) who shall have
authority to execute any contract, conveyance or other instrument or document on
behalf of the Corporation. When the execution of any contract, conveyance or
other instrument or document has been authorized without specification of the
executing officers, the Chairperson of the Board or President may execute the
same in the name and on behalf of the Corporation, or any Vice-President, and
the Secretary or Assistant Secretary may execute the same in the name and on
behalf of the Corporation.

                                        6



6.       INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES

         6.1 THIRD-PARTY PROCEEDING. The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he/she is or was a director, officer,
employee or agent of the Corporation; or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him/her in connection with such action, suit
or proceeding if he/she acted in good faith and in a manner he/she reasonably
believed to be in or not opposed to the best interests of the Corporation or its
Shareholders, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his/her conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which
he/she reasonably believed to be in or not opposed to the best interests of the
Corporation or its Shareholders, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his/her conduct was unlawful.

         6.2 DERIVATIVE SHAREHOLDER LIABILITY. The Corporation shall indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he/she
is or was a director, officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, whether for profit or
not, against expenses(including attorneys' fees) and amounts paid in settlement
actually and reasonably incurred by the person in connection with the action or
suit if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the Corporation or its
Shareholders; except that no indemnification shall be made for any claim, issue
or matter in which the person has been found liable to the Corporation except to
the extent ordered by a court of competent jurisdiction.

                                        7



7.       AMENDMENT OF BY-LAWS

         These by-laws may be altered; amended, added to, rescinded or repealed
by the affirmative vote of a majority of the Shares entitled to vote or, except
insofar as exercise of such power shall be contrary to the Articles of
Incorporation, by the Board of Directors.

                                        8


                                  EXHIBIT 3.55

- --------------------------------------------------------------------------------
        MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------

Date Received                                       (FOR BUREAU USE ONLY)
MAY 11 1994
                                                            FILED
- -------------
                                                         MAY 13 1994

                                                        Administrator
                                                 MICHIGAN DEPARTMENT OF COMMERCE
                                                 Corporation & Securities Bureau
- ----------------------------------------------
Name
   David L. Tennent
- ----------------------------------------------
Address
   801 W. Big Beaver Rd, Ste. 500
- ----------------------------------------------
City              State              ZIP Code
   Troy             MI                 48084       EFFECTIVE DATE:
- ----------------------------------------------
DOCUMENT WILL BE RETURNED TO NAME AND ADDRESS INDICATED ABOVE

                                               CORPORATION IDENTIFICATION NUMBER
                                               ---------------------------------
                                                            117-949

                           ARTICLES OF INCORPORATION
                    FOR USE BY DOMESTIC PROFIT CORPORATIONS
          (Please read information and instructions on the last page)

         Pursuant to the provisions of Act 284, Public Acts of 1972, the
undersigned corporation executes the following Articles:

ARTICLE I

The name of the corporation is:
                        PROCESS CONTROL AUTOMATION, INC. [X]

ARTICLE II

The purpose or purposes for which the corporation is formed is to engage in any
activity within the purposes for which corporations may be formed under the
Business Corporation Act of Michigan.

ARTICLE III

The total authorized shares:

1.   Common Shares 60,000
     Preferred Shares___________________________________________________________

2.   A statement of all or any of the relative rights, preferences and
     limitations of the shares of each class is as follows:

GOLD SEAL APPEARS ONLY ON ORIGINAL



ARTICLE IV

1.   The address of the registered office is:

     30333 Southfield Road       Southfield, Michigan   48076
     ---------------------------------------          ----------
       (Street Address)             City              (ZIP Code)

2.   The mailing address of the registered office if different from the
     registered office address:

     _________________________________________, MIchigan_______________________
     (P.O.Box)                          (City)           (ZIP Code)

3.   The name of the resident agent at the registered office is:
     Larry D. Schwentor

ARTICLE V

The name(s) and address(es) of the incorporator(s) is (are) as follows:



- --------------------------------------------------------------------------------
Name                 Residence or Business Address
                  
David L. Tennent     801 W. Big Beaver, Ste. 500, Troy, MI 48084
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------


ARTICLE VI(OPTIONAL. DELETE IF NOT APPLICABLE)

When a compromise of arrangement or a plan of reorganization of this corporation
is proposed between this corporation and its creditors or any class of them or
between this corporation and its shareholders or any class of them, a court of
equity jurisdiction within the state, on application of this corporation or of a
creditor or shareholder thereof, or on application of a receiver appointed for
the corporation, may order a meeting of the creditors or class of creditors or
of the shareholders or class of shareholders to be affected by the proposed
compromise or arrangement or reorganization, to be summoned in such manner as
the court directs. If a majority in number representing 3/4 in value of the
creditors or class of creditors, or of the shareholders or class of shareholders
to be affected by the proposed compromise or arrangement or a reorganization,
agree to a compromise or arrangement or a reorganization of this corporation as
a consequence of the compromise or arrangement, the compromise or arrangement
and the reorganization, if sanctioned by the court to which the application has
been made, shall be binding on all the creditors or class of creditors, or on
all the shareholders or class of shareholders and also on this corporation.

ARTICLE VII (OPTIONAL. DELETE IF NOT APPLICABLE)

Any action required or permitted by the Act to be taken at an annual or special
meeting of shareholders may be taken without a meeting, without prior notice,
and without a vote, if consents in writing, setting forth the action so taken,
are signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote on the action were present and
voted. The written consents shall bear the date of signature of each shareholder
who signs the consent. No written consents shall be effective to take the
corporate action referred to unless, within 60 days after the record date for
determining shareholders entitled to express consent to or to dissent from a
proposal without a meeting, written consents signed by a sufficient number of
shareholders to take the action are delivered to the corporation. Delivery shall
be to the corporation's registered office, its principal place of business, or
an officer or agent of the corporation having custody of the minutes of the
proceedings of its shareholders. Delivery made to a corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested.

Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to shareholders who have not
consented in writing.

GOLD SEAL APPEARS ONLY ON ORIGINAL



Use space below for additional Articles or for continuation of previous
Articles. Please identify any Article being continued or added. Attach
additional pages if needed.

Article VIII attached hereto and made a part hereof.

I (We), the incorporator(s) sign my (our) name(s) this 5th day of May 1994.

                                                /s/ David L. Tennent
_________________________________               --------------------------------
                                                    David L. Tennent
_________________________________               ________________________________

_________________________________               ________________________________

_________________________________               ________________________________

_________________________________               ________________________________

GOLD SEAL APPEARS ONLY ON ORIGINAL


ATTACHMENT TO ARTICLES OF INCORPORATION OF: PROCESS CONTROL AUTOMATION, INC.

ARTICLE VIII.

(1)      ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS. A director of the
Corporation shall not be personally liable to the Corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except for liability:

         (a) For any breach of the director's duty of loyalty to the Corporation
         or its shareholders;

         (b) For acts or omissions not in good faith or that involve intentional
         misconduct or knowing violation of law;

         (c) For a violation of Section 551(1) of the Michigan Business
         Corporation Act;

         (d) For any transaction from which the director derived an improper
         personal benefit; or

         (e) For any acts or omissions occurring before the date this Article is
         filed by the Michigan Department of Commerce.

In the event the Michigan Business Corporation Act is amended after the approval
of this Article to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a director of the
corporation shall be eliminated or limited to the fullest extent permitted by
the Michigan Business Corporation Act, as so amended. Any repeal, modification
or adoption of any provision in these Articles of Incorporation inconsistent
with this Article shall not adversely affect any right or protection of a
director of the corporation existing at the time of such repeal, modification or
adoption.

(2)      INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         2.1      Third Party Proceedings. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to a
threatened, pending nor completed action, suit or proceeding, whether civil,
criminal, administrative or investigative and whether formal or informal, other
than an action by or in the right of the Corporation, by reason of the fact that
he or she is or was a director or officer of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, partner, or
trustee of another foreign or domestic corporation, partnership, joint venture,
trust or other enterprise, whether for profit or not, against expenses,
including attorneys' fees, judgments, penalties, fines, and amounts paid in
settlement actually and reasonably incurred by him or her in connection with the
action, suit, or proceeding, if the person acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the Corporation or its shareholders, and the person submits a written claim for
indemnification as hereinafter provided, and with respect to a criminal action
or proceeding, if the person had no reasonable cause to believe his or her
conduct was unlawful, and the person submits a written claim for indemnification
as hereinafter provided. The termination of an action, suit, or proceedings by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, does not, of itself, create a presumption that the person did
not act in good faith and in a manner which he or she reasonably believed to be
in or not opposed to the best interests of the Corporation or its shareholders,
and, with respect to a criminal action or proceeding,

                                       1

GOLD SEAL APPEARS ONLY ON ORIGINAL



had reasonable cause to believe that his or here conduct was unlawful. The right
to indemnification conferred in this Section shall be a contract right. The
Corporation may, by action of its Board of Directors, or by action of any person
to whom the Board of Director has delegated such authority, provide
indemnification to employees and agents of the Corporation with the same scope
and effect as the foregoing indemnification of directors and officers.

         2.2      Derivative Shareholder Liability. The Corporation shall
indemnify any person who was or is a party to or is threatened to be made a
party to a threatened, pending, or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of the fact that
he or she is or was a director or officer of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, partner, or
trustee of another foreign or domestic corporation, partnership, joint venture,
trust or other enterprise, whether for profit or not, against expenses,
including attorneys' fees, and amounts paid in settlement actually and
reasonably incurred by the person in connection with the action or suit, if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the Corporation or its
shareholders, and the person submits a written claim of indemnification as
hereinafter provided. However, indemnification shall not be made for a
particular claim, issue, or matter in which the person has been found liable to
the Corporation unless and only to the extent that the court in which the action
or suit was brought (or another court of competent jurisdiction) has determined
upon application that, despite the adjudication of liability but in view of all
the relevant circumstances, the person is fairly and reasonably entitled to
indemnification for the reasonable expenses he or she incurred. The right to
indemnification conferred in this Section shall be a contract right. The
Corporation may, by action of its Board of Directors, or by action of any person
to whom the Board of Directors has delegated such authority, provide
indemnification to employees and agents of the Corporation with the same scope
and effect as the foregoing indemnification of directors and officers.

         2.3      Determination of Indemnification. An indemnification under
paragraph 1 or 2 or this Section, unless ordered by a court, shall be made by
the Corporation only as authorized in the specific case upon a determination
that indemnification of the director or officer is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in
paragraph 1 or 2 of this Section and upon an evaluation of the reasonableness of
expenses and amounts paid in settlement. This determination and evaluation shall
occur within 30 days after a written claim for indemnification has been received
by the Corporation, and shall be made in any of the following ways:

         (a) By a majority vote of a quorum of the Board consisting of directors
         who are not parties or threatened to be made parties to the action,
         suit, or proceeding or if a quorum is not obtainable, then by a
         majority vote of a committee duly designated by the Board and
         consisting solely of two or more directors not at the time parties or
         threatened to be made parties to the action, suit or proceeding (in
         designation of a committee, all directors may participate);

         (b) By independent legal counsel in a written opinion, which counsel
         shall be selected by the Board or its committee in the manner
         prescribed in subparagraph (a).

         (c) By all independent directors who are not parties or threatened to
         be made parties to the action, suit, or proceeding; or

         (d) By the shareholders, but shares held by directors, officers,
         employees, or agents who are parties or threatened to be made parties
         to the action, suit, or proceeding may not be voted.

If a person is entitled to indemnification under paragraph 1 or 2 of this
Article for a portion of expenses, including reasonable attorneys' fees,
judgments, penalties, fines and amounts paid in settlement, but not

                                       2

GOLD SEAL APPEARS ONLY ON ORIGINAL



for the total amount thereof, the Corporation shall indemnify the person for the
portion of the expenses, judgments, penalties, fines or amounts paid in
settlement for which the person is entitled to be indemnified.

         2.4      Payment of Defense Expenses in Advance. The Corporation shall
pay or reimburse the reasonable expenses incurred by a director or officer who
is a party or threatened to be made a party to an action, suit, proceeding in
advance of final disposition of the proceeding if all of the following apply:

         (a) The person furnishes the Corporation a written affirmation of his
         or her good faith belief that he or she has met the applicable standard
         of conduct set forth in paragraph 1 and 2 of this Article.

         (b) The person furnishes the Corporation a written undertaking,
         executed personally or on his or her behalf, to repay the advance if it
         is ultimately determined that he or she did not meet the standard of
         conduct.

         (c) A determination is made that the facts then known to those making
         the determination would not preclude indemnification under this Section
         or the Michigan Business Corporation Act.

The undertaking shall be by unlimited general obligation of the person on whose
behalf advances are made but need not be secured. Determination of payments
under this paragraph 4 shall be made in the manner described in paragraph
3(a)-(d).

         2.5      Right of Officer or Director to Bring Suit. If a claim for
indemnification under this Section is not paid in full by the Corporation within
45 days after a written claim has been received by the Corporation, the officer
or director who submitted the claim (hereinafter the "indemnitee") may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such suit or in a suit
brought by the Corporation to recover advances, the indemnitee shall be entitled
to be paid also the expense of prosecuting or defending such claim. In any
action brought by the indemnitee to enforce a right under this Section (other
than an action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any, has been tendered to the Corporation) It shall be a defense that, and in
any action brought by the Corporation to recover advances the Corporation shall
be entitled to recover such advances if, the indemnitee has not met the
applicable standard of conduct set forth in paragraph 1 or 2 of this Article.
Neither the failure of the Corporation (including its Board of Directors,
independent legal counsel, or its shareholders) to have made a determination
prior to the commencement of such action that indemnification of the indemnitee
is proper in the circumstances because he or she has met the applicable standard
of conduct set forth in paragraph 1 or 2 of this Article, nor an actual
determination by the Board of Directors, independent legal counsel, or its
shareholders) that the indemnitee has not met such applicable standard of
conduct, shall be a defense to an action brought by the indemnitee or create a
presumption that the indemnitee has not met the applicable standard of conduct.
In any action brought by the indemnitee to enforce a right hereunder or by the
Corporation to recover payments by the Corporation of advances, the burden of
proof shall be on the Corporation.

                                       3

GOLD SEAL APPEARS ONLY ON ORIGINAL



         2.6      Other Indemnification. The indemnification or advancement of
expenses provided under paragraphs 1 through 5 of this Article is not exclusive
of other rights to which a person seeking indemnification or advancement of
expenses may be entitled under the Corporation's Articles of Incorporation,
Bylaws, or a contractual agreement. However, the total amount of expenses
advanced or indemnified from all sources combined shall not exceed the amount of
actual expenses incurred by the person seeking indemnification or advancement of
expenses. The indemnification provided for in paragraphs 1 through 5 of this
Article continues as to a person who ceases to be a director, officer, partner,
or trustee and shall inure to the benefit of the heirs, executors, and
administrators of the person.

         2.7      Liability Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, partner, trustee, employee, or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him or her and incurred by him or her in any such
capacity or arising out of his or her status as such, whether or not the
Corporation would have power to indemnify him for her against liability under
the Michigan Business Corporation Act or this Article.

         2.8       Definitions. For purposes of this Article, "Corporation"
includes all constituent corporations absorbed in a merger and the resulting or
surviving corporation, so that a person who is or was a director, officer,
employee, or agent of the constituent corporation or is or was serving at the
request of the constituent corporation as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, trust or other enterprise whether for profit or not shall stand
in the same position under the provisions of this paragraph with respect to the
resulting or surviving corporation as the person would if he or she had served
the resulting or surviving corporation in the same capacity.

         For purposes of this Article, "other enterprises" shall include
employee benefit plans; "fines" shall include any excise taxes assessed on
person with respect to an employee benefit plan; and "serving at the request of
the Corporation" shall include any service as a director or officer of the
Corporation which imposes duties on, or involves services by, the director or
officer with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he or she
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be considered to have acted in a manner "not
opposed to the best interests of the Corporation or its shareholders" as
referred to in paragraphs 1 and 2 of this Article.

                                       4

GOLD SEAL APPEARS ONLY ON ORIGINAL

C&S 515 (Rev. 8/96)
- --------------------------------------------------------------------------------
       MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES CORPORATION,
                     SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received                                         (FOR BUREAU USE ONLY)
JUN 21 1999
- ---------------------
                                                             FILED

                                                         JUN 21 1999

                                                         Administrator
                                             CORP, SECURITIES & LAND DEV. BUREAU

Name
   517-663-2525 Ref # 94118
- ------------------------------------------------
Address
   Attn: Cheryl J. Bixby
   MICHIGAN RUNNER SERVICE
- ------------------------------------------------
City
   P.O. Box 266
   Eaton Rapids, MI 48827                           EFFECTIVE DATE:
- ------------------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

            CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
                     FOR USE BY DOMESTIC PROFIT CORPORATIONS
           (Please read information and instructions on the last page)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:

1.   The present name of the corporations is: PROCESS CONTROL AUTOMATION, INC.

2.   The identification number assigned by the Bureau is: 117-949

3.   The location of its registered office is:

30333 Southfield Road       Southfield   Michigan   48076
- ---------------------------------------,          ----------
  (Street Address)            (City)              (ZIP Code)

4.   Article I of the Articles of Incorporation is hereby amended to read as
     follows:

The name of the Company is Hayes Lemmerz International - PCA. Inc.

Article IV of the Articles of Incorporation is hereby amended to read as
follows:

1.   The address of the registered office is 15300 Centennial Drive, Northville,
     Michigan 48167.

3.   The name of the resident agent at the registered office is Patrick B.
     Carey.

GOLD SEAL APPEARS ONLY ON ORIGINAL



5.   (FOR AMENDMENTS ADOPTED BY UNANIMOUS CONSENT OF INCORPORATORS BEFORE THE
     FIRST MEETING OF THE BOARD OF DIRECTORS OR TRUSTEES.)

The foregoing amendment to the Articles of Incorporation was duly adopted on the
___________ day of _________, 19____, in accordance with the provisions of the
Act by the unanimous consent of the incorporator(s) before the first meeting of
the Board of Directors or Trustees.

        Signed this____________day of______________________19_________.

________________________________________   _____________________________________
            (Signature)                                  (Signature)

________________________________________   _____________________________________
        (Type or Print Name)                         (Type or Print Name)

________________________________________   _____________________________________
            (Signature)                                  (Signature)

________________________________________   _____________________________________
        (Type or Print Name)                         (Type or Print Name)

6.   (FOR PROFIT CORPORATIONS, AND FOR NONPROFIT CORPORATIONS WHOSE ARTICLES
     STATE THE CORPORATION IS ORGANIZED ON A STOCK OR ON A MEMBERSHIP BASIS.)

The foregoing amendment to the Articles of Incorporation was duly adopted on the
30th day of April, 1999 by the shareholders if a profit corporation, or by the
shareholders or members if a nonprofit corporation (check one of the following)

[ ]  at a meeting. The necessary votes were cast in favor of the amendment.

[ ]  by written consent of the shareholders or members having not less than the
     minimum number of votes required by statute in accordance with Section
     407(1) and (2) of the Act if a nonprofit corporation, or Section 407(1) of
     the Act if a profit corporation. Written notice to shareholders or members
     who have not consented in writing has been given. (Note: Written consent by
     less than all of the shareholders or members is permitted only if such
     provision appears in the Articles of Incorporation.)

[X]  by written consent of all the shareholders or members entitled to vote in
     accordance with section 407(3) of the Act if a nonprofit corporation, or
     Section 407(2) of the Act if a profit corporation.

    Signed this 17th day of June, 1999

       By /s/ William D. Shovers
         ---------------------------------------------------------------------
      (Signature of President, Vice-President, Chairperson, Vice-Chairperson)

         William D. Shovers                            Vice-President
      -----------------------------------------------------------------------
        (Type or Print Name)                        (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL


C&S 541 (Rev. 8/96)
- --------------------------------------------------------------------------------
       MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES CORPORATION,
                     SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received                                         (FOR BUREAU USE ONLY)
JUN 28 1999
                                                            FILED

                                                         JUN 28 1999

                                                        Administrator
                                            CORP., SECURITIES & LAND DEV. BUREAU

   517-663-2525 Ref # 94366
- -------------------------------------------
   Attn: Cheryl J. Bixby
   MICHIGAN RUNNER SERVICE
- -------------------------------------------
   P. O. Box 266
   Eaton Rapids, MI 48827                    EXPIRATION DATE: DECEMBER 31, 2004
- -------------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

                           CERTIFICATE OF ASSUMED NAME
 FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES

           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 152, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or limited
liability company in item one executes the following Certificate:

1.   The true name of the corporation, limited partnership, or limited liability
     company is:

     HAYES LEMMERZ INTERNATIONAL - PCA, INC.

2.   The identification number assigned by the Bureau is: 117-949

3.   The location of the corporation or limited liability company registered
     office in Michigan or the office at which the limited partnership records
     are maintained is:

      15300 Centennial Drive      Northville       Michigan         48167
     --------------------------------------------------------------------------
       (Street Address)             (City)         (State)        (ZIP Code)

4.   The assumed name under which business is to be transacted is:

     PROCESS CONTROL AUTOMATION, INC.

 COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

    Signed this 17th day of June, 1999

    By /s/ William D. Shovers
       --------------------------------------------------------------------
                                 (Signature)

    William D. Shovers                             Vice President
    -----------------------------------------------------------------------
      (Type or Print Name)                        (Type or Print Title)

    _______________________________________________________________________
                  (Limited Partnerships Only-Indicate Name of
               General Partner if a corporation or other entity)

GOLD SEAL APPEARS ONLY ON ORIGINAL

`
- --------------------------------------------------------------------------------
              MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
                         BUREAU OF COMMERCIAL SERVICES
- --------------------------------------------------------------------------------
    Date Received          (FOR BUREAU USE ONLY)              FILED

- -------------------                                         APR 22 2002
                   This document is effective
                   on the date filed, unless             CIS Administrator
                   a subsequent effective date      BUREAU OF COMMERCIAL SERVICE
                   within 90 days after received
                   date is stated in the document.
- --------------------------------------------------
Name
  Kelly Brushaber
- --------------------------------------------------
Address
  15300 Centennial Drive
- --------------------------------------------------
City                 State            Zip Code
  Northville          MI                48167       EFFECTIVE DATE:
- --------------------------------------------------

- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE. -
   IF LEFT BLANK DOCUMENT WILL BE MAILED TO THE REGISTERED OFFICE.

   CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT
  FOR USE BY DOMESTIC AND FOREIGN CORPORATIONS AND LIMITED LIABILITY COMPANIES
           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act 23,
Public Acts of 1993 (limited liability companies), the undersigned corporation
or limited liability company executes the following Certificate:

1.   The name of the corporation or limited liability company is:

       Hayes Lemmerz International - PCA, Inc.

2.   The identification number assigned by the Bureau is:  117-949

3.   a. The name of the resident agent on file with the Bureau is:
        Patrick B. Carey

     b. The location of the registered office on file with the Bureau is:

          15300 Centennial Drive, Northville , Michigan       48167
        -------------------------------------           -----------------
            (Street Address)         (City)                 (ZIP Code)

     c. The mailing address of the above registered office on file with the
        Bureau is:

                 Same as above                , Michigan
        --------------------------------------           ------------------
       (Street Address or P.O. Box)    (City)                (ZIP Code)

  ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD

4.   a. The name of the resident agent is: Patrick C. Cauley

     b. The address of the registered office is:

          15300 Centennial Drive, Northville, Michigan       48167
        ------------------------------------           -----------------
            (Street Address)          (City)               (ZIP Code)

     c. The mailing address of the registered office IF DIFFERENT THAN 4B is:

                                              , Michigan
     -----------------------------------------           ------------------
       (Street Address or P.O. Box)     (City)               (ZIP Code)

5.   The above changes were authorized by resolution duly adopted by: 1. ALL
     CORPORATIONS: its Board of Directors; 2. PROFIT CORPORATIONS ONLY: the
     resident agent if only the address of the registered office is changed, in
     which case a copy of this statement has been mailed to the corporation; 3.
     LIMITED LIABILITY COMPANIES: an operating agreement, affirmative vote of a
     majority of the members pursuant to section 502(1), managers pursuant to
     section 405, or the resident agent if only the address of the registered
     office is changed.

6.   The corporation or limited liability company further states that the
     address of its registered office and the address of its resident agent, as
     changed, are identical.

Signature                  Type or Print Name and Title        Date signed

/s/ Larry Karenko          Larry Karenko, Vice President       April 9, 2002

GOLD SEAL APPEARS ONLY ON ORIGINAL


                                                                    EXHIBIT 3.56

                                     BY-LAWS

                                       OF

                         PROCESS CONTROL AUTOMATION, INC.

                             A MICHIGAN CORPORATION

1.       SHAREHOLDERS' MEETING

         1.1      ANNUAL MEETING. The annual meeting of the Shareholders shall
be held in each year after the expiration of the fiscal year of the Corporation
at such time and place as shall be determined by the Board of Directors, for the
purpose of electing Directors and of transacting such other business as may
properly be brought before the meeting.

         1.2      SPECIAL MEETINGS. A Special Meeting of the Shareholders may be
called to be held at such time and place as may be designated by the Chairperson
of the Board, a majority of the Board of Directors, or not less than an
aggregate of ten percent (10%) of the outstanding shares of stock of the
Corporation having the right to vote at such Special Meeting.

         1.3      NOTICE OF MEETINGS. Written notice of the time, place and
purposes of every meeting of the Shareholders of this Corporation shall be
given, either personally or by mail, not less than ten (10) nor more than sixty
(60) days before said meeting to each Shareholder of record of the Corporation
entitled to vote at such meeting. Notices shall state the authority pursuant to
which they are issued as, "by order of" the "Chairperson of the Board", "Board
of Directors", or "Shareholders".

         1.4      WAIVER OF NOTICE. Notice of the time, place and purpose of any
meeting of the Shareholders of this Corporation may be waived by telegram,
radiogram, cablegram, or other writing either before or after such meeting has
been held.

                  A Shareholder's attendance at a meeting of Shareholders, in
person or by proxy, will result in (a) a waiver of objection to lack of notice
or defective notice of the meeting unless the Shareholder at the beginning of
the meeting objects to holding the meeting or transacting business at the
meeting and (b) waiver of objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes described in the meeting
notice, unless the Shareholder objects to considering the matter when it is
presented.



         1.5      QUORUM. At every meeting of the Shareholders, the holders of
record of a majority of the outstanding shares of stock of the Corporation
entitled to vote at such meeting, whether present in person or represented by
proxy, shall constitute a quorum.

         1.6      RECORD DATE. The Board of Directors may fix in advance a date
not exceeding sixty (60) days nor less than ten (10) days preceding the original
date fixed for any meeting of Shareholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, as a record
date for the determination of the Shareholders entitled to notice of, and to
vote at, any such meeting, or entitled to receive payment of any such dividend,
or to any such allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock. In such case, such
Shareholders and only such Shareholders as shall be Shareholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation or otherwise after any
such record date is fixed as aforesaid. Nothing in this Section shall affect the
rights of a Shareholder and his/her transferee or transferor as between
themselves.

         1.7      VOTING RIGHTS. At all times, each holder of record of the
common stock of the Corporation shall be entitled to one vote for each share of
common stock standing in his/her name on the books of the Corporation, subject,
however, to the full effect of the limitations imposed by the fixed record date
for determination of Shareholders set forth elsewhere in this Article.

         1.8      VOTE BY SHAREHOLDER CORPORATION. Shares standing in the name
of another domestic or foreign corporation may be voted by an officer or agent,
or by proxy appointed by an officer or agent of such corporation.

         1.9      ACTION BY UNANIMOUS WRITTEN CONSENT. Any action required or
permitted to be taken at an Annual or Special Meeting of Shareholders may be
taken without a meeting, without prior notice and without a vote, if before or
after the action all the Shareholders entitled to vote thereon consent thereto
in writing.

         1.10     ELECTRONIC PARTICIPATION. A Shareholder may participate in a
meeting of Shareholders by a conference telephone or by other similar
communications equipment through which all persons participating in the meeting
may communicate with the other participants. All participants shall be advised
of the communications equipment and the names of the participants in the

BY-LAWS (SHORT FORM)                   2



conference shall be divulged to all participants. Participation in a meeting
pursuant to this Section constitutes presence in person at the meeting.

2.       SHARES

         2.1      CERTIFICATES. Every Shareholder of this Corporation shall be
entitled to a certificate of his or her shares signed by the Chairperson of the
Board, Vice-Chairperson of the Board, President or a Vice-President and which
may also be signed by another officer of the Corporation. Each such certificate
shall state on its face that the Corporation is formed under the laws of this
state, the name of the person to whom issued, the number and class of Shares,
and the designation of the series, if any, which the certificate represents.

3.       BOARD OF DIRECTORS

         3.1      NUMBER AND TERM OF OFFICE. The business, property and affairs
of the Corporation shall be managed by a Board of Directors composed of one (1)
or more members who need not be Shareholders. The number of Directors for the
Board of Directors shall be determined by a majority vote of the Shareholders.
The first Board of Directors shall hold office until the first annual meeting of
Shareholders. At the first annual meeting of Shareholders and at each annual
meeting thereafter, the Shareholders shall elect Directors to hold office until
the succeeding annual meeting. A Director shall hold office for the term for
which he or she is elected and until his or her successor is elected and
qualified, or until his or her resignation or removal. A Director may resign by
written notice to the Corporation. The resignation is effective upon its receipt
by the Corporation or a later time as set forth in the notice of resignation.

         3.2      VACANCIES. A vacancy occurring in the Board may be filled by
the Shareholders or the Board. A vacancy filled by the Board may be filled for a
term of office continuing only until the next election of Directors by the
Shareholders.

         3.3      ANNUAL MEETINGS. At the place of holding the annual meeting of
Shareholders and immediately following the same, the Board of Directors as
constituted upon final adjournment of such Shareholder meeting shall convene
without notice for the purpose of electing officers and transacting any other
business properly brought before it; provided, that the annual meeting in any
year may be held at a different time and place than that herein provided by
consent of a majority of the Directors of such new Board.

         3.4      REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such time and place as the Board of

BY-LAWS (SHORT FORM)                   3



Directors shall from time to time determine by resolution of the Board of
Directors or by waiver of notice and consent. No notice of regular meetings of
the board shall be required.

         3.5      SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairperson of the Board or a majority of the Directors in
office at the time of the call, whenever in his/her or their judgment it may be
necessary, by giving reasonable notice, either personally or by mail or
telegram, of the time and place of such meeting. Any action taken at any such
meeting shall not be invalidated for want of notice if such notice shall be
waived as herein provided.

         3.6      WAIVER OF NOTICE. Notice of the time and place of any meeting
of the Board of Directors may be waived in writing or by telegram, radiogram, or
cablegram, either before or after such meeting has been held. A Director's
attendance at or participation in a meeting waives any required notice to him or
her of the meeting unless he or she at the beginning of the meeting, or upon his
or her arrival, objects to the meeting or the transacting of business at the
meeting and does not thereafter vote for or assent to any action taken at the
meeting.

         3.7      PURPOSE. Neither the business to be transacted nor the purpose
of a regular or special meeting need be specified in the notice or waiver of
notice of the meeting.

         3.8      ELECTRONIC PARTICIPATION. A Director may participate in a
meeting of the Board or of any committee designated by the Board by means of a
conference telephone or similar communications equipment through which all
persons participating in the meeting can communicate with the other
participants. Participation in a meeting pursuant to this subsection constitutes
presence in person at the meeting.

         3.9      QUORUM. A majority of the Directors then in office, or of the
members of a committee thereof, constitutes a quorum for the transaction of
business. If there shall be less than a quorum present at any meeting of the
Board of Directors, a majority of the Directors present may adjourn the meeting
from time to time without notice other than announcement at the meeting until a
quorum shall be present, at which time any business may be transacted which
might have been transacted at the meeting as first convened had there been a
quorum present. The vote of the majority of the Directors present at any meeting
of the Board or committee thereof at which a quorum is present constitutes the
action of the Board or of the committee except that amendment of these By-Laws
requires the vote of not less than a majority of the members of the Board then
in office.

         3.10     ACTION BY UNANIMOUS WRITTEN CONSENT. Action required or
permitted to be taken pursuant to authorization voted at a

BY-LAWS (SHORT FORM)                   4



meeting of the Board or a committee thereof, may be taken without a meeting if,
before or after the action, all members of the Board then in office or of the
committee consent to the action in writing. The written consents shall be filed
with the minutes of the proceedings of the Board or the committee. The consent
has the same effect as a vote of the Board or committee for all purposes.

         3.11     ELECTION OF OFFICERS. The Board of Directors of the
Corporation shall elect or appoint a president, a secretary and a treasurer and
may elect or appoint a chairman of the board. None of said officers, except the
chairman of the board, need be a director. The Board of Directors shall have the
power to appoint such other officers and agents as the board may deem necessary
for the transaction of the business of the Corporation, including the power to
appoint one or more vice-presidents and one or more attorneys-in-fact.

4.       OFFICERS

         4.1      OFFICERS. The officers of the Corporation shall consist of a
president, secretary, treasurer and, if approved by the Board, a chairperson of
the Board, one or more vice-presidents and such other officers as may be
determined by the Board.

         4.2      CHAIRPERSON OF THE BOARD. The Chairperson of the Board shall
be selected by and from the membership of the Board of Directors. He/she shall
preside at all meetings of the Shareholders and of the Board of Directors.

         4.3      PRESIDENT. The President shall be the chief executive officer
of the Corporation. He/she shall, subject to the control of the Board of
Directors, have general and active management of the business of the
Corporation, with such general powers and duties of supervision and management
as are usually vested in the office of president of a corporation. He/she shall
see that all orders and resolutions of the Board of Directors are carried into
effect, and shall have such other powers and duties as may be assigned to
him/her by the Board of Directors.

         4.4      VICE-PRESIDENTS. The Board of Directors may select one or more
vice-president who, subject to the control of the president, shall have such
powers and duties as may be assigned to each of them by the Board of Directors.

         4.5      SECRETARY. The Secretary shall be selected by the Board of
Directors. Subject to the control of the Chairperson of the Board, he/she shall
attend all meetings of Shareholders and of the Board of Directors, and shall
preserve in books of the Corporation, true minutes of the proceedings of all
such meetings. He/she shall have such additional powers and duties as may be
assigned to him/her by the Board of Directors.

BY-LAWS (SHORT FORM)                   5



         4.6      TREASURER. The Treasurer shall be selected by the Board of
Directors. Subject to the control of the President, he/she shall have custody of
all corporate funds and securities, and shall keep in books belonging to the
Corporation full and accurate accounts of all receipts and disbursements. He/she
shall deposit all monies, securities and other valuable effects in the name of
the Corporation in such depositories as may be designated for the purpose by the
Board of Directors. He/she shall disburse the funds of the Corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the Chairperson of the Board and the Directors at regular meetings of
the Board and whenever requested by them and to the President, an account of all
his transactions as Treasurer. He/she shall in general perform all duties
incident to the office of treasurer, and shall have such additional powers and
duties as may be assigned to him/her by the Board of Directors.

         4.7      TERM; REMOVAL OF OFFICERS AND AGENTS; RESIGNATION. An officer
elected or appointed as herein provided shall hold office for the term for which
he or she is elected or appointed and until his/her successor is elected or
appointed and qualified, or until his/her resignation or removal. Any officer or
agent may be removed by the Board of Directors at any time, with or without
cause. The removal of an officer shall be without prejudice to his contract
rights, if any. The election or appointment of an officer does not of itself
create contract rights. An officer may resign by written notice to the
Corporation. The resignation is effective upon its receipt by the Corporation or
at a subsequent time specified in the notice of resignation.

5.       EXECUTION OF INSTRUMENTS

         5.1      MONEY INSTRUMENTS. All checks, drafts and orders for payment
of money shall be signed in the name of the Corporation by such officer(s) or
agent(s) and in such manner including the use of facsimile signatures as the
Board of Directors shall from time to time designate for that purpose.

         5.2      OTHER INSTRUMENTS. The Board of Directors shall have power to
designate the officers and agents (or a single officer or agent) who shall have
authority to execute any contract, conveyance or other instrument or document on
behalf of the Corporation. When the execution of any contract, conveyance or
other instrument or document has been authorized without specification of the
executing officers, the Chairperson of the Board or President may execute the
same in the name and on behalf of the Corporation, or any Vice-President, and
the Secretary or Assistant Secretary may execute the same in the name and on
behalf of the Corporation.

BY-LAWS (SHORT FORM)                   6



6.       INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES

         6.1      THIRD-PARTY PROCEEDING. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he/she is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him/her in connection with
such action, suit or proceeding if he/she acted in good faith and in a manner
he/she reasonably believed to be in or not opposed to the best interests of the
Corporation or its Shareholders, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his/her conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he/she reasonably believed to be in or not opposed to the best
interests of the Corporation or its Shareholders, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his/her
conduct was unlawful.

         6.2      DERIVATIVE SHAREHOLDER LIABILITY. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he/she
is or was a director, officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, whether for profit or
not, against expenses (including attorneys' fees) and amounts paid in settlement
actually and reasonably incurred by the person in connection with the action or
suit if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the Corporation or its
Shareholders; except that no indemnification shall be made for any claim, issue
or matter in which the person has been found liable to the Corporation except to
the extent ordered by a court of competent jurisdiction.

BY-LAWS (SHORT FORM)                   7



7.       AMENDMENT OF BY-LAWS

          These by-laws may be altered, amended, added to, rescinded or repealed
by the affirmative vote of a majority of the Shares entitled to vote or, except
insofar as exercise of such power shall be contrary to the Articles of
Incorporation, by the Board of Directors.

BY-LAWS (SHORT FORM)                   8


                                                                    EXHIBIT 3.57

- --------------------------------------------------------------------------------
      MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
  Date Received            (FOR BUREAU USE ONLY)              FILED

JAN 20 1994     Adjusted per telephone                     JAN 27 1994
- ----------------authorization from
                David Tennent                             Administrator
                                                MICHIGAN DEPARTMENT OF COMMERCE
                                                Corporation & Securities Bureau

- ----------------------------------------------
Name
  David L. Tennent
- ----------------------------------------------
Address
  801 W. Big Beaver Rd, Ste. 500
- ----------------------------------------------
City               State               ZIP Code
  Troy               MI                 48084    EFFECTIVE DATE:
- ----------------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE. -

                       RESTATED ARTICLES OF INCORPORATION
                    FOR USE BY DOMESTIC PROFIT CORPORATIONS
            (Please read information and instructions on last page)

     Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned
corporation executes the following Articles:

1.   The present name of the corporation is:  CMI-PACIFIC, INC.

2.   The corporation identification number assigned by the Bureau is:  281-128

3.   All former names of the corporation are:

4.   The date of filing the original Articles of Incorporation was:  12/14/89

     The following Restated Articles of Incorporation supersede the Articles of
     Incorporation as amended and shall be the Articles of Incorporation for the
     corporation:

ARTICLE I

The name of the corporation is:  CMI-PACIFIC, INC.

ARTICLE II

The purpose or purposes for which the corporation is formed are: To engage in
  any activity within the purposes for which corporations may be formed under
  the Business Corporation Act of Michigan.

GOLD SEAL APPEARS ONLY ON ORIGINAL



ARTICLE III

The total authorized shares:

Common shares 60,000               Preferred shares___________________________

A statement of all or any of the relative rights, preferences and limitations of
the shares of each class is as follows:

ARTICLE IV

1.   The address of the current registered office is:

     30333 Southfield Road           Southfield      , Michigan      48076
     ------------------------------------------------           ----------------
       (STREET ADDRESS)             (CITY)                         (ZIP CODE)

2.   The mailing address of the current registered office if different than
     above:

                                                    , Michigan
     ------------------------------------------------          ----------------
     (P.O. BOX)                    (CITY)                         (ZIP CODE)

3.   The name of the current resident agent is: Richard A. Nawrocki

ARTICLE V (OPTIONAL. DELETE IF NOT APPLICABLE.)

When a compromise or arrangement or a plan of reorganization of this corporation
is proposed between this corporation and its creditors or any class of them or
between this corporation and its shareholders or any class of them, a court of
equity jurisdiction within the state, on application of this corporation or of a
creditor or shareholder thereof, or on application of a receiver appointed for
the corporation, may order a meeting of the creditors or class of creditors or
of the shareholders or class of shareholders to be affected by the proposed
compromise or arrangement or reorganization, to be summoned in such manner as
the court directs. If a majority in number representing 3/4 in value of the
creditors or class of creditors, or of the shareholders or class of shareholders
to be affected by the proposed compromise or arrangement or a reorganization,
agree to a compromise or arrangement or a reorganization of this corporation
as a consequence of the compromise or arrangement, the compromise or
arrangement and the reorganization, if sanctioned by the court to which the
application has been made, shall be binding on all the creditors or class of
creditors, or on all the shareholders or class of shareholders and also on this
corporation.

ARTICLE VI (OPTIONAL. DELETE IF NOT APPLICABLE.)

Any action required or permitted by the Act to be taken at an annual or special
meeting of shareholders may be taken without a meeting, without prior notice and
without a vote, if consents in writing, setting forth the action so taken, are
signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote on the action were present and
voted. The written consents shall bear the date of signature of each shareholder
who signs the consent. No written consents shall be effective to take the
corporate action referred to unless, within 60 days after the record date for
determining shareholders entitled to express consent to or to dissent from a
proposal without a meeting, written consents signed by a sufficient number of
shareholders to take the action are delivered to the corporation. Delivery shall
be to the corporation's registered office, its principal place of business, or
an officer or agent of the corporation having custody of the minutes of the
proceedings of its shareholders. Delivery made to a corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested.

Prompt notice of the taking of the corporate action without a meeting by less
than unanious written consent shall be given to shareholders who have not
consented in writing.

GOLD SEAL APPEARS ONLY ON ORIGINAL


ARTICLE VII (ADDITIONAL PROVISIONS, IF ANY, MAY BE INSERTED HERE; ATTACH
ADDITIONAL PAGES IF NEEDED.)

- --------------------------------------------------------------------------------

              SEE ADDENDUM ATTACHED HERETO AND MADE A PART HEREOF

- --------------------------------------------------------------------------------

5.  COMPLETE SECTION (a) IF THE RESTATED ARTICLES WERE ADOPTED BY THE UNANIMOUS
    CONSENT OF THE INCORPORATORS BEFORE THE FIRST MEETING OF THE BOARD OF
    DIRECTORS; OTHERWISE, COMPLETE SECTION (b)

    a. [ ] These Restated Articles of Incorporation were duly adopted on the
           ___day of ______, 19____, in accordance with the provisions of
          Section 642 of the Act by the unanimous consent of the incorporators
          before the first meeting of the Board of Directors.

           Signed this__________________ day of____________________,19_________

           ________________________________,   _________________________________

           ________________________________    _________________________________
          (SIGNATURES OF INCORPORATORS: TYPE OR PRINT NAME UNDER EACH SIGNATURE)

    b. [X] These Restated Articles of Incorporation were duly adopted on the
           14th day of JANUARY, 1994, in accordance with the provisions of
           Section 642 of the Act and: (check one of the following)

           [ ]  were duly adopted by the Board of Directors without a vote of
                the shareholders. These Restated Articles of Incorporation only
                restate and integrate and do not further amend the provisions of
                the Articles of Incorporation as heretofore amended and there is
                no material discrepency between those provisions and the
                provisions of these Restated Articles.

           [ ]  were duly adopted by the shareholders. The necessary number of
                shares as required by statute were voted in favor of these
                Restated Articles.

           [ ]  were duly adopted by the written consent of the shareholders
                having not less than the minimum number of votes required by
                statute in accordance with Section 407(1) of the Act. Written
                notice to shareholders who have not consented in writing has
                been given. (Note: Written consent by less than all of the
                shareholders is permitted only if such provision appears in the
                Articles of Incorporation.)

           [X]  were duly adopted by the written consent of all the shareholders
                entitled to vote in accordance with Section 407(2) of the Act.

                            Signed this 14 day of January, 1994

                            By /s/ Richard A. Nawrocki
                               ------------------------------------------
                                              (SIGNATURE)

                             Richard A. Nawrocki        Vice President
                            ----------------------------------------------
                             (TYPE OR PRINT NAME)    (TYPE OR PRINT TITLE)

GOLD SEAL APPEARS ONLY ON ORIGINAL



               ATTACHMENT TO RESTATED ARTICLES OF INCORPORATION OF
                                CMI-PACIFIC, INC.

ARTICLE VII

(1) A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for a breach of fiduciary
duty as a director, except for liability: (a) for any breach of the director's
duty of loyalty to the corporation or its shareholders; (b) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (c) for a violation of Section 551(1) of the Michigan Business
Corporation Act; (d) for any transaction from which the director derived an
improper personal benefit; or (e) for any act or omission occurring prior to the
date of the approval of this Article. In the event the Michigan Business
Corporation Act is amended after the approval of this Article to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the corporation shall be
eliminated or limited to the fullest extent permitted by the Michigan Business
Corporation Act, as so amended. Any repeal, modification or adoption of any
provision in these Articles of Incorporation inconsistent with this Article
shall not adversely affect any right or protection of a director of the
corporation existing at the time of such repeal, modification or adoption.

(2) Directors and officers of the corporation shall be indemnified as of right
to the fullest extent now or hereafter permitted by law in connection with any
actual or threatened civil, criminal, administrative or investigative action,
suit or proceeding (whether formal or informal and whether brought by or in the
name of the corporation, a subsidiary or otherwise) arising out of: (a) any
actual or alleged act or omission at any time as a director or officer of the
corporation, a subsidiary, or any organization for which the person is serving
at the request of the corporation; (b) their past, present or future status as a
director of officer of the corporation, a subsidiary or any organization for
which the person is serving at the request of the corporation. Persons who are
not directors or officers of the corporation may be similarly indemnified in
respect of such service to the extent authorized at any time by the board of
directors of the corporation. The provisions of this Article shall be applicable
to directors and officers who have ceased to render such service and shall inure
to the benefit of their heirs, executors and administrators. The right of
indemnity provided herein shall not be exclusive, and the corporation may
provide indemnification to any person, by agreement or otherwise, on such terms
and conditions as the board of directors of the corporation may approve. Any
agreement for indemnification of any director, officer, employee or other person
may provide indemnification rights which are broader or otherwise different than
those set forth in the Michigan Business Corporation Act.

GOLD SEAL APPEARS ONLY ON ORIGINAL


C&S 515 (Rev. 5/95)
- --------------------------------------------------------------------------------
      MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
  Date Received                     (FOR BUREAU USE ONLY)

                                                     FILED

AUG 16 1996                                       AUG 19 1996
- -------------------
                                                 Administrator
                                 MI DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
                               CORPORATION, SECURITIES & LAND DEVELOPMENT BUREAU

- ----------------------------------------------
Name
  David L. Tennent, Esq.
- ----------------------------------------------
Address
  801 W. Big Beaver Rd, Ste. 500
- ----------------------------------------------
City               State               Zip Code
  Troy               MI                 48084    EFFECTIVE DATE:
- ----------------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE. -

            CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
              FOR USE BY DOMESTIC PROFIT AND NONPROFIT CORPORATIONS
           (Please read information and instructions on the last page)

     Pursuant to the provisions of Act 284, Public Acts of 1972  (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:

1.   The present name of the corporation is:  CMI-PACIFIC, INC.

2.   The identification number assigned by the Bureau is:  281-128

3.   The location of the registered office is:

    30333 Southfield Road         Southfield          , Michigan     48076
    --------------------------------------------------          ---------------
       (Street Address)             (City)                         (ZIP Code)

4.   Article I of the Articles of Incorporation is hereby amended to read as
     follows:

     The name of the corporation is:  CMI-POLYMERS, INC.

GOLD SEAL APPEARS ONLY ON ORIGINAL


5.   COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT
OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS OR
TRUSTEES; OTHERWISE, COMPLETE SECTION(b). DO NOT COMPLETE BOTH.

a. [ ] The foregoing amendment to the Articles of Incorporation was duly adopted
   on the______________ day of____________________, 19_________, in accordance
   with the provisions of the Act by the unanimous consent of the
   incorporator(s) before the first meeting of the Board of Directors or
   Trustees.

         Signed this__________day of____________________________, 19____________

__________________________________           ___________________________________
         (Signature)                                     (Signature)

__________________________________           ___________________________________
    (Type or Print Name)                              (Type or Print Name)

__________________________________           ___________________________________
        (Signature)                                      (Sigature)

__________________________________           ___________________________________
    (Type or Print Name)                              (Type or Print Name)

b.   [x] The foregoing amendement to the Articles of Incorporation was duly
     adopted on the 14th day of August, 1996. The amendment: (check one of the
     following)

     [ ] was duly adopted in accordance with Section 611(2) of the Act by the
         vote of the shareholders if a profit corporation, or by the vote of the
         sharesholders or members if a nonprofit corporation, or by the vote of
         the directors if a nonprofit corporation organized on a nonstock
         directorship basis. The necessary votes were cast in favor of the
         amendment.

     [ ] was duly adopted by the written consent of all directors pursuant to
         Section 525 of the Act and the corporation is a nonprofit corporation
         organized on a nonstock directorship basis.

     [ ] was duly adopted by the written consent of the shareholders or members
         having not less than the minimum number of votes required by statute in
         accordance with Section 407(1) and (2) of the Act if a nonprofit
         corporation, or Section 407(1) of the Act if a profit corporation.
         Written notice to shareholders who have not consented in writing has
         been given. (Note: Written consent by less than all of the shareholders
         or members is permitted only if such provision appears in the Articles
         of Incorporation.)

     [ ] was duly adopted by the written consent of all the shareholders or
         members entitled to vote in accordance with section 407(3) of the Act
         if a nonprofit corporation, or Section 407(2) of the Act if a profit
         corporation.

                   Signed this 14th day of August, 1996

                   By /s/ Richard A. Nawrocki
                     -----------------------------------------------------------
                      (Only Signature of President, Vice-President, Chairperson,
                      or Vice-Chairperson)

                               Richard A. Nawrocki, Exec. Vice President
                            ----------------------------------------------------
                              (Type or Print Name)    (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL



- -------------------------------------------------------------------------------
             MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
              CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- -------------------------------------------------------------------------------
Date Receive                                       (FOR BUREAU USE ONLY)
JUN 21 1999
- ---------------------------
                                                            FILED

                                                          JUN 21 1999

- ----------------------------                             Administrator
Name________________________                CORP., SECURITIES & LAND DEV. BUREAU

        Ph. 517-663-2525 Ref # 94118
Address Attn: Cheryl J. Bixby
        MICHIGAN RUNNER SERVICE
City    P.O. Box 266
        Eaton Rapids, MI 48827                 EFFECTIVE DATE:
- -------------------------------------------------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE-

            CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
                     FOR USE BY DOMESTIC PROFIT CORPORATIONS
           (Please read information and instructions on the last page)

     Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations),
the undersigned corporation executes the following Certificate:

1.   The present name of the corporation is: CMI-POLYMERS, INC.

2.   The identification number assigned by the Bureau is: 281-128

3.   The location of its registered office is:

30333 Southfield Road               Southfield                      48076
- ------------------------------------------------------, Michigan -----------
        (Street Address)             (City)                       (ZIP Code)

4.   Article I of the Articles of Incorporation is hereby amended to read as
     follows:

     The name of the corporation is HAYES LEMMERZ INTERNATIONAL-PETERSBURG, INC.

Article IV of the Articles of Incorporation is hereby amended to read as
follows:

1.   The address of the registered office is 15300 Centennial Drive,
     Northville, Michigan 48167.

3.   The name of the resident agent at the registered office is Patrick B.
     Carey.

GOLD SEAL APPEARS ONLY ON ORIGINAL



5.   (FOR AMENDMENTS ADOPTED BY UNANIMOUS CONSENT OF INCORPORATORS BEFORE THE
     FIRST MEETING OF THE BOARD OF DIRECTORS OR TRUSTEES.)

The foregoing amendment to the Articles of incorporation was duly adopted on the
________ day of________________, 19_____, in accordance with the provisions of
the Act by the unanimous consent of the incorporator(s) before the first meeting
of the Board of Directors or Trustees.

         Signed this__________day of______________________________, 19_________.

__________________________________           ___________________________________
         (Signature)                                     (Signature)

__________________________________           ___________________________________
    (Type or Print Name)                               (Type or Print Name)

__________________________________           ___________________________________
        (Signature)                                      (Signature)

__________________________________           ___________________________________
    (Type or Print Name)                              (Type or Print Name)


6.   (FOR PROFIT CORPORATIONS, AND FOR NONPROFIT CORPORATIONS WHOSE ARTICLES
     STATE THE CORPORATION IS ORGANIZED ON A STOCK OR ON A MEMBERSHIP BASIS.)

     The foregoing amendment to the Articles of Incorporation was duly adopted
     on the 30th day of April, 1999 by the shareholders if a profit corporation,
     or by the shareholders or members if a nonprofit corporation (check one of
     the following)

     [ ] at a meeting. The necessary votes were cast in favor of the amendment.

     [ ] by written consent of the shareholders or members having not less than
         the minimum number of votes required by statute in accordance with
         Section 407(1) and (2) of the Act if a nonprofit corporation, or
         Section 407(1) of the Act if a profit corporation. Written notice to
         shareholders or members who have not consented in writing has been
         given. (Note: Written consent by less than all of the shareholders or
         members is permitted only if such provision appears in the Articles of
         Incorporation.)

     [X] by written consent of all the shareholders or members entitled to vote
         in accordance with section 407(3) of the Act if a nonprofit
         corporation, or Section 407(2) of the Act if a profit corporation.

                          Signed this 17th day of June, 1999

                          By /s/ William D. Shovers
                             ----------------------------------------
                             (Signature of President, Vice-President,
                             Chairperson, Vice-Chairperson)

                            William D. Shovers       Vice-President
                           ------------------------------------------
                           (Type or Print Name) (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL



- -------------------------------------------------------------------------------
             MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
              CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- -------------------------------------------------------------------------------
Date Receive                                       (FOR BUREAU USE ONLY)

JUN 28 1999
- ------------                                                FILED

                                                          JUN 28 1999

                                                         Administrator
                                            CORP., SECURITIES & LAND DEV. BUREAU
Ph. 517-663-2525 Ref # 94366
Attn: Cheryl J. Bixby
MICHIGAN RUNNER SERVICE
P.O. Box 266
Eaton Rapids, MI 48827                 EXPIRATION DATE; DECEMBER 31, 2004
- -----------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

                          CERTIFICATE OF ASSUMED NAME
 FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES
           (Please read information and instructions on reverse side)

     Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, Limited partnership, or limited
liability company in item one executes the following Certificate:

1.   The true name of the corporation, limited partnership, or limited liability
     company is:

     HAYES LEMMERZ INTERNATIONAL-PETERSBURG, INC.

2.   The identification number assigned by the Bureau is:   281-128

3.   The location of the corporation or limited liability company registered
     office in Michigan or the office at which the limited partnership records
     are maintained is:

     15300 Centennial Drive       Northville           Michigan      48167
- -------------------------------------------------------------------------------
       (Street Address)           (City)               (State)   (ZIP Code)

4.   The assumed name under which business is to be transacted is:

     CMI-POLYMERS, INC.

 COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

                    Signed this 17th day of June 1999

                    By /s/ William D. Shovers
                       -----------------------------------------
                           (Signature)

                       William D. Shovers       Vice President
                    ----------------------------------------------
                       (Type or Print Name) (Type or Print Title)

                    ______________________________________________
                           (Limited Partnerships Only --
                          Indicate Name of General Partner
                         if a corporation or other entity)

GOLD SEAL APPEARS ONLY ON ORIGINAL



- -------------------------------------------------------------------------------
              MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
                         BUREAU OF COMMERCIAL SERVICES
- -------------------------------------------------------------------------------
Date Received                                (FOR BUREAU USE ONLY)
- -------------                                                      FILED

                                                               APR 22 2002

                This document is effective on the date filed, unless a
                subsequent effective date within 90 days after received date is
                stated in the document.

- ---------------------------------------------------
Name                                                        CIS Administrator
                                                            BUREAU OF
     Kelly Brushaber                                        COMMERCIAL SERVICES
- ---------------------------------------------------
Address
     15300 Centennial Drive
- ---------------------------------------------------
        City           State             Zip Code        EFFECTIVE DATE
- ---------------------------------------------------
     Northville          MI                48167

- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE. -
- -------------------------------------------------------------------------------
     IF LEFT BLANK DOCUMENT WILL BE MAILED TO THE REGISTERED OFFICE.

   CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT
FOR USE BY DOMESTIC AND FOREIGN CORPORATIONS AND LIMITED LIABILITY COMPANIES
           (Please read information and instructions on reverse side)

     Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or
Act 23, Public Acts of 1993 (limited liability companies), the undersigned
corporation or limited liability company executes the following Certificate:

1.   The name of the corporation or limited liability company is:

        Hayes Lemmerz International - Petersburg, Inc.

2.   The identification number assigned by the Bureau is:  281-128

3.   a. The name of the resident agent on file with the Bureau is:
                                                          Patrick B. Carey

     b. The location of the registered office on file with the Bureau is:

        15300 Centennial Drive, Northville    Michigan               48167
        ---------------------------------------------------        ----------
          (Street Address)    (City)                               (ZIP Code)

     c. The mailing address of the above registered office on file with the
        Bureau is:

           Same as above                              Michigan
- ----------------------------------------------------,            ---------------
(Street Address or P.O. Box)         (City)                         (ZIP Code)

 ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD

4.   a. The name of the resident agent is: Patrick C. Cauley

     b. The address of the registered office is:

     15300 Centennial Drive, Northville               Michigan     48167
     ------------------------------------------------,           ----------
         (Street Address)                    (City)              (ZIP Code)

     c. The mailing address of the registered office IF DIFFERENT THAN 4B is:

____________________________________________________, Michigan   _______________
(Street Address or P.O. Box)              (City)                (ZIP Code)

5.   The above changes were authorized by resolution duly adopted by: 1.ALL
     CORPORATIONS: its Board of Directors; 2. PROFIT CORPORATIONS ONLY: the
     resident agent if only the address of the registered office is changed, in
     which case a copy of this statement has been mailed to the corporation; 3.
     LIMITED LIABILITY COMPANIES: an operating agreement, affirmative vote of a
     majority of the members pursuant to section 502(1), managers pursuant to
     section 405, or the resident agent if only the address of the registered
     office is changed.

6.   The corporation or limited liability company further states that the
     address of its registered office and the address of its resident agent, as
     changed, are identical.

Signature

/s/ Larry Karenko     Type or Print Name and Title      Date Signed
- -------------------
                      Larry Karenko, Vice President April 9, 2002

GOLD SEAL APPEARS ONLY ON ORIGINAL


                                                                    EXHIBIT 3.58

                                     BY-LAWS

                                       OF

                                CMI-PACIFIC. INC.

                             A MICHIGAN CORPORATION

                    (INCLUDING ALL AMENDMENTS AS OF 1/14/94)

1.       SHAREHOLDERS' MEETING

         1.1      ANNUAL MEETING. The annual meeting of the Shareholders shall
be held in each year after the expiration of the fiscal year of the Corporation
at such time and place as shall be determined by the Board of Directors, for the
purpose of electing Directors and of transacting such other business as may
properly be brought before the meeting.

         1.2      SPECIAL MEETINGS. A Special Meeting of the Shareholders may be
called to be held at such time and place as may be designated by the Chairperson
of the Board, a majority of the Board of Directors, or not less than an
aggregate of ten percent (10%) of the outstanding shares of stock of the
Corporation having the right to vote at such Special Meeting.

         1.3      NOTICE OF MEETINGS. Written notice of the time, place and
purposes of every meeting of the Shareholders of this Corporation shall be
given, either personally or by mail, not less than ten (10) nor more than sixty
(60) days before said meeting to each Shareholder of record of the Corporation
entitled to vote at such meeting. Notices shall state the authority pursuant to
which they are issued as, "by order of" the "Chairperson of the Board", "Board
of Directors", or "Shareholders".

         1.4      WAIVER OF NOTICE. Notice of the time, place and purpose of any
meeting of the Shareholders of this Corporation may be waived by telegram,
radiogram, cablegram, or other writing either before or after such meeting has
been held.

                  A Shareholder's attendance at a meeting of Shareholders, in
person or by proxy, will result in (a) a waiver of objection to lack of notice
or defective notice of the meeting unless the Shareholder at the beginning of
the meeting objects to holding the meeting or transacting business at the
meeting and (b) waiver of objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes described in the meeting
notice, unless the Shareholder objects to considering the matter when it is
presented.



         1.5      QUORUM. At every meeting of the Shareholders, the holders of
record of a majority of the outstanding shares of stock of the Corporation
entitled to vote at such meeting, whether present in person or represented by
proxy, shall constitute a quorum.

         1.6      RECORD DATE. The Board of Directors may fix in advance a date
not exceeding sixty (60) days nor less than ten (10) days preceding the original
date fixed for any meeting of Shareholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, as a record
date for the determination of the Shareholders entitled to notice of, and to
vote at, any such meeting, or entitled to receive payment of any such dividend,
or to any such allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock. In such case, such
Shareholders and only such Shareholders as shall be Shareholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation or otherwise after any
such record date is fixed as aforesaid. Nothing in this Section shall affect the
rights of a Shareholder and his/her transferee or transferor as between
themselves.

         1.7      VOTING RIGHTS. At all times, each holder of record of the
common stock of the Corporation shall be entitled to one vote for each share of
common stock standing in his/her name on the books of the Corporation, subject,
however, to the full effect of the limitations imposed by the fixed record date
for determination of Shareholders set forth elsewhere in this Article.

         1.8      VOTE BY SHAREHOLDER CORPORATION. Shares standing in the name
of another domestic or foreign corporation may be voted by an officer or agent,
or by proxy appointed by an officer or agent of such corporation.

         1.9      ACTION BY UNANIMOUS WRITTEN CONSENT. Any action required or
permitted to be taken at an Annual or Special Meeting of Shareholders may be
taken without a meeting, without prior notice and without a vote, if before or
after the action all the Shareholders entitled to vote thereon consent thereto
in writing.

         1.10     ELECTRONIC PARTICIPATION. A Shareholder may participate in a
meeting of Shareholders by a conference telephone or by other similar
communications equipment through which all persons participating in the meeting
may communicate with the other participants. All participants shall be advised
of the communications equipment and the names of the participants in the

                                       2



conference shall be divulged to all participants. Participation in a meeting
pursuant to this Section constitutes presence in person at the meeting.

2.       SHARES

         2.1      CERTIFICATES. Every Shareholder of this Corporation shall be
entitled to a certificate of his or her shares signed by the Chairperson of the
Board, Vice-Chairperson of the Board, President or a Vice-President and which
may also be signed by another officer of the Corporation. Each such certificate
shall state on its face that the Corporation is formed under the laws of this
state, the name of the person to whom issued, the number and class of Shares,
and the designation of the series, if any, which the certificate represents.

3.       BOARD OF DIRECTORS

         3.1      NUMBER AND TERM OF OFFICE. The business, property and affairs
of the Corporation shall be managed by a Board of Directors composed of one (1)
or more members who need not be Shareholders. The number of Directors for the
Board of Directors shall be determined by a majority vote of the Shareholders.
The first Board of Directors shall hold office until the first annual meeting of
Shareholders. At the first annual meeting of Shareholders and at each annual
meeting thereafter, the Shareholders shall elect Directors to hold office until
the succeeding annual meeting. A Director shall hold office for the term for
which he or she is elected and until his or her successor is elected and
qualified, or until his or her resignation or removal. A Director may resign by
written notice to the Corporation. The resignation is effective upon its receipt
by the Corporation or a later time as set forth in the notice of resignation.

         3.2      VACANCIES. A vacancy occurring in the Board may be filled by
the Shareholders or the Board. A vacancy filled by the Board may be filled for a
term of office continuing only until the next election of Directors by the
Shareholders.

         3.3      ANNUAL MEETINGS. At the place of holding the annual meeting of
Shareholders and immediately following the same, the Board of Directors as
constituted upon final adjournment of such Shareholder meeting shall convene
without notice for the purpose of electing officers and transacting any other
business properly brought before it; provided, that the annual meeting in any
year may be held at a different time and place than that herein provided by
consent of a majority of the Directors of such new Board.

         3.4      REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such time and place as the Board of

                                       3



Directors shall from time to time determine by resolution of the Board of
Directors or by waiver of notice and consent. No notice of regular meetings of
the board shall be required.

         3.5      SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairperson of the Board or a majority of the Directors in
office at the time of the call, whenever in his/her or their judgment it may be
necessary, by giving reasonable notice, either personally or by mail or
telegram, of the time and place of such meeting. Any action taken at any such
meeting shall not be invalidated for want of notice if such notice shall be
waived as herein provided.

         3.6      WAIVER OF NOTICE. Notice of the time and place of any meeting
of the Board of Directors may be waived in writing or by telegram, radiogram, or
cablegram, either before or after such meeting has been held. A Director's
attendance at or participation in a meeting waives any required notice to him or
her of the meeting unless he or she at the beginning of the meeting, or upon his
or her arrival, objects to the meeting or the transacting of business at the
meeting and does not thereafter vote for or assent to any action taken at the
meeting.

         3.7      PURPOSE. Neither the business to be transacted nor the purpose
of a regular or special meeting need be specified in the notice or waiver of
notice of the meeting.

         3.8      ELECTRONIC PARTICIPATION. A Director may participate in a
meeting of the Board or of any committee designated by the Board by means of a
conference telephone or similar communications equipment through which all
persons participating in the meeting can communicate with the other
participants. Participation in a meeting pursuant to this subsection constitutes
presence in person at the meeting.

         3.9      QUORUM. A majority of the Directors then in office, or of the
members of a committee thereof, constitutes a quorum for the transaction of
business. If there shall be less than a quorum present at any meeting of the
Board of Directors, a majority of the Directors present may adjourn the meeting
from time to time without notice other than announcement at the meeting until a
quorum shall be present, at which time any business may be transacted which
might have been transacted at the meeting as first convened had there been a
quorum present. The vote of the majority of the Directors present at any meeting
of the Board or committee thereof at which a quorum is present constitutes the
action of the Board or of the committee except that amendment of these By-Laws
requires the vote of not less than a majority of the members of the Board then
in office.

         3.10     ACTION BY UNANIMOUS WRITTEN CONSENT. Action required or
permitted to be taken pursuant to authorization voted at a

                                       4



meeting of the Board or a committee thereof, may be taken without a meeting if,
before or after the action, all members of the Board then in office or of the
committee consent to the action in writing. The written consents shall be filed
with the minutes of the proceedings of the Board or the committee. The consent
has the same effect as a vote of the Board or committee for all purposes.

         3.11     ELECTION OF OFFICERS. The Board of Directors of the
Corporation shall elect or appoint a president, a secretary and a treasurer and
may elect or appoint a chairman of the board. None of said officers, except the
chairman of the board, need be a director. The Board of Directors shall have the
power to appoint such other officers and agents as the board may deem necessary
for the transaction of the business of the Corporation, including the power to
appoint one or more vice-presidents and one or more attorneys-in-fact.

4.       OFFICERS

         4.1      OFFICERS. The officers of the Corporation shall consist of a
president, secretary, treasurer and, if approved by the Board, a chairperson of
the Board, one or more vice-presidents and such other officers as may be
determined by the Board.

         4.2      CHAIRPERSON OF THE BOARD. The Chairperson of the Board shall
be selected by and from the membership of the Board of Directors. He/she shall
preside at all meetings of the Shareholders and of the Board of Directors.

         4.3      PRESIDENT. The President shall be the chief executive officer
of the Corporation. He/she shall, subject to the control of the Board of
Directors, have general and active management of the business of the
Corporation, with such general powers and duties of supervision and management
as are usually vested in the office of president of a corporation. He/she shall
see that all orders and resolutions of the Board of Directors are carried into
effect, and shall have such other powers and duties as may be assigned to
him/her by the Board of Directors.

         4.4      VICE-PRESIDENTS. The Board of Directors may select one or more
vice-president who, subject to the control of the president, shall have such
powers and duties as may be assigned to each of them by the Board of Directors.

         4.5      SECRETARY. The Secretary shall be selected by the Board of
Directors. Subject to the control of the Chairperson of the Board, he/she shall
attend all meetings of Shareholders and of the Board of Directors, and shall
preserve in books of the Corporation, true minutes of the proceedings of all
such meetings. He/she shall have such additional powers and duties as may be
assigned to him/her by the Board of Directors.

                                       5



         4.6      TREASURER. The Treasurer shall be selected by the Board of
Directors. Subject to the control of the President, he/she shall have custody of
all corporate funds and securities, and shall keep in books belonging to the
Corporation full and accurate accounts of all receipts and disbursements. He/she
shall deposit all monies, securities and other valuable effects in the name of
the Corporation in such depositories as may be designated for the purpose by the
Board of Directors. He/she shall disburse the funds of the Corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the Chairperson of the Board and the Directors at regular meetings of
the Board and whenever requested by them and to the President, an account of all
his transactions as Treasurer. He/she shall in general perform all duties
incident to the office of treasurer, and shall have such additional powers and
duties as may be assigned to him/her by the Board of Directors.

         4.7      TERM; REMOVAL OF OFFICERS AND AGENTS; RESIGNATION. An officer
elected or appointed as herein provided shall hold office for the term for which
he or she is elected or appointed and until his/her successor is elected or
appointed and qualified, or until his/her resignation or removal. Any officer or
agent may be removed by the Board of Directors at any time, with or without
cause. The removal of an officer shall be without prejudice to his contract
rights, if any. The election or appointment of an officer does not of itself
create contract rights. An officer may resign by written notice to the
Corporation. The resignation is effective upon its receipt by the Corporation or
at a subsequent time specified in the notice of resignation.

5.       EXECUTION OF INSTRUMENTS

         5.1      MONEY INSTRUMENTS. All checks, drafts and orders for payment
of money shall be signed in the name of the Corporation by such officer(s) or
agent(s) and in such manner including the use of facsimile signatures as the
Board of Directors shall from time to time designate for that purpose.

         5.2      OTHER INSTRUMENTS. The Board of Directors shall have power to
designate the officers and agents (or a single officer or agent) who shall have
authority to execute any contract, conveyance or other instrument or document on
behalf of the Corporation. When the execution of any contract, conveyance or
other instrument or document has been authorized without specification of the
executing officers, the Chairperson of the Board or President may execute the
same in the name and on behalf of the Corporation, or any Vice-President, and
the Secretary or Assistant Secretary may execute the same in the name and on
behalf of the Corporation.

                                       6



6.       INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES

         6.1      THIRD-PARTY PROCEEDING. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he/she is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him/her in connection with
such action, suit or proceeding if he/she acted in good faith and in a manner
he/she reasonably believed to be in or not opposed to the best interests of the
Corporation or its Shareholders, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his/her conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he/she reasonably believed to be in or not opposed to the best
interests of the Corporation or its Shareholders, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his/her
conduct was unlawful.

         6.2      DERIVATIVE SHAREHOLDER LIABILITY. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he/she
is or was a director, officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, whether for profit or
not, against expenses (including attorneys' fees) and amounts paid in settlement
actually and reasonably incurred by the person in connection with the action or
suit if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the Corporation or its
Shareholders; except that no indemnification shall be made for any claim, issue
or matter in which the person has been found liable to the Corporation except to
the extent ordered by a court of competent jurisdiction.

                                       7



7.       AMENDMENT OF BY-LAWS

         These by-laws may be altered, amended, added to, rescinded or repealed
by the affirmative vote of a majority of the Shares entitled to vote or, except
insofar as exercise of such power shall be contrary to the Articles of
Incorporation, by the Board of Directors.

                                        8


                                                                    EXHIBIT 3.59

- -------------------------------------------------------------------------------
       MICHIGAN DEPARTMENT OF COMMERCE-CORPORATION AND SECURITIES BUREAU
- -------------------------------------------------------------------------------
Date Received     Adjusted per telephone             (FOR BUREAU USE ONLY)
JAN 20 1994       authorization from
                  David Tennent.

- -----------------------------------------

                                                          FILED
- -----------------------------------------
Name                                                     JAN 27 1994
  David L. Tennent
- -----------------------------------------                Administrator
Address                                          MICHIGAN DEPARTMENT OF COMMERCE
  801 W. Big Beaver Rd, Ste. 500                 Corporation & Securities Bureau
- -----------------------------------------
City                 State       ZIP Code
Troy                  MI          48084              EFFECTIVE DATE:
- -----------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE.

                       RESTATED ARTICLES OF INCORPORATION
                    FOR USE BY DOMESTIC PROFIT CORPORATIONS
            (Please read information and instructions on last page)

         Pursuant to the provisions of Act 284, Public Acts of 1972, the
undersigned corporation executes the following Articles:

1. The present name of the corporation is: CMI-SOUTHFIELD, INC.

2. The corporation identification number assigned by the Bureau is: 028-988

3. All former names of the corporation are: SOUTHFIELD MACHINE PRODUCTS, INC.

4. The date of filing the original Articles of Incorporation was: 3/1/79

         The following Restated Articles of Incorporation supersede the
         Articles of Incorporation as amended and shall be the Articles of
         Incorporation for the corporation:

ARTICLE I

The name of the corporation is: CMI-SOUTHFIELD, INC.

ARTICLE II

The purpose or purposes for which the corporation is formed are: To engage
         in any activity within the purposes for which corporations may be
         formed under the Business Corporation Act of Michigan.

GOLD SEAL APPEARS ONLY ON ORIGINAL



ARTICLE III

The total authorized shares:

         Common shares 50,000             Preferred shares _____________________

         A statement of all or any of the relative rights, preferences and
         limitations of the shares of each class is as follows:

ARTICLE IV

1. The address of the current registered office is:

   30333 Southfield Road     Southfield, Michigan   48076
   ------------------------------------           ---------
   (STREET ADDRESS)            (CITY)             (ZIP CODE)

2. The mailing address of the current registered office if different than above:

                                               Michigan
  -------------------------------------------,          ------------------------
 (P.O. BOX)                   (CITY)                            (ZIP CODE)

3. The name of the current resident agent is:  Ray H. Witt

ARTICLE V (OPTIONAL. DELETE IF NOT APPLICABLE.)

When a compromise or arrangement or a plan of reorganization of this corporation
is proposed between this corporation and its creditors or any class of them or
between this corporation and its shareholders or any class of them, a court of
equity jurisdiction within the state, on application of this corporation or of a
creditor or shareholder thereof, or on application of a receiver appointed for
the corporation, may order a meeting of the creditors or class of creditors or
of the shareholders or class of shareholders to be affected by the proposed
compromise or arrangement or reorganization, to be summoned in such manner as
the court directs. If a majority in number representing 3/4 in value of the
creditors or class of creditors, or of the shareholders or class of shareholders
to be affected by the proposed compromise or arrangement or a reorganization,
agree to a compromise or arrangement or a reorganization of this corporation as
a consequence of the compromise or arrangement, the compromise or arrangement
and the reorganization, if sanctioned by the court to which the application has
been made, shall be binding on all the creditors or class of creditors, or on
all the shareholders or class of shareholders and also on this corporation.

ARTICLE VI (OPTIONAL. DELETE IF NOT APPLICABLE.)

Any action required or permitted by the Act to be taken at an annual or special
meeting of shareholders may be taken without a meeting, without prior notice and
without a vote, if consents in writing, setting forth the action so taken, are
signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote on the action were present and
voted. The written consents shall bear the date of signature of each shareholder
who signs the consent. No written consents shall be effective to take the
corporate action referred to unless, within 60 days after the record date for
determining shareholders entitled to express consent to or to dissent from a
proposal without a meeting, written consents signed by a sufficient number of
shareholders to take the action are delivered to the corporation. Delivery shall
be to the corporation's registered office, its principal place of business, or
an officer or agent of the corporation having custody of the minutes of the
proceedings of its shareholders. Delivery made to a corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested.

Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to shareholders who have not
consented in writing.

GOLD SEAL APPEARS ONLY ON ORIGINAL



ARTICLE VII (ADDITIONAL PROVISIONS, IF ANY, MAY BE INSERTED HERE; ATTACH
ADDITIONAL PAGES IF NEEDED.)
- ------------------------------------------------------------------------------
SEE ADDENDUM ATTACHED HERETO AND MADE A PART HEREOF
- ------------------------------------------------------------------------------
5. COMPLETE SECTION (a) IF THE RESTATED ARTICLES WERE ADOPTED BY THE UNANIMOUS
   CONSENT OF THE INCORPORATORS BEFORE THE FIRST MEETING OF THE BOARD OF
   DIRECTORS; OTHERWISE, COMPLETE SECTION (b)

   a. [ ] These Restated Articles of Incorporation were duly adopted on the ____
          day of ______________ ,19______ , in accordance with the provisions of
          Section 642 of the Act by the unanimous consent of the incorporators
          before the first meeting of the Board of Directors.

          Signed this ____________day of _______________________________, 19____
          ____________________________________ _________________________________
          ______________________________________________________________________
         (SIGNATURES OF INCORPORATORS; TYPE OR PRINT NAME UNDER EACH SIGNATURE)

   b. [X] These Restated Articles of Incorporation were duly adopted on the 14th
          day of January, 1994, in accordance with the provisions of Section 642
          of the Act and: (check one of the following)

      [ ] were duly adopted by the Board of Directors without a vote of the
          shareholders. These Restated Articles of Incorporation only restate
          and integrate and do not further amend the provisions of the Articles
          of Incorporation as heretofore amended and there is no material
          discrepency between those provisions and the provisions of these
          Restated Articles.

      [ ] were duly adopted by the shareholders. The necessary number of shares
          as required by statute were voted in favor of these Restated Articles.

      [ ] were duly adopted by the written consent of the shareholders having
          not less than the minimum number of votes required by statute
          in accordance with Section 407(1) of the Act. Written notice to
          shareholders who have not consented in writing has been given. (Note:
          Written consent by less than all of the shareholders is permitted
          only if such provision appears in the Articles of Incorporation.)

      [X] were duly adopted by the written consent of all the shareholders
          entitled to vote in accordance with Section 407(2) of the Act.

                            Signed this 14 day of January, 1994

                            By /s/ Richard A. Nawrocki
                               -------------------------------------
                                     (SIGNATURE)

                            Richard A. Nawrocki        Vice President
                            ---------------------------------------------------
                            (TYPE OR PRINT NAME)          (TYPE OR PRINT TITLE)

GOLD SEAL APPEARS ONLY ON ORIGINAL


               ATTACHMENT TO RESTATED ARTICLES OF INCORPORATION OF
                              CMI-SOUTHFIELD, INC.

ARTICLE VII

(1) A director of the corporation shall not be personally liable to
the corporation or its shareholders for monetary damages for a breach of
fiduciary duty as a director, except for liability: (a) for any breach of the
director's duty of loyalty to the corporation or its shareholders; (b) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (c) for a violation of Section 551(1) of the Michigan
Business Corporation Act; (d) for any transaction from which the director
derived an improper personal benefit; or (e) for any act or omission occurring
prior to the date of the approval of this Article. In the event the Michigan
Business Corporation Act is amended after the approval of this Article to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the corporation
shall be eliminated or limited to the fullest extent permitted by the Michigan
Business Corporation Act, as so amended. Any repeal, modification or adoption
of any provision in these Articles of Incorporation inconsistent with this
Article shall not adversely affect any right or protection of a director of the
corporation existing at the time of such repeal, modification or adoption.

(2) Directors and officers of the corporation shall be indemnified as of right
to the fullest extent now or hereafter permitted by law in connection with any
actual or threatened civil, criminal, administrative or investigative action,
suit or proceeding (whether formal or informal and whether brought by or in the
name of the corporation, a subsidiary or otherwise) arising out of: (a) any
actual or alleged act or omission at any time as a director or officer of the
corporation, a subsidiary, or any organization for which the person is serving
at the request of the corporation; (b) their past, present or future status as a
director of officer of the corporation, a subsidiary or any organization for
which the person is serving at the request of the corporation. Persons who are
not directors or officers of the corporation may be similarly indemnified in
respect of such service to the extent authorized at any time by the board of
directors of the corporation. The provisions of this Article shall be applicable
to directors and officers who have ceased to render such service and shall inure
to the benefit of their heirs, executors and administrators. The right of
indemnity provided herein shall not be exclusive, and the corporation may
provide indemnification to any person, by agreement or otherwise, on such terms
and conditions as the board of directors of the corporation may approve. Any
agreement for indemnification of any director, officer, employee or other person
may provide indemnification rights which are broader or otherwise different than
those set forth in the Michigan Business Corporation Act.

GOLD SEAL APPEARS ONLY ON ORIGINAL



                         CORPORATION INFORMATION UPDATE
                            (formerly Annual Report)
                                      1998            988B#0202 0601 PNAR $15.00

[ ] TO CERTIFY THERE ARE NO CHANGES FROM YOUR PREVIOUS        FILING FEE: $15.00
    FILLING CHECK THIS BOX AND SKIP TO ITEM 6.

- --------------------------------------------------------------------------------
                              FOR BUREAU USE ONLY
- --------------------------------------------------------------------------------
      028988           THE OFFICE IS LOCATED AT:        RETURN TO:
                              6546 MERCANTILE WAY          MICHIGAN DEPARTMENT
IDENTIFICATION NUMBER         LANSING MI 48910             OF CONSUMER AND
                              (517) 334-6300               INDUSTRY SERVICES
                                                           CORPORATION,
                                                           SECURITIES AND LAND
                                                           DEVELOPMENT BUREAU
                                                           P.O. BOX 30057
                                                           LANSING MI 48909-7557
- --------------------------------------------------------------------------------
Corporate Name and Mailing Address

        CMI-SOUTHFIELD, INC.
        30333 SOUTHFIELD RD.
        SOUTHFIELD MI 48076

                                    FILED BY DEPARTMENT JUN 30 1998
- --------------------------------------------------------------------------------
Registered Office Address in Michigan - NO., STREET, CITY, ZIP Resident Agent
        30333 SOUTHFIELD RD.                                     RAY H. WITT
        SOUTHFIELD                            48076

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
IF THERE ARE CHANGES FROM YOUR PREVIOUS FILING, YOU MUST COMPLETE ITEMS 1
THROUGH 6.
- --------------------------------------------------------------------------------
1. Mailling address of registered office if     2. Resident Agent if different
   different that preprinted information above     than above
                                                   Richard A. Nawrocki
- --------------------------------------------------------------------------------
3. Address of registered office if different than preprinted information
   above-NO., STREET, CITY, ZIP
- --------------------------------------------------------------------------------
4. Describe the general nature and kind of business in which the corporation is
   engaged:
- --------------------------------------------------------------------------------



5.                       NAME                                      BUSINESS OR RESIDENCE ADDRESS
- -----------------------------------------------------------------------------------------------------
                                                      
           President
                  Richard A. Nawrocki                       30333 Southfield Rd. Southfield, MI 48076
           ------------------------------------------------------------------------------------------
           Vice President
   If             Robert Fiolek                             30333 Southfield Rd. Southfield, MI 48076
different  ------------------------------------------------------------------------------------------
  than     Secretary
President         Larry D. Schwentor                        30333 Southfield Rd. Southfield, MI 48076
           ------------------------------------------------------------------------------------------
           Treasurer
             & Vice President       Renee Weinman           30333 Southfield Rd. Southfield MI 48076
           ------------------------------------------------------------------------------------------
           Director
   If             Ray H. Witt                               30333 Southfield Rd. Southfield MI 48076
different  ------------------------------------------------------------------------------------------
  than     Director
Officers          Robert Herr                               30333 Southfield Rd. Southfield, MI 48076
           ------------------------------------------------------------------------------------------
           Director
                  Gary F. Ruff                              30333 Southfield Rd. Southfield, MI 48076
- -----------------------------------------------------------------------------------------------------


The corporation states that the address of its registered office and the address
of the business office of its resident agent are identical. Any changes were
authorized by resolution duly adopted by its board of directors.
- --------------------------------------------------------------------------------
If space is insufficient, you may include additional pages. PLEASE DO NOT STAPLE
ADDITIONAL PAGES TO THIS REPORT.
ENCLOSE $15.00 MADE PAYABLE TO THE STATE OF MICHIGAN. THIS REPORT MUST BE FILED
ON OR BEFORE MAY 15
- --------------------------------------------------------------------------------
6. Signature of an authorized officer          Title                   Date
   or agent of the corporation
    /s/ [ILLEGIBLE]                          Secretary                5/11/98
- --------------------------------------------------------------------------------
Required by Section 911, Act 284, Public Acts of 1972, as amended. Failure to
file this report may result in the dissolution of the corporation.

                                                                     MAY 14 1998
GOLD SEAL APPEARS ONLY ON ORIGINAL


- --------------------------------------------------------------------------------
             MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
               CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------

Date Received                                (FOR BUREAU USE ONLY)
JUN 21 1999
- ------------------------------------                       FILED
Name
         Ph. 517-663-2525 Ref #94118                    JUN 21 1999
         Attn: Cheryl J. Bixby
Address  MICHIGAN RUNNER SERVICE                      Administrator
         P.O. BOX 266                        CORP. SECURITIES & LAND DEV. BUREAU
City     Eaton Rapids, MI 48827
- ------------------------------------         EFFECTIVE DATE:

- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE. -

           CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
                    FOR USE BY DOMESTIC PROFIT CORPORATIONS
          (Please read information and instructions on the last page)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:

1. The present name of the corporation is: CMI-SOUTHFIELD, INC.

2. The identification number assigned by the Bureau is: 028-988

3. The location of its registered office is:

30333 Southfield Road               Southfield, Michigan 48076
- -----------------------------------------------         ---------
  (Street Address)                    (City)            ZIP Code)

4. Article I of the Articles of Incorporation is hereby amended to read as
   follows:

   The name of the corporation is HAYES LEMMERZ INTERNATIONAL - SOUTHFIELD, INC.

Article IV of the Articles of Incorporation is hereby amended to read as
follows:

1. The address of the registered office is 15300 Centennial Drive, Northville,
   Michigan 48167.

3. The name of the resident agent at the registered office is Patrick B. Carey.

GOLD SEAL APPEARS ONLY ON ORIGINAL

 5. (FOR AMENDMENTS ADOPTED BY UNANIMOUS CONSENT OF INCORPORATORS BEFORE THE
    FIRST MEETING OF THE BOARD OF DIRECTORS OR TRUSTEES.)

   The foregoing amendment to the Articles of Incorporation was duly adopted on
   the _____________ day of __________________, 19_______, in accordance with
   the provisions of the Act by the unanimous consent of the incorporator(s)
   before the first meeting of the Board of Directors or Trustees.

                Signed this _________________ day of ___________, 19_____.

__________________________________       _______________________________________
           (Signature)                                 (Signature)

__________________________________       _______________________________________
      (Type or Print Name)                        (Type or Print Name)

__________________________________       _______________________________________
           (Signature)                                 (Signature)

__________________________________       _______________________________________
      (Type or Print Name)                        (Type or Print Name)

6. (FOR PROFIT CORPORATIONS, AND FOR NONPROFIT CORPORATIONS WHOSE ARTICLES STATE
   THE CORPORATION IS ORGANIZED ON A STOCK OR ON A MEMBERSHIP BASIS.)

   The foregoing amendment to the Articles of Incorporation was duly adopted on
   the 30th day of April, 1999 by the shareholders if a profit corporation, or
   by the shareholders or members if a nonprofit corporation (check one of the
   following)

   [ ] at a meeting. The necessary votes were cast in favor of the amendment.

   [ ] by written consent of the shareholders or members having not less than
       the minimum number of votes required by statute in accordance with
       Section 407(1) and (2) of the Act if a nonprofit corporation, or Section
       407(1) of the Act if a profit corporation. Written notice to shareholders
       or members who have not consented in writing has been given. (Note:
       Written consent by less than all of the shareholders or members is
       permitted only if such provision appears in the Articles of
       Incorporation.)

   [X] by written consent of all the shareholders or members entitled to vote in
       accordance with section 407(3) of the Act if a nonprofit corporation, or
       Section 407(2) of the Act if a profit corporation.

                      Signed this 17th day of June, 1999

                      By /s/ William D. Shovers
                         -----------------------------------------------------
                         (Signature of President, Vice-President, Chairperson,
                                          Vice-Chairperson)

                       William D. Shovers                     Vice-President
                      ----------------------------------------------------------
                      (Type or Print Name)                 (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL



7. (FOR A NONPROFIT CORPORATION WHOSE ARTICLES STATE THE CORPORATION IS
   ORGANIZED ON A DIRECTORSHIP BASIS.)

   The foregoing amendment to the Articles of Incorporation was duly adopted on
   the __________day of _________________,19____ by the directors of a nonprofit
   corporation whose articles of incorporation state it is organized on a
   directorship basis (check one of the following)

   [ ] at a meeting. The necessary votes were cast in favor of the amendment.

   [ ] by written consent of all directors pursuant to Section 525 of the Act.

                          Signed this ________day of__________________, 19______

                          By____________________________________________________
                           (Signature of President, Vice-President, Chairperson,
                                              Vice-Chairperson)

                          __________________________   _________________________
                             (Type or Print Name)        (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL




- --------------------------------------------------------------------------------
             MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
               CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date received                                          (FOR BUREAU USE ONLY)
JUN 28 1999
- -------------

                                                             FILED

- ----------------------------------                        JUN 28 1999
  517-663-2525 Ref # 94366
  Attn: Cheryl J. Bixby                                  Administrator
  MICHIGAN RUNNER SERVICE                   CORP. SECURITIES & LAND DEV. BUREAU
  P.O. Box 266
  Eaton Rapids, MI 48827

- ----------------------------------           EXPIRATION DATE: DECEMBER 31, 2004

- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

                          CERTIFICATE OF ASSUMED NAME
 FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES
           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or limited
liability company in item one executes the following Certificate:

1. The true name of the corporation, limited partnership, or limited liability
   company is:
   HAYES LEMMERZ INTERNATIONAL-SOUTHFIELD, INC.

2. The identification number assigned by the Bureau is:  028-988

3. The location of the corporation or limited liability company registered
   office in Michigan or the office at which the limited partnership records are
   maintained is:

   15300 Centennial Drive      Northville       Michigan             48167
   ---------------------------------------------------------------------------
      (Street Address)            (City)          (State)           (ZIP Code)

4. The assumed name under which business is to be transacted is:

   CMI - SOUTHFIELD, INC.

      COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE
                                     ENTITY.

                          Signed this 17th day of June 1999

                          By /s/ William D. Shovers
                             ------------------------
                                 (Signature)

                          William D. Shovers             Vice President
                         --------------------------------------------------
                         (Type or Print Name)         (Type or Print Title)

                          ______________________________________________________
                                  (Limited Partnerships Only - indicate
                                       Name of General Partner if a
                                       corporation or other entity)

GOLD SEAL APPEARS ONLY ON ORIGINAL





- --------------------------------------------------------------------------------
              MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
                          BUREAU OF COMMERCIAL SERVICES
- --------------------------------------------------------------------------------

Date Received                    (FOR BUREAU USE ONLY)
- ------------------                                                  FILED

                                                                 APR 22 2002

                      This document is effective on the
                      date filed, unless a subsequent
                      effective date within 90 days
                      after received date is stated in
                      the document.

                                                          CIS Administrator
- -----------------------------------------------    BUREAU OF COMMERCIAL SERVICES
Name
   Kelly Brushaber
- -----------------------------------------------
Address
   15300 Centennial Drive
- -----------------------------------------------
City               State           Zip Code
   Northville        MI              48167                   EFFECTIVE DATE:
- -----------------------------------------------

- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE. -
         IF LEFT BLANK DOCUMENT WILL BE MAILED TO THE REGISTERED OFFICE.

   CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT
  FOR USE BY DOMESTIC AND FOREIGN CORPORATIONS AND LIMITED LIABILITY COMPANIES
           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act 23,
Public Acts of 1993 (limited liability companies), the undersigned corporation
or limited liability company executes the following Certificate:

1. The name of the corporation or limited liability company is:

           Hayes Lemmerz International - Southfield, Inc.

2. The identification number assigned by the Bureau is:    028-988

3. a. The name of the resident agent of file with the Bureau is:
      Patrick B. Carey

   b. The location of the registered office on file with the Bureau is:

      15300 Centennial Drive, Northville, Michigan 48167
      -----------------------------------          ------------
         (Street Address)       (City)               (ZIP Code)

   c. The mailing address of the above registered office on file with the Bureau
      is:
                Same as above                 , Michigan __________________
      ----------------------------------------
       (Street Address or P.O. Box) (City)                     (ZIP Code)

    ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD

4. a. The name of the resident agent is: Patrick C. Cauley

   b. The address of the registered office is:

      15300 Centennial Drive, Northville, Michigan     48167
      ----------------------------------             ---------
         (Street Address)     (City)                 (ZIP Code)

   c. The mailing address of the registered office IF DIFFERENT THAN 4B is:

      ______________________________________, Michigan____________________
         (Street Address or P. O. Box) (City)                  (ZIP Code)

5. The above changes were authorized by resolution duly adopted by: 1. ALL
   CORPORATIONS: its Board of Directors; 2. PROFIT CORPORATIONS ONLY: the
   resident agent if only the address of the registered office is changed, in
   which case a copy of this statement has been mailed to the corporation; 3.
   LIMITED LIABILITY COMPANIES: an operating agreement, affirmative vote of a
   majority of the members pursuant to section 502(1), managers pursuant to
   section 405, or the resident agent if only the address of the registered
   office is changed.

6. The corporation or limited liability company further states that the address
   of its registered office and the address of its resident agent, as changed,
   are identical.

Signature           Type or Print Name and Title               Date Signed
                    Larry Karenko, Vice President              April 9, 2002



GOLD SEAL APPEARS ONLY ON ORIGINAL


                                                                    EXHIBIT 3.60

                                     BY-LAWS

                                       OF

                              CMI-SOUTHFIELD, INC.

                             A MICHIGAN CORPORATION

                    (INCLUDING ALL AMENDMENTS AS OF 1/14/94)

1.       SHAREHOLDERS' MEETING

         1.1      ANNUAL MEETING. The annual meeting of the Shareholders shall
be held in each year after the expiration of the fiscal year of the Corporation
at such time and place as shall be determined by the Board of Directors, for the
purpose of electing Directors and of transacting such other business as may
properly be brought before the meeting.

         1.2      SPECIAL MEETINGS. A Special Meeting of the Shareholders may be
called to be held at such time and place as may be designated by the Chairperson
of the Board, a majority of the Board of Directors, or not less than an
aggregate of ten percent (10%) of the outstanding shares of stock of the
Corporation having the right to vote at such Special Meeting.

         1.3      NOTICE OF MEETINGS. Written notice of the time, place and
purposes of every meeting of the Shareholders of this Corporation shall be
given, either personally or by mail, not less than ten (10) nor more than sixty
(60) days before said meeting to each Shareholder of record of the Corporation
entitled to vote at such meeting. Notices shall state the authority pursuant to
which they are issued as, "by order of" the "Chairperson of the Board", "Board
of Directors", or "Shareholders".

         1.4      WAIVER OF NOTICE. Notice of the time, place and purpose of any
meeting of the Shareholders of this Corporation may be waived by telegram,
radiogram, cablegram, or other writing either before or after such meeting has
been held.

                  A Shareholder's attendance at a meeting of Shareholders, in
person or by proxy, will result in (a) a waiver of objection to lack of notice
or defective notice of the meeting unless the Shareholder at the beginning of
the meeting objects to holding the meeting or transacting business at the
meeting and (b) waiver of objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes described in the meeting
notice, unless the Shareholder objects to considering the matter when it is
presented.



         1.5      QUORUM. At every meeting of the Shareholders, the holders of
record of a majority of the outstanding shares of stock of the Corporation
entitled to vote at such meeting, whether present in person or represented by
proxy, shall constitute a quorum.

         1.6      RECORD DATE. The Board of Directors may fix in advance a date
not exceeding sixty (60) days nor less than ten (10) days preceding the original
date fixed for any meeting of Shareholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, as a record
date for the determination of the Shareholders entitled to notice of, and to
vote at, any such meeting, or entitled to receive payment of any such dividend,
or to any such allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock. In such case, such
Shareholders and only such Shareholders as shall be Shareholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation or otherwise after any
such record date is fixed as aforesaid. Nothing in this Section shall affect the
rights of a Shareholder and his/her transferee or transferor as between
themselves.

         1.7      VOTING RIGHTS. At all times, each holder of record of the
common stock of the Corporation shall be entitled to one vote for each share of
common stock standing in his/her name on the books of the Corporation, subject,
however, to the full effect of the limitations imposed by the fixed record date
for determination of Shareholders set forth elsewhere in this Article.

         1.8      VOTE BY SHAREHOLDER CORPORATION. Shares standing in the name
of another domestic or foreign corporation may be voted by an officer or agent,
or by proxy appointed by an officer or agent of such corporation.

         1.9      ACTION BY UNANIMOUS WRITTEN CONSENT. Any action required or
permitted to be taken at an Annual or Special Meeting of Shareholders may be
taken without a meeting, without prior notice and without a vote, if before or
after the action all the Shareholders entitled to vote thereon consent thereto
in writing.

         1.10     ELECTRONIC PARTICIPATION. A Shareholder may participate in a
meeting of Shareholders by a conference telephone or by other similar
communications equipment through which all persons participating in the meeting
may communicate with the other participants. All participants shall be advised
of the communications equipment and the names of the participants in the

                                       2



conference shall be divulged to all participants. Participation in a meeting
pursuant to this Section constitutes presence in person at the meeting.

2.       SHARES

         2.1      CERTIFICATES. Every Shareholder of this Corporation shall be
entitled to a certificate of his or her shares signed by the Chairperson of the
Board, Vice-Chairperson of the Board, President or a Vice-President and which
may also be signed by another officer of the Corporation. Each such certificate
shall state on its face that the Corporation is formed under the laws of this
state, the name of the person to whom issued, the number and class of Shares,
and the designation of the series, if any, which the certificate represents.

3.       BOARD OF DIRECTORS

         3.1      NUMBER AND TERM OF OFFICE. The business, property and affairs
of the Corporation shall be managed by a Board of Directors composed of one (l)
or more members who need not be Shareholders. The number of Directors for the
Board of Directors shall be determined by a majority vote of the Shareholders.
The first Board of Directors shall hold office until the first annual meeting of
Shareholders. At the first annual meeting of Shareholders and at each annual
meeting thereafter, the Shareholders shall elect Directors to hold office until
the succeeding annual meeting. A Director shall hold office for the term for
which he or she is elected and until his or her successor is elected and
qualified, or until his or her resignation or removal. A Director may resign by
written notice to the Corporation. The resignation is effective upon its receipt
by the Corporation or a later time as set forth in the notice of resignation.

         3.2      VACANCIES. A vacancy occurring in the Board may be filled by
the Shareholders or the Board. A vacancy filled by the Board may be filled for a
term of office continuing only until the next election of Directors by the
Shareholders.

         3.3      ANNUAL MEETINGS. At the place of holding the annual meeting of
Shareholders and immediately following the same, the Board of Directors as
constituted upon final adjournment of such Shareholder meeting shall convene
without notice for the purpose of electing officers and transacting any other
business properly brought before it; provided, that the annual meeting in any
year may be held at a different time and place than that herein provided by
consent of a majority of the Directors of such new Board.

         3.4      REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such time and place as the Board of

                                       3



Directors shall from time to time determine by resolution of the Board of
Directors or by waiver of notice and consent. No notice of regular meetings of
the board shall be required.

         3.5      SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairperson of the Board or a majority of the Directors in
office at the time of the call, whenever in his/her or their judgment it may be
necessary, by giving reasonable notice, either personally or by mail or
telegram, of the time and place of such meeting. Any action taken at any such
meeting shall not be invalidated for want of notice if such notice shall be
waived as herein provided.

         3.6      WAIVER OF NOTICE. Notice of the time and place of any meeting
of the Board of Directors may be waived in writing or by telegram, radiogram, or
cablegram, either before or after such meeting has been held. A Director's
attendance at or participation in a meeting waives any required notice to him or
her of the meeting unless he or she at the beginning of the meeting, or upon his
or her arrival, objects to the meeting or the transacting of business at the
meeting and does not thereafter vote for or assent to any action taken at the
meeting.

         3.7      PURPOSE. Neither the business to be transacted nor the purpose
of a regular or special meeting need be specified in the notice or waiver of
notice of the meeting.

         3.8      ELECTRONIC PARTICIPATION. A Director may participate in a
meeting of the Board or of any committee designated by the Board by means of a
conference telephone or similar communications equipment through which all
persons participating in the meeting can communicate with the other
participants. Participation in a meeting pursuant to this subsection constitutes
presence in person at the meeting.

         3.9      QUORUM. A majority of the Directors then in office, or of the
members of a committee thereof, constitutes a quorum for the transaction of
business. If there shall be less than a quorum present at any meeting of the
Board of Directors, a majority of the Directors present may adjourn the meeting
from time to time without notice other than announcement at the meeting until a
quorum shall be present, at which time any business may be transacted which
might have been transacted at the meeting as first convened had there been a
quorum present. The vote of the majority of the Directors present at any meeting
of the Board or committee thereof at which a quorum is present constitutes the
action of the Board or of the committee except that amendment of these By-Laws
requires the vote of not less than a majority of the members of the Board then
in office.

         3.10     ACTION BY UNANIMOUS WRITTEN CONSENT. Action required or
permitted to be taken pursuant to authorization voted at a

                                       4



meeting of the Board or a committee thereof, may be taken without a meeting if,
before or after the action, all members of the Board then in office or of the
committee consent to the action in writing. The written consents shall be filed
with the minutes of the proceedings of the Board or the committee. The consent
has the same effect as a vote of the Board or committee for all purposes.

         3.11     ELECTION OF OFFICERS. The Board of Directors of the
Corporation shall elect or appoint a president, a secretary and a treasurer and
may elect or appoint a chairman of the board. None of said officers, except the
chairman of the board, need be a director. The Board of Directors shall have the
power to appoint such other officers and agents as the board may deem necessary
for the transaction of the business of the Corporation, including the power to
appoint one or more vice-presidents and one or more attorneys-in-fact.

4.       OFFICERS

         4.1      OFFICERS. The officers of the Corporation shall consist of a
president, secretary, treasurer and, if approved by the Board, a chairperson of
the Board, one or more vice-presidents and such other officers as may be
determined by the Board.

         4.2      CHAIRPERSON OF THE BOARD. The Chairperson of the Board shall
be selected by and from the membership of the Board of Directors. He/she shall
preside at all meetings of the Shareholders and of the Board of Directors.

         4.3      PRESIDENT. The President shall be the chief executive officer
of the Corporation. He/she shall, subject to the control of the Board of
Directors, have general and active management of the business of the
Corporation, with such general powers and duties of supervision and management
as are usually vested in the office of president of a corporation. He/she shall
see that all orders and resolutions of the Board of Directors are carried into
effect, and shall have such other powers and duties as may be assigned to
him/her by the Board of Directors.

         4.4      VICE-PRESIDENTS. The Board of Directors may select one or more
vice-president who, subject to the control of the president, shall have such
powers and duties as may be assigned to each of them by the Board of Directors.

         4.5      SECRETARY. The Secretary shall be selected by the Board of
Directors. Subject to the control of the Chairperson of the Board, he/she shall
attend all meetings of Shareholders and of the Board of Directors, and shall
preserve in books of the Corporation, true minutes of the proceedings of all
such meetings. He/she shall have such additional powers and duties as may be
assigned to him/her by the Board of Directors.

                                       5



         4.6      TREASURER. The Treasurer shall be selected by the Board of
Directors. Subject to the control of the President, he/she shall have custody of
all corporate funds and securities, and shall keep in books belonging to the
Corporation full and accurate accounts of all receipts and disbursements. He/she
shall deposit all monies, securities and other valuable effects in the name of
the Corporation in such depositories as may be designated for the purpose by the
Board of Directors. He/she shall disburse the funds of the Corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the Chairperson of the Board and the Directors at regular meetings of
the Board and whenever requested by them and to the President, an account of all
his transactions as Treasurer. He/she shall in general perform all duties
incident to the office of treasurer, and shall have such additional powers and
duties as may be assigned to him/her by the Board of Directors.

         4.7      TERM; REMOVAL OF OFFICERS AND AGENTS; RESIGNATION. An officer
elected or appointed as herein provided shall hold office for the term for which
he or she is elected or appointed and until his/her successor is elected or
appointed and qualified, or until his/her resignation or removal. Any officer or
agent may be removed by the Board of Directors at any time, with or without
cause. The removal of an officer shall be without prejudice to his contract
rights, if any. The election or appointment of an officer does not of itself
create contract rights. An officer may resign by written notice to the
Corporation. The resignation is effective upon its receipt by the Corporation or
at a subsequent time specified in the notice of resignation.

5.       EXECUTION OF INSTRUMENTS

         5.1      MONEY INSTRUMENTS. All checks, drafts and orders for payment
of money shall be signed in the name of the Corporation by such officer(s) or
agent(s) and in such manner including the use of facsimile signatures as the
Board of Directors shall from time to time designate for that purpose.

         5.2      OTHER INSTRUMENTS. The Board of Directors shall have power to
designate the officers and agents (or a single officer or agent) who shall have
authority to execute any contract, conveyance or other instrument or document on
behalf of the Corporation. When the execution of any contract, conveyance or
other instrument or document has been authorized without specification of the
executing officers, the Chairperson of the Board or President may execute the
same in the name and on behalf of the Corporation, or any Vice-President, and
the Secretary or Assistant Secretary may execute the same in the name and on
behalf of the Corporation.

                                       6



6.       INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES

         6.1      THIRD-PARTY PROCEEDING. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he/she is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him/her in connection with
such action, suit or proceeding if he/she acted in good faith and in a manner
he/she reasonably believed to be in or not opposed to the best interests of the
Corporation or its Shareholders, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his/her conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he/she reasonably believed to be in or not opposed to the best
interests of the Corporation or its Shareholders, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his/her
conduct was unlawful.

         6.2      DERIVATIVE SHAREHOLDER LIABILITY. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he/she
is or was a director, officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, whether for profit or
not, against expenses (including attorneys' fees) and amounts paid in settlement
actually and reasonably incurred by the person in connection with the action or
suit if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the Corporation or its
Shareholders; except that no indemnification shall be made for any claim, issue
or matter in which the person has been found liable to the Corporation except to
the extent ordered by a court of competent jurisdiction.

                                        7



7.       AMENDMENT OF BY-LAWS

         These by-laws may be altered, amended, added to, rescinded or repealed
by the affirmative vote of a majority of the Shares entitled to vote or, except
insofar as exercise of such power shall be contrary to the Articles of
Incorporation, by the Board of Directors.

                                       8


                                                                    EXHIBIT 3.61

- --------------------------------------------------------------------------------
        MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
Date Received        Adjusted per telephone         (FOR BUREAU USE ONLY)
JAN 20 1994          authorization from
                     David Tennent,                       FILED

- -------------------------------------------            JAN 27 1994

- -------------------------------------------

Name
        David L. Tennent
- -------------------------------------------              Administrator
Address                                          MICHIGAN DEPARTMENT OF COMMERCE
        801 W. Big Beaver Rd, Ste. 500           Corporation & Securities Bureau
- -------------------------------------------
City           State       ZIP Code
        Troy   MI          48084                EFFECTIVE DATE:
- -------------------------------------------
  DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE.

                       RESTATED ARTICLES OF INCORPORATION
                    FOR USE BY DOMESTIC PROFIT CORPORATIONS
             (Please read information and instructions on last page)

         Pursuant to the provisions of Act 284, Public Acts of 1972, the
undersigned corporation executes the following Articles:

1.       The present name of the corporation is: CMI-TECH CENTER, INC.

2.       The corporation identification number assigned by the Bureau is:
         121-978

3.       All former names of the corporation are:
         CAST METAL SALES & ENGINEERING, INC.
         CMI-ENGINEERING, INC.

4.       The date of filing the original Articles of Incorporation was: 3/1/79

         The following Restated Articles of Incorporation supersede the Articles
         of Incorporation as amended and shall be the Articles of Incorporation
         for the corporation:

ARTICLE I

The name of the corporation is: CMI-TECH CENTER, INC.

ARTICLE II

The purpose or purposes for which the corporation is formed are: To engage in
   any activity within the purposes for which corporations may be formed under
   the Business Corporation Act of Michigan.

GOLD SEAL APPEARS ONLY ON ORIGINAL



ARTICLE III

The total authorized shares:

         Common shares 1,000       Preferred shares __________________________

         A statement of all or any of the relative rights, preferences and
         limitations of the shares of each class is as follows:


ARTICLE IV

1.       The address of the current registered office is:

          30333 Southfield Road  Southfield, Michigan   48076
          ---------------------------------           -----------
          (STREET ADDRESS)         (CITY)             (ZIP CODE)

2.       The mailing address of the current registered office if different than
         above:
                                                         , Michigan
         ------------------------------------------------            ----------
         (P. O. BOX)                       (CITY)                    (ZIP CODE)

3.       The name of the current resident agent is: Ray H. Witt

ARTICLE V (OPTIONAL. DELETE IF NOT APPLICABLE.)

When a compromise or arrangement or a plan of reorganization of this corporation
is proposed between this corporation and its creditors or any class of them or
between this corporation and its shareholders or any class of them, a court of
equity jurisdiction within the state, on application of the corporation or of a
creditor or shareholder thereof, or on application of a receiver appointed for
the corporation, may order a meeting of the creditors or class of creditors or
of the shareholders or class of shareholders to be affected by the proposed
compromise or arrangement or reorganization, to be summoned in such manner as
the court directs. If a majority in number representing 3/4 in value of the
creditors or class of creditors, or of the shareholders or class of shareholders
to be affected by the proposed compromise or arrangement or a reorganization,
agree to a compromise or arrangement or a reorganization of this corporation as
a consequence of the compromise or arrangement, the compromise or arrangement
and the reorganization, if sanctioned by the court to which the application has
been made, shall be binding on all the creditors or class of creditors, or on
all the shareholders or class of shareholders and also on this corporation.

ARTICLE VI (OPTIONAL. DELETE IF NOT APPLICABLE.)

Any action required or permitted by the Act to be taken at an annual or special
meeting of shareholders may be taken without a meeting, without prior notice and
without a vote, if consents in writing, setting forth the action so taken, are
signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote on the action were present and
voted. The written consents shall bear the date of signature of each shareholder
who signs the consent. No written consents shall be effective to take the
corporate action referred to unless, within 60 days after the record date for
determining shareholders entitled to express consent to or to dissent from a
proposal without a meeting, written consents signed by a sufficient number of
shareholders to take the action are delivered to the corporation. Delivery shall
be to the corporation's registered office, its principal place of business, or
an officer or agent of the corporation having custody of the minutes of the
proceedings of its shareholders. Delivery made to a corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested.

Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to shareholders who have not
consented in writing.

GOLD SEAL APPEARS ONLY ON ORIGINAL



ARTICLE VII (ADDITIONAL PROVISIONS, IF ANY, MAY BE INSERTED HERE; ATTACH
ADDITIONAL PAGES IF NEEDED.)

         SEE ADDENDUM ATTACHED HERETO AND MADE A PART HEREOF

5.       COMPLETE SECTION (a) IF THE RESTATED ARTICLES WERE ADOPTED BY THE
         UNANIMOUS CONSENT OF THE INCORPORATORS BEFORE THE FIRST MEETING OF THE
         BOARD OF DIRECTORS; OTHERWISE, COMPLETE SECTION (b)

         a.  [ ]  These Restated Articles of Incorporation were duly adopted
                  on the_____ day of__________, 19_____, in accordance with the
                  provisions of Section 642 of the act by the unamimous consent
                  of the incorporators before the first meeting of the Board of
                  Directors.

                  Signed this _______ day of ____________________________, 19___

                  ________________________________ _____________________________

                  ________________________________ _____________________________

      (SIGNATURES OF INCORPORATORS; TYPE OR PRINT NAME UNDER EACH SIGNATURE)

         b.  [X]  These Restated Articles of Incorporation were duly adopted
                  on the 14TH day of JANUARY, 1994, in accordance with the
                  provisions of Section 642 of the Act and:
                  (check one of the following)

                  [ ]      were duly adopted by the Board of Directors without a
                           vote of the shareholders. These Restated Articles of
                           Incorporation only restate and integrate and do not
                           further amend the provisions of the Articles of
                           Incorporation as heretofore amended and there is no
                           material discrepency between those provisions and the
                           provisions of these Restated Articles.

                  [ ]      were duly adopted by the shareholders. The necessary
                           number of shares as required by statute were voted in
                           favor of these Restated Articles.

                  [ ]      were duly Adopted by the written consent of the
                           shareholders having not less than the minimum number
                           of votes required by statute in accordance with
                           Section 407(1) of the Act. Written notice to
                           shareholders who have not consented in writing has
                           been given. (Note: Written consent by less than all
                           of the shareholders is permitted only if such
                           provision appears in the Articles of Incorporation.)

                  [X]      were duly adopted by the written consent of all the
                           shareholders entitled to vote in accordance with
                           Section 407(2) of the Act.

                                    Signed this 14 day of January, 1994

                                    By /s/ Richard A. Nawrocki
                                       -----------------------------------------
                                                    (SIGNATURE)

                                    Richard A. Nawrocki     Vice President
                                    -------------------------------------------
                                    (TYPE OR PRINT NAME) (TYPE OR PRINT TITLE)

GOLD SEAL APPEARS ONLY ON ORIGINAL



              ATTACHMENT TO RESTATED ARTICLES OF INCORPORATION OF
                             CMI-TECH CENTER, INC.

ARTICLE VII

(1) A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for a breach of fiduciary
duty as a director, except for liability: (a) for any breach of the director's
duty of loyalty to the corporation or its shareholders; (b) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (c) for a violation of Section 551(1) of the Michigan Business
Corporation Act; (d) for any transaction from which the director derived an
improper personal benefit;  or (e) for any act or omission  occurring prior to
the date of the approval of this Article.  In the event the Michigan Business
Corporation  Act is amended  after the  approval  of this  Article to  authorize
corporate  action  further  eliminating  or limiting the personal  liability of
directors,  then  the  liability  of a  director  of the  corporation  shall  be
eliminated or limited to the fullest extent permitted by the Michingan  Business
Corporation  Act, as so amended. Any  repeal,  modification  or adoption of any
provision  in these  Articles of  Incorporation  inconsistent  with this Article
shall  not  adversely  affect  any  right or  protection  of a  director  of the
corporation existing at the time of such repeal, modification or adoption.

(2) Directors and officers of the corporation shall be indemnified as of right
to the fullest extent now or hereafter permitted by law in connection with any
actual or threatened civil, criminal, administrative or investigative action,
suit or proceeding (whether formal or informal and whether brought by or in the
name of the corporation, a subsidiary or otherwise) arising out of: (a) any
actual or alleged act or omission at any time as a director or officer of the
corporation, a subsidiary, or any organization for which the person is serving
at the request of the corporation; (b) their past, present or future status as a
director of officer of the corporation, a subsidiary or any organization for
which the person is serving at the request of the corporation. Persons who are
not directors or officers of the corporation may be similarly indemnified in
respect of such service to the extent authorized at any time by the board of
directors of the corporation. The provisions of this Articale shall be
applicable to directors and officers who have ceased to render such service and
shall inure to the benefit of their heirs, executors and administrators. The
right of indemnity provided herein shall not be exclusive, and the corporation
may provide indemnification ot any person, by agreement or otherwise, on such
terms and conditions as the board of directors of the corporation may approve.
Any agreement for indemnification of any director, officer, employee or other
person may provide indemnification rights which are broader or otherwise
different than those set forth in the Michigan Business Corporation Act.

GOLD SEAL APPEARS ONLY ON ORIGINAL


- --------------------------------------------------------------------------------
       MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------

Date Received                                       (FOR BUREAU USE ONLY)
  OCT 03 1994
- -------------------


                                                            FILED

                                                         OCT 05 1994

                                                         ADMINISTRATOR
                                               MICHIGAN DEPARTMENT OF COMMERCE
                                               CORPORATION & SECURITIES BUREAU

                       EXPIRATION DATE: DECEMBER 31, 1999
- --------------------------------------------------------------------------------

                     CERTIFICATE OF RENEWAL OF ASSUMED NAME
                FOR USE BY CORPORATIONS AND LIMITED PARTNERSHIPS
           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act
213, Public Acts of 1982 (limited partnerships), the corporation or limited
partnership in item one executes the following Certificate:

1.  The true name and address of the corporate registered office or the
    address of the limited partnership's agent for service of process is:

           CMI-TECH CENTER, INC.
           c/o RAY H. WITT                          121978
           30333 SOUTHFIELD RD.              ---------------------
           SOUTHFIELD             MI 48076   Identification Number

2.  The assumed name under which business is transacted is:

         CMI-ENGINEERING

3.  The registration of the assumed name is extended for a period expiring
    on December 31 of the fifth full calendar year following the year in
    which this renewal is filed, unless sooner terminated.

                       Signed this 28th day of September, 1994

                       By /s/ Larry D. Schwentor
                          --------------------------------------
                                         (Signature)

          Larry D. Schwentor                           Secretary
         --------------------                   --------------------
         (Type or Print Name)                   (Type or Print Title)

- --------------------------------------------------------------------------------
              (Limited Partnerships Only - Name of General Partner)

GOLD SEAL APPEARS ONLY ON ORIGINAL




                          CORPORATION INFORMATION UPDATE
                            (formerly Annual Report)

                                      1998

         [ ]      TO CERTIFY THERE ARE NO CHANGES FROM YOUR PREVIOUS FILING
                  CHECK THIS BOX AND SKIP TO ITEM 6. FILING FEE: $15.00

- --------------------------------------------------------------------------------
                               FOR BUREAU USE ONLY
- --------------------------------------------------------------------------------
       121978          THE OFFICE IS LOCATED AT:  RETURN TO :
IDENTIFICATION NUMBER        6546 MERCANTILE WAY      MICHIGAN DEPARTMENT
                             LANSING MI 48910         OF CONSUMER AND INDUSTRY
                             (517) 334-6300           SERVICES CORPORATION,
                                                      SECURITIES AND LAND
                                                      DEVELOPMENT BUREAU
                                                      P.O. BOX 30057
                                                      LANSING MI 48909-7557
- --------------------------------------------------------------------------------
Corporate Name and Mailing Address

         CMI-TECH CENTER, INC.
         30333 SOUTHFIELD RD.
         SOUTHFIELD MI 48076                 FILED BY DEPARTMENT JUN 30 1998
- --------------------------------------------------------------------------------
Registered Office Address in Michigan - NO., STREET, CITY, ZIP    Resident Agent
     30333 SOUTHFIELD RD.                                           RAY H. WITT
     SOUTHFIELD  48076
- --------------------------------------------------------------------------------
IF THERE ARE CHANGES FROM YOUR PREVIOUS FILING, YOU MUST COMPLETE ITEMS 1
THROUGH 6.

1.  MAILING ADDRESS OF REGISTERED OFFICE IF DIFFERENT THAT PREPRINTED
    INFORMATION ABOVE.

2.  RESIDENT AGENT IF DIFFERENT THAN ABOVE.
    Richard A. Nawrocki

3.  ADDRESS OF REGISTERED OFFICE IF DIFFERENT THAN PREPRINTED INFORMATION ABOVE-
    NO., STREET, CITY, ZIP

4.  DESCRIBE THE GENERAL NATURE AND KIND OF BUSINESS IN WHICH THE CORPORATION IS
    ENGAGED:



- ----------------------------------------------------------------------------------------
5.                  NAME                            BUSINESS OR RESIDENCE ADDRESS
- ----------------------------------------------------------------------------------------
                                           
           President
                  Richard A. Nawrocki         30333 Southfield Rd.  Southfield, MI 48076
           -----------------------------------------------------------------------------
           Vice President
   If             Robert Fiolek               30333 Southfield Rd.  Southfield, MI 48076
different  -----------------------------------------------------------------------------
  than     Secretary
President         Larry D. Schwentor          30333 Southfield Rd.  Southfield, MI 48076
           -----------------------------------------------------------------------------
           Treasurer
           & Vice President Renee Weinman     30333 Southfield Rd.  Southfield, MI 48076
- ----------------------------------------------------------------------------------------
           Director
  If         Ray H. Witt                      30333 Southfield Rd.  Southfield, MI 48076
different  -----------------------------------------------------------------------------
  than     Director
Officers          Robert Herr                 30333 Southfield Rd.  Southfield, MI 48076
           -----------------------------------------------------------------------------
           Director
                  Gary F. Ruff                30333 Southfield Rd.  Southfield, MI 48076
- ----------------------------------------------------------------------------------------


The corporation states that the address of its registered office and the address
of the business office of its resident agent are identical. Any changes were
authorized by resolution duly adopted by its board of directors.

If space is insufficient, you may include additional pages. PLEASE DO NOT STAPLE
ADDITIONAL PAGES TO THIS REPORT.

ENCLOSE $15.00 MADE PAYABLE TO THE STATE OF MICHIGAN. THIS REPORT MUST BE FILED
ON OR BEFORE MAY 15

6.  SIGNATURE OF AN AUTHORIZED        Title                   Date
    OFFICER OR AGENT OF THE
    CORPORATION

         /s/ Larry D. Schwentor            Secretary            5/11/98

Required by Section 911, Act 284, Public Acts of 1972, as amended. Failure to
file this report may result in the dissolution of the corporation.

                                                                     MAY 14 1998

GOLD SEAL APPEARS ONLY ON ORIGINAL

- --------------------------------------------------------------------------------
             MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
              CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received                                    (FOR BUREAU USE ONLY)

JUN 21 1999
- -------------------
                                                          FILED
                                                       JUN 21 1999
- ------------------------------------
Name                                                   Administrator

Address 517-663-2525 Ref # 94118           CORP., SECURITIES & LAND DEV. BUREAU
        Attn: Cheryl J. Bixby
        MICHIGAN RUNNER SERVICE
City    P.O. Box 266
        Eaton Rapids, MI 48827             EFFECTIVE DATE:
- --------------------------------------------------------------------------------
DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE

            CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
                    FOR USE BY DOMESTIC PROFIT CORPORATIONS
          (Please read information and instructions on the last page)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:

1.   The present name of the corporation is: CMI - TECH CENTER, INC.

2.   The identification number assigned by the Bureau is:  121-978

3.   The location of its registered office is:

30333 Southfield Road             Southfield                  48076
- ---------------------------------------------,   Michigan ------------
   (Street Address)                 (City)                  (ZIP Code)

4.   Article I of the Articles of Incorporation is hereby amended to read as
     follows:

     The name of the corporation is HAYES LEMMERZ INTERNATIONAL - TECHNICAL
     CENTER, INC.

Article IV of the Articles of Incorporation is hereby amended to read as
follows:

1.   The address of the registered office is 15300 Centennial Drive, Northville,
     Michigan 48167.

3.   The name of the resident agent at the registered office is Patrick B.
     Carey.

GOLD SEAL APPEARS ONLY ON ORIGINAL



5.   (FOR AMENDMENTS ADOPTED BY UNANIMOUS CONSENT OF INCORPORATORS BEFORE THE
     FIRST MEETING OF THE BOARD OF DIRECTORS OR TRUSTEES.)

     The foregoing amendment to the Articles of Incorporation was duly adopted
     on the _________________day of ________________________, 19 ____, in
     accordance with the provisions of the Act by the unanimous consent of the
     incorporator(s) before the first meeting of the Board of Directors or
     Trustees.

      Signed this_________day of______________________________, 19_________.

     ___________________________________   _________________________________
                 (Signature)                          (Signature)

     ___________________________________   _________________________________
              (Type or Print Name)               (Type or Print Name)

     ___________________________________   _________________________________
                  (Signature)                          (Signature)

     ___________________________________   _________________________________
              (Type or Print Name)                (Type or Print Name)

6.   (FOR PROFIT CORPORATIONS, AND FOR NONPROFIT CORPORATIONS WHOSE ARTICLES
     STATE THE CORPORATION IS ORGANIZED ON A STOCK OR ON A MEMBERSHIP BASIS.)

     The foregoing amendment to the Articles of Incorporation was duly adopted
     on the 30th day of April, 1999 by the shareholders if a profit corporation,
     or by the shareholders or members if a nonprofit corporation (check one of
     the following)

     [ ]  at a meeting. The necessary votes were cast in favor of the amendment.

     [ ]  by written consent of the shareholders or members having not less than
          the minimum number of votes required by statute in accordance with
          Section 407(1) and (2) of the Act if a nonprofit corporation, or
          Section 407(1) of the Act if a profit corporation. Written notice to
          shareholders or members who have not consented in writing has been
          given. (Note: Written consent by less than all of the shareholders or
          members is permitted only if such provision appears in the Articles of
          Incorporation.)

     [X]  by written consent of all the shareholders or members entitled to vote
          in accordance with section 407(3) of the Act if a nonprofit
          corporation, or Section 407(2) of the Act if a profit corporation.

                       Signed this 17th day of June, 1999

      By /s/ William D. Shovers
         ----------------------------------------------------------------------
         (Signature of President, Vice-President, Chairperson, Vice-Chairperson)

             William D. Shovers                              Vice-President
         -----------------------------------------------------------------------
            (Type or Print Name)                          (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL



- --------------------------------------------------------------------------------
              MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
               CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received                                   (FOR BUREAU USE ONLY)
 JUN 28 1999
- ----------------------------                               FILED

- ------------------------------------------              JUN 28 1999
517-663-2525 Ref #94366
Attn: Cheryl J. Bixby                                   Administrator
MICHIGAN RUNNER SERVICE                     CORP., SECURITIES & LAND DEV. BUREAU
P.O. Box 266
Eaton Rapids, MI 48827                        EXPIRATION DATE: DECEMBER 31, 2004
- --------------------------------------------------------------------------------
  DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE

                          CERTIFICATE OF ASSUMED NAME
 FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES
           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or limited
liability company in item one executes the following Certificate:

1.       The true name of the corporation, limited partnership, or limited
         liability company is:

         HAYES LEMMERZ INTERNATIONAL - TECHNICAL CENTER, INC.

2.       The identification number assigned by the Bureau is: 121-978

3.       The location of the corporation or limited liability company registered
         office in Michigan or the office at which the limited partnership
         records are maintained is:

         15300 Centennial Drive      Northville        Michigan         48167
         ----------------------------------------------------------------------
            (Street Address)           (City)          (State)        (ZIP Code)

4.       The assumed name under which business is to be transacted is:

         CMI-TECH CENTER, INC.

  COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

                                 Signed this 17th day of JUNE 1999

                                 By /s/ William D. Shovers
                                    -------------------------------------------
                                                 (Signature)

                                 William D. Shovers          Vice President
                                 ----------------------------------------------
                                 (Type or Print Name)    (Type or Print Title)

                                 ----------------------------------------------
                                 (Limited Partnerships Only-Indicate Name
                                 of General Partner if a corporation
                                 or other entity)


GOLD SEAL APPEARS ONLY ON ORIGINAL




- --------------------------------------------------------------------------------
               MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
               CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received                      (FOR BUREAU USE ONLY)
APR 11 2000
                                                           FILED

                 This document is                        APR 13 2000
                 effective on the date
                 filed, unless a subsequent             Administrator
                 effective date within      CORP., SECURITIES & LAND DEV. BUREAU
                 90 days after received
                 date is stated in the      EXPIRATION DATE:
                 document.                  DECEMBER 31, 2005
- ---------------------------------------
Name __________________________________

        Ph. 517-663-2525 Ref #02802
Address Attn: Cheryl J. Bixby
        MICHIGAN RUNNER SERVICE
City    P. O. Box 266
        Eaton Rapids, MI 48827
- ---------------------------------------
  DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE.
    IF LEFT BLANK DOCUMENT WILL BE MAILED TO THE REGISTERED OFFICE.

                          CERTIFICATE OF ASSUMED NAME
 FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES
           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or limited
liability company in item one executes the following Certificate:

1.       The name of the corporation, limited partnership, or limited liability
         company is:

         HAYES LEMMERZ INTERNATIONAL - TECHNICAL CENTER INC.

2.       The identification number assigned by the Bureau is: 121978

3.       The assumed name under which business is to be transacted is:

         CMI-ENGINEERING

4.       This document is hereby signed as required by the Act.

  COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

                                    Signed this 3rd day of April, 2000

                                    By /s/ William D. Shovers
                                       --------------------------
                                             (Signature)

                                    William D. Shovers        Vice President
                                    --------------------------------------------
                                    (Type or Print Name)   (Type or Print Title)

                                    --------------------------------------------
                                    (Limited Partnerships Only-Indicate Name
                                     of General Partner if the General Partner
                                     is a corporation or other entity)


GOLD SEAL APPEARS ONLY ON ORIGINAL


- --------------------------------------------------------------------------------
              MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
                         BUREAU OF COMMERCIAL SERVICES
- --------------------------------------------------------------------------------
  Date Received                          (FOR BUREAU USE ONLY)
- ------------------
                  This document is effective                   FILED
                  on the date filed, unless
                  a subsequent effective date               APR 22 2002
                  within 90 days after received
                  date is stated in the document.        CIS Administrator
                                                         BUREAU OF COMMERCIAL
                                                         SERVICES


Name Kelly Brushaber
_______________________________________
Address  15300 Centennial Drive
_______________________________________
   City    State     Zip Code                             EFFECTIVE DATE:
Northville  MI         48167

  DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE.
  IF LEFT BLANK DOCUMENT WILL BE MAILED TO THE REGISTERED OFFICE.

   CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT
  FOR USE BY DOMESTIC AND FOREIGN CORPORATIONS AND LIMITED LIABILITY COMPANIES
            (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act 23,
Public Acts of 1993 (limited liability companies), the undersigned corporation
or limited liability company executes the following Certificate:

1.       The name of the corporation or limited liability company is:

            Hayes Lemmerz International - Technical Center, Inc.

2.       The identification number assigned by the Bureau is: 121-978

3.       a. The name of the resident agent on file with the Bureau is: Patrick
            B. Carey

         b. The location of the registered office on file with the Bureau is:

                15300 Centennial Drive, Northville, Michigan    48167
            --------------------------------------           ------------
                  (Street Address)        (City)               (ZIP Code)

         c. The mailing address of the above registered office on file with the
              Bureau is:

                     Same as above                  , Michigan
            ----------------------------------------           --------------
             (Street Address or P.O. Box) (City)                  (ZIP Code)

  ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD

4.       a. The name of the resident agent is: Patrick C. Cauley

         b. The address of the registered office is:

            15300 Centennial Drive, Northville,  Michigan   48167
            ----------------------------------            ----------
              (Street Address)         (City)             (ZIP Code)

         c. The mailing address of the registered office IF DIFFERENT THAN 4B
            is:

                                                    , Michigan
            ----------------------------------------           --------------
             (Street Address or P.O. Box) (City)                  (ZIP Code)

5.       The above changes were authorized by resolution duly adopted by: 1. ALL
         CORPORATIONS: its Board of Directors; 2. PROFIT CORPORATIONS ONLY: the
         resident agent if only the address of the registered office is
         changed, in which case a copy of this statement has been mailed to the
         corporation; 3. LIMITED LIABILITY COMPANIES: an operating agreement,
         affirmative vote of a majority of the members pursuant to section
         502(1), managers pursuant to section 405, or the resident agent if only
         the address of the registered office is changed.

6.       The corporation or limited liability company further states that the
         address of its registered office and the address of its resident agent,
         as changed, are identical.

Signature         Type or Print Name and Title                   Date Signed

/s/ Larry Karenko  Larry Karenko, Vice President                  April 9, 2002

GOLD SEAL APPEARS ONLY ON ORIGINAL


                                                                    EXHIBIT 3.62

                                     BY-LAWS

                                       OF

                              CMI-TECH CENTER, INC.

                             A Michigan Corporation

                                    ARTICLE I

                              SHAREHOLDERS MEETINGS

         Section 1. Annual Meeting. The Annual Meeting of the shareholders shall
be held in each year after the expiration of the fiscal year of the Corporation
at such time and place as shall be determined by the Board of Directors, for the
purpose of electing Directors and of transacting such other business as may
properly be brought before the meeting.

         Section 2. Order of Business. The order of business at the Annual
Meeting of the shareholders shall be as follows:

         (a)      Roll call;

         (b)      Reading of notice and proof of mailing;

         (c)      Annual reports of officers consisting of discussion of:
                  balance sheet as of the end of the preceding fiscal year;
                  statement of income for such fiscal year and if prepared by
                  the Corporation, a statement of source and application of
                  funds for such fiscal year;

         (d)      Election of Directors;

         (e)      Transaction of other business as follows:

                  Unfinished business
                  New business;

         (f)      Adjournment;

provided that in the absence of any objection, the presiding officer may vary
the order of business at his discretion.

         Section 3. Special Meetings. A Special Meeting of the

                                      -1-



shareholders may be called to be held at such time and place as may be
designated by the Chairman of the Board, a majority of the Board of Directors,
or not less than an aggregate of ten percent (10%) of the outstanding shares of
stock of the Corporation having the right to vote at such Special Meeting.

         Upon receipt of a notification in writing setting forth the time, place
and purpose of such proposed Special Meeting, signed by the Chairman of the
Board, a majority of the Board of Directors or not less than an aggregate of ten
percent (10%) of the outstanding shares of stock of the Corporation having a
right to vote at such Special Meeting, the secretary of this Corporation shall
prepare, sign and mail the notice requisite to such meeting.

         Section 4. Notice of Meetings. Written notice of the time, place and
purposes of every meeting of the shareholders of this Corporation shall be given
either personally or by mail not less than ten (10) nor more than sixty (60)
days before said meeting upon each shareholder of record of the Corporation
entitled to vote at such meeting. Notices shall state the authority pursuant to
which they are issued as, "by order of" the "Chairman of the Board", "Board of
Directors", or "shareholders".

         Section 5. Waiver of Notice. Notice of the time, place and purpose of
any meeting of the shareholders of this Corporation may be waived by telegram,
radiogram, cablegram, or other writing either before or after such meeting has
been held.

         Attendance of a person at a meeting of shareholders, in person or by
proxy, constitutes a waiver of notice of the meeting, except when the
shareholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.

                                      -2-



         Section 6. Electronic Participation. A shareholder shall be deemed to
be present in person at a meeting of shareholders if such shareholder
participates in a meeting of shareholders by a conference telephone or similar
communications equipment by which all persons participating in the meeting can
hear each other and all participants are advised of the communications equipment
and the names of the participants in the conference are divulged to all
participants.

         Section 7. Quorum. At every meeting of the shareholders, the holders of
record of a majority of the outstanding shares of stock of the Corporation
entitled to vote at such meeting, whether present in person or represented by
proxy, shall constitute a quorum. If less than a quorum shall be present at any
meeting of shareholders, those holders of record of outstanding shares of stock
of the Corporation entitled to vote at such meeting, present in person or
represented by proxy, may adjourn the meeting from time to time without further
notice other than by announcement at the meeting, until a quorum shall have been
obtained, at which time any business may be transacted which might have been
transacted at the meeting as first convened, had there been a quorum.

         Section 8. Record Date. The Board of Directors may fix in advance a
date not exceeding sixty (60) days nor less than ten (10) days preceding the
original date fixed for any meeting of shareholders, or the date for the payment
of any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect, as a
record date for the determination of the shareholders entitled to notice of, and
to vote at, any such meeting, or entitled to receive payment of any such
dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock. In such
case, such shareholders and only such shareholders as shall be shareholders of
record on the date so fixed shall be entitled to such notice

                                      -3-



of, and to vote at, such meeting, or to receive payment of such dividend, or to
receive such allotment of rights, or to exercise such rights, as the case may
be, notwithstanding any transfer of any stock on the books of the Corporation or
otherwise after any such record date is fixed as aforesaid. Nothing in this
Section shall affect the rights of a shareholder and his transferee or
transferor as between themselves.

         Section 9. Inspection of List of Shareholders. The officer or agent
having charge of the stock transfer books for shares of the Corporation shall
make and certify a complete list of the shareholders entitled to vote at a
shareholders meeting or any adjournment thereof. The list shall:

         (a)      Be arranged alphabetically within each class and series, with
                  the address of and the number of shares held by each
                  shareholder.

         (b)      Be produced at the time and place of the meeting.

         (c)      Be subject to inspection by any shareholder during the whole
                  time of the meeting.

         (d)      Be prima facie evidence as to who are the share-holders
                  entitled to examine the list or to vote at the meeting.

         Section 10. Inspectors of Election. The Board, in advance of a
shareholders meeting, may appoint one or more inspectors to act at the meeting
or any adjournment thereof. If inspectors are not so appointed, the person
presiding at a shareholders meeting may, and on request of a shareholder
entitled to vote thereat shall, appoint one (1) or more inspectors. In case a
person appointed fails to appear or act, the vacancy may be filled by
appointment made by the Board in advance of the meeting or at the meeting by the
person presiding thereat.

         The inspectors shall determine the number of shares outstanding and the
voting power of each, the shares represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots or
consents, hear

                                      -4-



and determine challenges and questions arising in connection with the right to
vote, count and tabulate votes, ballots or consents, determine the result, and
do such acts as are proper to conduct the election or vote with fairness to all
shareholders. On request of the person presiding at the meeting or a shareholder
entitled to vote thereat, the inspectors shall make and execute a written report
to the person presiding at the meeting of any of the facts found by them and
matters determined by them.

         Section 11. Voting Rights. At all times, each holder of record of the
common stock of the Corporation shall be entitled to one vote for each share of
common stock standing in his name on the books of the Corporation, subject,
however, to the full effect of the limitations imposed by the fixed record date
for determination of shareholders set forth elsewhere in this Article. A vote
may be cast either orally or in writing as determined by the Chairman of the
meeting.

         When an action other than the election of Directors is to be taken by
vote of the shareholders, it shall be authorized by a majority of the votes cast
by the holders of shares entitled to vote thereon. Directors shall be elected by
a plurality of the votes cast at an election.

         Section 12. Vote by Shareholder Corporation. Shares standing in the
name of another domestic or foreign corporation may be voted by an officer or
agent, or by proxy appointed by an officer or agent or by some other person, who
by action of its board or pursuant to its by-laws shall be appointed to vote
such shares.

         Section 13. Action by Unanimous Written Consent. Any action required or
permitted to be taken at an Annual or Special Meeting of shareholders may be
taken without a meeting, without prior notice and without a vote, if all the
shareholders entitled to vote thereon consent thereto in writing.

                                      -5-



                                   ARTICLE II

                   SHAREHOLDER INSPECTION OF BOOKS OF ACCOUNT
                    AND STOCK BOOKS: REPORTS TO SHAREHOLDERS

         Section 1. Books of Account and Stock Books. The Corporation shall keep
books and records of account and minutes of the proceedings of the shareholders,
board and executive committee, if any. The Corporation shall keep at its
registered office, or at the office of its transfer agent within or without this
state, records containing the names and addresses of all share-holders, the
number, class and series of shares held by each and the dates when they
respectively became holders of record thereof. Any of such books, records or
minutes may be in written form or in any other form capable of being converted
into written form within a reasonable time. The Corporation shall convert into
written form without charge any such record not in such form upon written
request of a person entitled to inspect them.

         Section 2. Financial Statements. Within four months of the end of its
fiscal year, the Corporation shall mail to each shareholder its balance sheet as
of the end of the preceding fiscal year; its statement of income for such fiscal
year; and, if prepared by the Corporation, its statement of source and
application of funds for such fiscal year. The same shall be furnished to any
shareholder at any time upon written request from such shareholder.

         Section 3. Examination of Stock Books. A person who is a shareholder of
record of the Corporation, upon at least ten (10) days' written demand, may
examine for any proper purpose in person or by agent or attorney, during usual
business hours, its minutes of shareholders meeting and record of shareholders
and make extracts therefrom, at the places where they are kept.

                                      -6-



         Section 4. Circuit Court. The Corporation recognizes that upon proof
by a shareholder of a proper purpose, a circuit court may compel production for
examination by the shareholder of the books and records of account, minutes, and
record of shareholders of the Corporation, and may allow the shareholder to make
extracts therefrom.

                                   ARTICLE III

                                  CAPITAL STOCK

         Section 1. Certificates. Every shareholder of this Corporation shall be
entitled to a certificate of his shares signed by the President or Vice
President and the Secretary or Assistant Secretary, certifying the number and
class of shares represented by such certificate; provided that where such
certificate is signed by a transfer agent acting on behalf of this Corporation,
and by a registrar, the signature of any such President, Vice President,
Secretary or Assistant Secretary may be facsimile.

         Section 2. Transfer. Shares shall be transferable only on the books of
the Corporation by the person named in the certificate, or by attorney lawfully
constituted in writing, and upon surrender of the certificates therefor. A
record shall be made of every such transfer and issue. Whenever any transfer is
made for collateral security and not absolutely, the fact shall be so ex-pressed
in the entry of such transfer.

         Section 3. Shareholders. The Corporation shall have the right to treat
the registered holder of any share as the absolute owner thereof, and shall not
be bound to recognize any equitable or other claim to, or interest in, such
share on the part of any other person, whether or not the Corporation shall
have express

                                      -7-



or other notice thereof, save as may be otherwise provided by statute.

         Section 4. Lien for Stockholders Indebtedness. The Corporation shall
have a lien upon the capital stock of any holder thereof who is indebted to the
Corporation in any way and shall have the right to cancel the holder's right in
such amount of the capital stock as is equivalent to such indebtedness in
payment and satisfaction thereof and the discharge of such lien. Further, the
Corporation shall have the right to not accept any transfer of capital stock by
the holder thereof which will impair the security of its lien for the balance of
the indebtedness then owing by such holder to the Corporation.

         Section 5. Transfer Agent and Registrar. The Board of Directors may
appoint a transfer agent and a registrar of transfer, and may require all
certificates of shares to bear the signature of such transfer agent and of such
registrar of transfers.

         Section 6. Regulations. The Board of Directors shall have power and
authority to make such rules and regulations as the Board shall deem expedient
regulating the issue, transfer and registration of certificates for share of
this Corporation.

                                   ARTICLE IV

                               BOARD OF DIRECTORS

         Section 1. Number and Term of Office. The business, property and
affairs of the Corporation shall be managed by a Board of Directors composed of
one (1) members who need not be shareholders. The number of Directors for the
initial Board of Directors shall be determined by the shareholders, and
thereafter, the number of Directors shall be determined from time to time by
resolution adopted by a majority of the Board. At

                                      -8-



each Annual Meeting of shareholders, the shareholders shall elect Directors to
hold office until the succeeding Annual Meeting. A Director shall hold office
for the term for which he is elected and until his successor is elected and
qualified, or until his resignation or removal. A Director may resign by written
notice to the Corporation. The resignation is effective upon its receipt by the
Corporation or a subsequent time as set forth in the notice of resignation.

         Section 2. Vacancies. A vacancy occurring in the Board may be filled by
the affirmative vote of a majority of the remaining Directors though less than a
quorum of the Board. A directorship to be filled because of an increase in the
number of Directors or to fill a vacancy may be filled by the Board for a term
of office continuing only until the next election of Directors by the
shareholders.

         Section 3. Organizational Meeting. At the place of holding the Annual
Meeting of shareholders and immediately following the same, the Board of
Directors as constituted upon final adjournment of such Annual Meeting shall
convene without notice for the purpose of electing officers and transacting any
other business properly brought before it; provided, that the organizational
meeting in any year may be held at a different time and place than that herein
provided by consent of a majority of the Directors of such new Board.

         Section 4. Regular Meetings. Regular Meetings of the Board of Directors
shall be held at such time and place as the Board of Directors shall from time
to time determine by resolution of the Board of Directors or by Waiver of Notice
and Consent. No notice of Regular Meetings of the Board shall be required.

         Section 5. Special Meetings. Special Meeting of the Board of Directors
may be called by the Chairman of the Board or

                                      -9-



a majority of the Directors in office at the time of the call, whenever in his
or their judgment it may be necessary, by giving reasonable notice, either
personally or by mail or telegram, of the time and place of such meeting. Any
action taken at any such meeting shall not be invalidated for want of notice if
such notice shall be waived as herein provided.

         Section 6. Waiver of Notice. Notice of the time and place of any
meeting of the Board of Directors of this Corporation may be waived in writing
or by telegram, radiogram, or cablegram, either before or after such meeting has
been held.

         Section 7. Purpose. Neither the business to be transacted nor the
purpose of a Regular or Special Meeting need be specified in the notice or
waiver of notice of the meeting.

         Section 8. Electronic Participation. A member of the Board or a
committee designated by the Board may participate in a meeting by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other. Participation in a
meeting pursuant to this subsection constitutes presence in person at the
meeting.

         Section 9. Quorum. A majority of the Directors in office or of the
members of a committee thereof at the time of a meeting of the Board shall
constitute a quorum for the transaction of business. If there shall be less than
a quorum present at any meeting of the Board of Directors, a majority of the
Directors present may adjourn the meeting from time to time without notice other
than announcement at the meeting until a quorum shall be present, at which time
any business may be transacted which might have been transacted at the meeting
as first convened had there been a quorum present. The acts of a majority of the
Directors present at any meeting at which a quorum is present shall be the

                                      -10-



acts of the Board or of the committee except that amendment of the By-Laws
requires the vote of not less than a majority of the members of the Board then
in office.

         Section 10. Appointment of Committees. The Board may designate one (1)
or more committees, each committee to consist of one (1) or more of the
Directors of the Corporation. The Board may designate one (1) or more Directors
as alternate members of a committee, who may replace an absent or disqualified
member at a meeting of the committee. In the absence or disqualification of a
member of a committee, the members thereof present at a meeting and not
disqualified from voting, whether or not they constitute a quorum, may
unanimously appoint another member of the Board to act at the meeting in place
of such an absent or disqualified member. A committee, and each member thereof,
shall serve at the pleasure of the Board.

         Section 11. Powers of Committees. A committee to the extent provided in
the resolution of the Board, may exercise all powers and authority of the Board
in management of the business and affairs of the Corporation. However, such a
committee does not have power or authority to:

         (a)      Amend the Articles of Incorporation;

         (b)      Adopt an agreement of merger or consolidation;

         (c)      Recommend to shareholders the sale, lease or exchange of all
                  or substantially all of the Corporation's property and assets;

         (d)      Recommend to shareholders a dissolution of the Corporation or
                  a revocation of a dissolution;

         (e)      Amend the By-Laws of the Corporation;

         (f)      Fill vacancies in the Board of Directors;

         (g)      Fix compensation of the Directors for serving on the Board or
                  on a committee; or

         (h)      Declare a stock dividend or authorize the issuance of

                                      -11-



                  stock (unless the resolution appointing the committee
                  expressly provided that the committee may do so).

         Section 12. Action by Unanimous Written Consent. Action required or
permitted to be taken pursuant to authorization voted at a meeting of the Board
or a committee thereof, may be taken without a meeting if, before or after the
action, all members of the Board or of the committee consent thereto in writing.
The written consents shall be filed with the minutes of the proceedings of the
Board or the committee. The consent has the same effect as a vote of the Board
or committee for all purposes.

         Section 13. Election of Officers. The Board of Directors of the
Corporation shall select a President, a Secretary and a Treasurer and may elect
a Chairman of the Board. None of said officers, except the Chairman of the
Board, need be a Director. The Board of Directors shall have the power to
appoint such other officers and agents as the Board may deem necessary for the
trans-action of the business of the Corporation, including the power to appoint
one or more Vice Presidents and one or more attorneys-in-fact to convey or deal
with corporate real estate.

         Section 14. Removal of Officers and Agents. Any officer or agent may be
removed by the Board of Directors at any time, with or without cause. The
removal of an officer shall be without prejudice to his contract rights, if any.
The election or appointment of an officer does not of itself create contract
rights.

         Section 15. Compensation. Reasonable compensation of Directors and
officers may be fixed by the Board.

         Section 16. Payments to be Reimbursed. Any payments made to an officer
or employee of the Corporation such as salary, commission, bonus, interest, or
rent, or entertainment expense incurred by him, which shall be disallowed in
whole or in part as

                                      -12-



a deductible expense by the Internal Revenue Service, shall be reimbursed by
such officer or employee to the Corporation to the full extent of such
disallowance. The Directors shall enforce payment of each amount disallowed. In
lieu of payment by the officer or employee, subject to the determination of the
Directors, proportionate amounts may be withheld from his future compensation
payments until the amount owed to the Corporation has been recovered.

                                    ARTICLE V

                             DIVIDENDS AND RESERVES

         Section 1. Sources. The Board of Directors shall have power and
authority to declare dividends from the following sources:

         (a)      From Earned Surplus (including current earnings);

         (b)      From Capital Surplus (including from appreciation of the value
                  of the assets of the Corporation);

         (c)      From any other source or sources which may be permitted by
                  statute.

         Section 2. Manner of Payment. Dividends may be paid in cash, in
property, in obligations of the Corporation, or in shares of the capital stock
of the Corporation.

         Section 3. Reserves. The Board of Directors shall have power and
authority to set apart, out of any funds available for dividends, such reserve
or reserves for any proper purpose, as the Board in its discretion shall
approve; and the Board shall have power and authority to abolish any reserve
created by the Board.

                                      -13-



                                   ARTICLE VI

                       TRANSACTIONS WITH THE CORPORATION:

                    LOANS TO DIRECTORS, OFFICERS OR EMPLOYEES

         Section 1. Interested Directors. A contract or other transaction
between the Corporation and one or more of its Directors or officers, or between
the Corporation and a foreign or domestic corporation, firm or association of
any type or kind in which one or more of its directors or officers are directors
or officers, or are otherwise interested, is not void or voidable solely because
of such common directorship, officership or interest, or solely because such
directors are present at the meeting of the Board or committee thereof which
authorizes or approves the contract or transaction, or soley because their votes
are counted for such purpose if any of the following conditions is satisfied:

         (a)      The contract or other transaction is fair and reasonable to
                  the Corporation when it is authorized, approved or ratified;

         (b)      The material facts as to his relationship or interest and as
                  to the contract or transaction are disclosed or known to the
                  Board or committee and the Board or committee authorizes,
                  approves or ratifies the contract or transaction by a vote
                  sufficient for the purpose without counting the vote of any
                  common or interested director;

         (c)      The material facts as to his relationship or interest and as
                  to the contract or transaction are disclosed or known to the
                  shareholders, and they authorize, approve or ratify the
                  contract or transaction.

         Section 2. Loans to Directors, Officers, or Employees. The Corporation
may lend money to, or guarantee an obligation of, or otherwise assist an officer
or employee of the Corporation or of its subsidiary, including an officer or
employee who is a Director of the Corporation or its subsidiary, when, in the
judgments of the Board, the loan, guaranty or assistance may reasonably

                                      -14-



be expected to benefit the Corporation. The loan, guaranty or assistance may be
with or without interest, and may be unsecured or secured in such manner as the
Board approves, including without limitation, a pledge of shares of stock of the
Corporation. Nothing in this section shall be deemed to deny, limit or restrict
the powers of guaranty or warranty of the Corporation at common law or under any
statute.

                                   ARTICLE VII

                                    OFFICERS

         Section 1. Chairman of the Board. The Chairman of the Board shall be
selected by and from the membership of the Board of Directors. He shall preside
at all meetings of the shareholders and of the Board of Directors.

         Section 2. President. The President shall be the chief executive
officer of the Corporation. He shall, subject to the control of the Board of
Directors, have general and active management of the business of the
Corporation, with such general powers and duties of supervision and management
as are usually vested in the office of President of a corporation. He shall see
that all orders and resolutions of the Board of Directors are carried into
effect, and shall have such other powers and duties as may be assigned to him by
the Board of Directors.

         Section 3. Vice Presidents. The Board of Directors may select one or
more Vice Presidents who, subject to the control of the President, shall have
such powers and duties as may be assigned to each of them by the Board of
Directors.

         Section 4. Secretary. The Secretary shall be selected by the Board of
Directors. Subject to the control of the Chairman of the Board, he shall attend
all meetings of shareholders and of

                                      -15-



the Board of Directors, and shall preserve in books of the Corporation, true
minutes of the proceedings of all such meetings. He shall have such additional
powers and duties as may be assigned to him by the Board of Directors.

         Section 5. Treasurer. The Treasurer shall be selected by the Board of
Directors. Subject to the control of the President, he shall have custody of all
corporate funds and securities, and shall keep in books belonging to the
Corporation full and accurate accounts of all receipts and disbursements. He
shall deposit all moneys, securities and other valuable effects in the name of
the Corporation in such depositories as may be designated for the purpose by the
Board of Directors. He shall disburse the funds of the Corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the Chairman of the Board and the Directors at regular meetings of the
Board and whenever requested by them and to the President, an account of all
his transactions as Treasurer. He shall in general perform all duties incident
to the office of Treasurer, and shall have such additional powers and duties as
may be assigned to him by the Board of Directors.

                                  ARTICLE VIII

                            EXECUTION OF INSTRUMENTS

         Section 1. Money Instruments. All checks, drafts and orders for payment
of money shall be signed in the name of the Corporation, and shall be
countersigned by such officers or agents and in such manner including the use of
facsimile signatures as the Board of Directors shall from time to time designate
for that purpose.

         Section 2. Other Instruments. The Board of Directors shall have power
to designate the officers and agents who shall

                                      -16-



have authority to execute any contract, conveyance or other instrument or
document on behalf of the Corporation. When the execution of any contract,
conveyance or other instrument or document has been authorized without
specification of the executing officers, the Chairman of the Board or President
may execute the same in the name and on behalf of the Corporation, or any Vice
President, and the Secretary or Assistant Secretary may execute the same in the
name and on behalf of the Corporation.

                                   ARTICLE IX

                  LIMITATION OF PERSONAL LIABILITY OF DIRECTORS

                                       AND

                          INDEMNIFICATION OF OFFICERS,
                        DIRECTORS, EMPLOYEES AND AGENTS

         Section 1. Limitation of Personal Liability of Directors. A director of
the Corporation shall not be personally liable to the Corporation or its
shareholders for monetary damages for a breach of the director's fiduciary duty.
However, this by-law provision does not eliminate or limit the liability of a
director for any of the following:

         (i)      A breach of the director's duty of loyalty to the Corporation
                  or its shareholders.

         (ii)     Acts or omissions not in good faith or that involve
                  intentional misconduct or knowing violation of the law.

         (iii)    A violation of Section 551(1) of the Michigan Business
                  Corporation Act.

         (iv)     A transaction from which the director derived an improper
                  personal benefit.

         (v)      An act or omission occurring before March 1, 1987.

                           [So that the reader may understand the above
                           reference to Section 551(1) of the Michigan Business
                           Corporation Act, it is

                                      -17-

EX-3.27

                                                                    EXHIBIT 3.27

     STATE OF DELAWARE
    SECRETARY OF STATE
 DIVISION OF CORPORATIONS
FILED 01:45 PM 03/11/1993
   733070032 - 2328728

                          CERTIFICATE OF INCORPORATION

                                       OF

                           WESTERN WHEEL GEORGIA, INC.

         1. The name of the corporation is:

                           WESTERN WHEEL GEORGIA, INC.

         2. The address of its 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 nature of the business or purposes to be conducted or promoted
is to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

         4. The total number of shares of common stock which the corporation
shall have authority to issue is One Thousand (1,000) and the par value of each
of such shares is One Dollar ($1.00) amounting in the aggregate to One Thousand
Dollars ($1,000.00).

         5. The board of directors is authorized to make, alter or repeal the
by-laws of the corporation. Election of directors need not be by written ballot.

         6. The name and mailing address of the incorporator is:

                                          M. C. Kinnamon
                                          Corporation Trust Center
                                          1209 Orange Street
                                          Wilmington, Delaware 19801

         7. Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs.



         I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of
Delaware, do make this certificate, hereby declaring and certifying that this is
my act and deed and the facts herein stated are true, and accordingly have
hereunto set my hand this 11th day of March, 1993.

                                               /s/ M. C. Kinnamon
                                               ------------------
                                               M. C. Kinnamon



================================================================================

                                                          STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                      FILED 03:00 PM 07/20/1994
                                                         944134010 - 2328728

                            CERTIFICATE OF AMENDMENT

                                      TO THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                           WESTERN WHEEL GEORGIA, INC.

         WESTERN WHEEL GEORGIA, INC., a corporation organized and existing under
the General Corporation Law, DOES HEREBY CERTIFY:

         FIRST: The original certificate of incorporation was filed on March
11, 1993, with the Secretary of State of the State of Delaware.

         SECOND: The amendment to the certificate of incorporation set forth
herein was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law.

         THIRD: Article 1 of the certificate of incorporation is hereby amended
to read in its entirety as follows:

                  1. The name of the corporation is:

                    HAYES WHEELS INTERNATIONAL-GEORGIA, INC.

         FOURTH: The certificate of incorporation is further amended to add
thereto Article 8, to read as follows:

                  8. A director of the corporation shall not be personally
         liable to the corporation or its stockholders for monetary damages for
         breach of fiduciary duty as a director except for liability (i) for any
         breach of the director's 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, or (iv) for any
         transaction from which the director derived any improper personal
         benefit.

         IN WITNESS WHEREOF, WESTERN WHEEL GEORGIA, INC., has caused this
certificate to be signed by R. Cucuz, its Chairman of the Board of Directors,
and attested by Barry J. Miller, its Assistant Secretary, this     day of july
1994.

                                       WESTERN WHEEL GEORGIA, INC.

                                       By: /s/ R. Cucuz
                                           ----------------------------------
                                           R. Cucuz
                                           Chairman of the Board of Directors

ATTEST:

/s/ Barry J. Miller
- ----------------------------
Barry J. Miller
Assistant Secretary



                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                   HAYES WHEELS INTERNATIONAL - GEORGIA, INC.

         HAYES WHEELS INTERNATIONAL - GEORGIA, INC., a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:

         FIRST: The Corporation's Certificate of Incorporation was filed on
March 11, 1993, with the Secretary of State of the State of Delaware.

         SECOND: The amendment to the Certificate of Incorporation set forth
herein was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

         THIRD: ARTICLE FIRST of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:

                  FIRST:   The name of the Corporation is HAYES LEMMERZ
         INTERNATIONAL - GEORGIA, INC.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed in its name and on its behalf and attested on this 7th
day of January, 1998 by duly authorized officers of the Corporation.

                                         HAYES WHEELS INTERNATIONAL -
                                         GEORGIA, INC.

                                         By: /s/ William D. Shovers
                                             --------------------------------
                                             Name:  William D. Shovers
                                             Title: Vice President - Finance

ATTEST:

By: /s/ Patrick B. Carey
    --------------------------
    Name:  Patrick B. Carey
    Title: Assistant Secretary

                                                            STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 10:00 AM 02/09/1998
                                                          981050616 - 2328728

EX-3.28

                                                                    EXHIBIT 3.28

                           WESTERN WHEEL GEORGIA, INC.

                             a Delaware corporation

                                     * * * *

                                    BY - LAWS

                                     * * * *

                               ARTICLE I - OFFICES

         Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

         Section 2. The corporation shall also have offices at such other places
both within and without the State of Delaware as the board of directors may from
time to time determine or the business of the corporation may require.

                      ARTICLE II - MEETINGS OF STOCKHOLDERS

         Section 1. All meetings of the stockholders for the election of
directors shall be held in the City of Huntington, State of Indiana, at such
place as may be fixed from time to time by the board of directors, or at such
other place either within or without the State of Delaware as shall be
designated from time to time by the board of directors and stated in the notice
of the meeting. Meetings of stockholders for any other purpose may be held at
such time and place, within or without the State of Delaware, as shall be stated
in the notice of the meeting or in a duly executed waiver of notice thereof.

         Section 2. Annual meetings of stockholders shall be held on the first
Thursday in June, if not a legal holiday, and if a legal holiday, then on the
next secular day following, at 2:00 p.m.,

                                       -1-



or at such other date and time as shall be designated from time to time by the
board of directors and stated in the notice of the meeting, at which they shall
elect by a plurality vote a board of directors, and transact such other business
a may properly be brought before the meeting.

         Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting as provided by law.

         Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

         Section 5. Special meetings of the stockholders, for any purpose of
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the chairman of the board and shall be called by
him or the secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

         Section 6. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than

                                       -2-



nor more than 5 days before the date of the meeting, to each stock-holder
entitled to vote at such meeting.

         Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

         Section 8. The holders of the stock issued and outstanding and entitled
to vote thereat, present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the certificate of incorporation.
If, however, such quorum shall not be present or represented at any meeting of
the stockholders, the stockholders entitled to vote thereat, present in person
or represented by proxy, shall have power to adjourn the meeting from time to
time, without notice there than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting as transacted at the
meeting as originally notified. If the adjournment is for more than thirty days,
or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.

         Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any questions brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.

         Section 10. Each stockholder shall at every meeting of the stockholders
be entitled to one vote in person or by proxy for each share of the capital
stock having voting power held by such

                                      -3-



stockholder, but no proxy shall be voted on after three years form its date,
unless the proxy provides for a longer period.

         At all elections of directors of the corporation, each stockholder
having voting power shall be entitled to exercise the right of cumulative voting
as provided in the certificate of incorporation.

         Section 11. Any action required to be taken at any annual or special
meeting of stockholders of the corporation, or any action which may be taken at
any annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.

                             ARTICLE III - DIRECTORS

         Section 1. The number of directors shall be one, until the resignation
of the sole director appointed by the incorporators, upon the occurrence of
which, the number of directors which shall constitute the whole board shall be
3. The directors shall be elected at the annual meeting of the stockholders,
except as provided in Section 2 of this Article, and each director elected shall
hold office until his successor is elected and qualified. Directors need not be
stockholders.

         Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though

                                      -4-



less than a quorum, or by a sole remaining director, and the directors so chosen
shall hold offices until the next annual election and until their successors are
duly elected and shall qualify, unless sooner displaced. If there are no
directors in office, then an election of directors may be held in the manner
provided by statute. If, at the time of filling any vacancy or any newly created
directorship, the directors then in office shall constitute less than a majority
of the whole board (as constituted immediately prior to any such increase), the
Court of Chancery may, upon application of any stockholder or stockholders
holding at least ten percent of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order and
election to be held to fill any such vacancies or newly created directorships,
or to replace the directors chosen by the directors chosen by the directors then
in office.

         Section 3. The business of this corporation shall be managed by or
under the direction of its boards of directors which may exercise all such
powers of the corporation and do all such lawful acts and things as are not by
statute or by the certificate of incorporation or by these by-laws directed or
required to be exercised or done by the stockholder.

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

         Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the

                                       -5-



stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholder, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.

         Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.

         Section 7. Special meetings of the board may be called by the president
on 3 days' notice to each director, either personally or by mail or by telegram;
special meetings shall be called by the chairman of the board or secretary in
like manner and on like notice on the written request of two directors unless
the board consists of only one director; in which case special meetings shall be
called by the chairman of the board or secretary in like manner and on like
notice on the written request of the sole director.

         Section 8. At all meetings of the board, a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting of which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provide by statute. If a quorum shall not be present at any meeting
of the board of directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.

         Section 9. Any action required or permitted to be taken at any meeting
of the board of directors or of any committee thereof may be taken without a
meeting, if all members of the board or committee, as the case may be, consent
thereto in writing, and the writing or writings

                                       -6-



are filed with the minutes of proceedings of the board or committee.

         Section 10. Members of the board of directors, or any committee
designated by the board of directors, may participate in a meeting of the board
of directors, or any committee, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

                             COMMITTEES OF DIRECTORS

         Section 11. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.

         In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the board of directors to act at the meeting in the place of
any such absent or disqualified member.

         At any such committee, to the extent provided in the resolution of the
board of directors, shall have and may exercise all the powers and authority of
the board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power of
authority in reference to amending the certification of incorporation (except a
committee may, to the extent authorized in the resolution or resolutions
providing for the issuance

                                       -7-



of shares of stock adopted by the board of directors as provided in Section
151(a) fix any of the preferences or rights of such shares relating to
dividends, redemption, dissolution, any distribution of assets of the
corporation of the conversion into, or the exchange of such shares for, shares
of any other class or classes or any other series of the same or any other class
or classes of stock of the corporation) adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and assets, recommending
to the stockholders a dissolution of the corporation or a revocation of a
dissolution, or amending the by-laws of the corporation; and, unless the
resolution or the certificate of incorporation expressly so provide, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock or to adopt a certificate of ownership and
merger. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the board of directors.

         Section 12. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.

                           COMPENSATION OF DIRECTORS

         Section 13. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director form serving the
corporation in any other capacity and receiving compensation therefore. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                      -8-



                              REMOVAL OF DIRECTORS

         Section 14. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any director or the entire board of directors
may be removed, with or without cause, by the holders of a majority of shares
entitled to vote at an election of directors.

                              ARTICLE IV - NOTICES

         Section 1. Whenever, under the provision of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at other times when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.

         Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                              ARTICLE V - OFFICERS

         Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be a president, a vice president, a secretary and a
treasurer. The board of directors may also choose additional vice presidents,
and one or more assistant secretaries and assistant treasurers. Any number of
offices may be held by the same person, unless the certificate of incorporation
or these by-laws otherwise provide.

                                       -9-



         Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, one or more vice
presidents, a secretary and a treasurer.

         Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

         Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.

         Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.

                                  THE PRESIDENT

         Section 6. The president shall be the chief operating officer of the
corporation, with the power to manage the operations of the corporation. He
shall have the powers granted to the chairman of the board in Section 7 of this
Article V and shall have such further powers as the board of directors may from
time to time by resolution confer upon him. In the absence or refusal to act of
the chairman of the board, the powers of the chairman of the board shall devolve
upon the President.

                               THE VICE PRESIDENTS

         Section 7. In the absence of the president or in the event of his
inability or refusal to act, the vice president (or in the event there be more
than one vice president, the vice presidents in

                                      -10-



the order designated by the directors, or in the absence of any designation,
then in the order of their election) shall perform the duties of the president,
and when so acting, shall have all the powers of and be subject to all the
restrictions upon the president. The vice presidents shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

         Section 8. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
chairman of the board, under whose supervision he shall be. He shall have
custody of the corporate seal of the corporation and he, or an assistant
secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by the signature of
such assistant secretary. The board of directors may give general authority to
any other officer to affix the seal of the corporation and to attest the
affixing by his signature.

         Section 9. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform

                                      -11-



such other duties and have such other powers as the board of directors may from
time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

         Section 10. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to credit of the corporation in such
depositories may be designated by the board of directors.

         Section 11. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when he board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

         Section 12. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.

         Section 13. the assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there by no such determination, then in the order of their election)
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the

                                      -12-



treasurer and shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.

                      ARTICLE VI - CERTIFICATES FOR SHARES

         Section 1. The shares of the corporation shall be represented by a
certificate. Certificates shall be signed by, or in the name of the corporation
by, the chairman of the board of directors, or the president or a vice president
and the treasurer or an assistant treasurer, or the secretary or an assistant
secretary of the corporation.

         If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designation, preferences
and relative, participating, optional or other special rights of each class of
stock or series thereof and the qualification, limitations or restrictions of
such preferences and/or rights shall be set forth in full or summarized on the
face or back of the certificate which the corporation shall issue to represent
such class or series of stock, provided that, except as otherwise provided in
Section 202 of the General corporation Law of Delaware, in lieu of the foregoing
requirements, there may be set forth on the face of or back of the certificate
which the corporation shall issue to represent such class or series of stock, a
statement that the corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.

         Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the registered owner thereof
a written notice containing the information required to be set forth or stated
on certificates pursuant to Sections 151, 156,

                                      -13-



202(a) or 218(a) or a statement that the corporation will furnish without charge
to each stockholder who so requests the powers, designations, preferences and
relative participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

         Section 2. Any of or all the signatures on a certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

                               LOST CERTIFICATES

         Section 3. The board of directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of the fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost, stolen, or destroyed.

                                      -14-



                               TRANSFER OF STOCK

         Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Upon receipt of proper transfer instructions from the registered owner of
uncertificated shares, such uncertificated shares shall be canceled and issuance
of new equivalent uncertificated shares or certified shares shall be made to the
person entitled thereto and the transaction shall be recorded upon the books of
the corporation.

                               FIXING RECORD DATE

         Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less that ten days prior to any other
action. A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the board of directors may fix a new record date for the
adjourned meeting.

                             REGISTERED STOCKHOLDERS

         Section 6. The corporation shall be entitled to recognize the exclusive
rights of a

                                      -15-



person registered on its books as the owner of shares to receive dividends, and
to vote as such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Delaware.

                        ARTICLE VII - GENERAL PROVISIONS

                                    DIVIDENDS

         Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

         Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                      -16-



                                ANNUAL STATEMENT

         Section 3. The board of directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.

                                     CHECKS

         Section 4. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

                                   FISCAL YEAR

         Section 5. The fiscal year of the corporation shall be January 1
through December 31.

                                      SEAL

         Section 6. The corporate seal shall be adopted by the directors.

                                INDEMNIFICATION

         Section 7. The corporation shall indemnify its officers, directors,
employees and agents to the full extent permitted by the General Corporation Law
of Delaware.

                            ARTICLE VIII - AMENDMENTS

         Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alternation, amendment, repeal or adoption of new
by-

                                      -17-



laws be contained in the notice of such special meeting. If the power to adopt,
amend or repeal by-laws is conferred upon the board of directors by the
certificate of incorporation, it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.

                                      -18-

EX-3.29

                                                                    EXHIBIT 3.29

                                                                           FILED
                                                                     APR 22 1988
                                                                 [/s/ ILLEGIBLE]
                                                              Secretary of State

                          CERTIFICATE OF INCORPORATION

                                       OF

                           MWC ACQUISITION SUB, INC.

         I, the undersigned, for the purpose of incorporating and organizing a
corporation under the General Corporation Law of the State of Delaware, do
hereby certify as follows:

         FIRST: The name of the corporation (hereinafter called the
"Corporation") is MWC Acquisition Sub, Inc.

         SECOND: The address of the Corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington,
County or New Castle, The name of the Corporation's registered agent 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.

         FOURTH: The total number of shares of common stock which the
Corporation shall have authority to issue is 1,000. All such shares shall have a
par value of $0.01 per share.

         FIFTH: The name and mailing address of the sole incorporator is Charles
D. Glanville, Jones, Day, Reavis & Pogue, 901 Lakeside Avenue, Cleveland, Ohio
44114.

         SIXTH: The names and mailing addresses of the persons who are to serve
as directors of the Corporation until



                                     - 2 -

the first annual meeting of stockholders or until their successors are elected
and qualified are as follows:

             NAME                         MAILING ADDRESS
             ----                         ---------------
       Joseph C. Overbeck             4000 Collins Road

                                      Lansing, Michigan 48910

       Richard W. Tuley               4000 Collins Road

                                      Lansing, Michigan 48910

       Dale R. Martin                 4000 Collins Road

                                      Lansing, Michigan 48910

         SEVENTH: The board of directors of the Corporation shall have power to
make, alter or amend By-Laws of the Corporation.

         EIGHTH: The Corporation reserves the right at any time and from time to
time to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, 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
now or hereafter prescribed by law; and all rights, preferences and privileges
of whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and



                                     - 3 -

pursuant to this Certificate of Incorporation in its present form or as
hereafter amended are granted subject to the right reserved in this Article.

         IN WITNESS WHEREOF, I the undersigned, being the sole incorporator
hereinabove named, do hereby execute this Certificate of Incorporation this 21st
day of April 1988.

                                          /s/ Charles D. Glanville
                                          ------------------------
                                          Charles D. Glanville


   STATE OF DELAWARE
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 01:00 PM 02/18/1998
   981063088 - 2158574

                            CERTIFICATE OF AMENDMENT
                                      TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                            MWC ACQUISITION SUB, INC.

         MWC ACQUISITION SUB, INC., a corporation organized and existing under
the General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify as follows:

         FIRST: The Corporation's Certificate of Incorporation was filed on
April 22, 1988, with the Secretary of State of the State of Delaware.

         SECOND: The amendment to the Certificate of Incorporation set forth
herein was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

         THIRD: ARTICLE FIRST of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:

                  FIRST: The name of the Corporation is HL OHIO SUB, INC.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed in its name and on its behalf and attested on this
16th day of February, 1998 by duly authorized officers of the Corporation.

                                      MWC ACQUISITION SUB, INC.

                                      By: /s/ Daniel M. Sandberg
                                          -----------------------------------
                                          Name:  Daniel M. Sandberg
                                          Title: Vice President, General Counsel
                                                 & Secretary

ATTEST:

By: /s/ Patrick B. Carey
    -----------------------
    Name : Patrick B. Carey
    Title: Assistant Secretary



                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                                HL OHIO SUB, INC.

         HL OHIO SUB, INC., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify as follows:

         FIRST: The Corporation's Certificate of Incorporation was filed on
April 22, 1988, with the Secretary of the State of Delaware.

         SECOND: The amendment to the Certificate of Incorporation set forth
herein was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

         THIRD: ARTICLE FIRST of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:

                  FIRST: The name of the corporation is HAYES LEMMERZ
         INTERNATIONAL - HOMER, INC.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed in its name and on its behalf and attested on this 17th
day of June, 1999 by duly authorized officers of the Corporation.

                                               HL OHIO SUB, INC.

                                               By: /s/ William D. Shovers
                                                   -------------------------
                                                   Name:  William D. Shovers
                                                   Title: Vice President

ATTEST:

By: /s/ Patrick B. Carey
    --------------------------
    Name : Patrick B. Carey
    Title: Assistant Secretary

                                                          STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 04:30 PM 06/18/1999
                                                          991248308 - 2158574

EX-3.30

                                                                    EXHIBIT 3.30

                                    ARTICLE I
                            MEETINGS OF STOCKHOLDERS

         Section 1. Time and Place of Meetings. All meetings of the stockholders
for the election of directors or for any other purpose shall be held at such
time and place, within or without the State of Delaware, as shall be stated in
the notice of the meeting or in a duly executed waiver of notice thereof.

         Section 2. Annual Meetings. Annual meetings of stockholders, commencing
with the year 1989, shall be held on the last Tuesday of April if not a legal
holiday, and if a legal holiday, then on the next day not a legal holiday, at
10:00 a.m., or at such other date and time as shall be designated from time to
time by the Board of Directors and stated in the notice of the meeting, at which
they shall elect by a plurality vote by written ballot a Board of Directors, and
transact such other business as may properly be brought before the meeting.

         Section 3. Special Meetings. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board or the
President and shall be called by the President or Secretary at the request in
writing of a majority of the Board of Directors. Such request shall state the
purpose or purposes of the proposed meeting.

         Section 4. Notice of Meetings. Written notice of a meeting stating the
place, date and hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be given to each
stockholder entitled to vote at such meeting not less than ten nor more than
sixty days before the date of the meeting. If mailed, notice is given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the Corporation.

         Section 5. Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented.



         Section 6. Voting. At each meeting of the stockholders, every
stockholder having the right to vote shall be entitled to vote in person or by
proxy appointed by a legally sufficient instrument. Except as otherwise provided
by statute or by the Certificate of Incorporation, each stockholder shall at
every meeting of the stockholders be entitled to one vote in person or by proxy
for each share of stock having voting power held by such stockholder on the
record date for the meeting. The vote upon any question brought before a meeting
of the stockholders, except as otherwise required by these By-Laws, may be by
voice vote. Every vote taken by written ballot shall be counted by one or more
inspectors of election appointed by the Board of Directors. When a quorum is
present at any meeting, the holders of a majority of the stock which has voting
power present in person or represented by proxy and which is actually voted
shall decide any question brought before such meeting, unless the question is
one upon which by express provision of the statutes, the Certificate of
Incorporation or these By-Laws, a different vote is required, in which case such
express provision shall govern and control the decision of such question.

         Section 7. Definition. Every reference in these By-Laws to a majority
or other proportion of stock shall refer to such majority or other proportion of
the votes of such stock.

                                   ARTICLE II
                                    DIRECTORS

         Section 1. Number and Term of Office. The Board of Directors shall
consist of one or more members. The first board shall consist of three
directors. Thereafter, the number of directors shall be fixed by resolution of
the Board of Directors or by the stockholders at the annual meeting or a special
meeting. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each director
elected shall hold office until his successor is elected and qualified, except
as required by law. Directors need not be stockholders.

         Section 2. Vacancies and New Directorships. Vacancies and newly created
directorships resulting from any increase in the authorized number of directors
which occur between annual meetings of stockholders may be filled by a majority
of the directors then in office, though less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office until the next
annual meeting of stockholders and until their successors are duly elected and
shall qualify, except as required by law.

                                      -2-


         Section 3. Powers. The business and affairs of the Corporation shall be
managed by or under the direction of its Board of Directors which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by statute or by the Certificate of Incorporation or by these By-Laws
directed or required to be exercised or done by the stockholders.

         Section 4. Regular Meetings. Regular meetings of the Board of Directors
may be held without notice immediately after the annual meeting of stockholders
and at such other time and at such place as shall from time to time be
determined by the Board of Directors.

         Section 5. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board or by the President on one day's
notice to each director by whom it is not waived, either personally or by mail
or by telegram; special meetings shall be called by the President or Secretary
in like manner and on like notice on the written request of two directors.

         Section 6. Quorum. At all meetings of the Board a majority of the total
number of directors then in office, or if the total number of directors then in
office is an even number one-half thereof, shall constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors. If a quorum shall not be present at any meeting of the Board of
Directors the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

         Section 7. Written Action. Any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting, if all members of the Board of Directors or committee,
as the case may be, consent thereto in writing, and the writing or writings are
filed with the minutes or proceedings of the Board of Directors or committee.

         Section 8. Participation in Meetings by Conference Telephone. Members
of the Board of Directors, or any committee designated by the Board of
Directors, may participate in a meeting of the Board of Directors, or any
committee, by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at the
meeting.

                                      -3-



         Section 9. Committees. The Board of Directors may, by resolution passed
by a majority of the whole Board of Directors, designate one or more committees,
each committee to consist of one or more of the directors of the Corporation and
each to have such lawfully delegable powers and duties as the Board may confer.
The Board of Directors may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. Except as otherwise provided by statute, any such
committee, to the extent provided in the resolution of the Board of Directors,
shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the Corporation, and
may authorize the seal of the Corporation to be affixed to all papers which may
require it. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of Directors.

         Section 10. Conduct of Business. Unless otherwise ordered by the Board
of Directors, a majority of the members of any committee appointed by the Board
of Directors pursuant to these By-Laws shall constitute a quorum at any meeting
thereof, and the act of a majority of the members present at a meeting at which
a quorum is present shall be the act of such committee. Any such committee shall
prescribe its own rules for calling and holding meetings and its method of
procedure, subject to any rules prescribed by the Board of Directors, and
shall keep a written record of all actions taken by it.

                                  ARTICLE III
                                    NOTICES

         Section 1. Generally. Whenever, under the provisions of the statutes or
of the Certificate of Incorporation or of these By-Laws, notice is required to
be given to any director or stockholder, it shall not be construed to mean
personal notice, but such notice may be given in writing, by mail, addressed to
such director or stockholder, at his address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram or telephone.

         Section 2. Waivers. Whenever any notice is required to be given under
the provisions of the statutes or of the Certificate of Incorporation or of
these By-Laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.

                                       -4-



                                   ARTICLE IV
                                    OFFICERS

         Section 1. Generally. The officers of the Corporation shall be chosen
by the Board of Directors and shall be a President, a Secretary and a Treasurer.
The Board of Directors may also choose a Chairman of the Board of Directors (who
shall be the Chief Executive Officer), one or more vice presidents, and one or
more assistant secretaries and assistant treasurers. Any number of offices may
be held by the same person.

         Section 2. Compensation. The compensation of all officers and agents of
the Corporation who are also directors of the Corporation shall be fixed by the
Board of Directors. The Board of Directors may delegate the power to fix the
compensation of all other officers and agents of the Corporation to an officer
of the Corporation.

         Section 3. Succession. The officers of the Corporation shall hold
office until their successors are chosen and qualified. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors. Any vacancy occurring
in any office of the Corporation shall be filled by the Board of Directors.

         Section 4. Authority and Duties. The officers of the Corporation shall
have such authority and shall perform such duties as are customarily incident to
their respective offices, or as may be specified from time to time by the
directors regardless of whether such authority and duties are customarily
incident to such office.

         Section 5. Action with Respect to Securities of Other Corporations.
Unless otherwise directed by the Board of Directors, the Chairman, the President
or any Vice President shall have the power to vote and otherwise act on behalf
of the Corporation, in person or by proxy, at any meeting of stockholders (or
with respect to any action of such stockholders) of any other corporation in
which the Corporation may hold securities and otherwise exercise any and all
rights and powers which the Corporation may possess by reason of its ownership
of securities of such other corporation.

                                   ARTICLE V
                                     STOCK

         Section 1. Certificates. Every holder of stock in the Corporation shall
be entitled to have a certificate signed by, or in the name of, the Corporation
by the Chairman of the Board or

                                      -5-



the President or a Vice President and by the Treasurer or an assistant treasurer
or the Secretary or an assistant secretary of the Corporation, representing the
number of shares in the Corporation registered in his name. Any or all the
signatures on the certificate may be a facsimile.

         Section 2. Transfer. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the Corporation to, or cause its transfer
agent to, issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.

         Section 3. Lost, Stolen or Destroyed Certificates. In the event of the
loss, theft or destruction of any certificate for shares, another may be issued
in its place pursuant to such requirements as the Board of Directors may
establish concerning proof of such loss, theft or destruction and concerning the
giving of a satisfactory bond or bonds of indemnity.

         Section 4. Record Date. The Board of Directors may fix in advance a
date, not more than sixty nor less than ten days prior to the date of any
meeting of stockholders, nor more than sixty days prior to the date of any
written consent of stockholders without a meeting, or the date for the payment
of any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect, as a
record date for the determination of the stockholders entitled to notice of, and
to vote at, any such meeting and any adjournment thereof, or entitled to express
such written consent, or to receive payment of any such dividend, to any such
allotment of rights, or to exercise the rights in respect of any such change,
conversion or exchange of capital stock.

                                   ARTICLE VI
                                 INDEMNIFICATION

         Section 1. Indemnification.

         (a) The Corporation shall indemnify any person who has been made a
party to, or has threatened to be made a party to, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, including all appeals, by reason of the fact that he is or was a
director, officer or employee of the Corporation, or is or was serving at the
request of the Corporation as a director, officer or employee of another
corporation, partnership, joint venture,

                                      -6-



trust or other enterprise, to the full extent permitted by statute. The
Corporation may (in the Corporation's discretion) indemnify or agree to
imdemnify any person who has been made a party to, or is threatened to be made a
party to, any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, including all appeals,
by reason of the fact that he is or was an agent of the Corporation, or is or
was serving at the request of the Corporation as an agent of another
corporation, partnership, joint venture, trust or other enterprise, to the
fullest extent permitted by statute or such lesser extent as the Board of
Directors determine.

         (b) Expenses incurred by any director, officer, or employee indemnified
hereunder in defending any civil, criminal, administrative or investigative
action, suit or proceeding (including all appeals) or threat thereof, may be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such director,
officer or employee to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the Corporation as authorized in
this Section. Such expenses incurred by other agents may be so paid upon terms
and conditions, if any, as the Board of Directors deems appropriate.

         (c) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this Section shall not be deemed
exclusive of or in any way to limit any other rights to which those persons
seeking indemnification or advancement of expenses hereunder may be or may
become entitled as a matter of law, by the Certificate of Incorporation, these
By-Laws, agreement, insurance, vote of directors or stockholders or otherwise,
both as to action in his official capacity and with respect to action in another
capacity while holding such office.

         (d) No amendment, termination or repeal of this Section shall affect or
impair in any way the rights of any director or officer of the Corporation to
indemnification in the provisions hereof with respect to any action, suit or
proceeding arising out of, or relating to, any actions, transactions or facts
occurring prior to the final adoption of such amendment, termination or repeal.

         (e) If any part of this Section shall be found, in any action, suit or
proceeding, to be invalid or ineffective, the validity and effect of the
remaining parts shall not be affected thereby.

                                      -7-



         (f) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person.

         Section 2. Insurance. The Corporation shall have the power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against such person and incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not the
Corporation would have the power to indemnify such person against such liability
under applicable law or under these By-Laws.

                                   ARTICLE VII
                               GENERAL PROVISIONS

         Section 1. Fiscal Year. The fiscal year of the Corporation shall be the
calendar year or such other fiscal year as fixed by resolution of the Board of
Directors.

         Section 2. Corporate Seal. The Board of Directors may adopt a corporate
seal and use the same by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.

         Section 3. Reliance upon Books, Reports and Records. Each director,
each member of a committee designated by the Board of Directors, and each
officer of the Corporation shall, in the performance of his duties, be fully
protected in relying in good faith upon the books of account or other records of
the Corporation, including reports made to the Corporation by any of its
officers, by an independent certified public accountant, or by an appraiser
selected with reasonable care.

         Section 4. Time Periods. In applying any provision of these By-Laws
which require that an act be done or not be done a specified number of days
prior to an event or that an act be done during a period of a specified number
of days prior to an event, calendar days shall be used, the day of the doing of
the act shall be excluded and the day of the event shall be included.

                                      -8-



                                  ARTICLE VIII
                                   AMENDMENTS

         Section 1. Amendments. These By-Laws may be altered, amended or
repealed or new By-Laws may be adopted by the stockholders or by the Board of
Directors.

                            CERTIFICATE OF SECRETARY

         I, the undersigned, hereby certify:

         1.       That I am the duly elected, qualified and acting Secretary of
MWC Acquisition Sub, Inc., a Delaware corporation.

         2.       That the foregoing By-Laws of said Corporation were duly
adopted as the By-Laws thereof by Written Consent of the Directors of said
Corporation, dated as of April 22, 1988, and that the same now constitute the
By-Laws of said Corporation.

         Executed this 28th day of April 1988.

                                                       /s/ Dale R. Martin
                                                       -------------------------
                                                       Dale R. Martin, Secretary

8731C(CL)/3155J(DT)

                                      -9-

EX-3.31

                                                                    EXHIBIT 3.31

                           ARTICLES OF INCORPORATION

    These Articles of Incorporation are signed and acknowledged by the
incorporators for the purpose of forming a corporation for profit under the
provisions of Act No. 327 of the Public Acts of 1931, as amended, as follows:

                                  ARTICLE I.

   The name of the corporation is CAST FORGE CORPORATION

- -------------------------------------------------------------------------------

                                   ARTICLE II.

   The purpose or purposes for which the corporation is formed are as follows:
- --------------------------------------------------------------------------------
                  To engage in the business of developing pressure casting
- --------------------------------------------------------------------------------
                  processes and devices: to manufacture castings by the use of
- --------------------------------------------------------------------------------
                  such processes and devices.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

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- --------------------------------------------------------------------------------

In general to carry on any business in corporation therewith and incident
thereto not forbidden by the laws of the State of Michigan and with all the
powers conferred upon corporations by the laws of the State of Michigan.

                                  ARTICLE III.

   Location of the first registered office is:

   820       Ford Building     Detroit      26     Wayne,
- ----------  ---------------   ---------  -------  ----------, Michigan.
  (No.)         (Street)        (City)   (Zone)   (County)

Postoffice address of the first registered office is:

   820       Ford Building                Detroit     26
- ------------------------------------     ---------  --------, Michigan.
    (No. and Street or P.O. Box)          (City)     (Zone)

                                   ARTICLE IV.

The name of the first resident agent is Frank W. Donovan

                                   ARTICLE V.

                     The total authorized capital stock is

        {Preferred shs._________   {Par Value $_____________________}
   (1)  {                                                           } per share
        {Common shs. 5,000         {Par Value $10.00                }

                                         {Book Value $_____________ }
                                         {                          } per share
                                         {Price fixed for sale $___ }
                   {Preferred ________}
and/or shs. of (2) {                  } no Par Value
                   {Common ___________}   {Book Value $_____________}
                                                                    } per share
                                          {Price fixed for sale $___}

   (3) A statement of all or any of the designations and the powers,
preferences and rights, and the qualifications, limitations or restrictions
thereof is as follows:

                               One class of stock
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
FORM 1

GOLD SEAL APPEARS ONLY ON ORIGINAL



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- --------------------------------------------------------------------------------

                                   ARTICLE VI.

   The names and places of residence or business of each of the incorporators
and the number and class of shares subscribed for by each are as follows:
(Statute requires one or more incorporators)



                                                                          Number of Shares
                                                               --------------------------------------
                                                                    Par Stock        Non-Par Stock
 Name                      Residence or Business Address       ------------------  ------------------
              (No.)  (Street)           (City)    (State)            Common   Preferred  Common   Preferred
- -----------------------------------------------------------------------------------------------------
                                                                    
Frank W. Donovan. 820 Ford Bldg., Detroit,  Mich               100
- -----------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------


                                  ARTICLE VII.

   The names and address of the first board of directors are as follows:



(Statute requires at least three directors)
- --------------------------------------------------------------------------------
  Name                                          Residence of Business Address
                                  (No.)         (Street)     (City)     (State)
- --------------------------------------------------------------------------------
                                                            
Frank W. Donovan           820 Ford Building                 Detroit    Michigan
- --------------------------------------------------------------------------------
Thomas A. Roach            820 Ford Building                 Detroit    Michigan
- --------------------------------------------------------------------------------
Jane W. C. Gordon          820 Ford Building                 Detroit    Michigan
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------


                                 ARTICLE VIII.

   The term of the corporate existence is thirty years.

                                  ARTICLE IX.

   OPTIONAL (Please delete Article IX if not applicable.)

   Whenever a compromise or arrangement or any plan of reorganization of this
corporation is proposed between this corporation and its creditors or any claim
of them and/or between this corporation and its shareholders or any class of
them, any court of equity jurisdiction within the state of Michigan, may on the
application of this corporation or of any creditor or any shareholder thereof,
or on the application of any receiver or receivers appointed for this
corporation, order a meeting of the creditors or class of creditors, and/or of
the shareholders or class of shareholders, as the case may be, to be affected by
the proposed compromise or arrangement or reorganization, to be summoned in such
manner as said court directs. If a majority in number representing three-fourths
in value of the creditors or class of creditors, and/or of the shareholders or
class of shareholders, as the case may be, to be affected by the proposed
compromise or arrangement or reorganization, agree to any compromise or
arrangement or to any reorganization of this corporation as a consequence of
such compromise or arrangement, said compromise or arrangement and said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or
on all the shareholders or class of shareholders, as the case may be, and also
on this corporation.


                                   ARTICLE X.

     (Here insert any desired additional provisions authorized by the Act.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

   I the incorporator, sign my name this 27th day of August 1962

  (All parties appearing under Article VI are required to sign in this space)

                                       /s/ Frank W. Donovan
- --------------------------------------------------------------------------------
                                       Frank W. Donovan
________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

STATE OF MICHIGAN ______________}      (One or more of the parties signing must
                                  ss.            acknowledges before the Notary)
COUNTY OF          WAYNE        }

On this 27th day of August, 1962, before me personally appeared FRANK W. DONOVAN

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

to me known to be the person described in and who executed the foregoing
instrument, and acknowledges that he executed the same as his free act and deed.

                                        /s/ Jane W. C. Gordon
                                 -----------------------------------------
                                       (Signature of Notary)

                                            Jane W. C. Gordon
                                 -----------------------------------------
                                        Print or type name of Notary

                                 Notary Public for Wayne County,
                                 State of Michigam.

                                 My commission expires July 10, 1964
                                 (Notarial seal required if acknowledgment
                                 taken out at State)

GOLD SEAL APPEARS ONLY ON ORIGINAL



                                    ORIGINAL
                       (CORPORATION FOR PECUNIARY PROFIT)
                          ARTICLES OF INCORPORATION
                                       OF

________________________________________________________________________________
                      (Please type or print corporate name)

- --------------------------------------------------------------------------------
               Under Act No. 327, Public Acts, 1931, as amended.
- --------------------------------------------------------------------------------
    (This blank prepared by Michigan Corporation and Securities Commission.)

                                      FILED

                                   AUG 29 1962

                                /s/ [ILLEGIBLE]
                             ---------------------

                                                 COMMISSIONER

                 MICHIGAN CORPORATION & SECURITIES COMMISSION

                       MAIL THREE SIGNED AND ACKNOWLEDGED
                                   COPIES TO:

                  Michigan Corporation & Securities Commission

P.O. Box 898                                               LEASING 4, MICHIGAN

                                    RECEIVED

                                   AUG 28 1962

                            MICHIGAN CORPORATION AND
                             SECURITIES COMMISSION

                            MICHIGAN CORPORATION AND
                              SECURITIES COMMISSION

                                  AUG 29 1962

                                /s/ [ILLEGIBLE]
                              --------------------
                                  Compared by

GOLD SEAL APPEARS ONLY ON ORIGINAL


                                STATE OF MICHIGAN
                      CORPORATION AND SECURITIES COMMISSION
                                LANSING, MICHIGAN

- --------------------------------------------------------------------------------
                DO NOT WRITE IN SPACE BELOW -- FOR COMMISSION USE
- --------------------------------------------------------------------------------
  Date Received:               Compared by:
- ----------------------------
                               /s/ [ILLEGIBLE]
- ---------------------------------------------------
                               Date:
- ----------------------------
                               JUL 14 1965
- ---------------------------------------------------
                               Examiner:
- ----------------------------
                               /S/ [ILLEGIBLE]
- --------------------------------------------------------------------------------

              CERTIFIED RESOLUTION OF CHANGE OF REGISTERED OFFICE

         I, JERRY H. STEWARD, Secretary, of
         CAST FORGE CORPORATION
     -------------------------------------, do hereby certify that the following
           (Corporate Name)
is a true and correct copy of the resolution adopted by the board of directors
of said corporation at a meeting called and held on the 3rd day of June, 1965:

         "RESOLVED, that the location of the registered office of
     Cast Forge Corporation         within the State of Michigan is changed from
- ----------------------------------
        (Corporate Name)
820 Ford Building             Detroit        County of  Wayne, Michigan  48226
- ----------------------, -------------------,                          ---------
(Street and Number)     (City or Village)                             (Zip Code)
to  2150 Guardian Building      Detroit       County of Wayne, Michigan  48226
  -------------------------, ----------------,                        ---------,
     (Street and Number)     (City or Village)                        (Zip Code)

Signed on June 3, 1965.

                                                /s/ Jerry H. Steward
                                                -----------------------------
                                               (Jerry H. Steward, Secretary)
                                              (DESIGNATE OFFICE HELD BY SIGNER)

         Note: Mail three signed copies, except in case of change of location
from one county to another, in which case four copies of this Certificate are
required, to Michigan Corporation and Securities Commission, Box 898, Lansing,
Michigan 48904.

         Filing fee $5.00.

GOLD SEAL APPEARS ONLY ON ORIGINAL



                                STATE OF MICHIGAN
                      CORPORATION AND SECURITIES COMMISSION
                                LANSING, MICHIGAN
- --------------------------------------------------------------------------------
                DO NOT WRITE IN SPACE BELOW--FOR COMMISSION USE
- --------------------------------------------------------------------------------

       Date Received:
- ------------------------------
                                 [ILLEGIBLE]
- -----------------------------------------------------------
                               (Compared By)
- -------------------------------
                                 [ILLEGIBLE]
- -----------------------------------------------------------
                                   (Date)
- -------------------------------

- -------------------------------

- --------------------------------------------------------------------------------

                        CERTIFICATE OF AMENDMENT TO THE
                           ARTICLES OF INCORPORATION

                             CAST FORGE CORPORATION
- -------------------------------------------------------------------------------,
                                (Corporate Name)
a Michigan corporation, whose registered office is located at  2150
                                                              ------
                                                               (No.)
Guardian Building   Detroit     26      Wayne     Michigan, certifies pursuant
- ----------------------------------------------
     (Street)        (City)   (Zone)  (County)
to the provisions of Section 43 of Act No. 327 of the Public Acts of 1931, as
amended, that at a meeting of the         Shareholders      of said corporation
                                  -------------------------
                                  (Shareholders or members)
called for the purpose of amending the articles of incorporation, and held on
the 3rd day of June, 1965, it was resolved by the vote of {the holders of a
majority of the shares} of each class entitled to vote and by {a majority of the
shares} of each class whose rights, privileges or preferences are changed, that
Article No I of the Articles of incorporation is amended to read as follows,
viz:

                                    ARTICLE I
    (Any article being amended is required to be set forth in its entirety.)

    The name of the corporation is C. F. ENGINEERING CORPORATION. [ILLEGIBLE]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

FORM 16                                         (Continued on the reverse side)

GOLD SEAL APPEARS ONLY ON ORIGINAL



FORM 16

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NOTE: Sec. 43. amended by Act 155, P. A. 1953, provides:
         "**** That any amendment which impairs the preemptive right of the
         holders of shares of any class of capital stock entitled to such right
         shall be approved by the vote of the holders of 2/3 of the shares of
         each such class. ****"

Signed on June 3, 1965

                                         CAST FORGE CORPORATION
                                 --------------------------------------
                                            (Corporate Name)

(Corporate Seal if any)          By /s/ Joseph H. Steward
                                   --------------------------------
                                          (President)
                                        Joseph H. Steward

                                 By /s/ Jerry H. Steward
                                   ---------------------------------
                                          (Secretory)
                                        Jerry H. Steward

STATE OF MICHIGAN          }
COUNTY OF WAYNE            } SS.

         On this 3rd day of June, 1965, before me appeared

                               JOSEPH H. STEWARD
- --------------------------------------------------------------------------------
                              (Name of President)

to me personally known, who, being by me duly sworn, did say that he is the
president

                             CAST FORGE CORPORATION
of-----------------------------------------------------------------------------,
                                (Corporate Name)

which executed the foregoing instrument, and that *[the seal affixed to said
instrument is the corporate seal of said corporation, and that] said instrument
was signed *[and sealed] in behalf of said corporation by authority of its board
of directors, and said officer acknowledged said instrument to be the free act
and deed of said corporation.

*If corporation has no seal strike out the words          /s/ [ILLEGIBLE]
in brackets and add at end of acknowledgment      ------------------------------
the following: "and that said corporation has          (Signature of Notary)
no corporate seal".                               Notary Public for  Wayne
                                                  County,State of Michigan.

                                                  My Commission expires
                                                  July 6, 1968

                                                  (Notarial seal required it
                                                  acknowledgment taken out of
                                                  State)

                 Mail Three Signed and Acknowledged Copies To:
                 Michigan Corporation and Scurities Commission
                P.O. Box 898                      Lansing 4, Michigan
                                Filing Fee $5.00

GOLD SEAL APPEARS ONLY ON ORIGINAL



                                STATE OF MICHIGAN
                     CORPORATION AND SECURITIES COMMISSION
                               LANSING, MICHIGAN

- --------------------------------------------------------------------------------
              DO NOT WRITE IN SPACE BELOW -- FOR COMMISSION USE
- --------------------------------------------------------------------------------
     Date Received:                                      FILED
- ----------------------------------
       MAY 14 1968                          Michigan Department of Treasury
- --------------------------------------------------------------
                                     (Compared By)    MAY 15 1968
- ----------------------------------
[ILLEGIBLE]
- --------------------------------------------------------------
[ILLEGIBLE]                           (Date)
                                                     /s/
- ----------------------------------
                                                     STATE TREASURER
- ----------------------------------

- --------------------------------------------------------------------------------

                        CERTIFICATE OF AMENDMENT TO THE
                           ARTICLES OF INCORPORATION

                          C. F. ENGINEERING CORPORATION
- -------------------------------------------------------------------------------,
                                (Corporate Name)
a Michigan corporation, whose registered office is located at
                             2150 GUARDIAN BUILDING
- --------------------------------------------------------------------------------
                            (No.)           (Street)
           DETROIT,                 48219                    WAYNE
- --------------------------------------------------------------------------------
           (City)                  (Zone)                  (County)
Michigan, certifies pursuant to the provisions of Section 43 of Act No. 327 of
the Public Acts of 1931, as amended, that at a meeting of the
        SHAREHOLDERS
- ---------------------------- of said corporation called for the purpose of
    (Shareholders or members)
amending the articles of incorporation, and held on the 30th day of June, 1967,
it was resolved by the vote of {the holders of a majority of the shares} of each
class entitled to vote and by {a majority of the shares} of each class whose
rights, privileges or preferences age changed, that Article No 1 of the Articles
of Incorporation is amended to read as follows, viz:

                                    ARTICLE 1

    (Any article being amended is required to be set forth in its entirety.)
The name of the corporation is:  Cast Forge Company
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

FORM 16                                      (Continued on the reverse side)

GOLD SEAL APPEARS ONLY ON ORIGINAL



FORM 16

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NOTE: Sec. 43, amended by Act 155, P. A. 1953, provides:

         "**** That any amendment which impairs the preemptive right of the
         holders of shares of any class of capital stock entitled to such right
         shall be approved by the vote of the holders of 2/3 of the shares of
         each such class. ****"

Signed on May 7, 1968
                                           C.F. ENGINEERING CORPORATION
                                                  CAST FORGE COMPANY
                                        ------------------------------------
                                                   (Corporate Name)

(Corporate Seal if any)                 By /s/ Jerry H. Steward
                                           -----------------------------------
                                           (President or Vice-President)

                                                  /s/ Joseph H. Steward
                                           -------------------------------------
                                            (Secretary or Assistant Secretary)
                    }
STATE OF MICHIGAN   }
                    }ss.
COUNTY OF Wayne     }
                    }
     On this 7 day of May, 1968, before me appeared
                                Jerry H. Steward
- --------------------------------------------------------------------------------
                              (Name of President)
to me personally known, who, being by me duly sworn, did say that he is the
president of
                         C. F. Engineering Corporation
- --------------------------------------------------------------------------------
                                (Corporate Name)
which executed the foregoing instrument, and that *[the seal affixed to said
instrument is the corporate seal of said corporation, and that] said instrument
was signed *[and sealed] in behalf of said corporation by authority of its
board of directors, and said officer acknowledged said instrument to be the free
act and deed of said corporation.

*If corporation has no seal strike out the words     /s/ [ILLEGIBLE]
in brackets and add at end of acknowledgment      ------------------------------
the following: "and that said corporation has         (Signature of Notary)
no corporate seal".
                                                 Notary Public for Wayne
                                                 County, State of Michigan.

                                                 My Commission Expires
                                                 [ILLEGIBLE]
                                                 (Notarial seal required if
                                                 acknowledgment taken out of
                                                 State)

                 Michigan Corporation and Securities Commission
                 P.O. Box 898              Lansing 4, Michigan
                              Filing Fee $5.00

GOLD SEAL APPEARS ONLY ON ORIGINAL



[ILLEGIBLE]                    STATE OF MICHIGAN
                        MICHIGAN DEPARTMENT OF TREASURY
                              CORPORATION DIVISION
                                LANSING MICHIGAN

- --------------------------------------------------------------------------------
               DO NOT WRITE IN SPACE BELOW -- FOR DEPARTMENT USE
- --------------------------------------------------------------------------------
                         Compared by:
    Date Received:
- ----------------------
     DEC 18 1969
- --------------------------------------------                FILED
                          Date:                  Michigan Department of Treasury
- ----------------------
                                                        DEC 22 1969
- ----------------------

- --------------------------------------------            /s/ [ILLEGIBLE]
                            Examiner:                   STATE TREASURER
                                       /s/ [ILLEGIBLE]
- --------------------------------------------------------------------------------

                    CERTIFICATE OF INCREASE OF CAPITAL STOCK

                               CAST FORGE COMPANY
- -------------------------------------------------------------------------------
                                (Corporate Name)

a Michigan corporation, whose registered office is located at    2150
                                                              -----------
                                                                  (No.)
      Guardian Bldg.   Detroit  Wayne, Michigan 48226  , certifies pursuant
- -------------------------------------           -------
        (Street)        (City) (County)        (Zip Code)
to the provisions of Section 43 of Act 327, Public Acts of 1931, as amended,
that at a meeting of the stockholders of the said corporation called for the
purpose of increasing its authorized capital stock, and held on the
Twenty-seventh day of June, 1969, it was resolved, by the vote of the holders of
a majority of the shares of each class of shares entitled to vote and a majority
of shares of each class whose rights, privileges or preferences are so changed,
that the authorized capital stock be increased from:

                                            
    {Preferred shs.-----}                         {Par Value $ -----           }
(1) {                   }                         {                            }per share
    {Common shs. 5,000  }                         {Par Value $ 10.00           }

                                                  {Book Value $----------------}
                                  {Preferred -----{                            }
                                  {               {Price fixed for sale $------}
and/or (2), shares of no par value{                                            }per share
                                  {               {Book Value $----------------}
                                  {Common --------{                            }
                                                  {Price fixed for sales $-----}

and that the provisions of the Articles of Incorporation relating to capital
stock are amended to read as follows:

    {Preferred shs.-----}                         {Par Value $ -----           }
(1) {                   }                         {                            } per share
    {Common shs. 25,000 }                         {Par Value $ 10.00           }

                                                  {Book Value $----------------}
                                  {Preferred -----{                            }
                                  {               {Price fixed for sale $------}
and/or (2), shares of no par value{                                            }per share
                                  {               {Book Value $----------------}
                                  {Common --------{                            }
                                                  {Price fixed for sales $-----}



Form 13                        (Please turn page)

GOLD SEAL APPEARS ONLY NO ORIGINAL



FORM 13

(3) A statement of all or any of the designations and the powers, preferences
and rights, and the qualifications, limitations or restrictions thereof is as
follows:
(Provisions need not be stated unless changed. A rider may be attached.)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

Signed on November 14, 1969                  CAST FORGE COMPANY
                                           ----------------------
                                              (Corporate Name)

(Corporate Seal if any)                  By /s/ Jerry H. Steward
                                            --------------------------------
                                              (President or Vice-President)

                                                 /s/ Joseph H. Steward
                                            ---------------------------------
                                            (Secretary or Assistant Secretary)

STATE OF MICHIGAN   }
                    }ss.
COUNTY OF Wayne     }

   On this 14th day of November, 1969, before me appeared
    Jerry H. Steward,            of the CAST FORGE COMPANY, which executed the
- --------------------------------        ------------------
(Name resident or Vice-president)        (Corporate Name)
foregoing instrument, to me personally known, who, being by me duly sworn, did
say that he is the president or vice-president of said corporation, and that
*[the seal affixed to said instrument is the corporate seal of said corporation,
and that] said instrument was signed *[and sealed] in behalf of said corporation
by authority of its board of directors, and said officer acknowledged said
instrument to be the free act and deed of said corporation.

*If corporation has no seal strike out                /s/ Lois LaFever
the words in brackets and add at end of   --------------------------------------
acknowledgement the following: "and                (Signature of Notary)
that said corporation has no corporate
seal".

                                        Notary Public for Wayne County, State of
                                        Michigan.

                                                     LOIS LaFEVER
                                            Notary Public, Wayne County, Mich.
                                           My commission expires Feb. 1, 1970

                                      (Notarial seal required if acknowledgment
                                       taken out of State)

NOTE: Filing Fee - $5.00
      Franchise Fee -- 1/2 mill on each dollar of increase over highest
      previous authorized capital stock. Make fee payable to State of
      Michigan.

MAIL ONE SIGNED AND ACKNOWLEDGED COPIES TO: Michigan Department of Treasury
                                            Corporation Division
                                            P. O. Drawer C
                                            Lansing, Michigan 48904
FORM 13

GOLD SEAL APPEARS ONLY ON ORIGINAL



[ILLEGIBLE]                    STATE OF MICHIGAN
                        MICHIGAN DEPARTMENT OF TREASURY
                              CORPORATION DIVISION
                               LANSING, MICHIGAN

- --------------------------------------------------------------------------------
           NOTE              DO NOT WRITE IN SPACE BELOW --- FOR DEPARTMENT USE
           ----              --------------------------------------------------

This form may be filed       Date of Received:
to increase the authorized   ------------------
capital stock of a Michigan  MAY 14 1971
corporation pursuant to the  ------------------
provisions of Section 43.    MAY 27 1971                        FILED
Act 327, P.A. of 1931 as     ------------------
amended.

Mail ONE signed and          ------------------             JUN  - 2 1971
acknowledged copy to:
                             ------------------             /s/ [ILLEGIBLE]
Michigan Department
of Treasury Corporation      ------------------
Division
P.O. Drawer C Lansing,       ------------------
Michigan 48904                                            STATE TREASURER
                             ------------------
Filing Fee-$5.00                                 Michigan Department of Treasury
Franchise Fee-1/2 mill       ------------------
on each dollar of increase
over highest previous
authorized capital stock.

(Make fee payable to State of Michigan)
- -------------------------------------------------------------------------------

                    CERTIFICATE OF INCREASE OF CAPITAL STOCK

   CAST FORGE COMPANY
- -------------------------------------------------------------------------------
                                (Corporate Name)

a Michigan corporation, whose registered office is located at 2150
                                                              (No.)
     Guardian Bldg.    Detroit Wayne,   Michigan    48226, certifies pursuant
- ------------------------------------              ---------------------------
        (Street)        (City) (County)           (Zip Code)
to the provisions of Section 43 of Act 327, Public Acts of 1931, as amended,
that at a meeting of the stockholders of the said corporation called for the
purpose of increasing its authorized capital stock, and held on the 30th day of
June, 1970, it was resolved, by the vote of the holders of a majority of the
shares of each class of shares entitled to vote and a majority of shares of each
class whose rights, privileges or preferences are so changed, that the
authorized capital stock be increased from:

                                            
    {Preferred shs.-----}                         {Par Value $ -----           }
(1) {                   }                         {                            } per share
    {Common shs. 25,000 }                         {Par Value $ 10.00           }

                                                  {Book Value $----------------}
                                  {Preferred -----{                            }
                                  {               {Price fixed for sale $------}
and/or (2), shares of no par value{                                            }per share
                                  {               {Book Value $----------------}
                                  {Common --------{                            }
                                                  {Price fixed for sales $-----}

and that the provisions of the Articles of Incorporation relating to capital
stock are amended to read as follows:

    {Preferred shs.-----}                         {Par Value $ -----           }
(1) {                   }                         {                            } per share
    {Common shs. 50,000 }                         {Par Value $ 10.00           }

                                                  {Book Value $----------------}
                                  {Preferred -----{                            }
                                  {               {Price fixed for sale $------}
and/or (2), shares of no par value{                                            }per share
                                  {               {Book Value $----------------}
                                  {Common --------{                            }
                                                  {Price fixed for sales $-----}



                               (Please turn page)

GOLD SEAL APPEARS ONLY ON ORIGINAL


(3) A statement of all of any of the designations and the powers, preferences
and rights, and the qualifications, limitations or restrictions thereof is as
follows:

(Provisions need not be stated unless changed. A rider may be attached.)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

Signed on May 6, 1971                       CAST FORGE COMPANY
                                        -------------------------
                                             (Corporate Name)

(Corporate Seal if any)                  By /s/ Jerry H. Steward
                                            ----------------------------
                                            (President or Vice-President)

                                              /s/ Joseph H. Steward
                                        ---------------------------------
                                        (Secretary or Assistant Secretary)

STATE OF MICHIGAN    }
                     }ss.
COUNTY OF WAYNE      }

On this 6 day of May, 1971, before me appeared
    Jerry H. Steward             of the CAST FORGE COMPANY, which executed the
- --------------------------------,       ------------------
(Name President or Vice-president)       (Corporate Name)
foregoing instrument, to me personally known, who, being by me duly sworn, did
say that he is the president or vice-president of said corporation, and that
*[the seal affixed to said instrument is the corporate seal of said corporation,
and that] said instrument was signed *[and sealed] in behalf of said corporation
by authority of its board of directors, and said officer acknowledged said
instrument to be the free act and deed of said corporation.

*If corporation has no seal strike out                /s/ [ILLEGIBLE]
the words in brackets and add at end of   --------------------------------------
acknowledgment the following: "and                (Signature of Notary)
that said corporation has no corporate
seal".

                                      Notary Public for Wayne County,
                                      State of Michigan.

                                      My commission expires May 16, 1972
                                      (Notarial seal required if acknowledgment
                                      taken out of State)

GOLD SEAL APPEARS ONLY ON ORIGINAL


                                                                   CAST FORGE CO

                 (For Use by Domestic and Foreign Corporations)

                   CERTIFICATE OF CHANGE OF REGISTERED OFFICE

                        AND/OR CHANGE OF RESIDENT AGENT

         The undersigned corporation, in accordance with the provisions of
Section 242 of Act 284, Public Acts of 1972, does here certify as follows:

1.   The name of the Corporation is Cast Forge Company

2.   The address of its former registered office is: (See instructions on
     reverse side)

                   2150 Guardian Building  Detroit, Michigan    48226
                   -------------------------------           -----------
                   (No. and Street) (Town or City)            (Zip Code)

     The mailing address of its former registered office is: (Need not be
     completed unless different from the above address)

___________________________________________________, Michigan _________________
(No. and Street of P.O. Box)      (Town or City)                 (Zip Code)

3.   (The following is to be completed if the address of the registered office
     is changed.)

     The address of the registered office is changed to:

                   2440 W. Highland Rd.         Howell, Michigan    48893
                   ------------------------------------          ----------
                   (No. and Street)     (Town or City)           (Zip Code)

     The mailing address of the registered office is changed to: (Need not be
     completed unless different from the above address)

___________________________________________________, Michigan _________________
(No. and Street of P.O. Box)      (Town or City)                 (Zip Code)

4.   The name of the former resident agent is Frank W. Donovan

5.   (The following is to be completed if the resident agent is changed.)

     The name of the successor resident agent is Jerry H. Steward

6.   The corporation further states that the address of its registered office
and the address of the business office of its resident agent, as changed, are
identical.

7.   The changes designated above were authorized by resolution duly adopted by
its board of directors.

Signed this 27th day of February, 1974

                                               Cast Forge Company
                                         ------------------------------
                                              (Name of Corporation)

                                      By  /S/ Jerry H. Steward
                                        -----------------------------------
                                        (Signature of President, Vice-President,
                                        Chairman or Vice-Chairman)

                                          Jerry H. Steward - President
                                        -----------------------------------
                                          (Type or Print Name and Title)

                                               (See Instruction on Reverse Side)

GOLD SEAL APPEARS ONLY ON ORIGINAL



           (Please do not write to spaces below - for Department use)

- --------------------------------------------------------------------------------
       MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
Date Received
- -----------------------
MAR 11 1974
- -----------------------                         FILED
                                  Michigan Department of Commerce
- -----------------------
                                            MAR [ILLEGIBLE]
- -----------------------
                                              [ILLEGIBLE]
- -----------------------                        DIRECTOR

- -----------------------

- --------------------------------------------------------------------------------


                          INFORMATION AND INSTRUCTIONS

   Certificate of Change of Registered Office and/or Change of Resident Agent

1.   Insert the present address of the registered office in part 2 of the
     certificate. This address must agree with the address of the registered
     office as designated in the articles of incorporation or subsequent
     corporate certificate reflecting a change as filed with the Corporation and
     Securities Bureau.

2.   The mailing address of the registered office should be the same address as
     the registered office unless a post office box is designated as the mailing
     address.

3.   Insert the name of the present resident agent in part 4 of the
     certificate. This name must agree with the name of the resident agent as
     designated in the articles of incorporation or subsequent corporate
     certificate reflecting a change as filed with the Corporation and
     Securities Bureau.

4.   The Certificate is required to be signed in ink by the chairman or
     vice-president of the board, or the president or a vice-president of the
     corporation.

5.   One original copy is required. A true copy will be prepared by the
     Corporation and Securities Bureau and returned to the person submitting the
     Certificate for filling.

6.   Filling fee..............$5.00
       (Make fee payable to State of Michigan)

7.   Mail form and fee to:

       Michigan Department of Commerce
       Corporation and Securities Bureau
       Corporation Division
       P.O. Drawer C
       Lansing, Michigan 48904

GOLD SEAL APPEARS ONLY ON ORIGINAL


           (Please do not write in spaces below - for Department use)

      MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
                      FILED                                  Date Received
                                                        ------------------------
                   DEC 1 1982                                 NOV 10 1982
                                                        ------------------------
                  [ILLEGIBLE]
- --------------------------------------------------------------------------------

                       (See instructions on Reverse Side)
                  For Use by Domestic and Foreign Corporations

                   CERTIFICATE OF CHANGE OF REGISTERED OFFICE
                        AND/OR CHANGE OF RESIDENT AGENT

               INSERT CORPORATION IDENTIFICATION NUMBER 042--155

         This certificate is executed in accordance with the provisions of
Section 242 of Act 284, Public Acts of 1972, as amended, as follows:

1.   The name of the corporation is CAST FORGE COMPANY

2.   The address of its registered office as currently on file with the
     Corporation and Securities Bureau is:
     (See Part 2 of instructions)

2440 W. HIGHLAND ROAD      HOWELL,   Michigan   48843
- ------------------------------------          ----------
   (No. and Street)    (Town or City)         (Zip Code)

     The mailing address of its registered office is: (Complete only if
     different from above address. See Part 3 of instructions)

___________________________________________________, Michigan _________________
    (P.O. Box)           (Town or City)                          (Zip Code)

3.   (Complete if the address of the registered office is changed.)

     The address of the registered office is changed to: (See Part 3 of
     instructions)

    NOT APPLICABLE                 , Michigan
- -----------------------------------           ----------
(No. and Street)    (Town or City)            (Zip Code)

     The mailing address of the registered office is changed to: (Complete only
     if different from above address. See Part 3 of instructions)

___________________________________________________, Michigan _________________
    (P.O. BOX)      (Town or City)                                (Zip Code)

4.   The name of the resident agent as currently on file with the Corporation
     and Securities Bureau is (See Part 4 of instructions) JERRY H. STEWARD

5.   (Complete if the resident agent is changed.)

     The name of the successor resident agent is J. ROBERT VESS

6.   The corporation further states that the address of its registered office
     and the address of the business office of its resident agent, as changed,
     are identical.

7.   The changes designated above were authorized by resolution duly adopted by
     its board of directors or trustees.

                                     Signed this 12 day of NOVEMBER, 1982

                                      By /s/ J. Robert Vess
                                        -----------------------------------
                                                   [ILLEGIBLE]

                                          J. ROBERT VESS -- PRESIDENT
                                        -----------------------------------
                                          (Type or Print Name and Title)

[ILLEGIBLE]

GOLD SEAL APPEARS ONLY ON ORIGINAL


DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS
INDICATED IN THE BOX BELOW. Include name, street and number (or
P.O box), city, state and zip code.
                                                Telephone:
CAST FORGE COMPANY                                  Area Code 517-546-3441
2440 W. HIGHLAND RD
HOWELL, MI 48893                                    Number    042155

                          INFORMATION AND INSTRUCTIONS
   CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT

1.   Submit one original copy of the Certificate of Change of Registered Office
     and/or Change of Resident Agent. A microfilm copy will be prepared for the
     records in the Corporation and Securities Bureau and the original copy will
     be returned to the address appearing in the box above as evidence of the
     filing.

     Since the corporate documents are microfilmed for the Bureau's files, it is
     imperative that the document submitted for filing be legible so that a
     usable microfilm can be obtained. Corporate documents with poor black and
     white contrast will be rejected.

2.   Insert the present address of the registered office in part 2 of the
     Certificate. This address must agree with the address of the registered
     office as designated in the articles of incorporation or subsequent
     corporate certificate reflecting a change as filed with the Corporation and
     Securities Bureau.

3.   A post office box may not be designated as the address of the registered
     office. The mailing address may differ from the address of the registered
     office only if a post office box address in the same city as the registered
     office is designated as the mailing address.

4.   Insert the name of the present resident agent in part 4 of the Certificate.
     This name must agree with the name of the resident agent as designated in
     the articles of incorporation or subsequent corporate certificate
     reflecting a change as filed with the Corporation and Securities Bureau.

5.   The Certificate must be signed in ink by the chairperson or
     vice-chairperson of the board, or the president, vice-president, secretary
     or assistant secretary of the corporation.

6.   Filing Fee: $5.00. (Make remittance payable to State of Michigan)

7.   Mail form and remittance to:

        Michigan Department of Commerce
        Corporation and Securities Bureau
        Corporation Division
        P.O. Box 30054
        Lansing, Michigan 48909
        Tel. (517)-373-0493


GOLD SEAL APPEARS ONLY ON ORIGINAL


- --------------------------------------------------------------------------------
      MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
(FOR BUREAU USE ONLY)                                             Date Received
                                                                  --------------
                                                                  AUG 23 1984
                                            FILED                 --------------

                                          SEP 4 1984
                                         Administrator            --------------

                                MICHIGAN DEPARTMENT OF COMMERCE
                                Corporation & Securities Bureau   --------------
- --------------------------------------------------------------------------------

   CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT
                  FOR USE BY DOMESTIC AND FOREIGN CORPORATIONS

        (Please read Instructions on reverse side before completing form)

     Pursuant to the provisions of Act 284, Public Acts of 1972, as amended
(profit corporations), or Act 162, Public Acts of 1982 (nonprofit corporations),
the undersigned corporation executes the following Certificate:

1.  The name of corporation is: CAST FORGE COMPANY

2.  The corporation identification number (CID) assigned by the Bureau is:
    042-155

3.  a. The address of the registered office as currently on file with the Bureau
       is:

     2440 W. Highland                 Howell,                  48893
    ----------------------------------------  Michigan -----------------------
    (Street Address)                 (City)                  (ZIP Code)

    b. The mailing address of the registered office if different than above is:

    --------------------------------------------, Michigan ---------------------
    (P.O. Box)                   (City)                         (ZIP Code)

    c. The name of the resident agent as currently on file with the Bureau is:

                    J. Robert Vess

 4. (Complete if the address of the registered office is changed)
    The address of the registered office is changed to: c/o THE CORPORATION
    COMPANY

       615 Griswold Street            DETROIT                         48226
    ---------------------------------------------, Michigan --------------------
    (Street Address)                    (City)                     (ZIP Code)

    The mailing address of the registered office if different than above is:

    ---------------------------------------------------, Michigan --------------
    (P.O. Box)                        (City)                       (ZIP Code)

5.  (Complete if the resident agent is changed)
    The name of the successor resident agent is:

                              THE CORPORATION COMPANY

6.  The corporation further states that the address of its registered office and
    the address of the business office of its resident agent, as changed, are
    identical.

7.  The above changes were authorized by resolution duly adopted by its board of
    directors of trustees.
                                               Signed this 22 day of March, 1984

                                               By /s/ Richard F. Darke
                                                  ------------------------------
                                                          (Signature)

                                           Richard F. Darke, Assistant Secretary
                                           -------------------------------------
                                               (Type or Print Name and Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL



DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS INDICATED
IN THE BOX BELOW, Include name, street and number (or P.O. box),
city, state and ZIP code.

            C T CORPORATION SYSTEM               Telephone:
            Att: Denise I. Smith                    Area Code 313
            615 Griswold St., Ste. 1414
            Detroit, MT 48226                       Number 961-3070

                          INFORMATION AND INSTRUCTIONS

1. Submit one original copy of this document. Upon filing, a microfilm copy
   will be prepared for the records of the Corporation and Securities Bureau.
   The original copy will be returned to the address appearing in the box above
   as evidence of filing.

   Since this document must be microfilmed, it is important that the filling be
   legible. Documents with poor black and white contrast, or otherwise
   illegible, will be rejected.

2. The document is to be used pursuant to section 242 of the Act by domestic and
   foreign profit and nonprofit corporations for the purpose of changing their
   registered office or resident agent, or both.

3. Item 2 -- Enter the Identification number previously assigned by the Bureau.
   If this number is unknown, leave it blank.

4. Item 3 -- The address of the registered office and name of the resident
   agent must be the same as are designated in the articles of incorporation or
   subsequent change filed with the Bureau.

5. Item 4 -- A post office box may not be designated as the address of the
   registered office. The mailing address may differ from the address of the
   registered office only if a post office box address in the same city as the
   registered office is designated as the mailing address.

6. This certificate must be signed in ink by the president, vice-president,
   chairperson, vice-chairperson, secretary or assistant secretary of the
   corporation.

7  FEES: Filing fee (Make remittance payable to State of Michigan) ........$5.00

8. Mail form and fee to:

         Michigan Department of Commerce
         Corporation and Securities Bureau
         Corporation Division
         P.O. Box 30054
         Lansing, Michigan 48909
         Telephone: (517) 373-0493

GOLD SEAL APPEARS ONLY ON ORIGINAL



       RECEIVED                                              FILED

      JUN 16 1987                                         JUN 16 1987

MICHIGAN DEPT. OF COMMERCE                               Administrator
                                                MICHIGAN DEPARTMENT OF COMMERCE
                                                Corporation & Securities Bureau

                            CERTIFICATE OF AMENDMENT

                                     to the

                       RESTATED ARTICLES OF INCORPORATION

         The undersigned corporation executes the following Certificate of
Amendment to its Restated Articles of Incorporation pursuant to the provisions
of Section 631, Act 284, Public Acts of 1972, as amended:

      1. The name of the Corporation is CAST FORGE COMPANY.

      2. The location of the registered office is the Corporation Company, 615
         Griswold St, Datroit MI 48226

      3. The following amendment to the Restated Articles of Incorporation was
         adopted on May 7, 1987, by the shareholders in accordance with Section
         631(2), Act 284, Public Acts of 1972, as amended. The necessary number
         of shares as required by statute was voted in favor of the amendment:

         Resolved that Article I of the Restated Articles of Incorporation be
      amended to read as follows:

                  The name of the corporation is WESTERN WHEEL HOWELL, INC.

Dated: June 1, 1987                                 CAST FORGE COMPANY

                                                    By /s/ Richard F. Darke
                                                       -------------------------
                                                       Richard F. Darke
                                                       Vice President

C T CORPORATION SYSTEM                              By /s/ Bairy J. Miller
ATT: MIKE DALIDA                                       -------------------------
615 Griswold, Ste. 1414                                Bairy J. Miller
DETROIT, MI 48226                                      Assistant Secretary

GOLD SEAL APPEARS ONLY ON ORIGINAL



            FILED                                              RECEIVED

         JUL 06 1992                                          JUN 25 1992

        Administrator                                 MICHIGAN DEPT. OF COMMERCE
MICHIGAN DEPARTMENT OF COMMERCE
Corporation & Securities Bureau

                            CERTIFICATE OF AMENDMENT

                                     to the

                            ARTICLES OF INCORPORATION

                  The undersigned corporation executes the following Certificate
         of Amendment to its Restated Articles of Incorporation pursuant to the
         provisions of Section 631, Act 284, Public Acts of 1972, as amended:

                  1.       The name of the Corporation is WESTERN WHEEL HOWELL,
         INC.

                  2.       The location of the registered office is the
         Corporation Company, 615 Griswold St., Detroit MI 48226.

                  3.       The following amendment to the Restated Articles of
         Incorporation was adopted on June 22, 1992 by its sole shareholder in
         accordance with Sections 407(2) and 611(2), Act 284, Public Acts of
         1972, as amended:

                  RESOLVED, that Article VIII of the Restated Articles of
             Incorporation be amended to read as follows:

                           The duration of the corporation is perpetual.

         Dated: June 22, 1992                    WESTERN WHEEL HOWELL, INC.

                                                 By: /s/ Rajesh K. Shah
                                                     ----------------------
                                                     Name: Rajesh K. Shah
                                                     Title: Vice President

                                                 By: /s/ Barry J. Miller
                                                     ----------------------
                                                     Name: Barry J. Miller
                                                     Title: Assistant Secretary

GOLD SEAL APPEARS ONLY ON ORIGINAL




DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS
INDICATED IN THE BOX BELOW. Include name, street and number
(or P.O. box), city, state and ZIP code.

         C T CORPORATION SYSTEM
         ATTN LAURA D'ANTONIO
         1633 BROADWAY
         NEW YORK NY 10019

GOLD SEAL APPEARS ONLY ON ORIGINAL



       [CT SYSTEM LOGO]

        May 5, 1993

                                                                   
C T Corporation System    Thomas Pierson, Deputy Director    MAY 06 1993              FILED
1633 Broadway             Michigan Department of Commerce
New York, NY 10019        Corporation & Security Bureau                             MAY 14 1993
212 246 5070              6546 Mercantile Way
                          Lansing, Michigan 48909                                   Administrator

                                                                            MICHIGAN DEPARTMENT OF COMMERCE
                                                                            CORPORATION & Securities Bureau



                                               By /s/ [ILLEGIBLE]
                                               CORPORATION AND SECURITIES BUREAU

RE: CHANGE OF REGISTERED OFFICE ADDRESS

Dear Mr. Pierson,

This letter is to certify that The Corporation Company has changed its address
from: 615 Griswold Street, Detroit, Michigan 48226 to: 30600 Telegraph Road,
Bingham Farms, Michigan 48025. We will notify all active corporations for which
The Corporation Company is the resident agent of this change of address.

Enclosed is our check for $52,000.00 to cover the filing fee for the 10,294
active profit and non-profit corporations for which your records indicate The
Corporation Company is agent. This payment will include the fee for providing us
with an alphabetical listing of the names of all the corporations for which the
registered office has been changed. Also included in this paymen is the fee for
a clean-up list which we will request within 30 days of the filing.

Please confirm in writing the date that this change was effectuated on your
records.

Thank you in advance for your cooperation in this matter.

Very truly yours,

/s/ Kenneth J. Uva
Kenneth J. Uva
Vice President

KJU:mh
encl.

Sworn before me this 5th day of May, 1993.

       /s/ Theresa Alfieri
           THERESA ALFIERI
   Notary Public, State of New York
            No. 4703698
      Qualified in Kings County
Certificate filed in New York County
   Commission Expires Dec. 31, 1993

GOLD SEAL APPEARS ONLY ON ORIGINAL


C&S 515                                        [ILLEGIBLE]  0722  DRG&FI  $12.50

          RECEIVED                                              FILED

         JUL 21 1994                                         JUL 21 1994

  Michigan Dept. of Commerce                               Administrator
Corporation & Securities Bureau                  MICHIGAN DEPARTMENT OF COMMERCE
                                                 Corporation & Securities Bureau

                            CERTIFICATE OF AMENDMENT

                                     TO THE

                       RESTATED ARTICLES OF INCORPORATION

         The undersigned corporation executes the following Certificate of
Amendment of its Restated Articles of Incorporation pursuant to the provisions
of Sections 631, Act 284, Public Acts of 1972, as amended:

         1. The present name of the Corporation is WESTERN WHEEL HOWELL, INC.

         2. The corporation identification number assigned by the Corporation
and Securities Bureau of the Department of Commerce of the State of Michigan is
042-155.

         3. The location of the registered office of the Corporation is c/o The
Corporation Company, 30600 Telegraph Road, Bingham Farms, Michigan 48025.

         4. Article 1 of the Restated Articles of Incorporation is hereby
amended to read as follow:

                  The name of Corporation is HAYES WHEELS

                  INTERNATIONAL-MICHIGAN, INC.

         5. The foregoing amendment to the Restated Articles of Incorporation
was duly adopted by the written consent of all of the shareholders entitled to
vote thereon in accordance with the provisions of Section 407 of the Business
corporation Act.

                                                 WESTERN WHEEL HOWELL, INC.


                                                 By: /s/ R. Cucuz
                                                     ---------------------------
                                                     R. Cucuz
                                                     Chairman of the Board

Prepared by:

Barry J. Miller                                  By: /s/ Barry J. Miller
Attorney at Law (P-25079)                            ---------------------------
38481 Huron River Drive                              Barry J. Miller
Romulus, MI 48174                                    Assistant Secretary
(313)942-8031

GOLD SEAL APPEARS ONLY ON ORIGINAL



DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS
INDICATED IN THE BOX BELOW. Include name, street and number
(or P.O. box), city, state and ZIP code.

          ATTN: CHERYL J. KRAWCZYK

          MICHIGAN RUNNER SERVICE
          P.O. BOX 266
          EATON RAPIDS, MI 48827

Name of person of organization
remitting fees: MICHIGAN RUNNER SERVICE
(517)663-2525 Ref# (42851)
_______________________________________

_______________________________________
Preparer's name and business
telephone number:
_______________________________________

 (      )
_______________________________________

GOLD SEAL APPEARS ONLY ON ORIGINAL



[ILLEGIBLE]

- --------------------------------------------------------------------------------
       MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
                                       (FOR BUREAU USE ONLY)

                                                     944E#5316 1117 DRG&FI $5.00

Date Received                                                  FILED

     NOV 17 1994
- ----------------                                            NOV 18 1994

                                                           Administrator
                                                 MICHIGAN DEPARTMENT OF COMMERCE
                                                 Corporation & Securities Bureau

- -------------------------------------------------
Name
  Michael R. Dalida C/O THE CORPORATION CO.
- -------------------------------------------------
Address
         30600 Telegraph Road STE, 3275
- -------------------------------------------------
City                    State         Zip Code
  Bingham Farms       Michigan         48025      EFFECTIVE DATE:
- -------------------------------------------------
- -DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE-

   CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT
  FOR USE BY DOMESTIC AND FOREIGN CORPORATIONS AND LIMITED LIABILITY COMPANIES

           (Please read information and instructions on reverse side)

     Pursuant to the provisions of Act 264, Public of 1972 profit corporations,
Act 162, Public Acts of 1982 (nonprofit corporation), of Act 23, Public Acts of
1993 limited liability companies, the undersigned corporation of limited
liability company executes the following Certificate:

1.  The name of the corporation or limited liability company is:

          Hayes Wheels International-Michigan, Inc.

2.  The identification number assigned by the Bureau is:  042-155

3.  a. The name of the resident agent on file with the Bureau is:
       The Corporation Company

    b. The location of its registered office is:

        30600 Telegraph Rd. Bingham Farms , Michigan        48025
        ----------------------------------           ---------------------
        (Street Address)        (City)                   (ZIP Code)

    c. The mailing address of the above registered office on file with the
       Bureau is:

                                         , Michigan
    -------------------------------------           --------------------
        (P.O. Box)             (City)                   (ZIP Code)

ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD

4   a. The name of the resident agent is:  Daniel M. Sandberg

    b. The address of the registered office is:

      38481 Huron River Dr.      Romulus  , Michigan       48174
    --------------------------------------           -------------------
        (Street Address)        (City)                  (ZIP Code)

c.  The mailing address of the registered office IF DIFFERENT THAN 4B is:

                                         , Michigan
    -------------------------------------           --------------------
        (P.O. Box)             (City)                   (Zip Code)

5.  The above changes were authorized by resolution duly adopted by : 1. ALL
    CORPORATIONS: its board of directors; 2. PROFIT CORPORATIONS ONLY: the
    resident agent if only the address of the registered office is changed, in
    which call a copy of this statement has been mailed to the corporation; 3.
    LIMITED LIABILITY COMPANIES: an operating agreement, affirmative value of a
    majority of the members pursuant to section 502(1), managers pursuant to
    section 405, or the resident agent if only the address of the registered
    office and the address of its resident agent as changed are identical.

Data Signed: 11/9/94                        Signed by: /s/ Barry J. Miller
                                                       ---------------------
(ILLEGIBLE)                                          Barry J. Miller
                                      (Type or Print Name) (Type of Print Title)
                                                    Assistant Secretary

GOLD SEAL APPEARS ONLY ON ORIGINAL


[ILLEGIBLE]                                      941B#3994  1121  DRG&FI  $10.00
- --------------------------------------------------------------------------------
       MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
Date Received                                       (FOR BUREAU USE ONLY)
NOV 21 1994
- ------------------------                                    FILED

                                                         NOV 22 1994
- ------------------------
- -------------------------------------------               Administrator
Name C T CORPORATION SYSTEM                      MICHIGAN DEPARTMENT OF COMMERCE
     MICHAEL R. DALIDA                           Corporation & Securities Bureau
- -------------------------------------------
Address
         30600 TELEGRAPH RD., STE. 3275
- -------------------------------------------
City             State            Zip Code
BINGHAM FARMS,     MI                48025   EXPIRATION DATE:  DECEMBER 31, 1999
- -------------------------------------------
- -DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

                          CERTIFICATE OF ASSUMED NAME
  FOR USE BY CORPORATION, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES

           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or limited
liability company in item one exercise the following Certificate:

1.  The true name of the corporation, limited partnership, or limited company
    is:

         Hayes Wheels International-Michigan, Inc.

2.  The identification number assigned by the Bureau is:  042-155

3.  The location of the corporation or limited liability company registered
    office in Michigan or the office at which the limited partnership records
    are maintained is:

        38481 Huron River Drive          Romulus        MI        48174
    ----------------------------------------------------------------------------
          (Street Address)               (City)      (State)   (ZIP Code)

4.  The assumed name under which business is to be transacted is:  Western Wheel

                  COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE
                  THAN ONE ENTITY.

                        Signed this 7th day of November, 1994

                        By /s/ Barry J. Miller
                           --------------------------------------------------
                                        (Signature)

                               Barry J. Miller         Assistant Secretary
                           --------------------------------------------------
                             (Type or Print Name)     (Type or Print Title)


                           --------------------------------------------------
                             (Limited Partnerships Only - Indicate Name of
                           General Partner if a corporation or other entity)

(MICH. - 2506 - 7/6/93)

GOLD SEAL APPEARS ONLY ON ORIGINAL


[ILLEGIBLE]

5.  If the same is assumed by two or more corporation, limited partnerships, or
    limited liability companies, or any combination thereof, each participant
    corporation, limited partnership, or limited liability company shall file a
    separate certificate. Each assumed name certificate shall reflect the
    correct true name or qualifying assumed name of the other corporations,
    limited partnerships, or limited liability companies which are
    simultaneously adopting the same assumed name.

    An entity that already has the assumed name shall simultaneously file a
    Certificate of Termination of Assumed Name and a new Certificate of Assumed
    Name.

    Listed below in alphabetical order are the participating corporations and/or
    limited partnerships and/or limited liability companies and their
    identification numbers.

    1.  Haves Wheels International, Inc.                              [622-771]

    2.                                                                [   -   ]
    ______________________________________________________________

    3.                                                                [   -   ]
    ______________________________________________________________

    4.                                                                [   -   ]
    ______________________________________________________________

    5.                                                                [   -   ]
    ______________________________________________________________

    6.                                                                [   -   ]
    ______________________________________________________________

    7.                                                                [   -   ]
    ______________________________________________________________

    8.                                                                [   -   ]
    ______________________________________________________________

    9.                                                                [   -   ]
    ______________________________________________________________

    10.                                                               [   -   ]
    ______________________________________________________________

    11.                                                               [   -   ]
    ______________________________________________________________

    12.                                                               [   -   ]
    ______________________________________________________________

    13.                                                               [   -   ]
    ______________________________________________________________

    14.                                                               [   -   ]
    ______________________________________________________________

    15.                                                               [   -   ]
    ______________________________________________________________

(MICH. - 2506)

GOLD SEAL APPEARS ONLY ON ORIGINAL


[ILLEGIBLE]                                      941B#3994  1121  DRG&FI  $10.00
- --------------------------------------------------------------------------------
       MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
Date Received                                   (FOR BUREAU USE ONLY)

  NOV 21 1994                                           FILED
- --------------
                                                      NOV 22 1994

- --------------                                       Administrator
- -------------------------------------------   MICHIGAN DEPARTMENT OF COMMERCE
Name C T CORPORATION SYSTEM                   Corporation & Securities Bureau
     MICHAEL R. DALIDA
- -------------------------------------------
Address
  30600 TELEGRAPH RD.,    STE.       3275
- -------------------------------------------
City                     State     Zip Code

  BINGHAM FARMS,          MI         48025   EXPIRATION DATE:  DECEMBER 31, 1999
- -------------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

                          CERTIFICATE OF ASSUMED NAME
 FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES

           (Please read information and instructions on reverse side)

         Pursuant to the provision of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership or limited
liability company in item one executes the following Certificate:

1.  The true name of the corporation, limited partnership, or limited liability
    company is:

    Hayes Wheels International - Michigan, Inc.

2.  The identification number assigned by the Bureau is:  042-155

3.  The location of the corporation or limited liability company registered
    office in Michigan or the office at which the limited partnership records
    are maintained is:

     38481 Huron River Drive            Romulus        MI          48174
    ----------------------------------------------------------------------------
       (Street Address)                 (City)      (State)      (ZIP Code)

4.  The assumed name under which business is to be transacted is:

    Hayes Wheel

                  COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE
                  THAN ONE ENTITY.

                                  Signed 7th day of November, 1994

                                  By /s/ Barry J. Miller
                                     -------------------------------------------
                                                     (Signature)

                                       Barry J. Miller      Assistant Secretary
                                     -------------------------------------------
                                     (Type or Print Name)  (Type or Print Title)

(MICH. - 2506 - 7/6/93)

GOLD SEAL APPEARS ONLY ON ORIGINAL



5.  If the same name is assumed by two or more corporations, limited
    partnerships, or limited liability companies, or any combination thereof,
    each participant corporation, limited partnership, or limited liability
    company shall file a separate certificate. Each assumed name certificate
    shall reflect the correct true name or qualifying assumed name of the other
    corporations, limited partnerships, or limited liability companies which are
    simultaneously adopting the same assumed name.

    An entity that already has the assumed name shall simultaneously file a
    Certificate of Termination of Assumed Name and a new Certificate of Assumed
    Name.

    Listed below in alphabetical order are the participating corporations and/or
    limited partnerships and/or limited liability companies and their
    identification numbers.

    1. Hayes Wheels International, Inc.                                  622-771

    2.                                                                      -
    _________________________________________________________________   ________

    3.                                                                      -
    _________________________________________________________________    _______

    4.                                                                      -
    _________________________________________________________________    _______

    5.                                                                      -
    _________________________________________________________________    _______

    6.                                                                      -
    _________________________________________________________________    _______

    7.                                                                      -
    _________________________________________________________________    _______

    8.                                                                      -
    _________________________________________________________________    _______

    9.                                                                      -
    _________________________________________________________________    _______

    10.                                                                     -
    _________________________________________________________________    _______

    11.                                                                     -
    _________________________________________________________________    _______

    12.                                                                     -
    _________________________________________________________________    _______

    13.                                                                     -
    _________________________________________________________________    _______

    14.                                                                     -
    _________________________________________________________________    _______

    15.                                                                     -
    _________________________________________________________________    _______

(MICH. - 2506)

GOLD SEAL APPEARS ONLY ON ORIGINAL


                   ADJUSTED TO AGREE        ADJUSTED PURSUANT TO
 RECEIVED         WITH BUREAU RECORDS     TELEPHONE AUTHORIZATION      FILED

FEB 05 1998                 CERTIFICATE OF AMENDMENT                FEB 05 1998
                                     TO THE
                       RESTATED ARTICLES OF INCORPORATION

           Administrator                             Administrator
   MI DEPT. OF CONSUMER & INDUSTRY           MI DEPT. OF CONSUMER & INDUSTRY
SERVICES CORPORATION, SECURITIES & LAND  SERVICES CORPORATION, SECURITIES & LAND
           DEV. BUREAU                           DEVELOPMENT BUREAU

         The undersigned corporation executes the following Certificate of
amendment to its Restated Articles of Incorporation pursuant to the provisions
of Section 631, Act 284, Public Acts of 1972, as amended:

         1.       The present name of the Corporation is HAYES WHEELS
INTERNATIONAL-MICHIGAN, INC.,

         2.       The corporation identification number assigned by the
Corporation and Securities Bureau Department of Commerce of the State of
Michigan is 042-155.

         3.       The location of the registered office of the Corporation is
38481 Huron River Dr. Romulus, MI 48174

         4.       Article I of the Restated Articles of Incorporation is hereby
amended to read as follows:


                  The name of the Corporation is HAYES LEMMERZ INTERNATIONAL-
MICHIGAN, INC.

         5.       The foregoing amendment to the Restated Articles of
Incorporation was duly adopted by the written consent of all of the shareholders
entitled to vote thereon in accordance with the provisions of Section 407 of the
Business Corporation Act.

                                          ADOPTED 1/5/98
                                          SIGNED  1/7/98

                                          HAYES WHEELS INTERNATIONAL-
                                          MICHIGAN, INC.

                                          By: /s/ William D. Shovers
                                              ------------------------
Prepared by:                                  William D. Shovers
                                              Vice President - Finance

                                          By: /s/ Patrick B. Carey
                                              ------------------------
                                              Patrick B. Carey
                                              Assistant Secretary

GOLD SEAL APPEARS ONLY ON ORIGINAL




DOCUMENT WILL BE RETURNED TO NAME      Name of person or organization
AND MAILING ADDRESS INDICATED IN       remitting fees: MICHIGAN RUNNER SERVICE
THE BOX BELOW. Include name, street    (517) 663--2525 Ref # (86769)
and number or P.O. box), city,         _________________________________________
state and ZIP code.
                                       _________________________________________

[Attn: Cheryl J. Bixby]                 Preparer's name and bysinees
[MICHIGAN RUNNER SERVICE]               telephone number:
[P.O. Box 266]                          ________________________________________
[Eaton Rapids, MI. 48827-0266]
                                        (_______)_______________________________

GOLD SEAL APPEARS ONLY ON ORIGINAL



- --------------------------------------------------------------------------------
             MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
              CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------

Date Received                                       (FOR BUREAU USE ONLY)
FEB 17 1998
                                                            FILED

    ADJUSTED PURSUANT TO                                 FEB 19 1998
  TELEPHONE AUTHORIZATION
  WITH MICHAEL R. DALIDA                                Administrator
                                                 MI DEPT. OF CONSUMER & INDUSTRY
                                              SERVICES CORPORATION, SECURITIES &
                                                   LAND DEVELOPMENT BUREAU

- ------------------------------------
Name
[Attn: Michael R. Dalida,
Customer Specialist
C T Corporation System
30600 Telegraph Rd Ste 3275
Bingham Farms MI 48025                        EXPIRATION DATE: DECEMBER 31, 2003
- ------------------------------------

- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

                           CERTIFICATE OF ASSUMED NAME
  FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES

            (Please read information and instructions on reverse side)

       Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
 corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213,
   Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or limited
       liability company in item one executes the following Certificate:

1.       The name of the corporation, limited partnership, or limited liability
         company is:

         Hayes Lemmerz International - Michigan, Inc.

2.       The identification number assigned by the Bureau is: 042-155

3.       The location of the corporation or limited liability company registered
         office in Michigan or the office at which the limited partnership
         records are maintained is:

         38481 Huron River Dr. Romulus                 MI            48174
         ------------------------------------  ---------------------------------
           (Street Address)           (City)         (State)       (ZIP Code)

4.       The assumed name under which business is to be transacted is:

         Hayes Wheels International - Michigan, Inc.

 COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

                  Signed this 19th day of January, 1998
                     Hayse Lammerz International - Michigan, Inc.

                  By /s/ Daniel M. Sandberg
                     -----------------------
                           (Signature)

                      Daniel M. Sandberg         Vice President & Secretary
                  --------------------------------------------------------------
                     (Type of Print Name)           (Type or Print Title)

                  --------------------------------------------------------------
                  (Limited Partnerships Only - Indicate Name of General Partner
                             if a corporation or other entity)

GOLD SEAL APPEARS ONLY ON ORIGINAL



- --------------------------------------------------------------------------------
              MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
              CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------

Date Received                                      (FOR BUREAU USE ONLY)
JUN 21 1999
- ---------------------------------
                                                            FILED

                                                         JUN 21 1999

                                                        Administrator
                                             CORP. SECURITIES & LAND DEV. BUREAU
- ---------------------------------
Name
         517--663--2525 Ref # 94118
         Attn: Cheryl J. Bixby
Address  MICHIGAN RUNNER SERVICE
         P.O. Box 266
City     Eaton Rapids, MI 48827              EFFECTIVE DATE:
- ---------------------------------

- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

           CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
                    FOR USE BY DOMESTIC PROFIT CORPORATIONS
          (Please read information and instructions on the last page)

         Pursuant to the provision of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Act of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:

1.       The present name of the corporation is: HAYES LEMMERZ INTERNATIONAL -
         MICHIGAN, INC.

2.       The identification number assigned by the Bureau is: 042-155

3.       The location of its registered office is:

38481 Huron River Drive                   Romulus, Michigan      48174
- -------------------------------------------------           ------------------
    (Street Address)                       (City)             (ZIP Code)

4.       Article I of the Articles of Incorporation is hereby amended to read as
         follows:

         The name of the corporation is HAYES LEMMERZ INTERNATIONAL - HOWELL,
         INC.

Article IV of the Articles of Incorporation is hereby amended to read as
follows:

1.       The address of the registered office is 15300 Centennial Drive,
         Northville, Michigan 48167.

3.       The name of the resident agent at the registered office is
         Patrick B. Carey.

GOLD SEAL APPEARS ONLY ON ORIGINAL




5.       (FOR AMENDMENTS ADOPTED BY UNANIMOUS CONSENT OF INCORPORATORS BEFORE
         THE FIRST MEETING OF THE BOARD OF DIRECTORS OF TRUSTEES.)

         The foregoing amendment to the Articles of Incorporation was duly
         adopted on the _________ day of ______, 19____, in accordance with the
         provision of the Act by the unanimous consent of the incorporator(s)
         before the first meeting of the Board of Directors of Trustees.

                       Signed this _________ day of __________ 19___.

         _________________________________   _________________________________
                    (Signature)                         (Signature)

         _________________________________   _________________________________
               (Type or Print Name)                 (Type or Print Name)

         _________________________________   _________________________________
                    (Signature)                         (Signature)

         _________________________________   _________________________________
               (Type or Print Name)                 (Type or Print Name)

6.       (FOR PROFIT CORPORATIONS, AND FOR NONPROFIT CORPORATIONS WHOSE ARTICLES
         STATE THE CORPORATION IS ORGANIZED ON A STOCK OR ON A MEMBERSHIP
         BASIS.)

         The foregoing amendment to the Articles of Incorporation was duly
         adopted on the 30th day of April, 1999 by the shareholders if a profit
         corporation, or by the shareholders or members if a nonprofit
         corporation (check one of the following)


         [ ] at a meeting. The necessary votes were cast in favor of the
             amendment.

         [ ] by written consent of the shareholders or members having not less
             than the minimum number of votes required by statute in accordance
             with Section 407(1) and (2) or the Act if a nonprofit corporation,
             or Section 407(1) of the Act if a profit corporation. Written
             notice to shareholders or members who have not consented in writing
             has been given. (Note: Written consent by less than all of the
             shareholders or members is permitted only if such provision appears
             in the Articles of incorporation.)

         [X] by written consent of all the shareholders or members entitled to
             vote in accordance with section 407(3) of the Act if a nonprofit
             corporation, or Section 407(2) of the Act if a profit corporation.

                   Signed this 17th day of June, 1999

                   By /s/ William D. Shovers
                      ----------------------------------------------------------
                      (Signature of President, Vice-President, Chairperson,
                                       Vice-Chairperson)

                    William D. Shovers                   Vice-President
                   -------------------------------------------------------------
                   (Type or Print Name)              (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL



7.       (FOR A NONPROFIT CORPORATION WHOSE ARTICLES STATE THE CORPORATION IS
         ORGANIZED ON A DIRECTORSHIP BASIS.)

         The foregoing amendment to the Articles of Incorporation was duly
         adopted on the _________ day of ___________, 19___ by the directors of
         a nonprofit corporation whose articles of incorporation state it is
         organized on a directorship bases (check one of the following)

         [ ] at a meeting. The necessary votes were case in favor of the
             amendment.

         [ ] by written consent of all directors pursuant to Section 525 of the
             Act.


                   Signed this ___________ day of ________, 19___

                   By __________________________________________________________
                      (Signature of President, Vice-President, Chairperson,
                                       Vice-Chairperson)

                   _____________________________________________________________
                   (Type or Print Name)              (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL


- --------------------------------------------------------------------------------
             MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
              CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
                                           (FOR BUREAU USE ONLY)

Date Received     JUN 28 1999                              FILED
                                                         JUN 28 1999
- ------------------------------
Ph. 517-663-2525 Ref #14366                             Administrator
Attn: Cheryl J. Bixby                        CORP. SECURITIES & LAND DEV. BUREAU
MICHIGAN RUNNER SERVICE
P.O. BOX 266                                 EXPIRATION DATE: DECEMBER 31, 2004
Eaton Rapids, MI 48827                       -----------------------------------
- ------------------------------
- - DOCUMENT WILL BE RETURNED TO THE
   NAME AND ADDRESS YOU ENTER ABOVE -

                          CERTIFICATE OF ASSUMED NAME
 FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES
           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or limited
liability company in item one executes the following Certificate;

1.       The true name of the corporation, limited partnership, or limited
         liability company is:

         HAYES LEMMERZ INTERNATIONAL - HOWELL, INC.

2.       The identification number assigned by the Bureau is:  042-155

3.       The location of the corporation or limited liability company registered
         office in Michigan or the office at which the limited partnership
         records are maintained is:

         15300 Centennlal Drive     Northville       Michigan        48167
         -----------------------------------------------------------------------
            (Street Address)          (City)         (State)       (Zip Code)

4.       The assumed name under which business is to be transacted is:

         HAYES LEMMERZ INTERNATIONAL - MICHIGAN, INC. [x]

   COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

                                    Signed this 17th day of June. 1999

                                    By /s/ William D. Shovers
                                       ---------------------------------------
                                                (Signature)

                                    William D. Shovers         Vice President
                                    --------------------------------------------
                                    (Type or Print Name)   (Type or Print Title)

                                    --------------------------------------------
                                    (Limited Partnership Only - Indicate Name of
                                         General Partner if a corporation or
                                                    other entity)

GOLD SEAL APPEARS ONLY ORIGINAL



- --------------------------------------------------------------------------------
              MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
              CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received                         (FOR BUREAU USE ONLY)
     APR 11 2000
- -----------------
                 This document is                           FILED
                 effective on the date
                 filed, unless a                         APR 13 2000
                 subsequent effective
                 date within 90 days after              Administrator
                 received date is stated    CORP., SECURITIES & LAND DEV. BUREAU
                 in the document.
                                             EXPIRATION DATE:
                                             DECEMBER 31, 2005
- ------------------------------               -----------------------------------
Name _________________________

517-663-2525 Ref # 02802
Attn: Cheryl J. Bixby
MICHIGAN RUNNER SERVICE
P.O. Box 226
Eaton Rapids, MI 48827
- ------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE. -
   IF LEFT BLANK DOCUMENT WILL BE MAILED TO THE REGISTERED OFFICE.

                          CERTIFICATE OF ASSUMED NAME
   FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES
           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or limited
liability in item one executes the following Certificate:

1.       The name of the corporation, limited partnership, or limited liability
         company is:

                   HAYES LEMMERZ INTERNATIONAL - HOWELL, INC.

2.       The identification number assigned by the Bureau is: 042155

3.       The assumed name under which business is to be transacted is: HAYES
         WHEELS [x]

4.       This document is hereby signed as required by the Act.

  COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

                                    Signed this 3rd day of April, 2000

                                    By /s/ William D. Shovers
                                       -----------------------------------------
                                                    (Signature)

                                    William D. Shovers        Vice President
                                    --------------------------------------------
                                    (Type or Print Name)   (Type or Print Title)

                                    --------------------------------------------
                                    (Limited Partnerships Only - Indicate Name
                                    of General Partner if the General Partner
                                    is a corporation or other entity)

GOLD SEAL APPEARS ONLY ON ORIGINAL



5.       If the same name is assumed by two or more corporations, limited
         partnerships, or limited liability companies, or any combination
         thereof, each participant corporation, limited partnership, or limited
         liability company shall file a separate certificate. Each assumed name
         certificate shall reflect the correct true name or qualifying assumed
         name of the other corporations, limited partnerships, or limited
         liability companies which are simultaneously adopting the same assumed
         name.

         An entity that already has the assumed name shall simultaneously file a
         Certificate of Termination of Assumed Name and a new Certificate of
         Assumed Name.

         Listed below in alphabetical order are the participating corporations
         and/or limited partnerships and/or limited liability companies and
         their identification numbers.

         1.       HAYES LEMMERZ INTERNATIONAL, INC.                  622771

         2.       HAYES LEMMERZ INTERNATIONAL - HOWELL, INC.         042155

         3.       ____________________________________________      ________

         4.       ____________________________________________      ________

         5.       ____________________________________________      ________

         6.       ____________________________________________      ________

         7.       ____________________________________________      ________

         8.       ____________________________________________      ________

         9.       ____________________________________________      ________

         10.      ____________________________________________      ________

         11.      ____________________________________________      ________

         12.      ____________________________________________      ________

         13.      ____________________________________________      ________

         14.      ____________________________________________      ________

         15.      ____________________________________________      ________

GOLD SEAL APPEARS ONLY ON ORIGINAL



- --------------------------------------------------------------------------------
              MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
              CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received                        (FOR BUREAU USE ONLY)

    APR 11 2000                                              FILED
- ---------------
                 This document is effective              APR 13 2000
                 on the date filed, unless
                 a subsequent effective
                 date within 90 days after              Administrator
                 received date is stated   CORP., SECURITIES & LAND DEV. BUREAU
                 in the document.
- -----------------------------                EXPIRATION DATE:
Name ________________________                DECEMBER 31, 2005
                                             -----------------------------------
517-663-2525 Ref # 02802
Attn: Cheryl J. Bixby
MICHIGAN RUNNER SERVICE
P.O. Box 266
Eaton Rapids, MI 48827
- -----------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE. -
   IF LEFT BLANK DOCUMENT WILL BE MAILED TO THE REGISTERED OFFICE.

                          CERTIFICATE OF ASSUMED NAME
 FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES
           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or limited
liability company in item one executes the following Certificate:

1.       The name of the corporation, limited partnership or limited liability
         company is: HAYES LEMMERZ INTERNATIONAL - HOWELL, INC.

2.       The identification number assigned by the Bureau is:  042155

3.       The assumed name under which business is to be transacted is: WESTERN
         WHEEL [x]

4.       This document is hereby signed as required by the Act.

  COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

                                    Signed this 3rd day of April, 2000

                                    By /s/ William D. Shovers
                                       -----------------------------------------
                                                       (Signature)

                                      William D. Shovers      Vice President
                                    --------------------------------------------
                                     (Type or Print Name)  (Type or Print Title)

                                    --------------------------------------------
                                    (Limited Partnerships Only Indicate Name of
                                    General Partner if the General Partner is a
                                    corporation or other entity)

GOLD SEAL APPEARS ONLY ON ORIGINAL



5.       If the same name is assumed by two or more corporations, limited
         partnerships, or limited liability companies, or any combination
         thereof, each participant corporation, limited partnership, or limited
         liability company shall file a separate certificate. Each assumed name
         certificate shall reflect the correct true name or qualifying assumed
         name of the other corporations, limited partnerships, or limited
         liability companies which are simultaneously adopting the same assumed
         name.

         An entity that already has the assumed name shall simultaneously file a
         Certificate of Termination of Assumed Name and a new Certificate of
         Assumed Name.

         Listed below in alphabetical order are the participating corporations
         and/or limited partnerships and/or limited liability companies and
         their identification numbers.

         1.       HAYES LEMMERZ INTERNATIONAL, INC.                  622771

         2.       HAYES LEMMERZ INTERNATIONAL - HOWELL, INC.         042155

         3.       ____________________________________________      ________

         4.       ____________________________________________      ________

         5.       ____________________________________________      ________

         6.       ____________________________________________      ________

         7.       ____________________________________________      ________

         8.       ____________________________________________      ________

         9.       ____________________________________________      ________

         10.      ____________________________________________      ________

         11.      ____________________________________________      ________

         12.      ____________________________________________      ________

         13.      ____________________________________________      ________

         14.      ____________________________________________      ________

         15.      ____________________________________________      ________

GOLD SEAL APPEARS ONLY ON ORIGINAL



- --------------------------------------------------------------------------------
              MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
                         BUREAU OF COMMERCIAL SERVICES
- --------------------------------------------------------------------------------
Date Received                        (FOR BUREAU USE ONLY)

- -------------                                                  FILED

                This document is effective on               APR 22 2002
                the date filed, unless a
                subsequent effective date               CIS Administrator
                within 90 days after received      BUREAU OF COMMERCIAL SERVICES
                date is stated in the document.            [ILLEGIBLE]

- ------------------------------------------------
Name
        Kelly Brushaber
- ------------------------------------------------
Address
        15300 Centennial Drive
- ------------------------------------------------
City                      State        Zip Code
        Northville,         MI           48167             EFFECTIVE DATE:
- ------------------------------------------------           ---------------

- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE. -
   IF LEFT BLANK DOCUMENT WILL BE MAILED TO THE REGISTERED OFFICE.

   CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT
  FOR USE BY DOMESTIC AND FOREIGN CORPORATIONS AND LIMITED LIABILITY COMPANIES
           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act 23,
Public Acts of 1993 (limited liability companies), the undersigned corporation
or limited liability company executes the following Certificate:

1.       The name of the corporation or limited liability company is:
         Hayes Lemmerz International - Howell, Inc.

2.       The identification number assigned by the Bureau is: 042-155

3.       a. The name of the resident agent on file with the Bureau is:
            Patrick B. Carey

         b. The location of the registered office on file with the Bureau is:

            15300 Centennial Drive     Northville   Michigan       48167
            --------------------------------------,          -------------------
              (Street Address)          (City)                   (Zip Code)

         c. The Mailing address of the above registered office on file with the
            Bureau is:

                Same as above                        Michigan
            ----------------------------------------,         ------------------
            (Street Address or P.O. Box)    (City)                (Zip Code)

  ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD

4.       a. The name of the resident agent is: Patrick C. Cauley

         b. The address of the registered office is:

            15300 Centennial Drive     Northville   Michigan         48167
            --------------------------------------,          -------------------
                (Street Address)        (City)                    (Zip Code)

         c. The mailing address of the registered office IF DIFFERENT THAN 4B
            is:
                                                    Michigan
            --------------------------------------,          -------------------
            (Street Address or P.O. Box)  (City)                  (Zip Code)

5.       The above changes were authorized by resolution duly adopted by: 1. ALL
         CORPORATIONS: Its Board of Directors; 2. PROFIT CORPORATIONS ONLY: the
         resident agent if only the address of the registered office is changed,
         in which case a copy of this statement has been mailed to the
         corporation; 3. LIMITED LIABILITY COMPANIES: an operating agreement,
         affirmative vote of a majority of the members pursuant to section
         502(1), managers pursuant to section 405, or the resident agent if only
         the address of the registered office is changed.

6.       The corporation or limited liability company further states that the
         address of its registered office and the address of its resident agent,
         as changed, are identical.

Signature               Type of Print Name and Title               Date Signed

/s/ [ILLEGIBLE]     Daniel M. Sandberg, Vice President            April 9, 2002

GOLD SEAL APPEARS ONLY ON ORIGINAL

EX-3.32

                                                                    EXHIBIT 3.32

                                     BY-LAWS

                                       OF

                             CAST FORGE CORPORATION

                                    ARTICLE I

                                    Meetings.

                  Section 1. Place of Meeting. Any or all meetings of the
shareholders, and of the board of directors, of this corporation may be held
within or without the State of Michigan, provided that no meeting shall be held
at a place other than the registered office in Michigan, except pursuant to
by-law or resolution adopted by the board of directors.

                  Section 2. Annual Meeting of Shareholders. After the year
1962 an annual meeting of the shareholders shall be held in each year on the
third Monday in March, one of the purposes of which shall be the election of a
board of directors.

                  Section 3. Notice of Annual Meeting of Shareholders. At least
ten (10) days prior to the date fixed by Section 2 of this article for the
holding of the annual meeting of shareholders, written notice of the time, place
and purposes of such meeting shall be mailed, as hereinafter provided, to each
shareholder entitled to vote at such meeting.

                  Section 4. Delayed Annual Meeting. If, for any reason, the
annual meeting of the shareholders shall not be held on the day hereinbefore
designated, such meeting may be called and held as a special meeting, and the
same proceedings may be had thereat as at an annual meeting, provided, however,
that the notice of such meeting shall be the same herein required for the
annual meeting, namely, not less than a ten-day notice.

                  Section 5. Order of Business at Annual Meeting. The order of
business at the annual meeting of the shareholders shall be as follows:



                           (a)      Roll call,

                           (b)      Reading notice and proof of mailing,

                           (c)      Report of president,

                           (d)      Report of secretary,

                           (e)      Report of treasurer,

                           (f)      Election of directors,

                           (g)      Transaction of other business
                                       mentioned in the notice,

                           (h)      Adjournment,

provided that, in the absence of any objection, the presiding officer may vary
the order of business at discretion.

                  Section 6. Special Meetings of Shareholders. A special meeting
of the shareholders may be called at any time by the chairman of the board, or
by a majority of the board of directors, or by shareholders entitled to vote not
less than an aggregate of fifty (50%) per cent, of the outstanding shares of
the corporation having a right to vote at such special meeting. The method by
which such meeting may be called is as follows:

                  Upon receipt of specification in writing setting forth the
date and objects of such proposed special meeting, signed by the chairman of the
board, or by a majority of the board of directors, or by shareholders, as above
provided, the secretary of this corporation shall prepare, sign and mail the
notices requisite to such meeting.

                  Section 7. Notice of Special Meeting of Shareholders. At least
three (3) days prior to the date fixed for the holding of any special meeting of
shareholders, written notice of the time, place and purposes of such meeting
shall be mailed, as hereinafter provided, to each shareholder entitled to vote
at such meeting. No business not mentioned in the notice shall be transacted at
such meeting.

                  Section 8. Organization Meeting of Board. At the place of
holding the annual meeting of shareholders, and immediately following the same,
the board of directors as constituted upon final adjournment of such annual
meeting shall convene for the purpose of electing officers and transacting any
other business properly brought before it, provided, that the organization
meeting in any year may be held at a different time and place than that herein
provided by consent of a majority of the directors of such new board.

                                       -2-



                  Section 9. Regular Meetings of Board. Regular meetings of the
board of directors shall be held at such time and place as the board of
directors shall from time to time determine. No notice of regular meetings of
the board shall be required.

                  Section 10. Special Meetings of Board. Special meetings of the
board of directors may be called by the chairman of the board at any time and
may be called upon the written request of at least two members of the board of
directors by written notice, telegram or telephone of the time, place and
purpose thereof given at least two days before such meeting to each director,
but action taken at any such meeting shall not be invalidated for want of notice
if such notice shall be waived as hereinafter provided.

                  Section 11. Notices and Mailing. All notices required to be
given by any provision of these by-laws shall state the authority pursuant to
which they are issued (as, "by order of the chairman of the board", or "by
order of the board of directors", or "by order of shareholders", as the case may
be) and shall bear the written or printed signature of the secretary. Every
notice shall be deemed duly served when the same has been deposited in the
United States mail, with postage fully prepaid, plainly addressed to the sendee
at his, her or its last address appearing upon the original or duplicate stock
ledger of this corporation at its registered office in Michigan.

                  Section 12. Waiver of Notice. Notice of the time, place and
purpose of any meeting of the shareholders or of the board of directors, may be
waived by telegram, radiogram, cablegram or other writing, either before or
after such meeting has been held.

                                   ARTICLE II

                                     Quorum.

                  Section 1. Quorum of Shareholders. A majority of the
outstanding shares of this corporation entitled to vote, present by the record
holders thereof in person or by proxy shall constitute a quorum at any meeting
of the shareholders.

                  Section 2. Quorum of Directors. A majority of the directors
shall constitute a quorum, provided that while the

                                       -3-



number of directors shall be more than seven, then and in that event one-third
of the members of the board shall constitute a quorum.

                                   ARTICLE III

                         Voting, Elections and Proxies.

                  Section 1. Who Entitled to Vote. Except as the articles or an
amendment, or amendments, thereto otherwise provide, each shareholder of this
corporation shall, at every meeting of the shareholders, be entitled to one vote
in person or by proxy for each share of capital stock of this corporation held
by such shareholder, subject, however, to the full effect of the limitations
imposed by the fixed record date for determination of shareholders set forth in
Section 2 of this article.

                  Section 2. Record Date for Determination of Shareholders.
Twenty (20) days preceding (a) the date of any meeting of shareholders, (b) the
date for the payment of any dividends, (c) the date for the allotment of rights,
(d) the date when any change or conversion or exchange of capital stock shall go
into effect is hereby fixed as a record date for the determination of the
shareholders entitled to notice of, and to vote at, any such meeting, or
entitled to receive payment of any such dividend, or to any such allotment of
rights, or to exercise the rights in respect of any such change, conversion or
exchange of capital stock, and in such case such shareholders and only such
shareholders as shall be shareholders of record on the date so fixed shall be
entitled to such notice of, and to vote at, such meeting, or to receive payment
of such dividend, or to receive such allotment of rights, or to exercise such
rights, as the case may be, notwithstanding any transfer of any stock on the
books of the corporation or otherwise after any such record date fixed as
aforesaid. Nothing in this section shall affect the rights of a shareholder and
his tranferee or transferor as between themselves.

                  Section 3. Proxies. No proxy shall be deemed operative unless
and until signed by the stockholder and filed with the corporation. In the
absence of limitation to the contrary contained in the proxy, the same shall
extend to all meetings of the shareholders, and shall remain in force three
years from its date, and no longer.

                                       -4-



                  Section 4. Vote by Shareholder Corporation. Any other
corporation owning voting shares in this corporation may vote upon the same by
the president of such shareholder corporation, or by proxy appointed by him,
unless some other person shall be appointed to vote upon such shares by
resolution of the board of directors of such shareholder corporation.

                  Section 5. Inspectors of Election. Whenever any person
entitled to vote at a meeting of the shareholders shall request the appointment
of inspectors, a majority of the shareholders present at such meeting and
entitled to vote thereat shall appoint not more than three inspectors, who need
not be shareholders. If the right of any person to vote at such meeting shall be
challenged, the inspectors shall determine such right. The inspectors shall
receive and count the votes either upon an election or for the decision of any
question and shall determine the result. Their certificate of any vote shall be
prima facie evidence thereof.

                                   ARTICLE IV

                               Board of Directors.

                  Section 1. Number and Term of Directors. The business property
and affairs of this corporation shall be managed by a board of directors
composed of five members, who need not be shareholders. Each director shall hold
office for the term for which he is elected and until his successor is entitled
and qualified.

                  Section 2. Vacancies. Vacancies in the board of directors
shall be filled by appointment made by the remaining directors. Each person so
elected to fill a vacancy shall remain a director until his successor has been
elected by the shareholders, who may make such election at their next annual
meeting or at any special meeting, duly called for that purpose, held prior
thereto.

                  Section 3. Action by Unanimous Written Consent. If and when
the directors shall unanimously consent in writing to any action to be taken by
the corporation, such action shall be as valid corporate action as though it had
been authorized at a meeting of the board of directors.

                  Section 4. Power to Make By-Laws. The board of

                                       -5-



directors shall have power to make and alter any by-law or by-laws including the
fixing and altering of the number of the directors, provided, that the board
shall not make or alter any by-law or by-laws fixing the qualifications,
classifications or term of office of any member or members of the then existing
board.

                  Section 5. Power to Elect Officers. The board of directors
shall elect a chairman of the board, a president, one or more vice-presidents, a
secretary and a treasurer. The chairman of the board, the president and one
vice-president shall be members of the board of directors; no other officers
need be members of the board of directors.

                  Section 6. Power to Appoint Other Officers and Agents. The
board of directors shall have power to appoint such other officers and agents as
the board may deem necessary for transaction of the business of the corporation.

                  Section 7. Removal of Officers and Agents. Any officer or
agent may be removed by the board of directors whenever in the judgment of the
board the business interests of the corporation will be served thereby.

                  Section 8. Power to Fill Vacancies. The board shall have power
to fill any vacancy in any office occurring from any reason whatsoever.

                  Section 9. Delegation of Powers. For any reason deemed
sufficient by the board of directors, whether occasioned by absence or
otherwise, the board may delegate all or any of the powers and duties of any
officer to any other officer or director, but no officer or director shall
execute, acknowledge or verify any instrument in more than one capacity.

                  Section 10. Power to Appoint Executive Committee. The board
of directors shall have power to appoint by resolution an executive committee
composed of two or more directors who, to the extent provided in such
resolution, shall have and exercise the authority of the board of directors in
the management of the business of the corporation between meetings of the
board.

                  Section 11. Power to Require Bonds. The board of directors may
require any officer or agent to file with the corporation a satisfactory bond
conditioned for faithful performance of his duties.

                                       -6-



                  Section 12. Compensation. The compensation of directors,
officers and agents may be fixed by the board.

                                    ARTICLE V

                                    Officers.

                  Section 1. Chairman of the Board. The chairman of the board
shall be selected by, and from the membership of the board of directors. He
shall preside at all meetings of shareholders and of the board of directors. He
shall be the chief executive officer of the corporation. He shall have general
and active management of the business of the corporation and shall see that all
orders and resolutions of the board are carried into effect. He shall be
ex-officio a member of all standing committees and shall have the general powers
and duties of supervision and management usually vested in the chief executive
of a corporation.

                  Section 2. President. The president shall be selected by, and
from the membership of the board of directors. He shall have such duties and
powers as may be delegated to him by the board of directors. He shall perform
the duties and exercise the powers of the chairman of the board during the
absence or disability of the chairman of the board.

                  Section 3. Vice-Presidents. At least one vice-president shall
be chosen from the membership of the board of directors. Such vice-presidents as
are board members, in the order of their seniority, shall perform the duties and
exercise the powers of the president during the absence or disability of the
president.

                  Section 4. Secretary. The secretary shall attend all meetings
of the stockholders and of the board of directors, and of the executive
committee, and shall preserve in books of the company true minutes of the
proceedings of all such meetings. He shall safely keep in his custody the seal
of the corporation and shall have authority to affix the same to all instruments
where its use is required. He shall give all notices required by statute, by-law
or resolution. He shall perform such other duties as may be delegated to him by
the board of directors or by the executive committee.

                  Section 5. Treasurer. The treasurer shall have custody of all
corporate funds and securities and shall keep in

                                       -7-



books belonging to the corporation full and accurate accounts of all receipts
and disbursements; he shall deposit all moneys, securities and other valuable
effects in the name of the corporation in such depositaries as may be designated
for that purpose by the board of directors. He shall disburse the funds of the
corporation as may be ordered by the board, taking proper vouchers for such
disbursements, and shall render to the president, and directors at the regular
meetings of the board, and whenever requested by them, an account of all his
transactions as treasurer and of the financial condition of the corporation. If
required by the board, he shall deliver to the president of the company, and
shall keep in force, a bond in form, amount, and with a surety or sureties
satisfactory to the board, conditioned for faithful performance of the duties
of his office, and for restoration to the corporation in case of his death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and property of whatever kind in his possession or under his control
belonging to the corporation.

                  Section 6. Assistant Secretary and Assistant Treasurer. The
assistant secretary, in the absence or disability of the secretary, shall
perform the duties and exercise the powers of the secretary. The assistant
treasurer, in the absence or disability of the treasurer, shall perform the
duties and exercise the powers of the treasurer.

                  Section 7. Secretary-Treasurer. At the discretion of the board
of directors, the office of Secretary and Treasurer may be held by one person.

                                   ARTICLE VI

                              Stocks and Transfers.

                  Section 1. Certificates for Shares. Every shareholder shall be
entitled to a certificate of his shares signed by the president, or vice
president, and the secretary, or the treasurer or by the assistant secretary or
the assistant treasurer, under the seal of the corporation, certifying the
number and class of shares represented by such certificates, which certificates
shall state the terms and provisions of all classes of shares and, if such
shares are not full-paid, the amount paid; provided, that where such
certificate is signed by a transfer agent or an assistant transfer agent or by a
transfer clerk acting on behalf of such corporation, or by a registrar, the

                                       -8-



signature of any such president, vice-president, secretary, assistant secretary,
treasurer or assistant treasurer, and the seal of the corporation, may be a
facsimile.

                  Section 2. Transferable only on Books of Corporation. Shares
shall be transferable only on the books of the corporation by the person named
in the certificate, or by attorney lawfully constituted in writing, and upon
surrender of the certificate therefor. A record shall be made of every such
transfer and issue. Whenever any transfer is made for collateral security, and
not absolutely, the fact shall be so expressed in the entry of such transfer.

                  Section 3. Registered Shareholders. The corporation shall have
the right to treat the registered holder of any share as the absolute owner
thereof, and shall not be bound to recognize any equitable or other claim to, or
interest in, such share on the part of any other person, whether or not the
corporation shall have express or other notice thereof, save as may be otherwise
provided by the statutes of Michigan.

                  Section 4. Transfer Agent and Registrar. The board of
directors may appoint a transfer agent and a registrar of transfers, and may
require all certificates of shares to bear the signature of such transfer agent
and of such registrar of transfers, or as the board may otherwise direct.

                  Section 5. Regulations. The board of directors shall have
power and authority to make all such rules and regulations as the board shall
deem expedient regulating the issue, transfer and registration of certificates
for shares in this corporation.

                                   ARTICLE VII

                             Dividends and Reserves.

                  Section 1. Declaration of Dividends. Subject to the
provisions of the articles of incorporation and any governing statutes and
regulations, the board of directors shall have power and authority to declare
dividends at any regular or special meetings, pursuant to law.

                  Section 2. Manner of Payment of Dividend. Dividends may be
paid in cash, in property, in obligations of the corporation or in shares of the
capital stock of the corporation.

                                       -9-



                  Section 3. Reserves. The board of directors shall set apart
such reserve or reserves as are required by the articles of incorporation, if
any, shall have power and authority to set apart such additional reserve or
reserves, for any proper purpose, as the board in its discretion shall approve;
and the board shall have power and authority to abolish any reserve created by
the board not specifically provided for in the articles of incorporation.

                                  ARTICLE VIII

                              Right of Inspection.

                  Section 1. Inspection of List of Shareholders. At least ten
days before every election of directors, a complete list of shareholders
entitled to vote at such election shall be open to inspection by any registered
shareholder entitled to vote at such election, provided, that no shareholder
holding less than two per cent (2%) of the outstanding capital stock of the
corporation shall be entitled to exercise such privilege of inspection in
advance of such meeting.

                  Section 2. Inspection of Books of Account and Stock Books. The
books of account and stock books of this corporation shall be open to
inspection at all reasonable times and for any proper purpose by the
shareholders, provided, that no shareholder holding of record in the aggregate
less than two per cent (2%) of the outstanding shares of some one class of stock
of this corporation, and no person, whatever his or her holding who has not
then been a shareholder of record of this corporation for at least three months
prior to making such application shall be permitted to exercise such privilege
of inspection, except pursuant to resolution of the board of directors.

                                   ARTICLE IX

                            Execution of Instruments.

                  Section 1. Checks, etc. All checks, drafts and orders for
payment of money shall be signed in the name of the corporation by such
officers or agents as the board of directors shall from time to time designate
for that purpose.

                  Section 2. Contracts, Conveyances, etc. When the execution of
any contract, conveyance or other instrument has

                                      -10-



been authorized without specification by the executing officers, the president,
or any vice-president, and the secretary, or assistant secretary, may execute
the same in the name and behalf of this corporation and may affix the corporate
seal thereto. The board of directors shall have power to designate the officers
and agents who shall have authority to execute any instrument in behalf of this
corporation.

                                    ARTICLE X

                                  Fiscal Year.

                The fiscal year shall begin the      day of
                       in each year.

                                   ARTICLE XI

                              Amendment of By-Laws.

                  Section 1. Amendments, how effected. These by-laws may be
amended, altered, changed, added to or repealed by the affirmative vote of a
majority of the shares entitled to vote at any regular or special meeting of
the shareholders if notice of the proposed amendment, alteration, change,
addition or repeal be contained in the notice of the meeting, or by the
affirmative vote of a majority of the board of directors at a regular or special
meeting of the board; provided, however, that the board of directors shall not
make or alter any by-laws fixing their qualifications, classifications, or term
of office; provided, also that any by-laws made by the affirmative vote of a
majority of the board of directors as provided herein may be amended, altered,
changed, added to or repealed by the affirmative vote of a majority of the
shares entitled to vote at any regular or special meeting of the shareholders;
and provided further that no change of the date for the annual meeting of
shareholders shall be made within thirty days next before the day on which such
meeting is to be held, unless consented to in writing, or by a resolution
adopted at a meeting, by all shareholders entitled to vote at the annual
meeting.

                                  * * * * * *

                                      -11-



                                  THE PRESIDENT

         Section 8. The president shall be the chief operating officer of the
corporation, with the power to manage the operations of the corporation. He
shall have the powers granted to the chairman of the board in Section 7 of this
Article V and shall have such furether powers as the board of directors may from
time to time by resolution confer upon him. In the absence or refusal to act of
the chairman of the board, the powers of the chairman of the board shall devolve
upon the President.

                               THE VICE PRESIDENTS

         Section 9. In the absence of the president or in the event of his
inability or refusal to act, the vice president (or in the event there be more
than one vice president, the vice presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president. The vice presidents shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

         Section 10. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation ads of the

                                     - 12 -



board of directors in a book to be kept for that purpose and shall perform like
duties for the standing committees when required. He shall give, or cause to be
given, notice of all meetings of the stockholders and special meetings of the
board of directors, and shall perform such other duties as may be prescribed by
the board of directors or chairman of the board, under whose supervision he
shall be. He shall have custody of the corporate seal of the corporation and he,
or an assistant secretary, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by his
signature or by the signature of such assistant secretary. The board of
directors may give general authority to any other officer to affix the seal of
the corporation and to attest the affixing by his signature.

         Section 11. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

         Section 12. The treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the

                                     - 13 -



corporation and shall deposit all moneys and other valuable effects in the name
and to credit of the corporation in such depositories may be designated by the
board of directors.

         Section 13. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

         Section 14. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possesion or under his control belonging to the corporation.

         Section 15. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.

                                     - 14 -



                      ARTICLE VI - CERTIFICATES FOR SHARES

         Section 1. The shares of the corporation shall be represented by a
certificate. Certificates shall be signed by, or in the name of the corporation
by, the chairman of the board of directors, or the president or a vice president
and the treasurer or an assistant treasurer, or the secretary or an assistant
secretary of the corporation.

         If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in Section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face of or
back of the certificate which the corporation shall issue to represent such
class or series of stock, a statement that the corporation will furnish without
charge to each stockholder who so requests the powers, designations, preferences
and relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.

         Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the registered owner
thereof a written notice containing the information required

                                     - 15 -



to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a)
or 218(a) or a statement that the corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences and
relative participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

         Section 2. Any of or all the signatures on a certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

         Section 3. The board of directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall

                                     - 16 -



require and/or to give the corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost, stolen or destroyed.

                                TRANSFER OF STOCK

         Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Upon receipt of proper transfer instructions from the registered owner of
uncertificated shares, such uncertificated shares shall be cancelled and
issuance of new equivalent uncertificated shares or certified shares shall be
made to the person entitled thereto and the transaction shall be recorded upon
the books of the corporation.

                               FIXING RECORD DATE

         Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of
any other lawful action, the board of directors may fix, in advance, a

                                     - 17 -



record date, which shall not be more than sixty nor less than ten days prior to
any other action. A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the board of directors may fix a new record
date for the adjourned meeting.

                             REGISTERED STOCKHOLDERS

         Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws
of Delaware.

                        ARTICLE VII - GENERAL PROVISIONS

                                    DIVIDENDS

         Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be
declared by the board of directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the certificate of incorporation.

                                     - 18 -



         Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                ANNUAL STATEMENT

         Section 3. The board of directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.

                                     CHECKS

         Section 4. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

                                  FISCAL YEAR

         Section 5. The fiscal year of the corporation shall be January 1
through December 31.

                                     - 19 -



                                      SEAL

         Section 6. The corporate seal shall be adopted by the directors.

                                 INDEMNIFICATION

         Section 7. The corporation shall indemnify its officers, directors,
employees and agents to the full extent permitted by the General Corporation Law
of Delaware.

                            ARTICLE VIII - AMENDMENTS

         Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alternation, amendment, repeal or adoption of new
by-laws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal by-laws is conferred upon the board of directors by the
certificate of incorporation, it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.

                                     - 2O -



                                                                       EXHIBIT C

EX-3.33

                                                                 EXHIBIT 3.33

                                                                     FILED

                                                                  APR 15 1985

                                                                     10 AM

                                                               /s/ [ILLEGIBLE]

                                                              SECRETARY OF STATE

                          CERTIFICATE OF INCORPORATION

                                       OF

                           K-H ACQUISITION CORPORATION

                                    * * * * *

                  1. The name of the corporation is

                           K-H ACQUISITION CORPORATION

                  2. The address of its 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 nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.

                  4. The total number of shares of stock which the corporation
shall have authority to issue is one thousand (1,000) and the par value of each
of such shares is One Dollar ($1.00) amounting in the aggregate to One
Thousand Dollars ($1,000.00).

                  5. The name and mailing address of each incorporator is as
follows:



      NAME                              MAILING ADDRESS
      ----                              ---------------
                              
D. A. Hampton                    Corporation Trust Center
                                 1209 Orange Street
                                 Wilmington, Delaware 19801

S. M. Fraticelli                 Corporation Trust Center
                                 1209 Orange Street
                                 Wilmington, Delaware 19801

S. J. Eppard                     Corporation Trust Center
                                 1209 Orange Street
                                 Wilmington, Delaware 19801


                  6. The corporation is to have perpetual existence.



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

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

                  Meetings of stockholders may be held within or without the
State of Delaware, as the by-laws may provide. The books of the corporation may
be kept (subject to any provision contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the board of directors or in the by-laws of the corporation.

                  Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement,

                                        2



the said compromise or arrangement and the said reorganization shall, if
sanctioned by the court to which the said application has been made, be
binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.

                  9. 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.

                  WE, THE UNDERSIGNED, being each of the incorporators
hereinbefore named, for the purpose of forming a corporation pursuant to the
General Corporation Law of the State of Delaware, do make this certificate,
hereby declaring and certifying that this is our act and deed and the facts
herein stated are true, and accordingly have hereunto set our hands this 15th
day of April, 1985.

                                                          /s/ D. A. Hampton
                                                         -----------------------
                                                           D. A. Hampton

                                                          /s/ S. M. Fraticelli
                                                         -----------------------
                                                           S. M. Fraticelli

                                                          /s/ S. J. Eppard
                                                         -----------------------
                                                           S. J. Eppard

                                        3



                                                                    FILED

                                                                 JUL 8 1985

                                                                    10 AM

                                                                /s/[ILLEGIBLE]
                                                              SECRETARY OF STATE

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                            BEFORE PAYMENT OF CAPITAL

                                       OF

                           K-H ACQUISITION CORPORATION

         The undersigned, being the sole director of K-H ACQUISITION
CORPORATION, a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware

         DOES HEREBY CERTIFY:

                  FIRST: That Article 1. of the Certificate of Incorporation be
and it hereby is amended to read as follows:

                  1. The name of the corporation is WESTERN WHEEL HUNTINGTON,
                     INC.

         SECOND: That the corporation has not received any payment for any of
its stock.

         THIRD: That the amendment was duly adopted in accordance with the
provisions of section 241 of the General Corporation Law of the State of
Delaware.

         IN WITNESS WHEREOF, we have signed this certificate this 24th day of
June, 1985.

                                              /s/ Barry J. Miller
                                              ----------------------------------
                                              Barry J. Miller, Sole Director



     STATE OF DELAWARE
    SECRETARY OF STATE
 DIVISION OF CORPORATIONS
FILED 03:00 PM 07/20/1994
   944133970 - 2059359

                            CERTIFICATE OF AMENDMENT

                                     TO THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                         WESTERN WHEEL HUNTINGTON, INC.

         WESTERN WHEEL HUNTINGTON, INC., originally incorporated under the name
"K-H ACQUISITION CORPORATION", a corporation organized and existing under the
General Corporation Law, DOES HEREBY CERTIFY:

         FIRST: The original certificate of incorporation was filed on April 15,
1985, with the Secretary of State of the State of Delaware.

         SECOND: The amendment to the certificate of incorporation set forth
herein was duty adopted in accordance with the provisions of Section 242 of the
General Corporation Law.

         THIRD: Article 1 of the certificate of incorporation is hereby amended
to read in its entirety as follows:

                  1. The name of the corporation is:

                    HAYES WHEELS INTERNATIONAL-INDIANA, INC.

         FOURTH: The certificate of incorporation is further amended to add
thereto Article 10, to read as follows:

                  10. A director of the corporation shall not be personally
         liable to the corporation or its stockholders for monetary damages for
         breach of fiduciary duty as a director except for liability (i) for any
         breach of the director's 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, or (iv) for any
         transaction from which the director derived any improper personal
         benefit.

         IN WITNESS WHEREOF, WESTERN WHEEL HUNTINGTON, INC. has caused this
certificate to be signed by R. Cucuz, its Chairman of the Board of Directors,
and attested by Barry J. Miller, its Assistant Secretary, this     day of July
1994.

                                        WESTERN WHEEL HUNTINGTON, INC.

                                        By: /s/ R. Cucuz
                                            ----------------------------------
                                                R. Cucuz
                                                Chairman of the Board of
                                                Directors

ATTEST:

/s/ Barry J. Miller
- ----------------------------------
Barry J. Miller
Assistant Secretary



                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                   HAYES WHEELS INTERNATIONAL - INDIANA, INC.

         HAYES WHEELS INTERNATIONAL - INDIANA, INC., a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:

         FIRST: The Corporation's Certificate of Incorporation was filed on
April 15,1985, with the Secretary of State of the State of Delaware.

         SECOND: The amendment to the Certificate of Incorporation set forth
herein was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

         THIRD: ARTICLE FIRST of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:

                  FIRST: The name of the Corporation is HAYES LEMMERZ
         INTERNATIONAL - INDIANA, INC.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed in its name and on its behalf and attested on this 7th
day of January, 1998 by duly authorized officers of the Corporation.

                                        HAYES WHEELS INTERNATIONAL -
                                        INDIANA, INC.

                                        By: /s/ William D. Shovers
                                            ------------------------------------
                                            Name:  William D. Shovers
                                            Title: Vice President - Finance

ATTEST:

By: /s/ Patrick B. Carey
    ----------------------------
    Name:  Patrick B. Carey
    Title: Assistant Secretary

                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 10:00 AM 02/09/1998
                                                          981050623 - 2059359



                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                   HAYES LEMMERZ INTERNATIONAL - INDIANA, INC.

         HAYES LEMMERZ INTERNATIONAL - INDIANA, INC., a corporation organized
and existing under the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:

         FIRST: The Corporation's Certificate of Incorporation was filed on
April 15,1985, with the Secretary of the State of Delaware.

         SECOND: The amendment to the Certificate of Incorporation set forth
herein was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

         THIRD: ARTICLE FIRST of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:

                  FIRST: The name of the corporation is HAYES LEMMERZ
         INTERNATIONAL - HUNTINGTON, INC.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed in its name and on its behalf and attested on this
17th day of June, 1999 by duly authorized officers of the Corporation.

                                        HAYES LEMMERZ INTERNATIONAL -
                                        INDIANA, INC.

                                        By: /s/ William D. Shovers
                                            ------------------------------------
                                            Name:  William D. Shovers
                                            Title: Vice President

ATTEST:

By: /s/ Patrick B. Carey
    ----------------------------
    Name:  Patrick B. Carey
    Title: Assistant Secretary

                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 04:30 PM 06/18/1999
                                                          991250249 - 2059359

EX-3.34

                                                                    EXHIBIT 3.34

                         WESTERN WHEEL HUNTINGTON, INC.

                             a Delaware corporation

                                     BY LAWS

                               ARTICLE I - OFFICES

         Section 1. The registered office shall be in the City of Wilmington,
County of New Castle. State of Delaware.

         Section 2. The corporation shall also have offices at 1870 Riverfork
Drive, Huntington. Indiana and at such other places both within and without the
State of Delaware as the board of directors may from time to time determine or
the business of the corporation may require.

                      ARTICLE II - MEETINGS OF STOCKHOLDERS

         Section 1. All meetings of the stockholders for the election of
directors shall be held in the City of Huntington, State of Indiana, at such
place as may be fixed from time to time by the board of directors, or at such
other place either within or without the State of Delaware as shall be
designated from time to time by the board of directors and stated in the notice
of the meeting. Meetings of stockholders for any other purpose may be held at
such time and place, within or without the State of Delaware, as shall be stated
in the notice of the meeting or in a duty executed waiver of notice thereof.

         Section 2. Annual meetings of stockholders shall be held on the first
Thursday in June, if not a legal holiday, and if a legal holiday, then on the
next secular day following, at 2:00 p.m. or at such other date and time as
shall be designated from time to time by the board of directors and stated



in the notice of the meeting, at which they shall elect by a plurality vote a
board of directors, and transact such other business as may properly be brought
before the meeting.

         Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting as provided by law.

         Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

         Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the chairman of the board and shall be called by
him or the secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

         Section 6. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than nor more

                                      - 2 -



than five days before the date of the meeting, to each stockholder entitled to
vote at such meeting.

         Section 7. Business transacted at any special meeting of stockholders
shall he limited to the purposes stated in the notice.

         Section 8. The holders of the stock issued and outstanding and entitled
to vote thereat, present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the certificate of incorporation.
If, however, such quorum shall not be present or represented at any meeting of
the stockholders, the stockholders entitled to vote thereat, present in person
or represented by proxy, shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

         Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required, in which case
such express provision shall govern and control the decision of such question.

         Section 10. Each stockholder shall at every meeting of the stockholders
be entitled to one vote in person or by proxy for each share of the capital
stock having voting power held by such

                                      - 3 -



stockholder, but no proxy shall be voted on after three years from its date,
unless the proxy provides for a longer period.

         Section 11. Any action required to be taken at any annual or special
meeting of stockholders of the corporation, or any action which may be taken at
any annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.

                             ARTICLE III - DIRECTORS

         Section 1. Upon the resignation of the sole director appointed by the
incorporators, the number of directors which shall constitute the whole board
shall be 3. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each director
elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

         Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner

                                      - 4 -



provided by statute. If, at the time of filling any vacancy or any newly created
directorship, the directors then in office shall constitute less than a majority
of the whole board (as constituted immediately prior to any such increase), the
Court of Chancery may, upon application of any stockholder or stockholders
holding at least ten percent of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order an
election to be held to till any such vacancies or newly created directorships,
or to replace the directors chosen by the directors then in office.

         Section 3. The business of the corporation shall be managed by or under
the direction of its board of directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the certificate of incorporation or by these by-laws directed or required to
be exercised or done by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

         Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special

                                      - 5 -



meetings of the board of directors, or as shall be specified in a written waiver
signed by all of the directors.

         Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.

         Section 7. Special meetings of the board may be called by the president
on 3 days' notice to each director, either personally or by mail or by telegram;
special meetings shall be called by the chairman of the board or the secretary
in like manner and on like notice on the written request of two directors unless
the board consists of only one director, in which case special meetings shall be
called by the chairman of the board or secretary in like manner and on like
notice on the written request of the sole director.

         Sections 8. At all meetings of the board, a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute. If a quorum shall not be present at any
meeting of the board of directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

         Section 9. Any action required or permitted to be taken at any meeting
of the board of directors or of any committee thereof may be taken without a
meeting, if all members of the board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the board or committee.

         Section 10. Members of the board of directors, or any committee
designated by the board of directors, may participate in a meeting of the board
of directors, or any committee, by means of

                                      - 6 -



conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at the meeting.

                             COMMITTEES OF DIRECTORS

         Section 11. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.

         In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the board of directors to act at the meeting in the place of
any such absent or disqualified member.

         Any such committee, to the extent provided in the resolution of the
board of directors, shall have and may exercise all of the powers and authority
of the board of directors in the management of the corporation, and may
authorize the seal of the of the corporation to be affixed to all papers which
may require it, but no such committee shall have power or authority in reference
to amending the certificate of incorporation (except that a committee may, to
the extent authorized in the resolution or resolutions providing for the
issuance of shares of stock adopted by the board of directors as provided in
Section 151(a) of the General Corporation Law, fix any of the preferences or
rights of such shares relating to dividends, redemption, dissolution, any
distribution of assets of the corporation or the conversion into, or the
exchange of such shares for, shares of any other class

                                      - 7 -



or classes or any other series of the same or any other class or classes of
stock of the corporation), adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommending to the
stockholders a dissolution of the corporation or a revocation of a dissolution
or amending the by-laws of the corporation; and, unless the resolution or the
certificate of incorporation expressly so provide, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock or to adopt a certificate of ownership and merger. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the board of directors.

         Section 12. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.

                            COMPENSATION OF DIRECTORS

         Section 13. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall leave the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                      - 8 -



                              REMOVAL OF DIRECTORS

         Section 14. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any director or the entire board of directors
may be removed, with or without cause, by the holders of a majority of shares
entitled to vote at an election of directors.

                              ARTICLE IV - NOTICES

         Section 1. Whenever, under the provision of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.

         Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                              ARTICLE V - OFFICERS

         Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be a president, a vice president, a secretary and a
treasurer. The board of directors may also choose additional vice presidents,
and one or more assistant secretaries and assistant treasurers. Any

                                      - 9 -



number of offices may be held by the same person, unless the certificate of
incorporation or these by-laws otherwise provide.

         Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a chairman of the board, a
president, one or more vice presidents, a secretary and a treasurer.

         Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

         Section 4. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.

                            THE CHAIRMAN OF THE BOARD

         Section 5. The chairman of the board shall preside at all meetings of
the stockholders and the board of directors.

                                  THE PRESIDENT

         Section 6. The president shall be the chief executive officer of the
corporation, shall have general and active management of the business of the
corporation, shall see that all orders and resolutions of the board of directors
are carried into effect and shall execute bonds, mortgages and other contracts
in the name and on behalf of the corporation, except where the execution thereof
shall

                                     - 10 -



be expressly delegated by the board of directors to some other officer or agent
of the corporation. He shall havesuch further powers as the board of directors
may from time to time by resolution confer upon him. In the absence or refusal
to act of the chairman of the board, the powers of the chairman of the board
shall devolve upon the president.

                               THE VICE PRESIDENTS

         Section 7. In the absence of the president or in the event of his
inability or refusal to act, the vice president (or in the event there be more
than one vice president, the vice presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all of the restrictions on the
president. The vice presidents shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

         Section 8. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
chairman of the board, under whose supervision he shall be. He shall have
custody of the corporate seal of the corporation and he, or an assistant
secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be

                                     - 11 -



attested by his signature or by the signature of such assistant secretary. The
board of directors may give general authority to any other officer to affix the
seal of the corporation and to attest the affixing by his signature.

         Section 9. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

         Section 10. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.

         Section 11. The treasurer shall disburse the funds of the corporation
as may be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

         Section 12. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death,

                                     - 12 -



resignation, retirement or removal from office of all books, papers, vouchers,
money and other property of whatever kind in his possession or under his control
belonging to the corporation.

         Section 15. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.

                      ARTICLE VI - CERTIFICATES FOR SHARES

         Section 1. The shares of the corporation shall be represented by
certificates. Certificates shall be signed by, or in the name of the corporation
by, the chairman of the board of directors, or the president or a vice
president and the treasurer or an assistant treasurer, or the secretary or an
assistant secretary of the corporation.

         If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in Section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which the corporation shall issue to represent such class or
series of stock, a statement that the corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences

                                     - 13 -



and relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.

         Section 2. Any of or all the signatures on a certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

         Section 3. The board of directors may direct a new certificate or
certificates representing shares to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

                                     - 14 -



                                TRANSFER OF STOCK

         Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                               FIXING RECORD DATE

         Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.

                             REGISTERED STOCKHOLDERS

         Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and

                                     - 15 -



shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by the laws
of Delaware.

                        ARTICLE VII - GENERAL PROVISIONS

         Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

         Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                   FISCAL YEAR

         Section 3. The fiscal year of the corporation shall be February 1
through January 31.

                                      SEAL

         Section 4. The corporate seal shall be adopted by the directors.

                                     - 16 -



                                 INDEMNIFICATION

         Section 5. The corporation shall indemnity its officers, directors,
employees and agents to the full extent permitted by the General Corporation Law
of Delaware.

                            ARTICLE VIII - AMENDMENTS

         Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
by-laws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal by-laws is conferred upon the board of directors by the
certificate of incorporation, it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.

                                     - 17 -

EX-3.35

                                                                    EXHIBIT 3.35

                                                                        FILED
                                                                     SEP 29 1998
                                                                            2 PM

                                                              SECRETARY OF STATE

                          CERTIFICATE OF INCORPORATION
                                       OF
                         ASAHI MOTOR WHEEL COMPANY, INC.

                               A CLOSE CORPORATION
                          ORGANIZED UNDER THE LAWS OF
                             THE STATE OF DELAWARE,
                            UNITED STATES OF AMERICA

                  The undersigned, for the purpose of incorporating and
organizing a close corporation under the General Corporation Law of the State of
Delaware, do hereby certify as follows:

                  FIRST: The name of the corporation (the "Corporation") is
Asahi Motor Wheel Company, Inc.

                  SECOND: The address of the Corporation's registered office in
the State of Delaware is 1209 Orange Street, City of Wilmington, County of New
Castle. The name of the Corporation's registered agent 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.

                  FOURTH: (a) The total number of shares of capital stock which
the Corporation shall have authority to issue is 20,000 shares of Common Stock
of the par value of $.01 per share (the "Shares"), which shall consist of 10,000
Shares denominated Series A Shares, 8,000 Shares denominated Series B Shares and
2,000 Shares denominated Series C Shares.


                  (b) (i) Each Series A Share, Series B Share or Series C Share
shall be equal to every other Share in all respects and, except for the election
of Directors as provided in Paragraph (b)(ii) of this Article, each holder of
Shares shall be entitled to one vote per Share on all matters presented to the
stockholders of the Corporation.

                      (ii) The number of Directors of the Corporation shall be
eight. At each meeting of stockholders at which all of the members of the Board
of Directors are to be elected, the holders of a majority of the Series A
Shares, voting separately, shall elect four Directors, the holder of a majority
of the Series B Shares, voting separately, shall elect three Directors, and the
holders of a majority of the Series C Shares, voting separately, shall elect one
Director. Any Director so elected may be removed, whether or not for cause, only
by the vote of the holders of a majority of the Series A Shares, Series B Shares
or Series C Shares, as the case may be, which elected such person as a Director.
Vacancies on the Board of Directors among the Directors so elected, whether
resulting from removal, resignation, death or otherwise, shall be filled by the
holders of a majority of the Series A Shares, Series B Shares or Series C
Shares, as the case may be, which elected such person who is no longer a member
of the Board of Directors. Such vacancies shall be filled by the vote of the
holders if a majority of the Series A Shares, Series B Shares or Series C
Shares, as the case may be, at an annual or special

                                       -2-



meeting of stockholders or pursuant to a written action signed by all of the
holders of such Series A Shares, Series B Shares or Series C Shares, as the case
may be, and delivered to the Corporation and the other stockholders at any time
after any such vacancy shall arise.

                  (c) There shall not be more than ten holders of record of the
Shares, and the classes of persons who shall and shall not be entitled to be
holders of Shares shall be as set forth in Paragraph (d) of this Article.

                  (d) No person shall be entitled to be a holder of the Shares
except Motor Wheel Corporation, an Ohio corporation ("MWC"), Asahi Malleable
Iron Co., Ltd., a Japanese company ("AMI"), Toyo Menka Kaisha, Ltd., a Japanese
company ("TMKL"), Toyomenka (America) Inc., a New York corporation and a
wholly-owned subsidiary of TMKL ("TMI") (TMKL and TMI are collectively referred
to herein as "TMK"), a Permitted Transferee of MWC, AMI or TMK, as the case may
be, which I becomes and remains a Permitted Transferee in accordance with the
provisions of Paragraph (e) of this Article, and any person, other than a
Permitted Transferee, to which a Transfer is made in accordance with Paragraph
(f) of this Article. Except as provided in Paragraphs (e), (f) or (g) of this
Article, no stockholder shall (i) sell, assign or: otherwise transfer or dispose
of any Shares, either voluntarily or by operation of law, or (ii) mortgage,
pledge or hypothecate or create a lien, charge, encumbrance or security interest
with

                                       -3-



respect to any Shares other than in connection with borrowings incurred by a
stockholder in order to finance the acquisition of the Shares or in order to
secure a loan to NEWCO (any such action described in clauses (i) or (ii) being
herein referred to as a "Transfer"). No Transfer of any Share in violation of
any provision of this Certificate of Incorporation shall be effective to pass
any title to, or create any interest in favor of, any other person with respect
to such Share, and the Corporation or any stockholder which did not effect or
attempt to effect such Transfer shall be entitled to seek to enjoin or have such
Transfer set aside.

                  (e) The provisions of Paragraph (d) of this Article shall not
apply to a Transfer resulting from the consolidation of a stockholder with, the
merger of a stockholder into or the sale or assignment of all but not less than
all of such stockholder's Shares to an Affiliate of such stockholder (any
transferee permitted under the provisions of this Paragraph (e) being herein
referred to as a "Permitted Transferee"), provided that (A) immediately upon
such Transfer, such Permitted Transferee shall become, by an instrument in form
and substance satisfactory to the holders of the issued and outstanding Shares
of which the Permitted Transferee is not a holder (the "Other Stockholders"),
jointly and severally liable with respect to all of the obligations of the
stockholder effecting the Transfer referred to herein (the "Transferring
Stockholder") under the Joint Venture Agreement entered into

                                       -4-



pursuant to Section 350 or 354 of the General Corporation Law of the State of
Delaware (the "Joint Venture Agreement") to which the stockholders are
signatories or by which they are bound and shall agree to be bound by all of the
terms and conditions of such Joint Venture Agreement; (B) upon any such
Transfer, the Transferring Stockholder shall not be discharged from any of its
liabilities and obligations to the Corporation or the Other Stockholders under
any Joint Venture Agreement and shall remain jointly and severally liable with
such Permitted Transferee thereunder (and the Transferring Stockholder shall
execute and deliver to the Other Stockholders an instrument satisfactory to the
Other Stockholders evidencing such liability); and (C) such Permitted Transferee
shall continue at all times thereafter to be an Affiliate of the original
Transferring Stockholder and if at any time such relationship of the Permitted
Transferee shall cease, the Corporation or the Other Stockholders shall
thereupon be entitled to enjoin or to have set aside any Transfer contrary to
the foregoing provisions of this Article.

              (f) (i) MWC shall not Transfer its Shares to a third party except
as provided in this Paragraph (f)(i). If MWC desires to Transfer all of its
Shares to any third party, it shall first offer in writing such Shares to each
of AMI and TMK, in proportion to their respective ownership of Shares (or such
other proportion as AMI and TMK may agree), specifying the full name and address
of the third party to whom MWC desires to

                                       -5-



Transfer all of its Shares and a description of the proposed terms and
conditions of such Transfer. Such written offer shall specify a cash price
and other terms at which MWC will agree to sell such Shares to AMI and TMK. MWC,
AMI and TMK shall thereupon bargain in good faith with respect to such offer for
a period of not more than ninety (90) calendar days following such offer. If
either AMI or TMK reaches an agreement with MWC to purchase such Shares from MWC
on terms that are unacceptable to the other party, either AMI or TMK may
purchase MWC's Shares without the participation of such other party. If at the
expiration of such 90-day period MWC, AMI and TMK shall not have reached
agreement on the terms of such sale, then MWC shall have the right to make a
bona fide Transfer of such Shares to the specified third party, and only such
third party, provided, that no such Transfer to any third party shall be
permitted hereby unless made at a cash price and on terms which are no more
favorable to the third party than shall have been offered to AMI and TMK and
that the transferee agrees to be bound by the provisions of this Paragraph
(f)(i) and the Joint Venture Agreement.

                           (ii) AMI shall not Transfer its Shares to a third
party except as provided in this Paragraph (f)(ii). If AMI desires to Transfer
all of its Shares to any other third party, it shall first offer in writing such
Shares to MWC, specifying the full name and address of the third party to whom
AMI desires to Transfer all of its Shares and a description of the

                                       -6-



proposed terms and conditions of such Transfer. Such written offer shall specify
a cash price and other terms at which AMI will agree to sell such Shares to MWC.
AMI shall thereupon bargain in good, faith with MWC with respect to such offer
for a period of not more than sixty (60) calendar days following such offer. If
at the expiration of such 60-day period AMI and MWC shall not have reached
agreement on the terms of such sale, then AMI shall offer such Shares to TMK at
the most favorable cash price and terms which had been offered to MWC. If, at
the expiration of thirty (30) calendar days after TMK has received such offer,
TMK has not accepted such offer, then AMI shall have the right to make a bona
fide Transfer of such Shares to the specified third party, and only such third
party, provided that no such Transfer to any third party shall be permitted
hereby unless made on terms which are no more favorable to the third party than
shall have been offered to MWC and TMK and that the transferee agrees to be
bound by this Paragraph (f)(ii) and the Joint Venture Agreement.

                           (iii) TMK shall not Transfer its Shares to a third
party except as provided in this Paragraph (f)(iii). If TMK desires to Transfer
all of its Shares to any other third party, it shall first offer in writing such
Shares to AMI, specifying the full name and address of the third party to whom
TMK desires to Ttansfer all of its Shares and a description of the proposed
terms and conditions of such Transfer. Such written offer shall specify a cash
price and other terms at

                                       -7-



which TMK will agree to sell such Shares to AMI. TMK shall thereupon bargain in
good faith with AMI with respect to such offer for a period of not more than
sixty (60) calendar days following such offer. If at the expiration of such
60-day period TMK and AMI shall not have reached agreement on the terms of such
sale, then TMK shall offer such Shares to MWC at the most favorable cash price
and terms which had been offered to AMI. If, at the expiration of thirty (30)
calendar days after MWC has received such offer, MWC has not accepted such
offer, then TMK shall have the right to make a bona fide Transfer of such Shares
to the specified third party, and only such third party, provided that no such
Transfer to any third party shall be permitted hereby unless made on terms which
are no more favorable to the third party than shall have been offered to AMI and
MWC and that the transferee agrees to be bound by this Paragraph (f)(iii) and
the Joint Venture Agreement.

                  (g) Commencing on a date three years from the Effective Date,
if and only if there is a deadlock among the parties, notwithstanding good faith
discussion for a period of thirty (30) calendar days among all parties concerned
and good faith discussion in two consecutive meetings of the holders of Shares,
MWC and AMI shall each have the right during the continuation of such deadlock
to purchase the Shares held by the other upon delivery of a formal purchase
offer (a "Formal Purchase Offer") to the other. Every Formal Purchase Offer

                                       -8-



must be irrevocable and must state the cash purchase price to be paid for the
seller's Shares at a closing to take place within twenty (20) Business Days
after acceptance of such Formal Purchase Offer. Every Formal Purchase Offer must
also include, separately from the cash purchase price, specific undertakings, to
become effective at the closing of the purchase, providing for the immediate and
complete (i) payment of all debts of the Corporation owed to the seller or its
Affiliates or representatives whether or not such debts are then due and payable
(the "Debt Payment"), and (ii) discharge, release and cancellation (including,
as attachments, the form of written consents or releases from third parties that
must be executed, delivered, and effective as a condition precedent to the
consummation of the proposed purchase, if such consents or releases are
necessary to effect such discharge, release and cancellation) of all guarantees
and obligations and assumption of all liabilities entered into or incurred by
seller or its Affiliates or representatives in its or their capacity as
stockholder, guarantor, director, officer, employee, agent or representative of
the Corporation or entered into or incurred by it or them on behalf of, or for
the benefit of, the Corporation (the "Release and Assumption Documents"). A
Formal Purchase Offer may be accepted at any time by written notice from the
party to whom it is addressed, and the first Formal Purchase Offer shall be
deemed accepted for all purposes by the party to whom it is addressed at the
close of business on the

                                       -9-



twenty-fifth (25th) Business Day following the date it was received by such
party, unless such party shall have theretofore delivered its own Formal
Purchase Offer to the party who sent the first Formal Purchase Offer. Such
second Formal Purchase Offer shall state a cash purchase price at least 5%
greater than the cash purchase price stated in the first Formal Purchase Offer.
In such event the first Formal Purchase Offer shall be deemed cancelled and the
party which delivered the first Formal Purchase Offer shall have ten (10)
Business Days during which it may decide to accept the second Formal Purchase
Offer or to submit a further Formal Purchase Offer stating a cash purchase price
at least 5% greater than the cash purchase price stated in the second Formal
Purchase Offer. If the party which received the second Formal Purchase Offer has
neither accepted the second Formal Purchase Offer nor submitted a further Formal
Purchase Offer by the close of business on the tenth (10th) Business Day
following the date the second Formal Purchase Offer was received, such party
shall be deemed to have accepted for all purposes the second Formal Purchase
Offer. The process of submitting Formal Purchase Offers (each stating a cash
purchase price at least 5% greater than the cash purchase price in the then
pending Formal Purchase Offer) shall continue thereafter (with the delivery of
each further Formal Purchase Offer effecting the cancellation of the then
pending Formal Purchase Offer) until one party shall have accepted a Formal
Purchase Offer either by explicit

                                      -10-



acceptance or by failure to submit a further Formal Purchase Offer before the
close of business on the tenth (10th) Business Day following receipt of the
Formal Purchase Offer then pending. The party which becomes the seller shall
cooperate fully in the preparation and execution of documents reasonably
required to permit the closing of the sale of its Shares to the other party. The
party which becomes the purchaser shall deliver at the closing the cash purchase
price, the Debt Payment and the Release and Assumption Documents provided for in
the Formal Purchase Offer that has been accepted or deemed accepted by the
seller. If such purchaser fails to deliver such payments and documents at the
closing (a "Defaulting Purchaser"), then the other party shall have the right
(which must be exercised in writing in a document delivered to the Defaulting
Purchaser within ten (10) Business Days) to compel a sale by the Defaulting
Purchaser of the Defaulting Purchaser's Shares in the manner and on the terms
that would have been required if the Defaulting Purchaser had accepted a formal
Purchase Offer which included a cash purchase price 10% lower than the cash
purchase price that was to have been paid at the closing at which it defaulted.
If such right to purchase at a 10% lower price is exercised, it shall be to the
exclusion of other remedies the party exercising such right might have had
against the Defaulting Purchaser. For purposes of this Paragraph (g), AMI shall
be deemed to be the owner of Shares held by TMK; provided, however, that if AMI
is the seller, MWC

                                      -11-



shall pay the cash purchase price to each of AMI and TMK in proportion to their
respective Share ownership, shall deliver the Debt Payment to such of AMI and
TMK as shall be entitled to receive it and shall deliver executed Release and
Assumption Documents for each of AMI and TMK.

                  (h) No stockholder effecting a Transfer permitted by
Paragraphs (e), (f) or (g) of this Article shall be relieved of any of its
liabilities and obligations to the Corporation or to the Other Stockholders
which arose or accrued prior to the effective date of such Transfer.

                           (i) All of the Corporation's issued Shares, exclusive
of treasury Shares, shall be represented by certificates and the following
legends shall be conspicuously noted on each certificate:

                  "THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO, AND
                  ARE TRANSFERRABLE ONLY UPON COMPLIANCE WITH, THE RESTRICTIONS
                  ON TRANSFER CONTAINED IN THE CERTIFICATE OF INCORPORATION, A
                  COPY OF WHICH IS ON FILE WITH THE SECRETARY OF STATE OF THE
                  STATE OF DELAWARE, AND THE RESTRICTIONS ON TRANSFER CONTAINED
                  IN A JOINT VENTURE AGREEMENT DATED AS OF OCTOBER 2, 1988. THE
                  CERTIFICATE OF INCORPORATION PROVIDES THAT THE TOTAL NUMBER OF
                  HOLDERS OF RECORD OF THE SHARES OF COMMON STOCK OF THE
                  CORPORATION SHALL NOT BE MORE THAN 10. THE CORPORATION WILL
                  MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE
                  CERTIFICATE OF INCORPORATION AND SUCH JOINT VENTURE AGREEMENT
                  WITHOUT CHARGE WITHIN FIVE (5) DAYS AFTER RECEIPT OF WRITTEN
                  REQUEST THEREFOR ADDRESSED TO THE CORPORATION."

                  (j) The Corporation shall not make fin offering of any Shares
which would constitute a "public offering" within the meaning of the United
States Securities Act of 1933, as it may be amended from time to time.

                                      -12-



                  (k) As used in this Article FOURTH, the following terms shall
have the meanings set forth below:

                  "Affiliate" of a person means any person controlling,
         controlled by, or under common control with such person.

                  "Business Day" shall mean any day of the year which is not a
         Saturday, a Sunday or a holiday on which the Federal Reserve Banks in
         the United States are closed.

                  "Effective Date" shall have the same meaning assigned to it in
         the Joint Venture Agreement.

                  "person" shall mean an individual, firm, trust, association,
         corporation, partnership, government (whether sovereign, federal,
         state, provincial, local or other political subdivision, or any agency
         or bureau of any of them), or other entity.

                  (1) Notwithstanding any other provisions of this Certificate
of Incorporation or the By-Laws of the Corporation or any provision of law which
might otherwise permit a lesser vote, in addition to any affirmative vote of the
holders of any particular class or a series of Shares required by law or this
Certificate of Incorporation, the affirmative vote of holders of all of the
issued and outstanding capital stock of the Corporation shall be required to
alter, amend, repeal or adopt any provision inconsistent with this Article
FOURTH.

                  FIFTH: To the full extent permitted by the General Corporation
Law of the State of Delaware or any other applicable laws presently or
hereafter in effect, no Director

                                      -13-



of the Corporation shall be personally liable to the Corporation or its
stockholders for or with respect to any acts or omissions in the performance of
his or her duties as a Director of the Corporation. Any repeal or modification
of this Article FIFTH shall not adversely affect any right or protection of a
Director of the Corporation existing immediately prior to such repeal or
modification.

                  SIXTH: Each person who is or was or had agreed to become a
Director or officer of the Corporation, or each such person who is or was
serving or who had agreed to serve at the request of the Board of Directors or
an officer of the Corporation as an employee or agent of the Corporation or as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise (including the heirs, executors,
administrators or estate of such person), shall be indemnified by the
Corporation to the full extent permitted by the General Corporation Law of the
State of Delaware or any other applicable laws as presently or hereafter in
effect. Without limiting the generality or effect of the foregoing, the
Corporation may enter into one or more agreements with any person which provide
for indemnification greater or different than that provided in this Article. No
amendment to or repeal of this Article SIXTH shall apply to or have any effect
on the right to indemnity permitted or authorized hereunder for or with respect
to claims asserted before or after such amendment or repeal arising from acts or

                                      -14-



omissions occurring in whole or in part before the effective date of such
amendment or repeal. The Corporation may, but shall not be obligated to,
maintain insurance, at its expense, for its benefit in respect of such
indemnification and that of any such person whether or not the Corporation would
otherwise have the power to indemnify such person.

                  SEVENTH: The Corporation reserves the right at any time and
from time to time to amend, alter, change or repeal any provision contained in
this Certificate of Incorporation, 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 now or hereafter prescribed herein or by applicable law; and all rights,
preferences and privileges of whatsoever nature conferred upon stockholders,
directors or any other persons whomsoever by and pursuant to this Certificate of
Incorporation in its present form or as hereafter amended are granted subject
to this reservation.

                  EIGHTH: Notwithstanding any provision of law which might
otherwise permit a lesser vote, in addition to any affirmative vote of the
holders of any particular class or a series of shares required by law or this
Certificate of Incorporation, the affirmative vote of holders of at least
two-thirds of the Corporation's Shares, voting as a single class, shall be
required to alter, amend, or repeal any provision of this Certificate of
Incorporation, except where the provisions of this Certificate of Incorporation
shall

                                      -15-



require a different or greater vote, in which case such requirements for a
different or greater vote shall govern.

                  NINTH: The name and mailing address of the incorporator is
Gary D. Begeman, 1900 Huntington Center, 41 South High Street, Columbus, Ohio
43215.

                  TENTH: The names and mailing addresses of the persons who are
to serve as the Directors of the Corporation until the first annual meeting of
stockholders or until their successors are elected and qualified is as follows:



       NAME                              MAILING ADDRESS
       ----                              ---------------
                                     
Joseph C. Overbeck                      4000 Collins Road
                                        Lansing, MI 48910

Alton N. McCotter                       4000 Collins Road
                                        Lansing, MI 48910

Douglas v, Switzer                      4000 Collins Road
                                        Lansing, MI 48910

Richard W. Tuley                        4000 Collins Road
                                        Lansing, MI 48910

Shigesaburo Asai                        547-1 Horinouchi
                                        Kikugawa-cho
                                        Shizuoka, Japan

Tatsuo Egusa                            Lake Center Plaza, Suite 214N
                                        1699 Wall Street
                                        Mt. Prospect, IL 60056

Tetsuya Otsuka                          547-1 Horinouchi
                                        Kikugawa-cho
                                        Shizuoka, Japan

John R. Fennell                         444 Market Street
                                        10th Floor
                                        San Francisco, CA 94114


                                      -16-



                  IN WITNESS WHEREOF, I the undersigned, being the incorporates
hereinabove named, do hereby execute this Certificate of Incorporation this 28th
day of September, 1988.

                                               /s/ Gary D. Begeman
                                               --------------------------------
                                               Gary D. Begeman

                                      -17-



    STATE OF DELAWARE
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 10/05/1992
   922825028 - 2174088

                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                        ASAHI MOTOR WHEEL COMPANY. INC.

         Pursuant to Section 242(1) and (b)(1) of the General Corporation Law of
Delaware and the SEVENTH and EIGHT Articles of the Certificate of Incorporation,
the undersigned Corporation executes this Certificate of Amendment to its
Certificate of Incorporation:

         FIRST: That by written unanimous consent, the Board of Directors of
Asahi Motor Wheel Company, Inc., adopted the following Resolution setting forth
a proposed amendment to the Certificate of Incorporation and directing that such
proposed Amendment be submitted to the Shareholders of the Corporation for their
written consent. The Resolution setting forth the proposed Amendment is as
follows:

         RESOLVED, that the FIRST Article of the Certificate of Incorporation
         filed September 29, 1988, in the office of the Secretary of State of
         the State of Delaware, be amended to read in its entirety as follows:

                  FIRST: The name of the Corporation (the "Corporation") is:
                  Aluminum Wheel Technology, Inc.

         RESOLVED, that the foregoing Amendment be submitted to a vote of the
         Shareholders of the Corporation for their approval with the affirmative
         recommendation of the Board of Directors that such Amendment be
         approved;

         RESOLVED, that, upon approval of the foregoing Amendment by the
         Shareholders of the Corporation, the officers of the Corporation are
         hereby authorized and directed to cause to be executed and



         filed with the appropriate government authorities, Certificate of
         Amendment in the form attached to this Resolution;

         RESOLVED, that upon approval of the foregoing Amendment by the
         Shareholders of the Corporation, and the filing of Certificate of
         Amendment with appropriate governmental authorities, that the officers
         thereupon take all further action that is necessary to effect the
         change of name of the Corporation so that customers, vendors and the
         public generally will be aware that the name of the Corporation has
         been changed to Aluminum Wheel Technology, Inc., and that the trademark
         of the Corporation will be "Alumitech".

Executed: June 26, 1992                /s/ Joseph C. Overbeck
                                       --------------------------------------
                                       JOSEPH C. OVERBECK, DIRECTOR

Executed: June 26, 1992                /s/ Alton N. McCotter
                                       --------------------------------------
                                       ALTON N. McCOTTER, DIRECTOR

Executed: June 26, 1992                /s/ Douglas V. Switzer
                                       --------------------------------------
                                       DOUGLAS V. SWITZER, DIRECTOR

Executed: June 26, 1992                /s/ Richard W. Tuley
                                       --------------------------------------
                                       RICHARD W. TULEY, DIRECTOR

Executed: July 5, 1992                 /s/ Shiqesaburo Asai
                                       --------------------------------------
                                       SHIGESABURO ASAI, DIRECTOR

Executed: July 5, 1992                 /s/ Tatsuo Egusa
                                       --------------------------------------
                                       TATSUO EGUSA, DIRECTOR

Executed: July 5, 1992                 /s/ Tetsuya Otsuka
                                       --------------------------------------
                                       TETSUYA OTSUKA, DIRECTOR

Executed: July 17, 1992                /s/ Jon Gardner
                                       --------------------------------------
                                       JON GARDNER, DIRECTOR



         SECOND: That thereafter pursuant to the Resolution of the Board of
Directors of the Corporation, such Amendment was submitted to all of the
Shareholders of the Corporation holding all of the outstanding stock for their
written consent and unanimous consent thereto was given by the adoption of the
following Resolution:

         RESOLVED, that the recommendation of the Board of Directors of Asahi
         Motor Wheel Company, Inc., recommending that the name of the
         corporation be changed, be and is hereby approved and ratified;

         RESOLVED, that in compliance with the present Certificate of
         Incorporation, the undersigned as owners of 100% of the outstanding
         stock in the Corporation do hereby authorize the amendment of the FIRST
         Article of the Certificate of Incorporation filed September 29, 1988,
         in the Office of the Secretary of State of the State of Delaware to be
         amended in its entirety so that it will read as follows:

                  FIRST: The name of the Corporation (the "Corporation") is:
                  Aluminum Wheel Technology, Inc.

         RESOLVED, that the officers of the Corporation are hereby authorized
         and directed to cause to be executed and filed with the appropriate
         governmental authorities, Certificate of Amendment in the form attached
         to this Resolution;

         RESOLVED, that upon approval of the foregoing Amendment by the
         Shareholders of the Corporation, and the filing of the Certificate of
         Amendment with appropriate governmental authorities, that the officers
         thereupon take all further action that is necessary to effect the
         change of the name of the Corporation so that customers, vendors and
         the public generally will be aware that the name of the Corporation has
         been changed to Aluminum Wheel Technology, Inc. and that the trademark
         will be "Alumitech".

                                    MOTOR WHEEL CORPORATION,
                                    SHAREHOLDER

Executed: July 24, 1992                   By: /s/ Joseph C. Overbeck
                                              ----------------------------------
                                              JOSEPH C. OVERBECK, PRESIDENT



                                              ASAHI TEC CORPORATION,
                                              SHAREHOLDER

Executed: July 24, 1992                   By: /s/ Ichinosuke Oka
                                              ----------------------------------
                                              ICHINOSUKE OKA, PRESIDENT

                                              TOMEN CORPORATION,
                                              SHAREHOLDER

Executed: August 4, 1992                  By: /s/ Yasuo Matsukawa
                                              ----------------------------------
                                              YASUO MATSUKAWA,
                                              EXECUTIVE VICE-PRESIDENT

                                              TOMEN AMERICA, INC.,
                                              SHAREHOLDER

 Executed: August 14, 1992                By: /s/ Kazuo Miyaoka
                                              ----------------------------------
                                              KAZUO MIYAOKA, PRESIDENT

         THIRD: That pursuant to the applicable provisions of the Corporate law
of the State of Delaware, the state of incorporation, and the requirements of
the Certificate of Incorporation heretofore adopted and filed in the office of
the Secretary of State of the State of Delaware on September 29, 1988, No. 29294
in Book 771, Page 313, of said Office, the Amendment changing the name of the
Corporation to Aluminum Wheel Technology, Inc. has been duly authorized.

         IN WITNESS WHEREOF, this Certificate of Amendment is signed by Douglas
V. Switzer as President and attested by Charles C. Adams, Secretary, this the
24th day of September, 1992.

                                              ASAHI MOTOR WHEEL. COMPANY, INC.

                                          By: /s/ DOUGLAS V. SWITZER
                                              ----------------------------------
                                              DOUGLAS V. SWITZER, PRESIDENT

ATTEST:

/s/ Charles C. Adams
- ----------------------------
SECRETARY



STATE OF KENTUCKY

COUNTY OF PULASKI...SCT:

         Subscribed and sworn to before me by Douglas V. Switzer, President and
Charles C. Adams, Secretary of Aluminum Wheel Technology, Inc., this the 24th
day of September, 1992.

         My Commission Expires: August 24, 1994

                                    /s/ Angela G. Gilpin
                                    -----------------------------------
                                    NOTARY PUBLIC, STATE-AT-LARGE

THIS INSTRUMENT DRAFTED BY;

ADAMS & ADAMS
ATTORNEYS AT LAW
P.O. BOX 35
SOMERSET, KENTUCKY 42502
(606) 678-4916

By: /s/ Charles C. Adams
    -------------------------
    CHARLES C. ADAMS



   STATE OF DELAWARE
  SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 11:30 AM 05/07/1998
  981175727 - 2174088

                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                        ALUMINUM WHEEL TECHNOLOGY, INC.

         ALUMINUM WHEEL TECHNOLOGY, INC., a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "Corporation"),
does hereby certify as follows:

         FIRST: The Corporation's Certificate of Incorporation was filed on
September 29,1988, with the Secretary of State of the State of Delaware.

         SECOND: The amendment to the Certificate of Incorporation set forth
herein was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

         THIRD: ARTICLE FIRST of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:

                  FIRST: The name of the Corporation is HAYES LEMMERZ
         INTERNATIONAL - KENTUCKY, INC.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed in its name and on its behalf and attested on this 5th
day of May, 1998 by duly authorized officers of the Corporation.

                                      ALUMINUM WHEEL TECHNOLOGY, INC

                                  By: /s/ William D. Shovers
                                      --------------------------------
                                      Name:  William D. Shovers
                                      Title: Vice President - Finance

ATTEST:

By: /s/ Patrick B. Carey
    ---------------------------
    Name:  Patrick B. Carey
    Title: Assistant Secretary



                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                  HAYES LEMMERZ INTERNATIONAL -KENTUCKY, INC.

         HAYES LEMMERZ INTERNATIONAL -KENTUCKY, INC. a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Company"), does hereby certify as follows:

         FIRST: The Company's Certificate of Incorporation was filed on
September 29, 1988, with the Secretary of State of the State of Delaware.

         SECOND: The amendment to the Certificate of Incorporation set forth
herein was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

         THIRD: Section (b)(ii) of ARTICLE FOURTH of me Certificate of
Incorporation is hereby amended to read in its entirety as follows:

         FOURTH: (b)(ii) The number of Directors of the Corporation shall be
         eight At each meeting of the stockholders at which all of the members
         of the Board of Directors are to be elected, the holders of a majority
         of the Series A Shares, voting separately, shall elect four Directors,
         the holder of a majority of the Series B Shares, voting separately,
         shall elect three Directors, and the holders of a majority of the
         Series C Shares, voting separately, shall elect one Director. Any
         Director so elected may be removed, whether or not for cause, only by
         the vote of the holders of a majority of the Series A Shares, Series B
         Shares or Series C Shares, as the case may be, which elected such
         person as a Director. Vacancies on the Board of Directors among the
         Directors so elected, whether resulting from removal, resignation,
         death or otherwise, shall be filed by the holders of a majority of the
         Series A Shares, Series B Shares or Series C Shares, as the case may
         be, which elected such person who is no longer a member of the Board of
         Directors. Such vacancies shall be filled by the vote of the holders of
         a majority of the Series A Shares, Series B Shares or Series C Shares,
         as the case may be, at an annual or special meeting of stockholders or
         pursuant to a written action signed by all of the holders of such
         Series A Shares, Series B Shares or Series C Shares, as the case may
         be, and delivered to the Corporation and the other stockholders at any
         time after any such vacancy shall arise. However, in the event that the
         Series A Shares, Series B Shares and Series C Shares are all owned by
         one stockholder, the number of Directors of the Corporation may be less
         than eight (8) members, provided that the number of Directors shall be
         not less than one (1) member, as designated by the Company's sole
         stockholder from time to time.

     STATE OF DELAWARE
    SECRETARY OF STATE
 DIVISION OF CORPORATIONS
FILED 10:30 AM 11/01/2001
   010549440 - 2174088



         IN WITNESS WHEREOF, the Company has caused this Certificate of
Amendment to be signed in its name and on its behalf and attested on this 1st
day of October, 2001 by duly authorized officers of the Company.

                                         HAYES LEMMERZ INTERNATIONAL -
                                         KENTUCKY, INC.

                                         By: /s/ Gary J. Findling
                                             -----------------------------------
                                             Name:  Gary J. Findling
                                             Title: Treasurer

ATTEST:

By: /s/ Patrick B. Carey
    ------------------------
    Name: Patrick B. Carey
    Title: Secretary

EX-3.36

                                                                    EXHIBIT 3.36

                                     BY-LAWS

                                       OF

                         ASAHI MOTOR WHEEL COMPANY, INC.



                         ASAHI MOTOR WHEEL COMPANY, INC.

                                     BY-LAWS

                                Table of Contents



                                                                                                            Page
                                                                                                            ----
                                                                                                         
ARTICLE I - OFFICES

        Section 1.    General and Registered Offices ...................................................      1

        Section 2.    Other Offices ....................................................................      1

ARTICLE II - MEETINGS OF STOCKHOLDERS

        Section 1.    Time and Place of Meetings .......................................................      2

        Section 2.    Annual Meeting ...................................................................      2

        Section 3.    Special Meetings .................................................................      2

        Section 4.    Notice of Meetings ...............................................................      3

        Section 5.    Quorum............................................................................      3

        Section 6.    Voting ...........................................................................      4

        Section 7.    Written Action....................................................................      5

ARTICLE III - DIRECTORS

        Section 1.    Numbers of Directors..............................................................      5

        Section 2.    Authority of the Board of Directors...............................................      5

        Section 3.    Meetings of the Board of Directors................................................      6

        Section 4.    Notice of Meetings................................................................      6

        Section 5.    Quorum; Required Vote; Election of Chairman.......................................      7

        Section 6.    Written Action....................................................................      9

        Section 7.    Location of Meetings; Participation in Meetings by Conference Telephone...........      9


                                      - i -



                                Table of Contents
                                   (continued)



                                                                                                            Page
                                                                                                            ----
                                                                                                         
        Section 8.    Committees........................................................................     10

        Section 9.    Compensation......................................................................     11

        Section 10.   Rules.............................................................................     11

ARTICLE IV - NOTICES

        Section 1.    Generally.........................................................................     11

        Section 2.    Waivers...........................................................................     12

ARTICLE V - OFFICERS

        Section 1.    Officers; Executive Committee.....................................................     12

        Section 2.    Compensation......................................................................     14

        Section 3.    Succession........................................................................     14

        Section 4.    Authority and Duties..............................................................     15

        Section 5.    Execution of Documents............................................................     15

ARTICLE VI - STOCK

        Section 1.    Certificates......................................................................     16

        Section 2.    Transfer..........................................................................     16

        Section 3.    Legends...........................................................................     17

        Section 4.    Lost, Stolen or Destroyed Certificates............................................     17

ARTICLE VII - GENERAL PROVISIONS

        Section 1.    Fiscal year.......................................................................     17

        Section 2.    Corporate Seal....................................................................     18


                                     - ii -



                                Table of Contents
                                   (continued)



                                                                                                            Page
                                                                                                            ----
                                                                                                         
        Section 3.    Reliance upon Books, Reports and Records .........................................     18

        Section 4.    Time Periods .....................................................................     18

        Section 5.    Dividends ........................................................................     18

ARTICLE VIII - AMENDMENTS

        Section 1.    Amendments........................................................................     19


                                     - iii -



                         ASAHI MOTOR WHEEL COMPANY, INC.

                                     BY-LAWS

         Asahi Motor Wheel Company, Inc. (the "Corporation") and the
stockholders of the Corporation are parties to a joint venture agreement entered
into pursuant to Sections 350 and 354 of the General Corporation Law of the
State of Delaware ("GCL") (such agreement, as amended from time to time, is
herein referred to as the "Joint Venture Agreement"). If the provisions of these
By-Laws conflict with, or are at variance with, the provision of the Joint
Venture Agreement, the provisions of the Joint Venture Agreement shall control.

                                    ARTICLE I

                                     OFFICES

         Section 1. General and Registered Office. The general office of the
Corporation shall be located at such place, within or without the State of
Delaware, as the Board of Directors shall, from time to time, determine or the
business of the Corporation may require. The registered office shall be in the
City of Wilmington, County of New Castle, State of Delaware.

         Section 2. Other Offices. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.



                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         Section 1. Time and Place of Meetings. All meetings of the stockholders
for the election of directors or for any other purpose shall be held at such
time and place, within or without the State of Delaware, as may be authorized by
the Board of Directors and stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

         Section 2. Annual Meeting. Annual meetings of the stockholders,
commencing with the year 1989, shall be held on the second Thursday in July if
not a legal holiday, and if a legal holiday, then on the next business day
following, at 10:00 a.m. (local time at the principal offices of the
Corporation), or at such other date and time as shall be designated from time to
time by the Board of Directors, at which meeting the stockholders shall, in
accordance with Article FOURTH of the Certificate of Incorporation, elect a
Board of Directors and transact such other business as may properly be brought
before the meeting.

         Section 3. Special Meetings. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by law or by Certificate of
Incorporation, may be called by the Board of Directors, and shall be called by
the President or the Secretary at the request in writing of stockholders owning
two-thirds in amount of the entire capital

                                       -2-



stock of the Corporation issued and outstanding and entitled to vote. Such
request shall be sent to the President and the Secretary and shall state the
purpose or purposes of the proposed meeting. Any special meeting of stockholders
shall be held at such place, on such date and at such time as the President or
the Secretary, as the case may be, shall fix.

         Section 4. Notice of Meetings. Written notice of every meeting of the
stockholders, stating the place, date and hour of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be given not less than thirty nor more than sixty days before the date of
the meeting to each stockholder entitled to vote at such meeting, except as
otherwise provided herein or by law. When a meeting is adjourned to another
place, date or time, written notice need not be given of the adjourned meeting
if the place, date and time thereof are announced at the meeting at which the
adjournment is taken; provided, however, that if the adjournment is for more
than thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, written notice of the place, date and time of the adjourned
meeting shall be given in conformity herewith. At any adjourned meeting, any
business may be transacted which might have been transacted at the original
meeting.

         Section 5. Quorum. The holders of two-thirds of the entire capital
stock of the Corporation issued and outstanding and entitled to vote thereat,
present in person or represented

                                       -3-



by proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented.

         Section 6. Voting. Except as otherwise provided by law or by
the Certificate of Incorporation or these By-Laws, each stockholder shall be
entitled at every meeting of the stockholders to one vote for each share of
stock having voting power standing in the name of such stockholder on the books
of the Corporation on the record date for the meeting and such votes may be cast
either in person or by written proxy. Every proxy must be executed in writing by
the stockholder or his or her duly authorized attorney. Such proxy shall be
filed with the Secretary of the Corporation before or at the time of the
meeting. The vote upon any question brought before a meeting of the stockholders
shall be by written ballot. Every vote taken by written ballot shall be counted
by one or more inspectors of election appointed by the Board of Directors. When
a quorum is present at any meeting, the vote of the holders of two-thirds of the
entire capital stock of the Corporation issued and outstanding and entitled to
vote thereon shall decide any question properly brought before such meeting,

                                       -4-



unless the question (a) shall relate to the election of members of the Board of
Directors of the Corporation, in which case such question shall be decided
pursuant to Article FOURTH of the Certificate of Incorporation, or (b) is one
upon which, by express provision of law, the Certificate of Incorporation or
these By-Laws a different vote is required, in which case such express provision
shall govern and control the decision of such question.

         Section 7. Written Action. Any action required to be taken at any
annual or special meeting of stockholders of the Corporation, or any action
which may be taken at any annual or special meeting of such stockholders, may be
taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted.

                                   ARTICLE III

                                    DIRECTORS

         Section 1. Number of Directors. As set forth in the Certificate of
Incorporation, the number of Directors of the Corporation shall be eight.

         Section 2. Authority of the Board of Directors. Except to the extent
otherwise provided in the Certificate of

                                       -5-



Incorporation, the Joint Venture Agreement and these By-Laws, the business and
affairs of the Corporation shall be managed by or under the direction of the
Board of Directors, which may exercise all such powers of the Corporation and do
all such lawful acts and things as are not by law, by the Certificate of
Incorporation, by these By-Laws or by the Joint Venture Agreement directed or
required to be exercised or done by the stockholders.

         Section 3. Meetings of the Board of Directors. Regular meetings of the
Board of Directors may be held at such times and places as shall from time to
time be determined by the Board of Directors (not less frequently than once each
year). Special meetings of the Board of Directors may be called by the President
and shall be called by the President or the Secretary on the written request of
any director.

         Section 4. Notice of Meetings. (a) Notice of the time and place of the
meetings of the Board of Directors shall be effective (i) if delivered to each
director by recognized overnight courier delivery services or by confirmed
telecopy at least 14 days prior to the date of such meeting, (ii) if telephoned
or hand-delivered to each director at least 14 days prior to the date of such
meeting, or (iii) if delivered to each director by one of the methods specified
in subclauses (i) or (ii) of this Section 4(a) at least 72 hours prior to the
time of such meeting after receipt by the Corporation of a written request for a
meeting, signed by at least one director

                                       -6-



elected by the holders of a majority of the Series A Shares and at least one
director elected by the holders of a majority of the Series B Shares, stating
that the meeting should be held more promptly than would otherwise be permitted
pursuant to subclauses (i) and (ii) of this Section 4(a). Actual receipt of
notice by the directors shall not be required, and notice under this Section 4
shall be deemed received if sent to a director at the address or the telecopy
number designated for such notices by the director or communicated to the
director or to a responsible person at the telephone number designated for such
notices by the director.

         (b) Notices of meetings of the Board of Directors shall identify the
purpose of the meeting and the business to be transacted at the meeting
including an agenda setting forth actions to be voted upon at such meeting;
provided that the failure to specifically identify an action to be taken or
voted upon or business to be transacted shall not invalidate any action taken or
any business transacted at a meeting.

         (c) This Section 4 of Article III of the By-Laws may not be amended by
the Board of Directors unless all of the directors shall approve of or consent
to the amendment or by the stockholders unless the holders of all of the issued
and outstanding shares of capital stock of the Corporation shall vote in favor
of or consent to the amendment.

         Section 5. Quorum; Required Vote; Election of Chairman. (a) Five
members of the Board of Directors shall constitute a

                                       -7-



quorum for the transaction of business at a meeting of the Board of Directors.
If a quorum shall not be present at any meeting of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time to another
place, time or date, without notice other than announcement at the meeting,
until a quorum shall be present.

         (b) No action of the Board of Directors shall be valid for any purpose
unless taken in accordance with this Section 5. The act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, provided, however, that any such majority must include
at least two directors elected by the holders of a majority of the Series A
Shares and at least two directors elected by the holders of a majority of the
Series B Shares.

         (c) Each of the actions by the Corporation set forth in Exhibit A
attached to these By-Laws shall be considered by, and require the approval of,
the Board of Directors.

         (d) The Board of Directors shall elect one of the directors who is
elected by the holders of a majority of the Series A Shares (but who is not an
employee of the Corporation) to serve as the Chairman of the Board of Directors
to preside over meetings of the Board of Directors, provided, that if all Shares
other than Series A Shares are held by one stockholder, the Chairman of the
Board of Directors shall be elected for a two year term and shall, in
alternating two year periods, be a director who is elected by such stockholder
(but who is not an

                                       -8-



employee of the Corporation) or a director who is elected by the holders of a
majority of the Series A Shares (but who is not an employee of the Corporation).

         (e) In the event a director is not able to attend a meeting of the
Board of Directors, the holder of a majority of the Series of the Shares which
elected that director may, by written consent delivered in accordance with the
Certificate of Incorporation, remove the absent director and appoint a new
director to act at such meeting. Such absent director may be subsequently
reappointed in accordance with the procedure set forth in the preceding
sentence.

         (f) The provisions of subsection (a), (b), (e) and this subsection (f)
of this Section 5 of Article III of the By-Laws may not be amended by the Board
of Directors unless all of the Directors shall approve of or consent to the
amendment or by the stockholders unless the holders of all of the issued and
outstanding capital stock of the Corporation shall vote in favor of or consent
to the amendment.

         Section 6. Written Action. Any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting if all members of the Board or committee, as the case
may be, consent thereto in writing, and the writing or writings are filed with
the minutes or proceedings of the Board or Committee.

         Section 7. Location of Meetings; Participation in Meetings by
Conference Telephone. Meetings of the Board of Directors may be held at any
location, within or without the United

                                       -9-



States. Members of the Board of Directors, or any committee designated by the
Board of Directors, may participate in a meeting of the Board of Directors, or
any such committee, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at the meeting.

         Section 8. Committees. The Board of Directors may designate one or more
committees, each committee to consist of two or more of the directors of the
Corporation as the Board of Directors may determine, including at least one
director elected by holders of a majority of the Series A Shares and at least
one director elected by holders of a majority of the Series B Shares. Any such
committee may exercise such lawfully delegable powers and duties as the Board
may confer. Each such committee shall serve at the pleasure of the Board of
Directors. Subject to the provisions of this Section 8, the Board may designate
one or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. Except as
otherwise provided by law, any such committee, to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the Corporation. Any committee or committees so designated by the
Board shall have such name or names as may be determined from time to time by
resolution adopted by the Board of Directors. Unless otherwise prescribed by the
Board of Directors, a

                                      -10-



majority of the members of the committee shall constitute a quorum for the
transaction of business, and the act of a majority of the members present at a
meeting at which there is a quorum shall be the act of such committee. Each
committee shall prescribe its own rules for calling and holding meetings and its
method of procedure, subject to any rules prescribed by the Board of Directors,
and shall keep a written record of all actions taken by it.

         Section 9. Compensation. Each member of the Board of Directors shall
serve in such capacity without compensation by the Corporation, provided that
the foregoing, shall not prohibit the Corporation from compensating any member
of the Board of Directors engaged by the Corporation in any other capacity. The
Corporation shall pay the reasonable expenses of each director incurred in
connection with his duties as a director including travel expenses.

         Section 10. Rules. The Board of Directors may adopt such special rules
and regulations for the conduct of their meetings and the management of the
affairs of the Corporation as they may deem proper, not inconsistent with law or
these By-Laws.

                                   ARTICLE IV

                                     NOTICES

         Section 1. Generally. Except as otherwise provided in these By-Laws,
whenever by law or under the provisions of the Certificate of Incorporation or
these By-Laws, notice is

                                      -11-



required to be given to any director or stockholder, it shall not be construed
to mean personal notice, but such notice may be given in writing, by recognized
overnight courier delivery services, addressed to such director or stockholder
at his address as it appears on the records of the Corporation and such notice
shall be deemed to be given at the time when the same shall be deposited with a
recognized overnight courier delivery service. Notice to directors may also be
given by the methods specified in Section 4(a) of these By-Laws.

         Section 2. Waivers. Whenever any notice is required to be given by law
or under the provisions of the Certificate of Incorporation, these By-Laws or
the Joint Venture Agreement, a waiver thereof in writing, signed by the person
or persons entitled to such notice, whether before or after the time of the
event for which notice is to be given, shall be deemed equivalent to such
notice. Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends a meeting for the express
purpose of objecting at the beginning of the meeting to the transaction of any
business because the meeting is not lawfully called or convened.

                                    ARTICLE V

                                    OFFICERS

         Section 1. Officers; Executive Committee. (a) The officers of the
Corporation shall consist of a President, two

                                      -12-



Executive Vice Presidents, a Secretary and a Treasurer. The Board of Directors
may also appoint one or more Vice Presidents, and one or more Assistant
Secretaries and Assistant Treasurers. Any number of offices may be held by the
same person but no officer may take any action or execute any document on behalf
of the Corporation in more than one capacity.

         (b) Between meetings of the Board of Directors, substantive items of
business shall be determined by the Executive Committee consistent with the
policies established by the Board of Directors. The Executive Committee shall
consist of three officers, (i) the President of the Corporation who shall be
appointed by the holders of a majority of the Series A Shares, (ii) an Executive
Vice President of the Corporation who shall be appointed by the holders of a
majority of the Series B Shares, and (iii) the other Executive Vice President of
the Corporation who shall be appointed by the holders of a majority of the
Series C Shares. Any action by the Executive Committee shall require unanimous
agreement of its members. The provisions of this subsection (b) of this Section
1 of Article V of the By-Laws may not be amended by the Board of Directors
unless all of the directors shall approve of or consent to the amendment or by
the stockholders unless the holders of all of the issued and outstanding capital
stock of the Corporation shall vote in favor of or consent to the amendment.

                                      -13-



         (c) Each of the actions set forth in Exhibit B attached to these
By-Laws shall be referred by the officers of the Corporation to, and may be
approved by, the Executive Committee without approval of the Board of Directors.

         Section 2. Compensation. The compensation of all officers and agents of
the Corporation who are also directors of the Corporation shall be fixed by the
Board of Directors. The Board of Directors may delegate the power to fix the
compensation of other officers and agents of the Corporation to the Executive
Committee or an officer of the Corporation.

         Section 3. Succession. The officers of the Corporation shall hold
office until their successors are elected and qualified. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the directors. In the case of the President or
an Executive Vice President of the Corporation, such officers may only be
removed by the vote of the holders of a majority of Series A Shares, Series B
Shares or Series C Shares, as the case may be, which appointed such officer. Any
officer may resign at any time upon written notice to the Corporation. Subject
to the provisions of Section 1 of this Article with respect to the procedures
for the appointment of the President or the Executive Vice Presidents of the
Corporation, any vacancy occurring in any office of the Corporation may be
filled by the Board of Directors.

                                      -14-



         Section 4. Authority and Duties. Each of the officers of the
Corporation shall have such authority and shall perform such duties as are
customarily incident to their respective offices, or as may be specified from
time to time by the Board of Directors in a resolution regardless of whether
such authority and duties are customarily incident to such office.

         Section 5. Execution of Documents. The President shall have full power
and authority to execute all duly authorized contracts, agreements, deeds,
conveyances or other obligations of the Corporation, applications, consents,
proxies and other powers of attorney, and other documents and instruments,
except where required or permitted by law to be otherwise executed and except
where the execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation. In addition, the
President may delegate to other officers, employees and agents of the
Corporation the power and authority to execute, on behalf of the Corporation,
duly authorized contracts, agreements, deeds, conveyances, or other obligations
of the Corporation, applications, consents, proxies and other powers of
attorney, and other documents and instruments, with such limitations as the
President may specify; such authority so delegated by the President shall not be
re-delegated by the person to whom such execution authority has been delegated.

                                      -15-



                                   ARTICLE VI

                                      STOCK

         Section 1. Certificates. Certificates representing shares of stock of
the Corporation shall be in such form as shall be determined by the Board of
Directors, subject to applicable legal requirements. Such certificates shall be
numbered and their issuance recorded in the books of the Corporation, and such
certificate shall exhibit the holder's name and the number of shares and shall
be signed by, or in the name of the Corporation by, the President and the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer
of the Corporation and shall bear the corporate seal, if any. Where any such
certificate is countersigned by a transfer agent or a registrar other than the
Corporation or its employee, the signatures of any such officers of the
Corporation and the seal of the Corporation, if any, upon such certificates may
be facsimiles, engraved or printed.

         Section 2. Transfer. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer which complies with any restriction on the transfer of such shares as
may then exist, it shall be the duty of the Corporation to issue, or to cause
its transfer agent to issue, a new certificate to the person entitled thereto,
cancel the old certificate and record the transaction upon its books.

                                      -16-



         Section 3. Legends. Each certificate for stock shall include the
legends for stock referred to in Section 347(a)-(c) of the GCL and such other
legends, not inconsistent with the GCL, as the Board of Directors of the
Corporation may specify.

         Section 4. Lost, Stolen or Destroyed Certificates. The President may
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed upon the making of an affidavit of that
fact, satisfactory to the President, by the person claiming the certificate of
stock to be lost, stolen or destroyed. As a condition precedent to the issuance
of a new certificate or certificates the President may require the owner of such
lost, stolen or destroyed certificate or certificates to give the Corporation a
bond in such sum and with such surety or sureties as the President may direct as
indemnity against any claims that may be made against the Corporation with
respect to the certificate alleged to have been lost, stolen or destroyed or the
issuance of the new certificate.

                                   ARTICLE VII

                               GENERAL PROVISIONS

         Section 1. Fiscal Year. The fiscal year of the Corporation shall begin
on April 1 or such other date as shall be fixed from time to time by the Board
of Directors.

                                      -17-



         Section 2. Corporate Seal. The Board of Directors may adopt a corporate
seal and use the same by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.

         Section 3. Reliance upon Books, Reports and Records. Each director,
each member of a committee designated by the Board of Directors, and each
officer of the Corporation shall, in the performance of his or her duties, be
fully protected in relying in good faith upon the records of the Corporation and
upon such information, opinions, reports or statements presented to the
Corporation by any of the Corporation's officers or employees, or committees of
the Board of Directors, or by any other person as to matters the director,
committee member or officer believes are within such other person's professional
or expert competence and who has been selected with reasonable care by or on
behalf of the Corporation.

         Section 4. Time Periods. In applying any provision of these By-Laws
which requires that an act be done or not be done a specified number of days
prior to an event or that an act be done during a period of a specified number
of days prior to an event, calendar days shall be used, the day of the doing of
the act shall be excluded and the day of the event shall be included.

         Section 5. Dividends. The Board of Directors may from time to time
declare and the Corporation may pay dividends upon its outstanding shares of
capital stock, in the manner and upon

                                      -18-



the terms and conditions provided by law and the Certificate of Incorporation.

                                  ARTICLE VIII

                                   AMENDMENTS

         Section 1. Amendments. These By-Laws and the Exhibits attached hereto
may be altered, amended or repealed, and new By-Laws may be adopted only by the
holders of two-thirds of the issued and outstanding shares of capital stock of
the Corporation, except where provisions of these By-Laws shall require a
different or greater vote, in which case such requirements for a different or
greater vote shall govern.

                                      -19-



                                                                       Exhibit A

                           Actions Requiring Approval
                           of the Board of Directors

         The following actions shall require the approval of the Board of
Directors:

      (i)      Appointment and removal of officers of NEWCO other than
               executive officers appointed pursuant to Article V, Section l(b)
               of the By-Laws;

     (ii)      Execution of employment agreements with officers of the
               Corporation, provided, however, that the Board of Directors shall
               not unreasonably refuse to approve employment agreements between
               the Corporation and the executive officers appointed pursuant to
               Article V, Section l(b) of the By-Laws;

    (iii)      Formation or alteration of any contract between NEWCO and any
               party to the Joint Venture Agreement;

     (iv)      Determination of resolutions to be submitted by management for
               shareholder approval and approval of all financial statements and
               other materials to be distributed to shareholders by management;

      (v)      Consideration of the acquisition of Additional Facilities
               pursuant to Section 6.1 of the Joint Venture Agreement;

     (vi)      Commencement or settlement of material litigation;

    (vii)      Capital investment in an amount exceeding $500,000 in any one
               transaction or $1,000,000 in any fiscal year;

   (viii)      Borrowing of an amount exceeding $1,000,000 in any fiscal
               year, or the negotiation of a line of credit permitting borrowing
               in an amount exceeding $1,000,000, provided, however, that no
               approval by the Board of Directors shall be required for
               borrowings under such line of credit;

     (ix)      Lending an amount exceeding $1,000,000 in any fiscal year;

      (x)      Any purchase, or binding commitment to make purchases, of
               non-capital assets in an amount exceeding $1,500,000;



     (xi)      Any guarantee of an obligation of a third party in excess of
               $1,000,000;

    (xii)      Approval of long term business plans;

   (xiii)      Sale, assignment, transfer, lease or pledge of all or a
               substantial portion of the assets of NEWCO; and

    (xiv)      Any other matter for which approval of the Board of Directors
               is required under the terms of this Agreement, the Transaction
               Agreements or applicable law.

                                       -2-



                                                                       Exhibit B

                           Executive Committee Actions

         The following actions shall be referred to, and may be approved by, the
Executive Committee without approval of the Board of Directors:

      (i)      Major policy decisions regarding marketing;

     (ii)      Major personnel policy decisions;

    (iii)      Any capital investment in an amount exceeding $100,000 but not
               exceeding $500,000;

     (iv)      Any transaction for borrowing or lending an amount exceeding
               $100,000 but not exceeding $1,000,000 in any fiscal year;

      (v)      Approval of annual and semi-annual operating budgets;

     (vi)      Employment of managers;

    (vii)      Retention of lawyers and changes of accountants; and

   (viii)      Any other matter for which approval of the Executive Committee
               is required under the terms of this Agreement, the Transaction
               Agreements, or applicable law.



                                   MINUTES OF

                  THE REGULAR MEETING OF THE BOARD OF DIRECTORS

                                       OF

                         ASAHI MOTOR WHEEL COMPANY, INC.

                                  JUNE 17, 1992

         Pursuant to written notice given to all Directors, the Regular
Quarterly Meeting of the Board of Directors of Asahi Motor Wheel Company, Inc.
was held on Wednesday, June 17, 1992, at the Company offices, located at 300
Highway 461, Somerset, Kentucky 42501.

         Joseph C. Overbeck, Chairman of the Board chaired the meeting and
Charles C. Adams, Secretary took the Minutes. All Directors were present.

         Chairman Overbeck proceeded to state that the Minutes of the previous
meeting had been circulated among the Directors prior to the Meeting and
requested if there were any changes or additions. There being none upon motion
of Director Tuley, seconded by Director Gardner, the Minutes of the last meeting
were approved as read.

         It was reported that the Audit Committee met with the Company's
Auditor, Ernst and Young, prior to the Meeting. Director Tuley stated that the
Auditor's had found no weakness in the internal controls of the Company and
everything appeared to be operating smoothly. Thereupon, upon motion by Director
Tuley, seconded by Director Gardner, it was moved that the following resolution
be adopted:



                                   RESOLUTION

         WHEREAS, there has been presented to the Board of Directors the audited
financial statement of the Company for the fiscal year ending March 31, 1992,
and

         WHEREAS, it has been recommended by the Audit Committee that the
audited financial statement be approved by the Board of Directors,

         BE IT NOW RESOLVED, that the Board of Directors approve the audited
financial statement for the fiscal year ending March 31, 1992.

         BE IT FURTHER RESOLVED, that the audited financial statement for the
fiscal year ending March 31, 1992, be attached hereto and made a part of the
Minutes of this Board Meeting.

         Motion passed unanimously.

         The Chairman of the Board having asked for nominations for election of
President pursuant to the provisions of Article V, Section l(b), Director Tuley
representing the holder of all of the Series A stock nominated Douglas V.
Switzer for President. There being no further nominations upon motion of
Director Tuley, seconded by Director McCotter, it was moved that Douglas V.
Switzer be elected by acclamation. Motion carried unanimously.

         The Chairman of the Board having asked for the nominations for the
election of an Executive Vice-President pursuant to the provisions of Article V,
Section l(b), Director Asai representing the holder of all of the Series B
shares, nominated Tetsuya Otsuka, as Executive Vice-President. There being no
further nominations, upon motion of Director Asai, seconded by Director Tuley,
it was moved that Tetsuya Otsuka be elected by acclamation. Motion carried
unanimously.



         The Chairman of the Board having asked for nominations for the election
of Executive Vice-President, pursuant to the provisions of Article V, Section
l(b), Director Jon Gardner, representing the holder of all of the Series C
stock, nominated J. Sekimori, as Executive Vice-President. There being no
further nominations, upon motion of Director Jon Gardner, seconded by Director
Tuley, it was moved that J. Sekimori be elected by acclamation. Motion carried
unanimously.

         The Chairman having asked for nominations for the election of a
Chairman of the Board, pursuant to the provisions of Article III, Section 5(d),
Director Tuley nominated Joseph C. Overbeck for the office of Chairman of the
Board. There being no further nominations, upon motion of Director Tuley,
seconded by Director McCotter, it was moved that Joseph C. Overbeck be elected
Chairman of the Board by acclamation. Motion carried unanimously.

         The Chairman then asked for nominations for the election of Secretary,
Assistant Secretary and Treasurer. Director Tuley thereupon nominated Charles C.
Adams for the office of Secretary, Dale Martin for the office of Assistant
Secretary and J. Sekimori for the office of Treasurer. There being no further
nominations for the office of Secretary, Assistant Secretary and Treasurer, it
was thereupon moved by Director Tuley, seconded by Director Gardner that the
nominees be elected to fill the respective offices for which they were
nominated. Motion carried unanimously.



         Chairman Overbeck then called for a general discussion in respect to
changing the Corporate name of the Company. After discussion as to the use of
various names, motion was made by Director Tuley and seconded by Director
Gardner that the name of the Corporation be changed to Al-Tec Wheel, Inc.,
providing that such name passed the appropriate verification checks. Upon a vote
upon the Motion, all Directors voted in favor.

         The Audit Committee having recommended that the fiscal year be changed
to better fit the needs of the Company, it was moved by Director Tuley and
seconded by Director Gardner that the following Resolution be adopted:

                                   RESOLUTION

         WHEREAS, Section 1 of Article VII of the By-Laws of Asahi Motor Wheel
Company, Inc. provides that the fiscal year of the Corporation shall begin on
April 1, or such other date as shall be fixed from time to time by the Board of
Directors, and;

         WHEREAS, pursuant to the foregoing By-Laws, the Directors heretofore on
October 2, 1988 by written consent provided that the Corporation's fiscal year
shall end on March 31 of each year, and;

         WHEREAS, the Board of Directors has determined that it would be in the
best interest of the Corporation to change the fiscal year from April 1 through
March 31 to January 1 through December 31 of each and every year commencing
January 1, 1993;

         NOW THEREFORE, BE IT RESOLVED that pursuant to Section 1, Article VII
of the By-Laws, the Board of Directors do hereby change the fiscal year of Asahi
Motor Wheel Company, Inc. from April 1 through March 31 to January 1 through
December 31, effective January 1, 1993.

         BE IT FURTHER RESOLVED, that the Officers of said Corporation take all
necessary and appropriate action to effect the change of the fiscal year of said
Corporation as hereinbefore provided.



         All Directors voted in favor.

         President Switzer then proceeded to give a Marketing Report. He
reviewed the Sales history of fiscal year #3 in comparison to the budget and
made a budget forecast for fiscal year #4. He proceeded to make certain market
assumptions and a forecast for the current fiscal year #4. He then proceeded to
discuss the AMW wheel usage rate and potential for fiscal years #5 and #6. He
reviewed various business opportunities that the Company would have and
discussed government legislation that might impact upon the business future of
AMW. Attached hereto and made a part of the Minutes is the data presented by
President Switzer in respect to his Market Report.

         Vice President Sekimori then proceeded to give a Financial Report.

         Following the Financial Report there was a general discussion about
daily production rate, the accident rate, and the need for the Safety Committee
to appear before the Board with a Plan to improve safety.

         Chairman Overbeck then stated that the name change program should be
made known to the Board as soon as it was finalized. The Chairman went on to
state that there was an overall improvement made in the operation. He then
requested that the Directors make recommendations as to the date of the next
Regular Meeting. After discussion, it was the general consensus that the next
meeting would be held on October 15, 1992, and that the Board Meeting thereafter
should be held in April of 1993.



         There being no further business to come before the Board, upon motion
being duly seconded, the Meeting adjourned.

                                                 _______________________________
                                                 CHARLES C. ADAMS, SECRETARY
                                                 ASAHI MOTOR WHEEL COMPANY, INC.

APPROVED BY:
______________________________
JOSEPH C. OVERBECK, CHAIRMAN
ASAHI MOTOR WHEEL COMPANY, INC.



                           MINUTES OF REGULAR MEETING

                               OF SHAREHOLDERS OF

                         ALUMINUM WHEEL TECHNOLOGY, INC.

                               HELD APRIL 7, 1993

         Pursuant to written notice given to all Shareholders, the regular
meeting of the Shareholders of Aluminum Wheel Technology, Inc., was held on
Wednesday, April 7, 1993, at the Company offices located at 300 Highway 461,
Somerset, Kentucky 42501.

         Joseph C. Overbeck, Chairman of the Board, conducted the meeting and
Charles C. Adams, Secretary, took the minutes of the meeting.

         Upon commencement of the meeting, it was determined hat all holders of
Class A shares of stock were present and had authorized Joseph C. Overbeck,
President of Motor Wheel Corporation, to designate the Directors to be elected
on behalf of the Class A stockholders; that it was further determined that all
holders of Class B shares of stock were present and represented by President
Ichinosuke Oka, President of Asahi Tech Corporation, who was authorized to
designate the Directors on behalf of the Class B stockholders; that further all
holders of Class C shares of stock held by Tomin Corporation and Tomin American,
Inc. were present and Jon S. Gardner, Vice-President and General Manager of
Tomin American, Inc. had been authorized to act on behalf of said corporations
holding all the outstanding

                                       -1-



shares of Class C stock entitled to vote on behalf of said corporations.

         Chairman Overbeck then requested the representative authorized to vote
each class of stock to nominate and elect the Directors representing their
respective class of stock. The representatives then nominated and elected the
following persons as directors to serve for the coming year:



CLASS A STOCK                    CLASS B STOCK               CLASS C STOCK
                                                       
Joseph C. Overbeck               S. Asai                     Jon S. Gardner
Cornelius Nolan                  T. Egusa
R. W. Tuley                      T. Otsuka
R. B. Switzer


         The Chairman of the Board then requested approval of the minutes which
had previously been circulated among the Shareholders. Thereupon, motion being
duly made and seconded the minutes of the last Shareholder's Meeting were
approved.

         It was pointed out to the Shareholders that Article 2, Section 2,
dealing with the annual meeting of Shareholders required that said meeting be
held on the second Thursday in July, if not a legal holiday and if a legal
holiday, then on the next business day following at 10:00 A.M., local time at
the principal office of the corporation or at such other date and time as shall
be designated from time to time by the Board of Directors, at which meeting the
Shareholders shall, in accordance with Article IV, elect a Board of Directors
and transact other business as may be brought before the meeting.

                                       -2-



         In view of the fact that the fiscal year had been changed to run from
January 1 through December 31 of each year, it was decided that it would be
advantageous to hold the annual meeting of Shareholders at an earlier date than
the second Thursday in July. Upon motion being duly made and seconded the
following Resolution, pursuant to the provisions of Article VIII, Section 1
Amendments, was submitted to a vote of the Shareholders:

                                   RESOLUTION

                  WHEREAS, pursuant to the provisions of Article 7,
         Section 1, the Board of Directors did heretofore change the
         fiscal year of the corporation from April 1 to January 1 of
         each successive year commencing January 1, 1993; and,

                  WHEREAS, it would be advantageous to hold the annual
         meeting of shareholders at an earlier date than the second
         Thursday in July which is now required by Article II, Section
         2 of the Bylaws,

                  BE IT THEREFORE RESOLVED that pursuant to Article
         VIII, Section 1 Amendments, Article II, Section 2 of the
         Bylaws is hereby amended to read as follows:

         "Section 2 Annual Meeting. Annual meetings of the
         stockholders, commencing with the year 1994 and annually
         thereafter shall be held upon such date, time and place as
         shall be

                                       -3-


                  designated by the Board of Directors by Resolution
                  duly adopted at its last meeting which is held in
                  calendar year 1993 and in each successive calendar
                  year thereafter at which meeting the stockholders
                  shall, in accordance with Article Four of the
                  Certificate of Incorporation, elect a Board of
                  Directors and transact such other business as may
                  properly be brought before the meeting."

                           Upon the Motion of Joseph C. Overbeck
                  representing Shareholder Motor Wheel Corporation
                  seconded by Jon S. Gardner representing Shareholders
                  Tomin Corporation and Tomin America, Inc., the
                  foregoing Resolution was duly adopted by the vote of
                  the holders of more than two-thirds of the issued
                  and outstanding shares of capital stock of the
                  corporation which consists of 4,160 shares. The
                  number of shares cast in favor of the Amendment of
                  said Bylaws being as follows: Motor Wheel
                  Corporation 2080 shares, Asahi Tec Corporation 1664
                  shares, Tomin Corporation 208 shares, Tomin America,
                  Inc. 208 shares. The Resolution was adopted
                  unanimously.

                  There being no further business brought before the
Shareholders, upon motion duly made and seconded the meeting of the Shareholders
adjourned.

                                                 /s/ CHARLES C. ADAMS, SECRETARY
                                                 -------------------------------
                                                     CHARLES C. ADAMS, SECRETARY

APPROVED BY:

___________________________
JOSEPH C. OVERBECK
CHAIRMAN OF THE BOARD

                                       -4-



                                      PROXY

                  The undersigned, Tomin America Inc., a New York corporation,
         having its principal place of business at 1285 Avenue of the Americas,
         New York, New York 10019, in our capacity as Shareholder of Aluminum
         Wheel Technology, Inc. ["Alumitech"] hereby makes, constitutes and
         appoints Mr. Jon S. Gardner, Vice President and General Manager of
         Corporate Development and Subsidiary Operations of Tomin America Inc.
         our true and lawful attorney, to act for us on our behalf, and in our
         name, with the same force and effect as if we were actually present by
         vesting with him the following powers:

                  1. To attend the meeting of Shareholders of Alumitech to
         be held in Somerset, Kentucky on the 7th day of April, 1993, and any
         and all adjournments thereto;

                  2. To vote on such matters as any properly come before
         said Shareholders Meeting in accordance with our instructions; and

                  3. To do any and all other acts and things necessary for
         the completion of the Shareholders Meeting.

                  IN WITNESS WHEREOF, Tomen America Inc. has caused this
         instrument to be signed by Kazuo Miyaoka, its President, in the City
         and State of New York on the llth day of March, 1993.

                                                           TOMIN AMERICA INC.

                                                               /s/ Kazuo Miyaoka
                                                               ----------------
                                                               Kazuo Miyaoka
                                                               President

         Sworn to before me this
         llth day of March, 1993.

             /s/ Anthony Corbo
             -----------------
                 Notary Public

[ANTHONY CORBO SEAL]



                             [LETTER HEAD OF TOMEN]

                                                           Letter No. NWC-697/93
                                                           Date: March 25, 1993

         TO WHOM IT MAY CONCERN:

                                      PROXY

         We, TOMIN CORPORATION, a Japanese corporation, having its principal
         place of business at 14-27, Akasaka 2-chome, Minato-ku, Tokyo, Japan,
         in our capacity as shareholder of Aluminum Wheel Technology, Inc.
         (Hereinafter referred to as "ALUMITEC"), do hereby make, constitute and
         appoint Mr. Jon S. Gardner, Vice President and General Manager of
         Corporate Development and Subsidiary operations of TOMEN AMERICA INC.,
         our true and lawful Attorney, to act for us on our behalf, in our name,
         with the same force and effect as if we were actually present, by
         investing him with the following powers:

         (1)  to attend the Meeting of Shareholders of ALUMITEC to be held in
              Somerset on the day of 7th April, 1993 and any and all
              adjournments thereof (Hereinafter referred to as "the Shareholders
              Meeting")

         (2)  to vote for or against such matters as may properly come before
              the Shareholders Meeting in accordance with our instruction and in
              favor of proposals if no instruction therefor is indicated,

         (3)  to appear before Notary Public and to sign the minutes, records
              and other documents or papers certifying the transactions made at
              the Shareholders Meeting,

         (4)  to do any other acts and things necessary for the completion of
              the Shareholders Meeting.

         We further authorize the said Attorney to delegate his rights and
         powers hereby given to any person whom the said Attorney may think fit
         and appropriate.

         IN WITNESS WHEREOF, we have caused this Proxy to be executed by our
         duly authorized Representative Director, Mr. Yasuo Matsukawa this day
         of 25th March, 1993 in Tokyo.

                                                  TOMIN CORPORATION

                                                      /s/ YASUO MATSUKAWA
                                                      ------------------------
                                                      YASUO MATSUKAWA
                                                      Executive Vice President
                                                      Representative Director



                            ACTION BY WRITTEN CONSENT
                                       OF
                                SOLE STOCKHOLDER
                                       OF
                  HAYES LEMMERZ INTERNATIONAL - KENTUCKY, INC.

         THE UNDERSIGNED, being the sole stockholder of Hayes Lemmerz
International - Kentucky, Inc., a Delaware corporation (the "Company"), acting
pursuant to Section 242 of the Delaware Corporation Law, hereby adopts the
following resolutions with the same force and effect as if such resolutions had
been unanimously adopted at a duly convened meeting of the stockholders of the
Company and directs that this consent be filed with the minutes of the
proceedings of the stockholders of the Company:

Election of Director

                  RESOLVED, that Larry Karenko is hereby elected as the Director
         of the Company until his successor is duly elected and qualified.

         IN WITNESS WHEREOF, the undersigned, being the sole stockholder of
Hayes Lemmerz International - Kentucky, Inc. has executed this unanimous written
consent as of the 11th day of March, 2002.

                                                  HAYES LEMMERZ INTERNATIONAL -
                                                  OHIO, INC.

                                                   By: /s/ Daniel M. Sandberg
                                                       ----------------------
                                                       Daniel M. Sandberg
                                                       Vice President

EX-3.37

                                                                    EXHIBIT 3.37


                          CERTIFICATE OF INCORPORATION

                                       OF

                   HAYES WHEELS INTERNATIONAL -- MEXICO, INC.

                                ___________________

         1.       The name of the corporation is

                  HAYES WHEELS INTERNATIONAL -- MEXICO, INC.

         2.       The address of its 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 nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.

         4.       The total number of shares of stock which the corporation
shall have authority to issue is one thousand (1,000) and the par value of each
of such shares is One Dollar ($1.00) amounting in the aggregate to One Thousand
Dollars ($1,000.00).

         5.       The name and mailing address of the incorporator is as
follows:

                  Barry J. Miller
                  38481 Huron River Drive
                  Romulus, MI 48174

         6.       The corporation is to have perpetual existence.

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

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



         Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.

         Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.

                                       2



         9.       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.

         10.      A director of the corporation shall not be personally liable
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director except for liability (i) for any breach of the
director's 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 Delaware General
Corporation Law, or (iv) for any transaction from which the director derived
any improper personal benefit.

         I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this eighteenth day of July 1995.


                                                             /s/ Barry J. Miller
                                                             -------------------
                                                                 Barry J. Miller

                                       3



                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                    HAYES WHEELS INTERNATIONAL - MEXICO, INC.

         HAYES WHEELS INTERNATIONAL - MEXICO, INC., a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:

         FIRST: The Corporation's Certificate of Incorporation was filed on
July 31, 1995, with the Secretary of State of the State of Delaware.

         SECOND: The amendment to the Certificate of Incorporation set forth
herein was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

         THIRD: ARTICLE FIRST of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:

                  FIRST:   The name of the Corporation is HAYES LEMMERZ
         INTERNATIONAL - MEXICO, INC.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed in its name and on its behalf and attested on this
7th day of January, 1998 by duly authorized officers of the Corporation.

                                       HAYES WHEELS INTERNATIONAL - MEXICO, INC.

                                       By: /s/ William D. Shovers
                                           -----------------------------------
                                           Name: William D. Shovers
                                           Title: Vice President - Finance

ATTEST:

By: /s/ Patrick B. Carey
    --------------------------
    Name: Patrick B. Carey
    Title: Assistant Secretary

EX-3.38

                                                                    EXHIBIT 3.38

                    HAYES WHEELS INTERNATIONAL -- MEXICO, INC.

                             a Delaware corporation

                             -----------------------

                                     BY LAWS

                             -----------------------

                               ARTICLE I - OFFICES

         Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

         Section 2. The corporation shall also have offices at 38481 Huron River
Drive, Romulus, Michigan and at such other places both within and without the
State of Delaware as the board of directors may from time to time determine or
the business of the corporation may require.

                      ARTICLE II - MEETINGS OF STOCKHOLDERS

         Section 1. All meetings of the stockholders for the election of
directors shall be held in the City of Romulus, State of Michigan, at such place
as may be fixed from time to time by the board of directors, or at such other
place either within or without the State of Delaware as shall be designated from
time to time by the board of directors and stated in the notice of the meeting.
Meetings of stockholders for any other purpose may be held at such time and
place, within or without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.

         Section 2. Annual meetings of stockholders shall be held on the first
Thursday in June, if not a legal holiday, and if a legal holiday, then on the
next secular day following, at 2:00 p.m., or at such other date and time as
shall be designated from time to time by the board of directors and stated



in the notice of the meeting, at which they shall elect by a plurality vote a
board of directors, and transact such other business as may properly be brought
before the meeting.

         Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting as provided by law.

         Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

         Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the chairman of the board and shall be called by
him or the secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

         Section 6. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than nor more

                                      - 2 -



than five days before the date of the meeting, to each stockholder entitled to
vote at such meeting.

         Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

         Section 8. The holders of the stock issued and outstanding and entitled
to vote thereat, present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the certificate of incorporation.
If, however, such quorum shall not be present or represented at any meeting of
the stockholders, the stockholders entitled to vote thereat, present in person
or represented by proxy, shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

         Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required, in which case
such express provision shall govern and control the decision of such question.

         Section 10. Each stockholder shall at every meeting of the stockholders
be entitled to one vote in person or by proxy for each share of the capital
stock having voting power held by such

                                     - 3 -



stockholder, but no proxy shall be voted on after three years from its date,
unless the proxy provides for a longer period.

         Section 11. Any action required to be taken at any annual or special
meeting of stockholders of the corporation, or any action which may be taken at
any annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.

                             ARTICLE III - DIRECTORS

         Section 1. Upon the resignation of the sole director appointed by the
incorporators, the number of directors which shall constitute the whole board
shall be 5. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each director
elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

         Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner

                                      - 4 -



provided by statute. If, at the time of filling any vacancy or any newly created
directorship, the directors then in office shall constitute less than a majority
of the whole board (as constituted immediately prior to any such increase), the
Court of Chancery may, upon application of any stockholder or stockholders
holding at least ten percent of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order an
election to be held to till any such vacancies or newly created directorships,
or to replace the directors chosen by the directors then in office.

         Section 3. The business of the corporation shall be managed by or under
the direction of its board of directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the certificate of incorporation or by these by-laws directed or required to
be exercised or done by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

         Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special

                                      - 5 -



meetings of the board of directors, or as shall be specified in a written waiver
signed by all of the directors.

         Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.

         Section 7. Special meetings of the board may be called by the president
on 3 days' notice to each director, either personally or by mail or by telegram;
special meetings shall be called by the chairman of the board or the secretary
in like manner and on like notice on the written request of two directors unless
the board consists of only one director, in which case special meetings shall be
called by the chairman of the board or secretary in like manner and on like
notice on the written request of the sole director.

         Section 8. At all meetings of the board, a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute. If a quorum shall not be present at any
meeting of the board of directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

         Section 9. Any action required or permitted to be taken at any meeting
of the board of directors or of any committee thereof may be taken without a
meeting, if all members of the board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the board or committee.

         Section 10. Members of the board of directors, or any committee
designated by the board of directors, may participate in a meeting of the board
of directors, or any committee, by means of

                                      - 6 -



conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at the meeting.

                             COMMITTEES OF DIRECTORS

         Section 11. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.

         In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the board of directors to act at the meeting in the place of
any such absent or disqualified member.

         Any such committee, to the extent provided in the resolution of the
board of directors, shall have and may exercise all of the powers and authority
of the board of directors in the management of the corporation, and may
authorize the seal of the of the corporation to be affixed to all papers which
may require it, but no such committee shall have power or authority in reference
to amending the certificate of incorporation (except that a committee may, to
the extent authorized in the resolution or resolutions providing for the
issuance of shares of stock adopted by the board of directors as provided in
Section 151(a) of the General Corporation Law, fix any of the preferences or
rights of such shares relating to dividends, redemption, dissolution, any
distribution of assets of the corporation or the conversion into, or the
exchange of such shares for, shares of any other class

                                      - 7 -



or classes or any other series of the same or any other class or classes of
stock of the corporation), adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommending to the
stockholders a dissolution of the corporation or a revocation of a dissolution
or amending the by-laws of the corporation; and, unless the resolution or the
certificate of incorporation expressly so provide, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock or to adopt a certificate of ownership and merger. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the board of directors.

         Section 12. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.

                            COMPENSATION OF DIRECTORS

         Section 13. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall leave the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                     - 8 -



                              REMOVAL OF DIRECTORS

         Section 14. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any director or the entire board of directors
may be removed, with or without cause, by the holders of a majority of shares
entitled to vote at an election of directors.

                              ARTICLE IV - NOTICES

         Section 1. Whenever, under the provision of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.

         Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                              ARTICLE V - OFFICERS

         Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be a president, a vice president, a secretary and a
treasurer. The board of directors may also choose additional vice presidents,
and one or more assistant secretaries and assistant treasurers. Any

                                      - 9 -



number of offices may be held by the same person, unless the certificate of
incorporation or these by-laws otherwise provide.

         Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, one or more vice
presidents, a secretary and a treasurer.

         Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

         Section 4. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.

                            THE CHAIRMAN OF THE BOARD

         Section 5. The chairman of the board shall preside at all meetings of
the stockholders and the board of directors.

                                  THE PRESIDENT

         Section 6. The president shall be the chief executive officer of the
corporation, shall have general and active management of the business of the
corporation, shall see that all orders and resolutions of the board of directors
are carried into effect and shall execute bonds, mortgages and other contracts
in the name and on behalf of the corporation, except where the execution thereof
shall be expressly delegated by the board of directors to some other officer or
agent of the corporation.

                                     - 10 -



He shall havesuch further powers as the board of directors may from time to time
by resolution confer upon him. In the absence or refusal to act of the chairman
of the board, the powers of the chairman of the board shall devolve upon the
president.

                               THE VICE PRESIDENTS

         Section 7. In the absence of the president or in the event of his
inability or refusal to act, the vice president (or in the event there be more
than one vice president, the vice presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all of the restrictions on the
president. The vice presidents shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

         Section 8. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
chairman of the board, under whose supervision he shall be. He shall have
custody of the corporate seal of the corporation and he, or an assistant
secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by the signature of
such assistant secretary. The board of directors may

                                     - 11 -



give general authority to any other officer to affix the seal of the corporation
and to attest the affixing by his signature.

         Section 9. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

         Section 10. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.

         Section 11. The treasurer shall disburse the funds of the corporation
as may be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

         Section 12. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death,

                                     - 12 -


resignation, retirement or removal from office of all books, papers, vouchers.
money and other property of whatever kind in his possession or under his control
belonging to the corporation.

         Section 15. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.

                      ARTICLE VI - CERTIFICATES FOR SHARES

         Section 1. The shares of the corporation shall be represented by
certificates. Certificates shall be signed by, or in the name of the corporation
by, the chairman of the board of directors, or the president or a vice president
and the treasurer or an assistant treasurer, or the secretary or an assistant
secretary of the corporation.

         If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in Section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which the corporation shall issue to represent such class or
series of stock, a statement that the corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences

                                     - 13 -



and relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.

         Section 2. Any of or all the signatures on a certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer. transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

         Section 3. The board of directors may direct a new certificate or
certificates representing shares to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

                                     - 14 -



                                TRANSFER OF STOCK

         Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                               FIXING RECORD DATE

         Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.

                             REGISTERED STOCKHOLDERS

         Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and

                                     - 15 -



shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by the laws
of Delaware.

                        ARTICLE VII - GENERAL PROVISIONS

         Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

         Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                   FISCAL YEAR

         Section 3. The fiscal year of the corporation shall be January 1
through December 31.

                                      SEAL

         Section 4. The corporate seal shall be adopted by the directors.

                                     - 16 -



                                 INDEMNIFICATION

         Section 5. The corporation shall indemnity its officers, directors,
employees and agents to the full extent permitted by the General Corporation Law
of Delaware.

                            ARTICLE VIII - AMENDMENTS

         Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
by-laws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal by-laws is conferred upon the board of directors by the
certificate of incorporation, it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.

                                     - 17 -



                                  SUBSCRIPTION

         The undersigned hereby subscribes for 1,000 shares of the capital stock
of HAYES WHEELS INTERNATIONAL -- MEXICO, INC., a Delaware corporation, for the
par value thereof.

Dated: August 12, 1995

                                                HAYES WHEELS INTERNATIONAL, INC.

                                                By: /s/ Daniel M. Sandberg
                                                    ----------------------------
                                                    Daniel M. Sandberg
                                                    Vice President

EX-3.39

                                                                    EXHIBIT 3.39

                              DEPARTMENT OF STATE

                               THE STATE OF OHIO

                                 SHERROD BROWN

                               Secretary of State

                                     326402

                                  CERTIFICATE

IT IS HEREBY CERTIFIED that the Secretary of State of Ohio has custody of the
Records of Incorporation and Miscellaneous Filings; that said records show the
filing and recording of AMA INC CHI
                                               of

MOTOR WHEEL CORPORATION

                                    Recorded on Roll G131 at Frame 1093 of the
                                    Records of Incorporation and Miscellaneous
                                    Filings.

   UNITED STATES OF AMERICA         WITNESS MY HAND AND THE SEAL OF THE
        STATE OF OHIO               SECRETARY OF STATE, AT THE CITY OF
OFFICE OF THE SECRETARY OF STATE    COLUMBUS, OHIO, THIS 30TH DAY OF MARCH,
                                    A.D. 1987.
           [SEAL]
                                    /s/ SHERROD BROWN
                                    -------------------
                                    SHERROD BROWN
                                    Secretary of State


                           CERTIFICATE OF ADOPTION OF
                       AMENDED ARTICLES OF INCORPORATION
                           OF MOTOR WHEEL CORPORATION

         Joseph C. Overbeck, President and Dale R. Martin, Secretary of Motor
Wheel Corporation, an Ohio corporation (the "Corporation"), do hereby certify
that:

         1. In a writing signed under the provisions of Section 1701.54 of the
Ohio Revised Code, the sole shareholder of the Corporation entitled to a notice
of a meeting of shareholders executed on March 21, 1987, the following
resolutions adopting the Amended Articles of Incorporation of the Corporation:

         RESOLVED, that the Amended Articles of Incorporation attached
     as Exhibit A hereto be and hereby is approved and adopted.

         RESOLVED, that the President, any Vice President, the
     Secretary, and each of them, be and hereby are authorized and
     directed for and on behalf of the Corporation, to execute,
     certify, seal, file, and deliver, a Certificate of Amended
     Articles of Incorporation referred to in the preceding resolution
     and any other documents, and to take or cause to be taken any
     such other action which, in the judgment of such officers or
     officer of the Corporation, may be necessary or appropriate in
     connection with the adoption of such Amended Articles of
     Incorporation.

         2. Attached hereto is a true, correct and complete copy of the Amended
Articles of Incorporation of the Motor Wheel Corporation, as so adopted by the
sole shareholder.

                                     Page 3



                                                                               2

         IN WITNESS WHEREOF, the above named officers have subscribed their
names this 27th day of March, 1987.

                                        By: /s/ Joseph C. Overbeck
                                            --------------------------------
                                            Joseph C. Overbeck,
                                            President

                                       And: /s/ Dale R. Martin
                                            --------------------------------
                                            Dale R. Martin,
                                            Secretary

                                     Page 4



                       AMENDED ARTICLES OF INCORPORATION
                                       OF
                             MOTOR WHEEL CORPORATION

                                    I. Name.

             The name of the Corporation is Motor Wheel Corporation.

                             II. Principal Office.

         The principal office of the Corporation in the State of Ohio is located
in Akron in Summit County.

                                 III. Purpose.

         The purpose for which the Corporation is formed is to engage in any
lawful act or activity for which corporations may be formed under Sections
1701.01 to 1701.98, inclusive, of the Ohio Revised Code.

                             IV. Authorized Shares

         The maximum number of shares the Corporation is authorized to have
outstanding is 302,500, classified as follows: (a) 300,000 Cumulative
Exchangeable Preferred Shares, without par value (the "Preferred Shares"); and
(b) 2,500 Common Shares, without par value (the "Common Shares").

A. Preferred Shares

         The Preferred Shares have the following terms and provisions:

                                     Page 5



                                                                               2

     Section 1. Dividends

         The holders of Preferred Shares, in preference to the holders of Common
Shares and of any other class of shares ranking junior to the Preferred Shares,
shall be entitled to receive out of any funds legally available and when and as
declared by the Board of Directors, dividends payable semi-annually on April 1
and October 1 in each year, at the rate of $11.25 per share per annum,
commencing on October 1, 1987 and continuing through April 1, 1993; at the rate
of $11.75 per share per annum on October 1, 1993 and April 1, 1994; at the rate
of $12.25 per share per annum on October 1, 1994 and April 1, 1995; at the rate
of $12.75 per share per annum on October 1, 1995 and April 1, 1996; and
thereafter at the rate of $13.25 per share per annum. Such dividends shall be
cumulative so that if dividends in respect of any previous or current dividend
payment shall not have been paid or declared and a sum sufficient for the
payment thereof set apart for payment, the deficiency shall first be fully paid
before any dividend or other distribution in respect of any class of equity
securities of the Corporation shall be paid or declared. Accumulations of cash
dividends shall not bear interest. Dividends shall accrue ratably throughout
each dividend period.

     Section 2. Voting

         (a) Except as expressly provided herein or required by the laws of the
State of Ohio, the voting powers of the shareholders of the Corporation shall be
vested exclusively in the holders of the Common Shares.

                                     Page 6


                                                                               3

         (b)(i) If, and so often as, the Corporation shall not have paid or
declared and set apart for payment a dividend payment when due on the Preferred
Shares, then until such time as all dividends in arrears have been paid or
declared and set apart for payment by the Corporation, but not longer, the
holders of Preferred Shares shall be entitled to elect two members to the Board
of Directors of the Corporation.

         (ii) when the voting rights provided for in paragraph (b)(i) are in
effect, such rights may be exercised by the holders of Preferred Shares at the
next following annual or special meeting of the shareholders of the Corporation
for the election of Directors, and shall remain in effect and exercisable at
each succeeding meeting of the shareholders of the Corporation until all accrued
and unpaid dividends on the Preferred Shares then outstanding shall have been
paid or declared and set apart for payment, whereupon the holders of Preferred
Shares shall be divested of such voting rights in respect of subsequent
elections of Directors whether at an annual or special meeting of shareholders
of the Corporation, subject to the revesting of such voting rights pursuant to
paragraph (b)(i). Holders of 50 percent of the then outstanding Preferred Shares
shall have the right to call a special meeting of the shareholders of the
Corporation for purposes of this Section 2(b)(ii).

         (iii) At any meeting at which the holders of Preferred Shares shall be
entitled to elect Directors, the

                                     Page 7



                                                                               4

holders of 50 percent of the then outstanding Preferred Shares, present in
person or by proxy, shall constitute a quorum, and the vote of the holders of a
majority of the Preferred Shares so present shall be sufficient to elect the
Directors which the holders of Preferred Shares are entitled to elect pursuant
to this Section 2. Notwithstanding any provision of these Amended Articles of
Incorporation or the Regulations of the Corporation or any action taken by the
holders of any class of shares fixing the number of Directors of the
Corporation, (A) the Directors who may be elected by the holders of Preferred
Shares pursuant to this Section 2 shall serve in addition to any other Directors
then in office or proposed to be elected otherwise than pursuant to this Section
and (B) the election of Directors by the holders of Preferred Shares shall not
require the resignation of any Director elected by the holders of Common Shares.
Notwithstanding any classification of the other Directors of the Corporation,
the Directors elected by the holders of Preferred Shares pursuant to this
Section 2 shall be elected annually for terms expiring at the next succeeding
annual meeting of the holders of Common Shares; provided, however, that whenever
the holders of Preferred Shares shall be divested of the voting power as
provided above, the terms of office of all persons elected as Directors by the
holders of the Preferred Shares pursuant to this Section 2 shall immediately
terminate and the number of Directors shall be reduced accordingly.

                                     Page 8



                                                                               5

         Section 3. Liquidation Rights

             (a)(i) The holders of Preferred Shares shall, in the event of
liquidation, dissolution or winding up of the affairs of the Corporation on or
prior to April 1, 1993, be entitled to receive in full out of the net assets of
the Corporation, including its capital, before any amount shall be paid to or
distributed among the holders of Common Shares or any other shares of capital
stock of the Corporation, $100.00 per share together with, in all cases, all
past accrued and unpaid dividends. After April 1, 1993, the holders of Preferred
Shares shall, in the event of liquidation, dissolution or winding up of the
affairs of the Corporation, be entitled to receive in full out of the net assets
of the Corporation, including without limitation its capital, before any amount
shall be paid to or distributed among the holders of Common Shares or any other
shares of capital stock of the Corporation, $110.00 per share together with, in
all cases, all past accrued and unpaid dividends. In the event that the net
assets of the Corporation legally available therefor are insufficient to permit
the payment upon all outstanding Preferred Shares of the full preferential
amount to which they are respectively entitled, then such net assets shall be
distributed ratably upon the outstanding Preferred Shares.

             (ii) After payment to holders of Preferred Shares of the full
preferential amounts as aforesaid or after funds sufficient to pay such amounts
have been set apart for payment,

                                     Page 9



                                                                               6

holders of Preferred Shares as such shall have no further right or claim to any
of the remaining assets of the Corporation.

            (b) The merger or consolidation of the Corporation into or
with any other corporation, or the merger of any other corporation into the
Corporation, shall not be deemed to be a liquidation, dissolution or winding up
for the purposes of this Section 3.

         Section 4.   Exchange Rights

             The Corporation, at its sole potion, shall have the right to
redeem all, but not less than all, of the Preferred Shares for Junior
Subordinated Exchange Debentures of the Corporation ("Debentures") at any time
after April 1, 1990, so long as the ratio between (a) the consolidated debt of
the Corporation (i) for money borrowed or (ii) evidenced by a note, debenture or
other similar instrument (including without limitation capitalized leases and
purchase money mortgages) given in connection with the acquisition of any
property or asset (including without limitation securities), any other debt
which the Corporation has guaranteed or for which it is otherwise liable, and
any amendment, renewal, extension, restructuring or refunding of any such debt
("Debt") and (b) the consolidated shareholders' equity of the Corporation,
determined in accordance with generally accepted accounting principles (the
"Debt/Equity Ratio"), based on the financial statements of the Corporation as
of the end of its last fiscal year on a pro forma basis after giving effect to
the exchange

                                     Page 10



                                                                               7

provided for herein and assuming such exchange occurs on the last day of such
year, is not greater than five-to-one, provided that the Corporation shall have
received an opinion of counsel that the exchange shall not adversely affect the
exemption from registration of the original issuance of the Preferred Shares
("Exchange Opinion").

          Any holder of Preferred Shares has the right to exchange all,
but not less than all, of the Preferred Shares held by him into Debentures at
any time after the sale for cash of any class of equity securities of the
Corporation or any corporation owning a majority of the Common Shares of the
Corporation involving receipt by the Corporation or such corporation of not less
than $15,000,000, so long as the Debt/Equity Ratio, based on the financial
statements of the Corporation as of the end of its last fiscal year after giving
effect to the exchange provided for herein and assuming such exchange occurs on
the last day of such year, is not greater than five-to-one and provided that the
Corporation shall have received an Exchange Opinion.

          Upon exchange, holders of outstanding Preferred Shares will be
entitled to receive in exchange for each Preferred Share held by them at the
date fixed for exchange (the "Exchange Date") $100.00 (if the Exchange Date is
on or before April 1, 1993) or $110.00 (if the Exchange Date is after April 1,
1993) principal amount of Debentures together with all then accrued and unpaid
dividends on such Preferred Share for all

                                     Page 11


                                                                               8

dividend payment dates on or prior to the Exchange Date, provided, however,
that, if fewer than 10 Preferred Shares are held, then no Debenture shall be
issued and the holder shall receive in lieu of such Debenture a cash payment of
$100.00 per Preferred Share (if the Exchange Date is on or before April 1, 1993)
or $110.00 per Preferred Share (if the Exchange Date is after April 1, 1993)
together with all then accrued and upaid dividends on such Preferred Share for
all dividend payment dates on or prior to the Exchange Date.

            Notice of the exchange (the "Exchange Notice") shall, in the
case of an exchange at the option of the Corporation, be given by the
Corporation by mailing, postage prepaid, a copy of such notice to each holder of
record of the Preferred Shares at its address then appearing on the books of the
Corporation and, in the case of an exchange at the option of the holder, be
given by the holder by mailing, postage prepaid, a copy of such notice to the
Corporation; the Exchange Notice shall designate the Exchange Date, which date
shall be not less than 60 nor more than 90 days following the date of the
Exchange Notice.

            Prior to giving the Exchange Notice, or promptly following the
first receipt of an Exchange Notice from any holder, the Corporation shall
execute and deliver, with a bank or trust company selected by the Corporation,
an Indenture relating to the Debentures substantially in the form on file with
the Secretary of the Corporation on the date of the first issuance of Preferred
Shares, with such changes as may be required by law, stock exchange rule or
usage or that do not

                                     Page 12



                                                                               9

adversely affect the interests of the holders of the Debentures. The Corporation
will mail to the holder of any Preferred Shares a copy of the Indenture without
charge within ten days after receipt of written request therefor addressed to
the Secretary at the principal office of the Corporation. Prior to the giving of
the Exchange Notice (or prior to the Exchange Date if the Exchange Notice is
given by a holder), the Corporation shall file at the office of the exchange
agent for such Debentures an opinion of counsel to the effect that the Indenture
has been duly authorized, executed and delivered by the Corporation, has been
duly qualified under the Trust Indenture Act of 1939 (or that such qualification
is not necessary), and constitutes a valid and binding instrument enforceable
against the Corporation in accordance with its terms (subject, as to
enforcement, to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to general
principles of equity, and subject to such other qualifications as are then
customarily contained in opinions of counsel experienced in such matters); that
the Debentures have been duly authorized and, when executed and authenticated in
accordance with the provisions of the Indenture and delivered in exchange for
the Preferred Shares, will constitute valid and binding obligations of the
Corporation entitled to the benefits of the Indenture (as aforesaid); that the
exchange of the Debentures for the Preferred Shares shall not violate the laws
of the State of

                                     Page 13



                                                                              10

Ohio; and that the exchange of the Debentures for the Preferred Shares is exempt
from the registration requirements of the Securities Act of 1933, as amended
(the "Act") or, if no such exemption is available, that the Debentures have been
duly registered for such exchange under the Act.

            On the Exchange Date, each holder of the Preferred Shares to
be exchanged shall surrender the certificates evidencing all Preferred Shares
owned by such holder to the Corporation at the principal office of the
Corporation, against delivery of Debentures by the Corporation to the holder.
The certificates shall be duly endorsed in blank or accompanied by a written
instrument or instruments of transfer in form and substance satisfactory to the
Corporation, duly executed by the holder or an authorized representative of the
holder; such certificates shall bear no legends and the Preferred Shares
represented thereby shall not be subject to any restrictions or encumbrances
other than any legends, restrictions or encumbrances imposed or created by the
Corporation. From and after the Exchange Date and notwithstanding that the
certificates evidencing any Preferred Shares to be exchanged shall not have been
surrendered, all rights of the holders thereof with respect to such Preferred
Shares shall forthwith after such date cease and terminate, except only the
right of the holders to receive the Debentures upon surrender of their
certificates therefor.

                                     Page 14



                                                                              11

             The Debentures shall bear interest at the rate of 12% per
annum, payable in semi-annual installments on April 1 and October 1 in each
year, commencing with the first such date immediately preceeding the date of
issuance of the Debentures or, if the date of issuance or the Debentures is on
either of such dates, commencing on such date. The Debentures may be redeemed in
whole or in part at the sole option of the Board of Directors of the Corporation
at any time from April 1, 1990 through April 1, 1998 upon payment to the holder
thereof of the following redemption price (expressed as a percentage of
principal amount):



If redeemed during the
twelve month period
beginning April 1,                       Redemption Price
- ----------------------                  ----------------
                                     
    1990-1992                                 103%
         1993                                 102
         1994                                 101
    1995 and thereafter                       100


together with any accrued and unpaid interest.

             The indebtedness evidenced by the Debentures will be
subordinate to prior payment in full of the principal of, and premium, if any,
and interest on all Debt of the Corporation, including without limitation the
Corporation's 12 3/8% Senior Subordinated Notes due 1997 and any additional
indebtedness of the Corporation (other than convertible indebtedness) issued
subsequent to the date the Preferred Shares are issued, upon any distribution of
assets of the Corporation in any

                                     Page 15



                                                                              12

liquidation, dissolution or winding up of the Corporation. The indebtedness
evidenced by the Debentures will be senior to the Preferred Shares, Common
Shares and any convertible indebtedness issued subsequent to the date the
Preferred Shares are issued.

         Section 5. Redemption

            The Preferred Shares shall be subject to redemption by the
Corporation in accordance with the following provisions:

            (a)      Exercise. The Corporation shall have the right, exercisable
by the affirmative vote of a majority of its Board of Directors, to redeem from
any holder of Preferred Shares any number of Preferred Shares at any time so
long as the Debt/Equity Ratio, based on the financial statements of the
Corporation as of the end of its last fiscal year after giving effect to the
redemption provided for herein and assuming such redemption occurs on the last
day of such year, is not greater than three-to-one. The price (the "Redemption
Price") at which the Preferred Shares are to be redeemed shall be as follows:



If redeemed during the
twelve month period                                  Redemption Price
beginning April 1,                                       Per Share
- -----------------------                              ----------------
                                                  
     1987-1992                                            $103.00
     1993                                                  112.20
     1994                                                  111.10
     1995 and thereafter                                   110.00


together with all past accrued and unpaid dividends on such Preferred Shares for
all dividend payment dates on or prior to the date fixed for redemption (the
"Redemption Date").

                                     Page 16


                                                                              13

         (b) Redemption Notice. Notice of the redemption (the "Redemption
Notice") shall be given by the Corporation by mailing, postage prepaid, a copy
of such notice to each holder of record of the Preferred Shares to be redeemed,
at its address then appearing on the books of the Corporation. The Redemption
Notice shall state the Redemption Date, which date shall be not less than 30
days following the date of the Redemption Notice (or, if not a business day, the
next following business day), the number of Preferred Shares to be redeemed from
the holder thereof and the full price to be paid upon redemption.

         (c) Redemption Closing. On the Redemption Date, the holder of the
Preferred Shares to be redeemed shall surrender the certificates evidencing such
shares to the Corporation at the principal office of the Corporation, against
delivery by the Corporation to the holder of a certified or official bank check
in an amount equal to the Redemption Price. The certificates shall be duly
endorsed in blank or accompanied by a written instrument or instruments of
transfer in form and substance satisfactory to the Corporation, duly executed
by the holder or an authorized representative of the holder; such certificates
shall bear no legends and the Preferred Shares represented thereby shall not be
subject to any restrictions or encumbrances other than any legends, restrictions
or encumbrances imposed or created by the Corporation. If less than all the
shares represented by any such surrendered certificates are to be redeemed, a
new certificate shall be

                                     Page 17



                                                                              14

issued by the Corporation to the holder representing any unredeemed shares. From
and after the Redemption Date (unless the Corporation defaults in payment of the
Redemption Price) and notwithstanding that the certificates evidencing any
Preferred Shares shall not have been surrendered, all rights of the holders
thereof with respect to the Preferred Shares shall forthwith after such date
cease and terminate, except only the right of the holders to receive the
Redemption Price on such shares upon surrender of their certificates therefor.

B. Common Shares

         The Common Shares shall be subject to the terms of the Preferred
Shares. Each Common Share shall be equal to every other Common Share in all
respects. The holders of Common Shares shall be entitled to one vote for each
Common Share upon all matters presented to the shareholders of the Corporation,
except as and to the extent otherwise provided for in these Amended Articles of
Incorporation. Dividends on the Common Shares shall be paid on such dates and in
such amounts as declared from time to time by the Directors of the Corporation;
provided, however, that no dividend or distribution shall be declared or paid
with respect to any Common Share unless the same is declared and paid with
respect to all Common Shares; further provided, however, that no dividend shall
be paid or declared and set apart for payment to holders of Common Shares unless
all accrued and unpaid dividends on the Preferred Shares shall have first been
paid or declared and set apart for payment.

                                     Page 18



                                                                              15

                              V. Pre-Emptive Rights

         Except as otherwise provided herein, no holders of any class of shares
of the Corporation shall have any pre-emptive right to purchase or have offered
to them for purchase any shares or other securities of the Corporation.

                              VI. Share Repurchases

         The Corporation may from time to time, pursuant to authorization by the
Board of Directors and without action by the shareholders, purchase or otherwise
acquire shares of the Corporation of any class or classes in such manner, upon
such terms and in such amounts as the Board of Directors shall determine;
subject, however, to such limitation or restriction, if any, as is contained in
the express terms of any class of shares of the Corporation outstanding at the
time of the purchase or acquisition in question.

                            VII. Voting Requirements

         Notwithstanding any provision of the Ohio Revised Code now or hereafter
in force requiring for any purpose the vote, consent, waiver or release of the
holders of shares entitling them to exercise two-thirds, or any other
proportion, of the voting power of the Corporation or of any class or classes of
shares thereof, such action, unless otherwise expressly required by statute or
by these Amended Articles of Incorporation, may be taken by the vote, consent,
waiver or

                                     Page 19



                                                                              16

release of the holders of shares entitling them to exercise a majority of the
voting power of the Corporation or of such class or classes.

                           VIII. Superseding Articles

         These Amended Articles of Incorporation of the Corporation supersede
and take the place of the heretofore existing Articles of Incorporation of the
Corporation.

                                     Page 20



                                                                      05179-0101

                                THE STATE OF OHIO

                                    BOB TAFT

                               Secretary of State

                                     326402

                                   CERTIFICATE

It is hereby certified that the Secretary of State of Ohio has custody of the
Records of Incorporation and Miscellaneous Filings; that said records show the
filing and recording of: AMD CHL

                                                                             of:

         MOTOR WHEEL CORPORATION

                                         Recorded on Roll 5179 at Frame 0102 of
United States of America                 the Records of Incorporation and
    State of Ohio                        Miscellaneous Filings.
Office of the Secretary of State

                                         Witness my hand and the seal of the
                                         Secretary of State at Columbus, Ohio,
           [SEAL]                        this 6TH day of JUNE    ,
                                         A.D. 1995.

                                        /s/ Bob Taft
                                        BOB TAFT
                                        Secretary of State

                                    Page 2


[SEAL]           Prescribed by                           Charter No. 326402
                 BOB TAFT, Secretary of State            Approved CR
                 30 East Broad Street, 14th Floor        Date 6-6-95
                 Columbus, Ohio 43266-0418               Fee 35.00
                                                         C506713001

                            CERTIFICATE OF AMENDMENT
              BY SHAREHOLDERS TO THE ARTICLES OF INCORPORATION OF

               Motor Wheel Corporation
- --------------------------------------------------------------------------------
                              (Name of Corporation)

               Richard W. Tuley
- ----------------------------------------------------, who is :
                                              Executive
[ ] Chairman of the Board  [ ] President  [X] Vice President (Please check one.)

and Dale R. Martin , who is:

[X] Secretary              [ ] Assistant Secretary (Please check one.)
of the above named Ohio corporation organized for profit does hereby certify
that: (Please check the appropriate box and complete the appropriate
statements.)

[X] a meeting of the shareholders was duly called for the purpose of adopting
    this amendment and held on March 14, 1995 at which meeting a quorum of the
    shareholders was present in person or by proxy, and by the affirmative vote
    of the holders of shares entitling them to exercise 100% of the voting
    power of the corporation.

[ ] in a writing signed by all of the shareholders who would be entitled to
    notice of a meeting held for that purpose, the following resolution to amend
    the articles was adopted:

                        RECEIVED                    RECEIVED

                        JUN 06 1995                 MAY 25 1995

                        BOB TAFT                    BOB TAFT
                        SECRETARY OF STATE          SECRETARY OF STATE

IN WITNESS WHEREOF, the above named officers, acting for and on the behalf of
the corporation, have hereto subscribed their names this 8th day of May 1995.

       Richard W. Tuley                              Dale R. Martin
By ----------------------------------      By ----------------------------------
  (Executive Vice President)                  (Secretary, Assistant Secretary)

NOTE: OHIO LAW DOES NOT PERMIT ONE OFFICER TO SIGN IN TWO CAPACITIES. TWO
SEPARATE SIGNATURES ARE REQUIRED, EVEN IF THIS NECESSITATES THE ELECTION OF A
SECOND OFFICER BEFORE THE FILING CAN BE MADE.

SHARE

                                     Page 3



                            MOTOR WHEEL CORPORATION

                                 CERTIFICATION

         I hereby certify that I am the duly elected Secretary of MOTOR WHEEL
CORPORATION, an Ohio corporation, and that the following is a true, complete and
correct copy of a shareholder resolution authorized and issued by MWC Holdings,
Inc. as the sole shareholder of Motor Wheel Corporation, on March 14, 1995:

         RESOLVED, that the President of MWC Holdings, Inc. (the "Company") be
and hereby is authorized, on behalf of the Company, as the sole shareholder of
Motor Wheel Corporation (the "Corporation"), to consent in writing to the
adoption of the following shareholder resolution, effective as of Tuesday, the
14th day of March, 1995:

                  WHEREAS, the holder of all of the issued voting stock of this
         Corporation has consented in writing and authorized the Board of
         Directors and officers of this Corporation to change the principal
         office from its listed present location at 316 East Market Street, City
         of Akron, County of Summit, State of Ohio, to 428 Seiberling Street,
         City of Akron, County of Summit, State of Ohio, which consent is now on
         file in the office of this Corporation, be it

                  RESOLVED, that the Secretary of the Corporation is hereby
         directed, in accordance with the provisions of Section 1701.69 of the
         Ohio General Corporation Law, to file in the office of the Secretary of
         State where the original Articles of Incorporation are, a copy of this
         resolution, together with a copy of an affidavit showing that the sole
         shareholder of the Corporation has authorized such change in the
         location of the principal office of this Corporation, duly certified by
         the Secretary of the Corporation under the Corporate Seal, and it is
         further

                                                                        RECEIVED

                                                                     MAY 25 1995

                                                                        BOB TAFT
                                                              SECRETARY OF STATE

                                     Page 4



                  RESOLVED, that the officers of the Corporation are hereby
         authorized to do any and all other acts necessary in their judgement
         and required by law to effect the change of the principal office of
         this Corporation.

         IN WITNESS WHEREOF, I hereunto affix my name as Secretary and have
caused the corporate seal of said Corporation to be affixed this 8th day of
May, 1995.

                                               Dale R. Martin
                                               ---------------------------------
                                                         Secretary

(SEAL)

                                     Page 5



                      Ohio Secretary of State Return Slip
                           Amendment/Amended articles

                                              May 31, 1995

Motor Wheel Corporation              NOTE: THIS RETURN SLIP CREDITED IN THE
2501 Woodlake Circle                 AMOUNT OF $ 0 MUST ACCOMPANY THE CORRECTED
Okemos, MI 48864-5955                DOCUMENTS. COMPLETED DOCUMENTS MUST BE
                                     RETURNED WITHIN 30 DAYS OR A REFUND WILL BE
                                     ISSUED.

Re: Motor Wheel Corporation

Document No___________                              Additional Fee Required: $35

Dear Sir or Madam:

    The enclosed documents are being returned unfiled for the following
reason(s):

_________1.  The corporation's name must appear at the top of the certificate
             exactly the same as in our records. Please see correct name above.

_________2.  The certificate must be signed by 2 officers of the corporation.
             One signature must be that of the chairman of the board, president
             or vice-president and the second signature must be that of the
             secretary or assistant secretary. One individual may not sign in
             both capacities and, if necessary, an election or appointment must
             be made for this purpose.

             _______ if the corporation has a close corporation agreement in
                     effect, the enclosed Close Corporation Affidavit may be
                     completed.

_________3.  Our records indicate that the principal office is located in
             ___________________ However, the location given on the certificate
             is ________________ If the location has been changed (to a
             attachment city or county), then an additional resolution must be
             adopted. Changing the principal office location, include the
             appropriate county.

_________4.  Indicate what manner of adoption was used in passing the resolution
             to amend the Articles of Incorporation. If a meeting was held,
             include the percentage of the voting power that passed the
             resolution. A ________ vote is required.

_________5.  The new name you have chosen is not available without the written
             consent of _______ You may contact the prior registrant at
             ___________________________________________________________________
             ____________________ If consent cannot be obtained, please contact
             this article before filing another name to ensure that the
             alternate name is available.

_________6.  The corporation must submit its Form 7 (Annual Statement of
             Promotion of Capital Stock) for the year(s) _____ The Form 7 should
             reflect corporate activities in Ohio during the previous year. The
             forms are enclosed.

_________7.  We are unable to accept photostat copies. Original documents and
             signatures are required.

_________8.  When a corporation is amending its articles of incorporation in its
             entirety, the certificate must contain a superseding cause stating
             that the adopted amended articles of incorporation shall supersede
             the existing articles of incorporation and amendments thereto.

_________9.  The corporation was cancelled by Ohio Department of Taxation on
             __________. Before filing the amendment/amended articles, you
             must contain a D-3 (Certificate of Reinstatement) from the Ohio
             Department of Taxation (1030 Freeway Drive North, Columous, Ohio
             43229.(614) 433-7636). The D-3 must then be held with the Secretary
             of State, together with a $1000 filing fee in addition to the
             amendment documents.

________10.  Your non-profit corporation was cancelled on _______ for failure to
             file its statements of continued existence. Please fill out the
             enclosed Application for Reinstatement, submit a $1000 filing fee
             and return all the enclosed amendment documents.

________11.  The corporation's articles were cancelled on _______ for failure to
             file the Professional Annual Shareholders Reports. Before the
             filing the Amendment/Amended Articles, you must complete the
             enclosed Application for Reinstatement and annual reports for the
             year(s)_______ A filing fee of $1000 must be submitted and resumed
             together with your amendment/amended articles.



                                     Page 6



                              AGREEMENT OF MERGER

                         MERGING GENEVA METAL WHEEL CO.
                          INTO MOTOR WHEEL CORPORATION

         AGREEMENT OF MERGER, made and entered into this 23rd day of December,
1975, by and between MOTOR WHEEL CORPORATION, a corporation organized and
existing under the laws of the state of Ohio (hereinafter referred to as "Motor
Wheel"), and GENEVA METAL WHEEL CO., a corporation organized and existing under
the laws of the state of Ohio (hereinafter referred to as "Geneva").

                                  WITNESSETH:

         WHEREAS, the Boards of Directors of Motor Wheel and Geneva deem it
advisable and for the general welfare and advantage of the respective
corporations and their respective shareholders that Motor Wheel merge into
itself Geneva and that Geneva should be merged into Motor Wheel, as authorized
by the provisions of Title 17, Chapter 1701 of the Revised Code of Ohio, as
amended, under and pursuant to the terms and conditions hereinafter set forth;
and

         WHEREAS, Motor Wheel is authorized by its Articles of Incorporation to
issue a maximum of One Thousand (1,000) shares of common stock of the par value
of One Dollar ($1.00) each, all of which have been issued and are presently
outstanding; and

         WHEREAS, Geneva is authorized by its Articles of Incorporation to issue
a maximum of Two Hundred Fifty (250) shares of common stock, having no par
value, of which One Hundred (100) shares have been issued and are presently
outstanding;

                                     Page 5


         NOW, THEREFORE, in consideration of the mutual agreements and
conditions herein contained, Motor Wheel and Geneva hereby agree, in accordance
with the applicable laws of the State of Ohio, that Geneva be merged with and
into Motor Wheel, that Motor Wheel shall be the continuing and surviving
corporation (hereinafter referred to as the "Surviving Corporation"), the name
of which shall continue to be Motor Wheel Corporation, and that the terms and
conditions of the merger, the mode of carrying it into effect, and the manner
and basis of converting the shares of Geneva into shares of Motor Wheel are and
shall be as follows:

         FIRST: The name of the corporations merging and the names of the states
under the laws of which the respective corporations are organized, are:



  Name of Corporation          State of Incorporation
  -------------------          ----------------------
                            
Motor Wheel Corporation                  Ohio
Geneva Metal Wheel Co.                   Ohio


The name of the Surviving Corporation is and shall be:

                            Motor Wheel Corporation

         SECOND: The place in the State of Ohio where the principal office of
the Surviving Corporation is to be located is the City of Akron, in Summit
County.

         THIRD: The purposes for which the Surviving Corporation is Formed are:

         (a)  To manufacture, purchase, or otherwise acquire, to sell, lease,
              distribute or otherwise dispose of, and to deal in and render any
              service in

                                     - 2 -

                                     Page 6



              respect of, wheels rims, axles, bearings, hubs, brake drums, space
              heaters, and air conditioners, and other parts, components, and
              accessories for vehicles and portable equipment, and carry on and
              conduct the general business of manufacturing and merchandising;

         (b)  To manufacture, to purchase, lease or other-wise acquire to hold
              and use, to sell, lease or otherwise dispose of, and to deal in or
              with personal property of any description and any interest
              therein;

         (c)  To purchase, lease, or otherwise acquire, to invest in, hold, use
              and encumber, to sell, lease, exchange, transfer, or otherwise
              dispose of, and to construct, develop, improve, equip, maintain,
              and operate structures and real property of any description and
              any interest therein;

         (d)  To borrow money, to issue, sell, and pledge its notes, bonds, and
              other evidences of indebtedness, to secure any of its obligations
              by mortgage, pledge, or deed of trust of all or any of its
              property, and to guarantee and secure obligations of any person,
              all to carrying out any of the purpose of the Corporation;

                                     - 3 -

                                     Page 7



         (e)  To invest its funds in any shares or other securities of another
              corporation, business, or undertaking or of a government,
              governmental authority, or governmental subdivision; and

         (f)  To do whatever is deemed necessary, useful, or conducive to
              carrying out any of the purposes of the Corporation and to
              exercise all other authority enjoyed by corporations generally by
              virtue of the provisions of the Ohio General Corporation Law.

         FOURTH: The authorized number of shares of the Surviving Corporation is
One Thousand Five Hundred(1,500), all of which are Common Shares with a par
value of One Dollar($1.00) each.

         FIFTH: The Surviving Corporation, by action of its directors, and
without action by its shareholders, may purchase its own shares in accordance
with the provisions of the Ohio General Corporation Law. Such purchases may be
made either in the open market or at public or private sale, in such manner and
amounts, from such holder or holders of outstanding shares of the Corporation,
and at such prices as the directors shall from time to time determine.

         SIXTH: The directors and officers of the Surviving Corporation shall
continue in office until the next annual meeting shareholders and until their
successors shall have been duly elected and qualified.

                                     - 4 -

                                     Page 8



         SEVENTH: The present Code of Regulation of Motor Wheel shall be Code of
Regulations the Surviving Corporation until changed or repealed according to the
provisions thereof.

         EIGHTH: Fredrick S Myers, whose address is 1144 East Market Street, in
the City of Akron, County of Summit, State of Ohio, a natural person and
resident of said County, is hereby appointed as the statutory agent of the
Surviving Corporation on whom any process, notice or demand against the
Surviving Corporation or Geneva may be served.

         NINTH: The mode of carrying into effect the merger and the manner and
basis of converting the shares of common stock of Motor Wheel and Geneva into
shares of common stock of the Surviving Corporation forthwith upon Effective
Date are as follows:

         (a)  Each of the outstanding shares of Common Stock of Geneva, no par
              value, which is issued and outstanding on the Effective Date
              shall, by virtue of the merger and without any action on the part
              of the holders thereof, be converted into shares of the Common
              Stock of the Surviving Corporation at the rate of
              one (1) share of Common Stock of the Surviving Corporation for one
              (1) share of Geneva Common Stock.

                                      - 5 -

                                     Page 9



         (b)  Each of the outstanding shares of Common Stock of Motor Wheel, One
              Dollar ($1.00) par value, which is issued and outstanding on the
              Effective Date shall, by virtue of the merger and without any
              action on the part of the holders thereof, be converted into
              shares of the Surviving Corporation at the rate of one (1) share
              of common Stock of the Surviving Corporation for one (1) share of
              Motor Wheel Common Common Stock.

         (c)  The holders of shares of the Common Stock of Geneva shall, upon
              the Effective Date of this Agreement of Merger, surrender and
              exchange their outstanding share certificates in Motor Wheel and
              Geneva for new share certificate in the Surviving Corporation
              representing the number of shares to which they are entitled under
              clause (a) of this paragraph NINTH of this Agreement of Merger.
              The present shareholder of Motor Wheel shall retain the share
              certificate presently held by it, which shares shall represent the
              shares of the Surviving Corporation in a like number, as provided
              in clause (b) of this paragraph NINTH of this Agreement of Merger.

         (d)  No fractional shares of Common Stock of the Surviving Corporation
              shall be issued upon or in connection with the merger.

                                     - 6 -

                                     Page 10



                              CERTIFICATE OF MERGER
                                       OF
                             GENEVA METAL WHEEL CO.
                                      INTO
                             MOTOR WHEEL CORPORATION

         The undersigned, a Vice President and the Assistant Secretary of Motor
Wheel Corporation, and the President and the Secretary of Geneva Metal Wheel
Co., pursuant to Section 1701.81 of the Revised Code of Ohio, do hereby certify
that the attached is a signed Agreement of Merger between Motor Wheel
Corporation and Geneva Metal Wheel Co., duly adopted in accordance with the laws
of the State of Ohio as set forth in the Certificate of Vice President and
Assistant Secretary of Motor Wheel Corporation and in the Certificate of
President and Secretary of Geneva Metal Wheel Co. attached to the said Agreement
of Merger; said Agreement of Merger and said Certificates are, hereby
incorporated herein and by specific reference made a part hereof.

                                            /s/ Bruce M Robertson
                                            ------------------------------------
                                            Bruce M Robertson, Vice President,
                                            Motor Wheel Corporation

                                            /s/ John Davies
                                            ------------------------------------
                                            John Davies, Assistant Secretary,
                                            Motor Wheel Corporation

                                            /s/ Richard A Jay
                                            ------------------------------------
                                            Richard A Jay, President,
                                            Geneva Metal Wheel Co.

                                            /s/ Fredrick S Myers
                                            ------------------------------------
                                            Fredrick S Myers, Secretary,
                                            Geneva Metal Wheel Co.

                                     Page 3



STATE OF OHIO    )
                 ) SS
COUNTY OF SUMMIT )

         Before me, a Notary Public in and for said county, personally appeared
the above named Bruce M Robertson, John Davies, Richard A Jay, and Fredrick S
Myers, who acknowledged that they did sign the foregoing instrument and that the
same was their free act and deed.

         IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal at Akron, Ohio, this 23rd day of December, 1975.

                                                 /s/ June G. Nance
                                            ------------------------------------
                                                     Notary Public

My commission expires:

June 20, 1978

                                     Page 4



         TENTH: The merger herein provided shall become effective at and as of,
and shall be effective from and after, the close of business on December 31,
1975, which shall be deemed to be at 11:59.99 P.M. on December 31, 1975 (the
"Effective Date") (provided, that this Agreement of Merger shall have been duly
filed in the office of the Secretary of State of Ohio as required by and in
accordance with the laws of the State of Ohio prior to the said Effective Date);
whereupon the separate existence of Geneva shall cease, and Geneva and Motor
Wheel shall be merged into the Surviving Corporation in accordance with this
Agreement of Merger.

         ELEVENTH: Surviving Corporation shall be possessed of all assets and
properties of every description, and every interest therein, wherever located,
and all of the rights, privileges, immunities, powers, franchises, and authority
of a public as well as of a private nature, of Motor Wheel and Geneva, and all
obligations belonging to or due to Motor Wheel and Geneva shall be vested in the
Surviving Corporation without further act or deed. Title to any real estate or
any interest therein vested in Motor Wheel or Geneva shall not in any manner be
impaired by reason of this merger. Motor Wheel and Geneva shall execute and
cause to be delivered any and all conveyances, assignments, deeds, or other
instruments, and shall take any and all actions, as shall be necessary to vest
property or rights of Motor Wheel or Geneva in the Surviving Corporation.

         The Surviving Corporation shall be liable for all of the obligations of
Motor Wheel and Geneva. All of the rights of

                                      - 7 -

                                     Page 11



creditors of Motor Wheel and Geneva are preserved unimpaired, and all lines, if
any, upon the properties of Motor Wheel and Geneva are preserved unimpaired.

         IN WITNESS WHEREOF, Motor Wheel Corporation and Geneva Metal Wheel Co.
have caused this Agreement of Merger to be executed in their respective
corporate names and their respective corporate seals to be affixed hereto by
their Vice President and President, respectively, and their Assistant Secretary
and Secretary, respectively, each thereunto duly authorized by their respective
Boards of Directors and shareholders on the day and year first above written.

[Corporate Seal]                                MOTOR WHEEL CORPORATION

Attest: /s/ John Davies                         By /s/ Bruce M Robertson
        -------------------------                  -----------------------------
            John Davies                                Bruce M Robertson
        Assistant Secretary                              Vice President

[Corporate Seal]                                GENEVA METAL WHEEL CO.

Attest: /s/ Fredrick S Myers                    By /s/ Richard A Jay
        -------------------------                  -----------------------------
            Fredrick S Myers                           Richard A Jay
              Secretary                                  President

                                      - 8 -

                                     Page 12



STATE OF OHIO    )
                 ) SS
COUNTY OF SUMMIT )

         Before me, a Notary Public in and for said county, personally appeared
Bruce M Robertson, Vice President, and John Davies, Assistant Secretary, of
Motor Wheel Corporation, the corporation which executed the foregoing
instrument, who acknowledged that the seal affixed to said instrument is the
corporate seal of said corporation; that they did sign and seal said instrument
as Vice President and Assistant Secretary in behalf of said corporation and by
authority of its Board of Directors and shareholders; and that said instrument
is their free act and deed individually and as Vice President and Assistant
Secretary and the free and corporate act and deed of said Motor Wheel
Corporation.

         IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal at Akron, Ohio, this 23rd day of December, 1975.

                                                        /s/ June G. Nance
                                                    ----------------------------
                                                            Notary Public

My commission expires:

June 20, 1978

                                     Page 13


STATE OF OHIO    )
                 ) SS
COUNTY OF SUMMIT )

         Before me, a Notary Public in and for said county, personally appeared
Richard A Jay, President, and Fredrick S Myers, Secretary, of Geneva Metal Wheel
Co., the corporation which executed the foregoing instrument, who acknowledged
that the seal affixed to said instrument is the corporate seal of said
corporation; that they did sign and seal said instrument as President and
Secretary in behalf of said corporation and by authority of its Board of
Directors and shareholders; and that said instrument is their free act and deed
individually and as President and Secretary and the free and corporate act and
deed of said Geneva Metal Wheel Co.

         IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal at Akron, Ohio, this 23rd day of December, 1975.

                                                         /s/ June G. Nance
                                                         -----------------------
                                                             Notary Public

My commission expires:

June 20, 1978

                                    Page 14



                                 CERTIFICATE OF
                          VICE PRESIDENT AND ASSISTANT SECRETARY
                                       OF
                             MOTOR WHEEL CORPORATION

         The undersigned, Bruce M Robertson, Vice President, and John Davies,
Assistant Secretary, of Motor Wheel Corporation, an Ohio corporation, do hereby
certify, as Vice President and Assistant Secretary of the said corporation, that
the Agreement of Merger to which this Certificate is attached, having been first
duly approved by resolution of the Boards of Directors of Motor Wheel
Corporation and Geneva Metal Wheel Co., the parties to the Agreement of Merger,
was duly submitted to the shareholders of Motor Wheel Corporation at a Special
Meeting of Shareholders, called and held separately from the meeting of
shareholders of any other corporation for the purpose of considering and
adopting or rejecting the said Agreement of Merger upon due notice accompanied
by a copy of the said Agreement of Merger given to all shareholders of Motor
Wheel Corporation, which meeting was held on the 23rd day of December, 1975, and
at which quorum of shareholders was present in person or by proxy, and that the
said Agreement of Merger was adopted by the affirmative vote of the holder of
all of the shares of Motor Wheel Corporation.

         IN WITNESS WHEREOF, the undersigned acting for and on behalf of Motor
Wheel Corporation have hereunto subscribed their names and caused the seal of
said corporation to be hereunto affixed this 23rd day of December, 1975.

                                              /s/ Bruce M Robertson
                                              ----------------------------------
                                              Bruce M Robertson, Vice President,
                                              Motor Wheel Corporation

[Corporate Seal of
Motor Wheel Corporation]

                                              /s/ John Davies
                                              ---------------------------------
                                              John Davies, Assistant Secretary,
                                              Motor Wheel Corporation

                                    Page 15



STATE OF OHIO    )
                 ) SS
COUNTY OF SUMMIT )

         Before me, a Notary public in and for said county, personally appeared
the above named Bruce M Robertson and John Davies, who acknowledged that they
did sign the foregoing instrument and that the same was their free act and deed.

         IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal at Akron, Ohio, this 23rd day of December, 1975.

                                                         /s/ June G. Nance
                                                         -----------------------
                                                             Notary Public

  My commission expires:

     June 20, 1978

                                    Page 16



                                 CERTIFICATE OF
                            PRESIDENT AND SECRETARY
                                       OF
                             GENEVA METAL WHEEL CO.

         The undersigned, Richard A Jay, President, and Fredrick S Myers,
Secretary, of Geneva Metal Wheel Co., an Ohio corporation, do hereby certify, as
President and Secretary of the said corporation, that the Agreement of Merger to
which this Certificate is attached, having been first duly approved by
resolution of the Boards of Directors of Geneva Metal Wheel Co. and Motor Wheel
Corporation, the parties to the Agreement of Merger, was duly submitted to the
shareholders of Geneva Metal Wheel Co. at a Special Meeting of Shareholders,
called and held separately from the meeting of shareholders of any other
corporation for the purpose of considering and adopting or rejecting the said
Agreement of Merger upon due notice accompanied by a copy of the said Agreement
of Merger given to all shareholders of Geneva Metal Wheel Co., which meeting was
held on the 23rd day of December, 1975, and at which a quorum of shareholders
was present in person or by proxy, and that the said Agreement of Merger was
adopted by the affirmative vote of the holder of all of the shares of Geneva
Metal Wheel Co.

         IN WITNESS WHEREOF, the undersigned acting for and on behalf of Geneva
Metal Wheel Co. have hereunto subscribed their names and caused the seal of said
corporation to be hereunto affixed this 23rd day of December, 1975.

                                              /s/ Richard A Jay
                                              ---------------------------------
                                              Richard A Jay, President,
                                              Geneva Metal Wheel Co.

[Corporate Seal of
Geneva Metal Wheel Co.]

                                              /s/ Fredrick S Myers
                                              ---------------------------------
                                              Fredrick S Myers, Secretary,
                                              Geneva Metal Wheel Co.

                                    Page 17



STATE OF OHIO    )
                 ) SS
COUNTY OF SUMMIT )

         Before me, a Notary public in and for said county, personally appeared
the above named Richard A Jay and Fredrick S Myers, who acknowledged that they
did sign the foregoing instrument and that the same was their free act and deed.

         IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal at Akron, Ohio, this 23rd day of December, 1975.

                                                         /s/ June G. Nance
                                                         -----------------------
                                                             Notary Public

  My commission expires:

     June 20, 1978

                                    Page 18


                                THE STATE OF OHIO

                                    BOB TAFT

                               Secretary of State

                                     326402

                                   CERTIFICATE

It is hereby certified that the Secretary of State of Ohio has custody of the
Records of Incorporation and Miscellaneous Filings; that said records show the
filing and recording of: AMD MIS CHN

                                                                             of

    HAYES LEMMERZ INTERNATIONAL - OHIO, INC. FORMERLY MOTOR WHEEL CORPORATION

                                     Recorded on Roll 6166 at Frame 0139 of the
                                     Records of Incorporation and Miscellaneous
                                     Filings.

    UNITED STATES OF AMERICA         WITNESS MY HAND AND THE SEAL OF THE
         STATE OF OHIO               SECRETARY OF STATE AT COLUMBUS, OHIO, THIS
OFFICE OF THE SECRETARY OF STATE     5TH DAY OF FEB  . A.D. 1998.

            [SEAL]                   /s/ BOB TAFT
                                     ---------------
                                     BOB TAFT
                                     Secretary of State



         BOB TAFT, Secretary of State        326402   Approved  CR
[SEAL]   30 East Broad Street, 14th Floor             Date  2-5-98
         Columbus, Ohio 43266-0418                    Fee  35.00
         Form SH-AMD (January 1991)
                                                      98020600801


                            CERTIFICATE OF AMENDMENT
              BY SHAREHOLDERS TO THE ARTICLES OF INCORPORATION OF

Motor Wheel Corporation
- --------------------------------------------------------------------------------
                              (Name of Corporation)

Daniel M. Sandberg, Who is: [ ] Chairman of the Board     [ ] President
                            [X] Vice President (check one)

and

Patrick B. Carey, who is: [ ] Secretary   [X] Assistant Secretary (Check one)

of the above named Ohio corporation for profit do hereby certify that:(check the
appropriate box and complete the appropriate statements)

[ ]  a meeting of the shareholders was duly called for the purpose of adopting
     this amendment and held on ____________, 19_________ at which meeting a
     quorum of the shareholders was present in person or by proxy; and by the
     affirmative vote of the holders of share entitling them to exercise ______%
     of the voting power of the corporation.

[X]  in a writing signed by all of the shareholders who would be entitled to
     notice of a meeting held for that purpose, the following resolution to
     amend the articles was adopted:

     that Article I of the Amended Articles of Incorporation shall be amended
     such that the name of the Corporation shall be "Hayes Lemmerz International
     - Ohio, Inc."

                                           RECEIVED

                                          FEB 05 1998

                                            BOB TAFT
                                       SECRETARY OF STATE

     IN WITNESS WHEREOF, the above named officers, acting for and on the behalf
of the corporation, have hereto subscribed their name this 12th day of January,
1998.

                                    By  /s/ Daniel M. Sandberg
                                      --------------------------
                                           (Vice President)

                                    By   /s/ Patrick B. Carey
                                      --------------------------
                                        (Assistant Secretary)

     (OHIO - 613 - 3/4/91)

NOTE: Ohio law does not permit one officer to sign in two capacities. Two
separate signatures are required, even if this necessitates the election of a
second officer before the filing can be made.

EX-3.40

                                                                    EXHIBIT 3.40

                             MOTOR WHEEL CORPORATION

                  WRITTEN CONSENT OF ONLY SHAREHOLDER TO ACTION
                        TAKEN WITHOUT HOLDING A MEETING

         MWC Holdings, Inc., being the only shareholder of Motor Wheel
Corporation and the only person entitled to Notice of Meeting for such purpose,
does hereby consent in writing, without meeting, to the adoption of the
following resolution, effective as of Tuesday, the 12th day of December, 1995:

         RESOLVED, that the Code of Regulations of the Corporation, adopted
December 16, 1987, as amended from time to time, be, and the same hereby is,
rescinded and shall have no further force or effect whatsoever; and

         FURTHER RESOLVED, that the Code of Regulations in the form presented
with this writing, a copy of which, appropriately identified by the Secretary,
is ordered filed with this writing in the minute book, be and the same hereby
is, adopted as the Code of Regulations of the Corporation.

         Adoption of the foregoing resolution as of the 12th day of December,
1995, by consent of the sole shareholder, is evidenced by this instrument signed
this 21st day of December, 1995, by the President of MWC Holdings, Inc.,
pursuant to authority vested in him by that Company's by-laws.

                                   MWC HOLDINGS, INC.

                               By: /s/ Richard W. Tuley
                                   -----------------------------------
                                                President

ATTEST:

/s/ Dale R. Martin
- ---------------------------
         Secretary



                                                               Adopted: 12/12/95

                             MOTOR WHEEL CORPORATION

                               CODE OF REGULATIONS

                            Adopted December 12, 1995

                                    ARTICLE I

                                  SHAREHOLDERS

         Section 1. Annual Meeting. The annual meeting of shareholders of the
Corporation for the election of directors, the consideration of reports to be
laid before such meeting, and the transaction of other such business as may
properly be brought before such meeting, shall be held at nine o'clock a.m., on
the second Tuesday in March in each year, if not a legal holiday and, if a legal
holiday, then on the day following the next succeeding business day, or at such
other date and hour as may be designated in the notice of said meeting.

         Section 2. Special Meetings. Special meetings of the shareholders of
the Corporation may be held on any business day, when called by the Chairman of
the Board, or by the President, or by a Vice President, or by the Board acting
at a meeting, or by a majority of the directors acting without a meeting, or by
the persons who hold twenty-five percent of all shares outstanding and entitled
to vote thereat.

         Section 3. Place of Meetings. Any meeting of shareholders may be held
either at the principal office of the Corporation or at such other place within
or without the State of Ohio as may be designated in the notice of said meeting.



         Section 4. Notice of Meetings. Not less than seven or more than sixty
days before the date fixed for a meeting of shareholders, written notice stating
the time, place and purposes of such meeting shall be given by or at the
direction of the Secretary or an Assistant Secretary or any other person or
persons required or permitted by these Regulations to give such notice. The
notice shall be given by personal delivery or by mail to each shareholder
entitled to notice of the meeting who is of record as of the day next preceding
the day on which notice is given or, if a record date therefor is duly fixed, of
record as of said date; if mailed, the notice shall be addressed to the
shareholders at their respective addresses as they appear on the records of the
Corporation. Notice of the time, place and purposes of any meeting of
shareholders may be waived in writing, either before or after the holding of
such meeting, by any shareholder, which writing shall be filed with or entered
upon the records of the meeting.

         Section 5. Quorum; Adjournment. Except as may be otherwise provided by
law or by the Articles of Incorporation, at any meeting of the shareholders, the
holders of shares entitling them to exercise a majority of the voting power of
the Corporation present in person or by proxy, shall constitute a quorum for
such meeting; provided, however, that no action required by law, the Articles or
these Regulations to be authorized or taken by a designated proportion of the
shares of the Corporation may be authorized or taken by a lesser proportion; and
provided, further, that the holders of a majority of the voting shares
represented thereat, whether or not a quorum is present, may adjourn such
meeting from time to time; if any meeting is adjourned, notice of such
adjournment need not be given if the time

                                       -2-



and place to which it is adjourned are fixed and announced at such meeting.

         Section 6. Proxies. Persons entitled to vote shares or to act with
respect to shares may vote or act in person or by proxy. The person appointed as
proxy need not be a shareholder.

         Section 7. Approval and Ratification of Acts of Officers and Board.
Except as otherwise provided by the Articles of Incorporation or by law, any
contract, act or transaction, prospective or past, of the Corporation, or of the
Board, or of the officers may be approved or ratified by the affirmative vote at
a meeting of the shareholders, or by the written consent, with or without a
meeting, of the holders of shares entitling them to exercise a majority of the
voting power of the Corporation, and such approval or ratification shall be as
valid and binding as though affirmatively voted for or consented to by every
shareholder of the Corporation.

         Section 8. Action Without a Meeting. Any action which may be
authorized or taken at a meeting of the shareholders may be authorized or taken
without a meeting with the affirmative approval of, and in writing or writings
signed by all the shareholders who would be entitled to notice of a meeting of
the shareholders held for such purpose, which writing or writings shall be filed
with or entered upon the records of the Corporation.

                                   ARTICLE II

                               BOARD OF DIRECTORS

         Section 1. Number. The number of directors, which shall not be less
than three, will be as determined from time to time by the shareholders. Except
where the law, the

                                       -3-



Articles of Incorporation or these Regulations require action to be authorized
or taken by the shareholders, all of the authority of the Corporation shall be
exercised by the directors.

         Section 2. Election of Directors; Vacancies. The directors shall be
elected at each annual meeting of shareholders or at a special meeting called
for the purpose of electing directors. At a meeting of shareholders at which
directors are to be elected, only persons nominated as candidates shall be
eligible for election as directors and the candidates receiving the greatest
number of votes shall be elected. In the event of the occurrence of any vacancy
or vacancies in the Board, however caused, the remaining directors, though less
than a majority of the whole authorized number of directors, may, by the vote of
a majority of their number, fill any such vacancy for the unexpired term.

         Section 3. Term of Office; Resignations. Directors shall hold office
until the next annual meeting of shareholders and until their successors are
elected, or until their earlier resignation, removal from office or death. Any
director may resign at any time by oral statement to that effect made at a
meeting of the Board or in a writing to that effect delivered to the Secretary,
such resignation to take effect immediately or at such other time as the
director may specify.

         Section 4. Meetings. Immediately after each annual meeting of the
shareholders, the newly elected directors shall hold an organization meeting for
the purpose of electing officers and transacting any other business. Notice of
such meeting need not be given. Other meetings of the Board may be held at any
time within or without the State of Ohio in accordance with resolutions or other
action by the Board. Unless otherwise expressly

                                       -4-



stated in the notice thereof, any business may be transacted at any meeting of
the Board.

         Section 5. Notice of Meetings. Not less than two days before the date
fixed for a meeting of the directors (except an annual organization meeting),
written notice stating the time and place of such meeting shall be given by or
at the direction of the Secretary or an Assistant Secretary. The notice shall be
given to each directors by personal delivery or by mail, telegram or cablegram,
and neither the notice nor a waiver thereof need specify the purpose of the
meeting. Notice of any meeting may be waived in writing, either before or after
the holding of such meeting, by any director, which writing shall be filed with
or entered upon the records of the meeting. Attendance of a director at any
meeting without protesting, prior to or at the commencement of the meeting, the
lack of proper notice thereof shall be deemed to be a waiver by him of notice
of such meeting.

         Section 6. Quorum; Adjournment. A quorum of the Board shall consist of
a majority of the directors then in office; provided that a majority of the
directors present at a meeting duly held, whether or not a quorum is present,
may adjourn such meeting from time to time; if any meeting is adjourned, notice
of adjournment need not be given if the time and place to which it is adjourned
are fixed and announced at such meeting. At each meeting of the Board at which a
quorum is present, all questions and business shall be determined by a majority
vote of those present except as in these Regulations otherwise expressly
provided.

         Section 7. Action Without a Meeting. Any action which may be authorized
or taken at a meeting of the Board of Directors may be authorized or taken
without a meeting with the affirmative approval of, and in a writing or writings
signed by all of the directors,

                                       -5-



which writing or writings shall be filed with or entered upon the records of the
Corporation.

                                  ARTICLE III

                                    OFFICERS

         Section 1. Election and Designation of Officers. The Board, at its
organization meeting, may elect a Chairman of the Board and shall elect a
President, a Secretary, a Treasurer and, in its discretion, at any meeting of
the Board, may elect one or more Vice Presidents, one or more Assistant
Secretaries, one or more Assistant Treasurers, a Comptroller, one or more
Assistant Comptrollers and such other officers as the Board may deem necessary.
The Chairman of the Board and the President shall be directors, but no one of
the other officers need be a director. Any two or more of such offices may be
held by the same person, but no officer shall execute, acknowledge or verify
any instrument in more than one capacity, if such instrument is required to be
executed, acknowledged or verified by two or more officers.

         Section 2. Term of Office; Vacancies. The officers of the Corporation
shall hold office until the next organization meeting of the Board and until
their successors we elected, except in case of resignation, death or removal.
The Board may remove any officer at any time with or without cause by a
two-thirds vote of the members of the Board then in office. Any vacancy in any
office may be filled by the Board.

         Section 3. Chairman of the Board. The Chairman of the Board, if any,
shall preside at all meetings of shareholders and of the Board and shall have
such authority and perform such duties as the Board may determine.

                                       -6-



         Section 4. President. Except for meetings at which the Chairman of the
Board, if any, presides in accordance with the preceding Section, the
President shall preside at all meetings of shareholders and of the Board.
Subject to directions of the Board, he shall have general executive
supervision over the property, business and affairs of the Corporation.

         Section 5. Vice Presidents. In case of the absence or disability of the
President, or when circumstances prevent the President from acting, the Vice
Presidents of the Corporation shall perform all the duties and possess all the
authority of the President, and shall have priority in the performance of such
duties and exercise of such authority in the order of their election by the
Board.

         Section 6. Secretary. The Secretary shall keep the minutes of meetings
of the shareholders and of the Board. He shall keep such books as may be
required by the Board, and shall give notices of shareholders' meetings and of
Board meetings required by law, or by these Regulations, or otherwise.

         Section 7. Treasurer. The Treasurer shall receive and have in charge
all money, bills, notes, bonds, stocks in other corporations, and similar
property belonging to the Corporation, and shall do with the same as may be
ordered by the Board. He shall keep accurate financial accounts and hold the
same open for the inspection and examination of the directors.

         Section 8. Comptroller. The Comptroller shall exercise a general check
upon the disbursement of funds of the Corporation and shall have general charge
and supervision of the preparation of financial reports.

                                       -7-



         Section 9. Other Officers. The Assistant Secretaries, Assistant
Treasurers and Assistant Comptrollers, if any, in addition to such authority and
duties as the Board may determine, shall have such authority and perform such
duties as may be directed by their respective principal officers.

         Section 10. Authority and Duties. The officers shall have such
authority and perform such duties, in addition to those specifically set forth
in these Regulations, as the Board may determine. The Board is authorized to
delegate the duties of any officer to any other officer and generally to control
the action of the officers and to require the performance of duties in addition
to those mentioned herein.

                                   ARTICLE IV

                                  COMPENSATION

         The Board, by the affirmative vote of a majority of the directors in
office, and irrespective of any personal interest of any of them, shall have
authority to establish reasonable compensation, which may include pension,
disability and death benefits, for services to the Corporation by directors and
officers, or to delegate such authority to one or more officers or directors.

                                    ARTICLE V

                          INDEMNIFICATION AND INSURANCE

         Section 1. Indemnification. The Corporation shall indemnify, to the
full extent

                                       -8-



then permitted by law, any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director, trustee,
officer, employee or agent of another corporation, domestic or foreign,
non-profit or for profit, partnership, joint venture, trust or other enterprise;
provided, however, that the Corporation shall indemnify any such agent (as
opposed to any director, officer or employee) of this Corporation to an extent
greater than that required by law only if and to the extent that the directors
may, in their discretion, so determine. The indemnification provided hereby
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any law, the Articles of Incorporation or
any agreement, vote of shareholders or of disinterested directors or otherwise,
both as to action in official capacities and as to action in another capacity
while he is a director, officer, employee or agent of the Corporation, and shall
continue as to a person who has ceased to be a director, trustee, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

         Section 2. Insurance. The Corporation may, to the full extent then
permitted by law and authorized by the directors, purchase and maintain
insurance on behalf of any persons described in Section 1 of this Article V
against any liability asserted against and incurred by any such person in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify such person against such
liability.

                                       -9-



                                   ARTICLE VI

                                  RECORD DATES

         For any lawful purpose, including, without limitation, the
determination of the shareholders who are entitled to:

         (1)      receive notice of or to vote at a meeting of shareholders,

         (2)      receive payment of any dividend or distribution,

         (3)      receive or exercise rights of purchase of or subscription for,
                  or exchange or conversion of, shares or other securities,
                  subject to contract rights with respect thereto, or

         (4)      participate in the execution of written consents, waivers or
                  releases,

the Board may fix a record date which shall not be a date earlier than the date
on which the record date is fixed, and in the cases provided for in clauses (1),
(2) and (3) above, shall not be more than sixty days preceding the date of the
meeting of shareholders, or the date fixed for the payment of any dividend or
distribution, or the date fixed for the receipt or the exercise of rights, as
the case may be. The record date for the purpose of the determination of the
shareholders who are entitled to receive notice of or to vote at a meeting of
shareholders shall continue to be the record date for all adjournments of such
meeting, unless the Board or the persons who shall have fixed the original
record date shall, subject to the limitation set forth in this Article, fix
another date, and in case a new record date is so fixed, notice thereof and of
the date to which the meeting shall have been adjourned shall be given to
shareholders of record as of such date in accordance with the same requirements
as those applying to a

                                      -10-



meeting newly called. The Board may close the share transfer books against
transfers of shares during the whole or any part of the period provided for in
this Article, including the date of the meeting of shareholders and the period
ending with the date, if any, to which adjourned.

                                   ARTICLE VII

                             EXECUTION OF DOCUMENTS

         Except as otherwise provided in these Regulations, or by specific or
general resolutions of the Board, all documents evidencing conveyances by or
contracts or other obligations of the Corporation shall be signed by the
Chairman of the Board, if any, the President, or a Vice President, and attested
by the Secretary or an Assistant Secretary.

                                  ARTICLE VIII

                             CERTIFICATES FOR SHARES

         Section 1. Form of Certificates and Signatures. Each holder of shares
is entitled to one or more certificates, signed by the Chairman of the Board or
the President or a Vice President and by the Secretary, an Assistant Secretary,
the Treasurer, or an Assistant Treasurer of the Corporation, which shall certify
the number and class of shares held by him in the Corporation, but no
certificate for shares shall be executed or delivered until such shares are
fully paid.

                                      -11-



         Section 2. Transfer of Shares. Shares of the Corporation shall be
transferable upon the books of the Corporation by the holders thereof, in
person, or by a duly authorized attorney, upon surrender and cancellation of
certificates for a like number of shares of the same class or series, with
duly executed assignment and power of transfer endorsed thereon or attached
thereto, and with such proof of the authenticity of the signatures to such
assignment and power of transfer as the Corporation or its agents may reasonably
require.

         Section 3. Lost, Stolen or Destroyed Certificates. The Corporation may
issue a new certificate for shares in place if any certificate theretofore
issued by it and alleged to have been lost, stolen or destroyed, and the Board
may, in its discretion, require the owner or his legal representatives to give
the Corporation a bond containing such terms as the Board may require to protect
the Corporation or any person injured by the execution and delivery of a new
certificate.

                                   ARTICLE IX

                    AUTHORITY TO TRANSFER AND VOTE SECURITIES

         The Chairman of the Board, the President and a Vice President of the
Corporation are each authorized to sign the name of the Corporation and to
perform all acts necessary to effect a transfer of any shares, bonds, other
evidences of indebtedness or obligations, subscription rights, warrants and
other securities of another corporation owned by the Corporation and to issue
the necessarry powers of attorney for the same; and each such officer is
authorized, on behalf of the Corporation, to vote such securities, to appoint
proxies with respect thereto and

                                      -12-



to execute consents, waivers and releases with respect thereto, or to cause any
such action to be taken.

                                    ARTICLE X

                                   AMENDMENTS

         The Regulations of the Corporation may be amended or new Regulations
may be adopted by the shareholders, at a meeting held for such purpose by the
affirmative vote of the holders of shares entitling them to exercise a majority
of the voting power of the Corporation on such proposal or, without a meeting,
by the written consent of the holders of shares entitling them to exercise
two-thirds of the voting power on such proposal.

                                  CERTIFICATION

                  The undersigned, Dale R. Martin, Secretary of Motor
         Wheel Corporation, hereby certifies that the foregoing Code
         of Regulations is the Code of Regulations of Motor Wheel
         Corporation as adopted by written consent of the sole
         shareholder on December 12, 1995.

                                        /s/ Dale R. Martin
                                        ------------------------------
                                            Dale R. Martin, Secretary

                                      -13-



                             MOTOR WHEEL CORPORATION

                   ACTION OF SOLE SHAREHOLDER WITHOUT MEETING

         The undersigned, being the sole shareholder of Motor Wheel Corporation,
an Ohio corporation does hereby take the following actions:

         1. The directors of the Corporation are hereby removed.

         2. Pursuant to Article II, Section 1, of the Code of
            Regulations of the Corporation, the number of directors
            constituting the Board of Directors is hereby fixed at three
            (3).

         3. Messrs. Ranko Cucuz, William D. Shovers and Daniel M.
            Sandberg are hereby elected directors of the Corporation, each
            of them to serve until the next annual meeting of shareholders
            or until their respective successors are elected or until
            their earlier resignation, removal from officer, or death.

         IN WITNESS WHEREOF, the undersigned has caused this instrument to be
executed in its name and on its behalf by its officer thereunto duly authorized,
this 26th day of August 1996.

                                    HAYES WHEELS INTERNATIONAL, INC.

                                    By: /s/ Daniel M. Sandberg
                                        ----------------------------------
                                            Daniel M. Sandberg
                                            Vice President


                           ACTION BY WRITTEN CONSENT
                                       OF
                                SOLE SHAREHOLDER
                                       OF
                    HAYES LEMMERZ INTERNATIONAL - OHIO, INC.

         THE UNDERSIGNED, being the sole shareholder of Hayes Lemmerz
International - Ohio, Inc., an Ohio corporation (the "Company"), acting pursuant
to Section 1701.54 of the General Corporation Law of the State of Ohio, hereby
adopts the following resolutions with the same force and effect as if such
resolutions had been unanimously adopted at a duly convened meeting of the
shareholders of the Company and directs that this consent be filed with the
minutes of the proceedings of the shareholders of the Company:

Amendment to By-Laws

                  RESOLVED, that effective immediately, the first sentence of
         Article II, Section 1 of the Company's Code of Regulations shall be
         amended to state as follows:

                  "The number of directors of the Corporation, which shall not
                  be less than one (1) member nor more than five (5) members,
                  will be as determined from time to time by the shareholders."

Removal of Directors

                  RESOLVED, that Ranko Cucuz, Daniel M.Sandberg and William D.
         Shovers are hereby removed from their positions as directors of the
         Company.

Election of Director

                  RESOLVED, that the Board of Directors shall consist of one (1)
         member.

                  RESOLVED, that Patrick B. Carey is hereby elected as the
         Director of the Company until his successor is duly elected and
         qualified.

         IN WITNESS WHEREOF, the undersigned, being the sole shareholder of
Hayes Lemmerz International - Ohio, has executed this unanimous written consent
as of the 1st day of October, 2001.

                                            HAYES LEMMERZ INTERNATIONAL, INC.

                                            By: /s/ Daniel M. Sandberg
                                                --------------------------------
                                                Daniel M. Sandberg
                                                Vice President

EX-3.41

                                                                    EXHIBIT 3.41

                                                                FILED
                                                         In the Office of the
                                                     Secretary of State of Texas

                                                             DEC 18 1985

                                                              Clork I-D
                                                        Corporations Section

                            ARTICLES OF INCORPORATION

                                       OF

                     RELIABLE TRANSPORTATION COMPONENTS, INC.

         The undersigned natural person over the age of 21 years, acting as
incorporator of a corporation under the Texas Business Corporation Act, does
hereby adopt the following Articles of Incorporation for such corporation:

         ARTICLE ONE. The name of the corporation is:

                    RELIABLE TRANSPORTATION COMPONENTS, INC.

         ARTICLE TWO. The period of its duration is perpetual.

         ARTICLE THREE. The purposes for which the corporation is formed are:

         To distribute or sell transportation products of all kinds and in any
manner and otherwise carry out any kind of operation necessary or incident to
the operation of the corporation.

         To engage in and carry on any other business which may conveniently be
conducted in conjunction with any of the business of the corporation.

         To acquire all or any part of the goodwill, rights, property and
business of any person, firm, association or corporation heretofore or hereafter
engaged in any business similar to any business which the corporation has the
power to conduct, and to hold, utilize, enjoy and in any manner dispose of the
whole or any part of the rights, property and business so acquired, and to
assume in connection therewith any liabilities to any such person, firm,
association or corporation.

         To apply for, obtain, purchase or otherwise acquire, any patents,
copyrights, licenses, trademarks, trade names, rights, processes, formulas and
the like, which may seem capable of being used for any of the purposes of the
corporation; and to use, exercise, develop, grant licenses in respect of, sell
and otherwise turn to account, the same.



         To carry out all or any part of the foregoing objects as principal,
factor, agent, contractor or otherwise, either alone or through or in
conjunction with any person, firm, association or corporation, and, in carrying
on its business and for the purposes of attaining or furthering any of its
objects and purposes, to make and perform any contracts and to do any acts and
things, and to exercise any powers suitable, convenient or proper for the
accomplishment of any of the objects and purposes herein enumerated or
incidental to the powers herein specified, or which at any time may appear
conducive to or expedient for the accomplishment of any of such objects and
purposes.

         To carry out all or any part of the aforesaid objects and purposes, and
to conduct its business in all or any of its branches, in any or all states,
territories, districts and possessions of the United States of America and in
foreign countries; and to maintain offices and agencies in any or all states,
territories, districts and possessions of the United States of America and in
foreign countries.

         The foregoing objects and purposes shall, except when otherwise
expressed, be in no way limited or restricted by reference to or inference
from the terms of any other clause of this or any other article of these
Articles of Incorporation or of any amendment thereto, and shall each be
regarded as independent and construed as powers, as well as objects and
purposes.

         The corporation shall be authorized to exercise and enjoy all of the
powers, rights and privileges granted to, or conferred upon, corporations of a
similar character by the General Laws of the State of Texas now or hereafter in
force, and to transact any or all lawful business for which corporations may be
incorporated under the Texas Business Corporation Act, and the enumeration of
the foregoing powers shall not be deemed to exclude any powers, rights or
privileges so granted or conferred.

         ARTICLE FOUR. The aggregate number of shares which the corporation
shall have the authority to issue is 1,000,000 shares, all of the same class,
which shall be classified as common stock with $1.00 par value.

         ARTICLE FIVE. The corporation will not commence business until it has
received for the issuance of its shares consideration of the value of $1,000.00,
consisting of money, labor done or property actually received.

                                      -2-


         ARTICLE SIX.      The street address of its initial registered office
is 2650 Royal Lane, Suite 208, Dallas, Texas and the name of its initial
registered agent at such address is John C. Arneson.

         ARTICLE SEVEN.    The number of Directors constituting the initial
Board of Directors is one, and the name and address of the person who is to
serve as Director until the first annual meeting of the shareholders or until
his successor is elected and qualified is:

         Wally Lupoff              21031 Ventura Boulevard
                                   Suite  704
                                   Woodland Hills, CA 91364

         ARTICLE EIGHT.    The name and address of the incorporator is:

         John C. Arneson           2650 Royal Lane, Suite 208
                                   Dallas, Texas 75229

         IN WITNESS WHEREOF, I have hereunto set my hand this 16th day of
December, 1985.
                                             /s/ John C. Arneson
                                             -----------------------------------
                                             John C. Arneson

STATE OF TEXAS             )

COUNTY OF DALLAS           )

         I, Linda K. Lewis, a Notary Public, do hereby certify that on the 16th
day of December, 1985, personally appeared before me JOHN C. ARNESON, who being
by me duly sworn, declared that he is the person who signed the foregoing
document as incorporator and that the statements therein contained are true.

                                             /s/ Linda K. Lewis
                                             -----------------------------------
                                             Notary Public in and for the
                                             State of Texas
                                             Commission expires: 5/21/88

                                       -3-



                                                                FILED
                                                         In the Office of the
                                                       Secretary: State of Texas

                                                              JAN 10,1986
                                                              clerk III X
                                                         Corporations Section

FILLING FEES: Office of the Secretary of State - $10.00
              County Clerk's offices           -   2.00

                            ASSUMED NAME CERTIFICATE
                  FOR AN INCORPORATED BUSINESS OR PROFESSION

1.       The assumed name under which the business or professional service is or
         is to conducted or rendered is RTC. INC,

2.       The name of the incorporated business or profession as stated in its
         Articles or Incorporation or comparable document is Reliable
         Transportation Components, Inc and the charter number or certificate of
         authority number, if any, is 778493-0.

3.       The state, country, or other jurisdiction under the laws of which it
         was incorporated is TEXAS, and the address of its registered or similar
         office in that jurisdiction is 2650 Royal Lane, Suite 208 Dallas,
         Texas.

4.       The period, not to exceed ten years, during which the assumed name will
         be used is 1/8/86 - 1/7/96.

5.       The corporation is a (circle one) business corporation, non-profit
         corporation, professional corporation, professional association or
         other type of corporation (specify)_____________________________, or
         other type of incorporated business, professional or other association
         or legal entity (specify)_____________________________.

6.       If the corporation is required to maintain a registered office in
         Texas, the address of the registered office is 2650 Royal Ln, Ste, 208,
         Dallas, Tx and the name of its registered agent at such address is John
         C. Arneson. The address of the principal office (if not same as the
         registered office) is 11350 Pagemill, Dallas, Tx, 75243.

7.       If the corporation is not required to or does not maintain a registered
         office in Texas, the office address in Texas is ______________________;
         and if the corporation is not incorporated, organized or associated
         under the laws of Texas, the address of its place of business in Texas
         is__________________________ and the office address elsewhere is
         _____________________________.

8.       The county or counties where business or professional services are
         being or are to be conducted or rendered under such assumed name are
         (if applicable, use the designation "all" or "all except
         ________________"):

                  "ALL"

                                   /s/ [ILLEGIBLE] President
                                   ---------------------------------------------
                                   Signature of officer, representative
                                   or attorney-in-fact of the corporation

         Before me on this 8th day of January, 1986, personally appeared Harry
         W. Will, III and acknowledged to me that he executed the foregoing
         certificate for the purposes therein expressed.

                                   /s/ Wanda J. Moore
                                   ---------------------------------------------
         (Notary seal)             Notary Public State of Texas

                                   NOTE: A certificate executed and acknowledged
                                   by an attorney-in-fact shall include a
                                   statement that the attorney-in-fact has been
                                   duly authorized in writing by his principal
                                   to execute and acknowledge the same.



                                                                FILED
                                                         In the office of the
                                                     Secretary of State of Texas

                                                              JUN 11 1990
                                                         Corporations Section

                    STATEMENT OF CHANGE OF REGISTERED OFFICE
                          OR REGISTERED AGENT, OR BOTH,
                         BY A TEXAS DOMESTIC CORPORATION

         1.       The name of the corporation is RELIABLE TRANSPORTATION
COMPONENTS, INC.

         2. The address, including street and number, of its present registered
office as shown in the records of the secretary of the state of Texas prior to
filing this statement is 2650 Royal Lane, Suite 208, Dallas, Texas 75229.

         3.       The address, including street and number, to which its
registered office is to be changed is 11480 Hillguard, Dallas, Texas 75243.

         4.       The name of its present registered agent, as shown in the
records of the Secretary of the State of Texas, prior to filing this statement,
is John C. Arneson.

         5.       The name of its new registered agent is Paul Page.

         6.       The address of its registered office and the address of the
business office of its registered agent, as changed, will be identical.

         7.       This change was authorized by its board of directors.

                                   RELIABLE TRANSPORTATION
                                   COMPONENTS, INC.

                                   By: /s/ Paul Page
                                       ----------------------------------------
                                       Name: Paul Page
                                       Title: Vice President



                                                                FILED
                                                         In the office of the
                                                     Secretary of State of Texas

                                                             FEB 17 1998
                                                        Corporations Section

                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                     RELIABLE TRANSPORTATION COMPONENTS, INC.

         Pursuant to the provisions of Art. 9.10 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:

         ARTICLE ONE. The name of the corporation is RELIABLE TRANSPORTATION
COMPONENTS, INC,.

         ARTICLE TWO. The following amendment to the Articles of Incorporation
was adopted by written consent of the shareholder on January 1, 1998 in
accordance with article 9.10 of the Texas Business Corporation Act, and any
written notice required by such article has been given.

         Article One of the Articles of Incorporation is hereby amended so as to
read as follows:

         ARTICLE ONE: The name of the corporation is HAYES LEMMERZ
INTERNATIONAL - TEXAS, INC,.

         ARTICLE THREE. The holder of all of the 3,000 shares outstanding and
entitled to vote on said amendment has signed a consent in writing adopting said
amendment.

         IN WITNESS WHEREOF, RELIABLE TRANSPORTATION COMPONENTS, INC. has
caused this Amendment to be signed in its name and on its behalf and attested on
this 16th day of February, 1998 by duly authorized officers of the Corporation.

                                   RELIABLE TRANSPORTATION
                                   COMPONENTS, INC.

                                   By:  /s/ William D. Shovers
                                        ----------------------------------------
                                        Name: William D. Shovers
                                        Title: Vice President - Finance

ATTEST:

By: /s/ Patrick B. Carey
    ---------------------------
    Name: Patrick B. Carey
    Title: Assistant Secretary


                                                               FILED
[THE STATE OF TEXAS LOGO]                               In the Office of the
                                                     Secretary of State of Texas
                                                             DEC 02 1998

                                                             [ILLEGIBLE]

                            ASSUMED NAME CERTIFICATE

1.  The name of the corporation, limited liability company, limited partnership
    or [ILLEGIBLE] limited liability partnership as stated in its articles of
    incorporation, articles of organization, certificate of limited partnership,
    application or comparable document is Hayes Lemmerz International - Texas,
    Inc.

2.  The assumed name under which the business or professional service
    is or to be conducted or rendered is Reliable Transportation Components,
    Inc.

3.  The state, country, or other jurisdiction under the laws of which it was
    incorporated, organized or associated is Texas, and the address of its
    registered or similar office in that jurisdiction is 11480 Hillguard,
    Dallas, TX 75243.

4.  The period, not to exceed 10 years, during which the assumed name
    will be used is 10.

5.  The entity is a (circle one) business corporation, non-profit corporation,
    professional corporation, professional association, limited liability
    company, limited partnership, registered limited liability partnership or
    some other type of incorporated business, professional or other association
    (specify) Business Corporation

6.  If the entity is required to maintain a registered office in Texas,
    the address of the registered office is 11480 Hillguard, Dallas, TX 75243
    and the name of its registered agent at such address is Paul Page
    ___________________________________________ The address of the principal
    office (if not the same as the registered office) is_______________________

    ___________________________________________________________________________.

7.  If the entity is not required to or does not maintain a registered office in
    Texas, the office address in Texas is_______________________________________
    and if the entity is not incorporated, organized or associated under the
    laws of Texas, the address of its place of business in Texas is_____________
    ______________________and the office address elsewhere is___________________

   ____________________________________________________________________________.

8.  The county or counties where business or professional services are being or
    are to be conducted or rendered under such assumed name are (if applicable,
    use the designation "ALL" or "ALL  EXCEPT")

    All.

       (Certificate must be executed and notarized on the back of this form.)


(TEX. - 1228 - 9/20/94)

                                Hayes Lemmerz International - Texas, Inc.


                                /s/ [ILLEGIBLE]
                                 ----------------------------------------------
                                Signature of officer, general partner, manager,
                                representative or attorney-in-fact of the entity
                                Daniel M. Sandberg, Vice President

Before me on this 24th day of November, 1998, personally appeared Daniel M.
Sandberg and acknowledged to me that_____________ he executed the foregoing
certificate for the purposes therein expressed.

                                        /s/ [ILLEGIBLE]
    (Notary Seal)                      ----------------------------------------
                                       Notary Public, State of Texas
                                       EXPIRATION; INDEFINITE

                INSTRUCTIONS FOR FILING ASSUMED NAME CERTIFICATE

1   A corporation, limited liability company, limited partnership or registered
    limited liability partnership, which regularly conducts business or renders
    a professional service in this state under a name other than the name
    contained in its articles of incorporation, articles of organization,
    certificate of limited partnership or application, must file an assumed name
    certificate with the secretary of state and with the appropriate county
    clerk in accordance with section 3611 of the Texas Business and Commerce
    Code

2   The information provided in paragraph 6 as regards the registered agent and
    registered office address in Texas must match the information on file in
    this office. To verify the information on file with this office, you may
    contact our corporate information unit at (512) 463-5555. Forms to change
    the registered agent/office are available from this office should you
    require to update this information.

3   A certificate executed and acknowledged by an attorney-in-fact shall include
    a statement that the attorney-in-fact has been duly authorized in writing by
    his principal to execute and acknowledge the same.

4   For purposes of filing with the secretary of state, the assumed name
    registrant should submit an originally executed assumed name certificate
    accompanied by the filing fee of $25 to the Secretary of State, Statutory
    Filings Division, Corporation Section, P.O. Box 13697, Austin, Texas
    78711-3697. The phone number is (512) 463-5582, TDD: (800) 735-2989, FAX:
    (512) 463-5709.

5   All assumed name certificates to be filed with the county clerk must be
    forwarded directly to the appropriate county clerk by the assumed name
    registrant.

6   Whenever an event occurs that causes the information in the assumed name
    certificate to become materially misleading (e.g. change of registered
    agent/office or a change of name), a new certificate must be filed within 60
    days after the occurrence of the events which necessitate the filing.

7   A registrant that ceases to transact business or render professional
    services under an assumed name for which a certificate has been filed may
    file an abandonment of use pursuant to the Texas Business and Commerce Code,
    Section 36.14 Forms for this purpose are available from this office.

    The Office of the Secretary of State does not discriminate on the basis of
    race color, national origin, sex, religion, age or disability in
    employment or the provisions of services.


[ILLEGIBLE]

                                      3333   b. -

a. T Code - 13196                              Do not write in the space above
TEXAS FRANCHISE TAX                   c. Taxpayer identification  d. Report year
PUBLIC INFORMATION REPORT                number
MUST be filed with your Corporation            1-75-2077258-7               2002
Franchise Tax Report
          Corporation name and address  e. PIR/IND [ ] 1,2,3,4
                                           Secretary of State file number
HAYES LEMMERZ INTERNATIONAL - TEXAS INC                or, if non.
15300 CENTENNAL DR                            Comptroller unchartered number
NORTHVILLE               MI 48167-8687                     g. -
                                         Item k on Franchise
                                         Tax Report form, Page 1 00778493-00 [7]

The following information MUST be provided for the Secretary of State (S.O.S) by
each corporation or limited liability company that files a Texas Corporation
Franchise Tax Report. The information will be available for public inspection.

"SECTION A" MUST BE COMPLETE AND ACCURATE.
If preprinted information is not correct, please type or print the correct
information.     Please sign below!

o    Blacken this circle completely if there are currently no changes to the
     information preprinted in Sections A, B, and C of this report.
- --------------------------------------------------------------------------------
Corporation's principal office
   15300 CENTENNIAL DRIVE, NORTHVILLE, MI 48167
- --------------------------------------------------------------------------------
Principal place of business
   11480 HILLGUARD, DALLAS, TX 75243
- --------------------------------------------------------------------------------
SECTION A. Name, title and mailing address of each officer and director. Use
additional sheets, if necessary.

                                                              
- -----------------------------------------------------------------------------------------------------------
NAME                                               TITLE            DIRECTOR Social Security No. (Optional)
   BENTLEY, FRED                                   PRESIDENT        [ ] YES
- -----------------------------------------------------------------------------------------------------------
MAILING ADDRESS                                                                 Expiration date(mm-dd-yyyy)
   15300 CENTENNIAL DRIVE, NORTHVILLE, MI 48167
- -----------------------------------------------------------------------------------------------------------
NAME                                               TITLE            DIRECTOR Social Security No.(Optional)
   HILTZ, KENNETH A.                               V. PRESIDENT     [ ] YES
- -----------------------------------------------------------------------------------------------------------
MAILING ADDRESS                                                                 Expiration date(mm-dd-yyyy)
   15300 CENTENNIAL DRIVE, NORTHVILLE, MI 48167
- -----------------------------------------------------------------------------------------------------------
NAME                                               TITLE            DIRECTOR Social Security No. (Optional)
   SANDBERG, DENIEL M.                             V. PRESIDENT     [ ]YES
- -----------------------------------------------------------------------------------------------------------
MAILING ADDRESS                                                                 Expiration date(mm-dd-yyyy)
   15300 CENTENNIAL DRIVE, NORTHVILLE, MI 48167
- -----------------------------------------------------------------------------------------------------------
NAME                                               TITLE            DIRECTOR Social Security No. (Optional)
   FINDLING, GARY L.                               TREASURER        [ ] YES
- -----------------------------------------------------------------------------------------------------------
MAILING ADDRESS                                                                 Expiration date(mm-dd-yyyy)
   15300 CENTENNIAL DRIVE, NORTHVILLE, MI 48167
- -----------------------------------------------------------------------------------------------------------
NAME                                               TITLE            DIRECTOR Social Security No. (Optional)
   JANKOWSKI, MARK W.                              ASST. TREASURER  [ ] YES
- -----------------------------------------------------------------------------------------------------------
MAILING ADDRESS                                                                 Expiration date(mm-dd-yyyy)
   15300 CENTENNIAL DRIVE, NORTHVILLE, MI 48167
- -----------------------------------------------------------------------------------------------------------



SECTION B.  List each corporation or limited liability company, if any, in which
            this reporting corporation or limited liability company owns an
            interest of ten percent(10%) or more. Enter the information
            requested for each corporation. Use additional sheets, if necessary.

                                                                                            
- ------------------------------------------------------------------------------------------------------------------------
Name of owned (subsidiary) corporation     State of incorporation      Texas S.O.S. file number      Percentage interest

- ------------------------------------------------------------------------------------------------------------------------
Name of owned (subsidiary) corporation     State of incorporation      Texas S.O.S. file number      Percentage interest

- ------------------------------------------------------------------------------------------------------------------------



SECTION C.  List each corporation or limited liability company, if any, that
            owns an interest of ten percent (10%) or more in this reporting
            corporation or limited liability company. Enter the information
            requested for each corporation or limited liability company. Use
            additional sheets, if necessary.



- ------------------------------------------------------------------------------------------------------------------------
Name of owning (parent) corporation        State of incorporation      Texas S.O.S. file number      Percentage interest
                                                                                            
   HAYES LEMMERZ INTERNATIONAL IN                   DE                                                            100.00
- ------------------------------------------------------------------------------------------------------------------------


Registered agent and registered office currently on file. (Changes must be
filed separately with the Secretary of State)

Agent: PAUL PAGE
Office: 11480 HILLGUARD                    o  Blacken this circle if you need
        DALLAS, TX 75243                      forms to change this information.

I declare that the information in this document and any attachments is true and
correct to the best of my knowledge and belief and that a copy of this report
has been mailed to each person named in this report who is an officer or
director and who is not currently employed by this corporation or limited
liability company or a related corporation.

                                                                            
- ------------------------------------------------------------------------------------------------------------------------
Sign       Officer, director or other authorized person   Title             Date     Daytime phone(Area code and number)

here  -    /s/ [ILLEGIBLE]                                ASST. TREASURER   5/2/02   (734) 737-5130
- ------------------------------------------------------------------------------------------------------------------------





SECTION A

                       ADDITIONAL DIRECTORS AND OFFICERS



NAME/ADDRESS                   TITLE         DIRECTOR
- ------------                   -----         --------
                                       
CAULEY, PATRICK C.        ASST. SECRETARY       NO
15300 CENTENNIAL DRIVE
NORTHVILLE. MI 48167

LARRY KARENKO                                   YES
15300 CENTENNIAL DRIVE
NORTHVILLE. MI 48167

EX-3.42

                                                                    EXHIBIT 3.42

                                     BYLAWS

                                       OF

                                CMI - TEXAS, INC.

                                    ARTICLE I

                                    OFFICES

1.01     The principal office of the Corporation in the State of Texas shall be
located in the City of El Paso, County of El Paso, Texas. The Corporation shall
have such other offices, either within or without the State of Texas, as the
Board of Directors may designate or as the business of the Corporation may
require from time to time.

                                   ARTICLE II

                              SHAREHOLDERS MEETINGS

                                PLACE OF MEETINGS

2.01.    All meetings of the Shareholders shall be held at the principal office
of the Corporation or any other place within or without the state as may be
designated for that purpose from time to time by the Board of Directors.

                             TIME OF ANNUAL MEETING

2.02.    All annual meetings of the Stockholders shall be held each year at 9:00
a.m. on the third Wednesday following the end



of the Corporation's fiscal year. If this day falls on a legal holiday, the
annual meeting shall be held at the same time on the next following business day
thereafter.

                               NOTICE OF MEETINGS

2.03.    Notices of meetings stating the place, day and hour of the meeting and
in case of a special meeting, the purpose or purposes for which the meeting is
called, shall be given in writing to each Shareholder entitled to vote at the
meeting at least ten (10) but not more than fifty (50) days before the date of
the meeting, either personally or by mail or other means of written
communication, addressed to the stockholder at his address appearing on the
books or given notice by him to the Corporation for the purpose of such notice.
Notice of adjourned meetings is not necessary unless the meeting is adjourned
for thirty (30) days or more, in which case notice of the adjourned meeting
shall be given as in the case of any special meeting.

2.04.    Special meetings of the Stockholders, for any purpose or purposes, may
be called at any time by the President or the Board of Directors, or by any one
or more Directors and shall be called by the Chairman of the Board of Directors
at the request of the holders of not less than ten percent (10%) of all the
outstanding shares of the Corporation entitled to vote at the meeting.

                                       -2-



                                     QUORUM

2.05.    A majority of the voting shares constitutes a quorum for the
transaction of business. Business may be continued after withdrawal of enough
Shareholders to leave less than a quorum.

                                  VOTING LISTS

2.06.    The officer or agent having charge of the stock transfer books for
shares of the Corporation shall make a complete list of the Shareholders
entitled to vote at each meeting of shareholders or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each. Such list shall be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any Shareholder during the
whole time of the meeting for the purposes thereof.

                                     VOTING

2.07.    Only persons in whose names shares appear on the share records of the
Corporation on the date on which notice of the meeting is mailed shall be
entitled to vote at such meeting unless some other day is fixed by the Board of
Directors for the determination of Shareholders of record. Voting for the
election of Directors shall be by voice unless any Shareholder demands a ballot
vote before the voting begins.

                                       -3-



                                      PROXY

2.08.    Every person entitled to vote or execute consents may do so either in
person or by written proxy executed in writing by the Shareholder or his duly
authorized attorney-in-fact.

                              CONSENT OF ABSENTEES

2.09.    No defect in the calling or noticing of a Shareholders' meeting will
affect the validity of any action at the meeting if a quorum was present and if
each Shareholder not present in person or by proxy signs a written waiver of
notice, consent to the holding of a meeting, or approval of the minutes, either
before or after the meeting, and such waivers, consents, or approvals are filed
with the corporate records or made a part of the minutes of the meeting.

                             ACTION WITHOUT MEETING

2.10.    Action may be taken by the Shareholders without a meeting if each
Shareholder entitled to vote signs a written consent of action, and such
consents are filed with the Secretary of the Corporation.

                             SHAREHOLDERS' DEADLOCK

2.11.    If the Shareholders are so divided that the votes necessary for action
by the Shareholders cannot be obtained with the consequence that the business
and affairs of the Corporation

                                       -4-



can no longer be conducted to the advantage of the Shareholders generally, a
provisional Shareholder or Shareholders shall be appointed to act only on the
deadlocked issue as follows: If the deadlocked Shareholders can agree on the
selection and appointment of an impartial person who is neither an employee nor
a creditor of the Corporation, such provisional Shareholder shall be appointed
and shall have all the rights and powers of a Shareholder who owns one share of
common stock of the Corporation, including the right to notice and to vote at
meetings of Shareholders. If the Shareholders cannot agree upon a single
provisional Shareholder, one provisional Shareholder shall be selected by each
side of the deadlocked shareholders, and a third provisional Shareholder shall
be selected by the first two provisional Shareholders chosen. All three
provisional Shareholders shall have all the rights and powers of a Shareholder
who owns one share of common stock of the Corporation. The decision of the
majority of the Shareholders (including the provisional Shareholder or
Shareholders, as the case may be) shall be binding on the nonprovisional
Shareholders who were deadlocked. The compensation of the provisional
Shareholder(s) is to be agreed to in advance, prior to assuming the position(s)
of provisional Shareholder(s), by the provisional Shareholder(s) and the
deadlocked Shareholders.

                                       -5-



                                 ARTICLE THREE

                                   DIRECTORS

                                     POWERS

3.01.    The Directors shall act only as a board. All corporate powers of the
Corporation shall be exercised by, or under the authority of, and the business
and affairs of the Corporation shall be controlled by the Board of Directors,
subject, however, to such limitations as are imposed by law, the Articles of
Incorporation or these Bylaws, as to actions to be authorized or approved by the
Shareholders. The Board of Directors may, by contract or otherwise, given
general, or limited, or special power and authority to the officers and
employees of the Corporation to transact the general business, or any special
business, of the Corporation and may give powers of attorney to agents of the
Corporation to transact any special business requiring such authorization.

                      NUMBER AND QUALIFICATION OF DIRECTORS

3.02.    The authorized number of Directors of the Corporation shall be not less
than one nor more than five. The Directors need not be Shareholders of the
Corporation or residents of Texas. Subject to foregoing, the actual number of
Directors holding office at any one time shall be determined by resolution of
the Board of Directors. No decrease in the number of

                                       -6-



Directors shall have the effect of shortening the term of any incumbent
Director.

                           ELECTION AND TERM OF OFFICE

3.03.    Directors shall be elected annually by the Shareholders entitled to
vote and shall hold office until their respective successors are elected or
until their death, resignation, or removal.

                                    VACANCIES

3.04.    Vacancies in the Board of Directors not caused by an increase in the
number of Directors may be filled by majority of the remaining Directors, though
less than a quorum or by a sole remaining Director. Any vacant directorship to
be filled by reason of an increase in the number of Directors shall be filled by
election at an annual meeting or at a special meeting of Shareholders called for
that purpose. The Shareholders may elect a Director at any time to fill any
vacancy not filled by the Directors.

                              REMOVAL OF DIRECTORS

3.05.    The entire Board of Directors or any individual Director may be removed
from office with or without cause by vote of the holders of the majority of the
shares entitled to vote for Directors, at any regular or special meeting of such
shareholders.

                                       -7-



                                PLACE OF MEETINGS

3.06.    All meetings of the Board of Directors shall be held at the principal
office of the Corporation or at such place within or without the state as may be
designated from time to time by resolution of the Board or by written consent of
all the members of the Board.

                                REGULAR MEETINGS

3.07.    Regular meetings of the Board of Directors shall be held without call
or notice immediately following each annual meeting of the Shareholders of this
Corporation and at such other times as the Directors may determine.

                        SPECIAL MEETINGS-CALL AND NOTICE

3.08.    Special meetings of the Board of Directors for any purpose shall be
called at any time by the Chairman of the Board of Directors, or if he is absent
or unable or refuses to act, by the President, any Vice President or any two
Directors. Written notices of the special meetings stating the time and, in
general terms the purpose or purposes thereof, shall be mailed or telegraphed
or personally delivered to each Director not later than the day before the day
appointed for the meeting.

                                     QUORUM

3.09.    A majority of the authorized number of Directors shall be necessary to
constitute a quorum for the transaction of

                                       -8-



business except to adjourn as hereinafter provided. Every act or decision done
or made by a majority of the Directors present shall be regarded as the act of
the Board of Directors unless a greater number be required by law or by the
Articles of Incorporation.

                          BOARD ACTION WITHOUT MEETING

3.10.    Any action required or permitted to be taken by the Board of Directors
may be taken without a meeting and with the same force and effect as unanimous
vote of Directors, if all members of the Board shall individually or
collectively consent in writing to such action.

                            ADJOURNMENT-NOTICE

3.11.    A quorum of the Directors may adjourn any Directors' meeting to meet
again at a stated day and hour. Notice of the time and place of holding an
adjourned meeting shall not be given to absent Directors if the time and place
is fixed at the meeting adjourned. In the absence of a quorum, a majority of the
Directors present at any Directors' meeting, either regular or special, may
adjourn from time to time until the time fixed for the next regular meeting of
the Board.

                               CONDUCT OF MEETINGS

3.12.    The President or, in his absence, any Director selected by the
Directors present shall preside at the meetings of the

                                       -9-



Board of Directors. The Secretary of the Corporation, or, in his absence, any
person appointed by the presiding officer, shall act as Secretary of the Board
of Directors.

                                  COMPENSATION

3.13.    Directors and members of committees may receive such compensation, if
any, for their services and such reimbursement for expenses as may be fixed or
determined by resolution of the Board.

                               DIRECTORS' DEADLOCK

3.14.    If the Directors are so divided respecting the management of the
Corporation's business and affairs that the votes required for action by the
Board of Directors cannot be obtained with the consequence that the business and
affairs of the Corporation can no longer be conducted to the advantage of the
Shareholders generally, a provisional Director or Directors shall be appointed
to act only on the deadlocked issue as follows: If the deadlocked Directors can
agree on the selection and appointment of an impartial person who is not an
employee, Shareholder or a creditor of the Corporation such provisional Director
shall be appointed and shall have all of the rights and powers of a duly elected
Director of the Corporation including the right to notice of and to vote at
meetings of Directors. If the Directors cannot agree upon a single provisional
Director,

                                      -10-



one provisional Director shall be selected by each side of the deadlocked
Directors, and a third provisional Director shall be selected by the first two
provisional Directors chosen. All three of the provisional Directors as provided
for herein shall have all of the rights and powers of a duly elected Director of
the Corporation. The decision of the majority of the Directors (including the
provisional Director or Directors, as the case may be) shall be binding on the
non-provisional Directors who were deadlocked. The compensation of the
provisional Director(s) is to be agreed to in advance, prior to assuming the
position(s) of provisional Director(s), by the provisional Director(s) and the
deadlocked Directors.

                                  ARTICLE FOUR

                                    OFFICERS

                             TITLE AND APPOINTMENT

4.01.    The officers of the Corporation shall be a President, a Secretary, a
Treasurer, and such Vice-President, assistants and other officers as the Board
of Directors shall from time to time determine. All officers shall be elected by
and hold office at the pleasure of the Board of Directors which shall fix the
compensation and tenure of all officers.

                                      -11-


                                    PRESIDENT

4.02.    The President shall be the principal executive officer of the
Corporation and, subject to the control of the Board of Directors, shall in
general supervise and control all of the business and affairs of the
Corporation. The President shall preside at all meetings of the Shareholders and
of the Board of Directors. He may sign, with the Secretary or any other proper
officer of the Corporation authorized by the Board of Directors, certificates
for shares of the Corporation, any deeds, mortgages, bonds, contracts or other
instruments which the Board of Directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated by
the Board of Directors or by these Bylaws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed or executed; and
in general shall perform all duties incident to the office of President and such
other duties as may be prescribed by the Board of Directors from time to time.

                                     SECRETARY

4.03.    The Secretary shall: (a) keep the minutes of the proceedings of the
Shareholders and of the Board of Directors in one or more books provided for
that purpose; (b) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c) be custodian of the

                                      -12-



corporate records and of the seal of the Corporation and see that the seal of
the Corporation is affixed to all documents the execution of which on behalf of
the Corporation under its seal is duly authorized; (d) keep a register of the
postoffice address of each Shareholder which shall be furnished to the Secretary
by such Shareholder; (e) sign with the President, certificates for shares of the
Corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors; (f) have general charge of the stock transfer books of
the Corporation; and (g) in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the President or by the Board of Directors.

                                    TREASURER

4.04.    The Treasurer shall: (a) have charge and custody of and be responsible
for all funds and securities of the Corporation; (b) receive and give receipts
for moneys due and payable to the Corporation from any source whatsoever, and
deposit all such moneys in the name of the Corporation in such banks, trust
companies or other depositaries as shall be selected in accordance with the
provisions of Artice V of these Bylaws; and (c) in general perform all of the
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned to him by the President or by the Board of

                                      -13-



Directors. If required by the Board of Directors, the Treasurer shall give a
bond for the faithful discharge of his duties in such sum determine.

                          SECRETARY AND VICE PRESIDENTS

4.05.    In the absence or disablity of the President the Secretary shall
perform all the duties of the President, and when so acting shall have the
powers of, and be subject to all the restrictions on, the President. If so
chosen by the Board of Directors, the Vice Presidents shall have such powers and
perform such duties as from time to time may be prescribed for them respectively
by the Board of Directors or the Bylaws.

                                  ARTICLE FIVE

                            EXECUTION OF INSTRUMENTS

                                   SIGNATORIES

5.01.    The Board of Directors may, in its discretion, determine the method and
designate the signatory officer or officers or other person or persons to
execute any Corporation instrument or to sign the corporate name without
limitation except where otherwise provided by law and such execution or
signature shall be binding upon the Corporation.

                                      -14-



                                      LOANS

5.02.    No loans shall be contracted on behalf of the Corporation and no
evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be general or confined
to specific instances.

                                   ARTICLE SIX

                        ISSUANCE AND TRANSFER OF SHARES

                     CERTIFICATES FOR PAID AND UNPAID SHARES

6.01.    Certificates for shares of the Corporation shall be issued only when
fully paid.

                               SHARE CERTIFICATES

6.02.    The Corporation shall deliver certificates representing all shares to
which Shareholders are entitled which certificates shall be in such form and
device as the Board of Directors may provide. Each certificate shall bear upon
its face the statement that the Corporation is organized in Texas, the name in
which it is issued, the number and series, and the par value. The certificates
shall be signed by the President and the Secretary or an Assistant Secretary,
which signatures may be in facsimile if the certificates are to be countersigned
by a transfer agent or registered by registrar, and the seal of the Corporation

                                      -15-



shall be affixed thereto. The certificates shall contain on the faces or backs
such recitiations or references as are required by law.

                           REPLACEMENT OF CERTIFICATES

6.03.    No new certificates shall be issued until the former certificate for
the shares represented thereby shall have been surrendered and cancelled except
in the case of lost or destroyed certificates for which the Board of Directors
may order new certificates to be issued upon such terms, conditions, and
guarantees as the Board may see fit to impose, including the filing of
sufficient indemnity.

                               TRANSFER OF SHARES

6.04.    Shares of the Corporation may be transferred by endorsement, by the
signature of the owner, his agent, attorney, or legal representative and the
delivery of the certificate. The transferee in any transfer of shares shall be
deemed to have full notice of and to consent to the Bylaws of the Corporation to
the same extent as if he had signed a written assent thereto.

                                  ARTICLE SEVEN

                              RECORDS AND REPORTS

                         INSPECTION OF BOOKS AND RECORDS

7.01.    All books and records provided for by statute shall be open to
inspection of the Shareholders from time to time and to

                                      -16-



the extent expressly provided by statute or these Bylaws, and not otherwise. The
Directors may examine such books and records at all reasonable times.

                          CLOSING STOCK TRANSFER BOOKS

7.02.    The Board of Directors, in their discretion, may close the transfer
books for a period not exceeding 50 days preceding any meeting, annual or
special, of the Shareholders or the day appointed for the payment of a dividend.

                                   FISCAL YEAR

7.03.    The fiscal year of the Corporation shall be designated by resolution of
the Board of Directors.

                                  ARTICLE EIGHT

                              AMENDMENT OF BYLAWS

8.01.    The power to alter, amend, or repeal these Bylaws is vested in the
Directors, subject to repeal or change by action of the Shareholders.

                                  ARTICLE NINE

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

9.01.    Each Director or officer of the Corporation, each former Director or
officer, and any person who serves or has served at

                                      -17-



the request of the Corporation as a Director or officer of another corporation
in which the Corporation owned shares of the capital stock or of which it was a
creditor, shall be indemnified by the Corporation against any costs and expenses
which may be imposed upon or actually and necessarily incurred by him (and for
which he is not otherwise reimbursed), including the amount of any judgments or
fines, in connection with the defense of any action, suit or proceeding whether
criminal or civil, in which he may be named as a party by reason of his being or
having been such Director or officer, or by reason of any action alleged to have
been taken or omitted by him in either such capacity; provided, however, that
the Corporation shall not indemnify any such person against any costs or
expenses imposed upon or incurred by him in relation to matters as to which he
shall be finally adjudged to be liable for negligence or misconduct in the
performance of duty. In the event of a settlement of any such action, suit or
proceeding prior to final adjudication, or in the event of a settlement of any
claim made against any such person by reason of his being or having been such
Director or officer, such person shall be indemnified against any costs and
expenses actually incurred by him, including any amount paid to effect such
settlement, if the Corporation is advised by independent counsel selected or
approved by its Board of Directors that he acted without negligence or
misconduct in the performance of duty and that

                                      -18-



such costs and expenses are not unreasonable. In the event of a criminal action,
suit or proceeding, a conviction or judgment (whether based on a plea of guilty
or nolo contendere or its equivalent, or after trial) shall not be deemed an
adjudication that such person is liable for negligence or misconduct in the
performance of duty if he acted in good faith in what he considered to be the
best interests of the Corporation or such other corporation and with no
reasonable cause to believe that the action was illegal.

9.02.    The right of indemnification in this Article provided shall inure to
each person referred to in the first paragraph of this Article whether or not he
is such Director or officer at the time such costs or expenses are imposed or
incurred, and whether or not the claim asserted against him is based on matters
which antedate the adoption of these Bylaws; and in the event of his death or
incapacity shall extend to his legal representatives. Each person who shall act
as a Director or officer of the Corporation, or of any such other corporation at
the request of the Corporation, shall be deemed to be doing so in reliance upon
such right of indemnification; and such right shall not be exclusive of any
other right which he may have.

                                      -19-



                           SIGNATURES AND ATTESTATION

         The undersigned hereby certifies that the Bylaws were adopted by the
Board of Directors as of the 9th day of June, 1986.

                                             /s/ W. Frank Suit
                                             -----------------------------------
                                             W. Frank Suit, Secretary

                                      -20-



                                     BY-LAWS

                                       OF

                    RELIABLE TRANSPORTATION COMPONENTS, INC.

                                   ARTICLE I.

                                    OFFICES

         SECTION 1. The Registered Office of the corporation shall be at 2650
Royal Lane, Suite 208, Dallas County, Texas, and the name of the Registered
Agent of the corporation at such address is John C. Arneson.

         SECTION 2. The corporation may also have offices at such other places
both within and without the State of Texas as the Board of Directors may from
time to time determine or the business of the corporation may require.

                                   ARTICLE II.

                             MEETING OF SHAREHOLDERS

         SECTION 1. All meetings of the shareholders for the election of
Directors shall be held at the office of the corporation in Dallas, Texas.
Meetings of shareholders for any other purpose may be held at such time and
place, within or without the State of Texas, as shall be stated in the notice of
the meeting or in a duly executed waiver of notice thereof.

         SECTION 2. An annual meeting of the shareholders commencing with the
year 1987 shall be held on the 2nd Tuesday in January of each year if not a
legal holiday and if a legal holiday, then on the next secular day following, at
10:00 o'clock A.M., at which they shall elect a Board of Directors and transact
such other business as may be properly brought before the meeting.

         SECTION 3. At least ten days before each meeting of shareholders, a
complete list of the shareholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the


registered office of the corporation and shall be subject to inspection by any
shareholder at any time during usual business hours. Such list shall be produced
and kept open at the time and place of the meeting during the whole time thereof
and shall be subject to the inspection of any shareholder who may be present.

         SECTION 4. Special meetings of the shareholders for any purpose or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, or by these By-laws, may be called by the President, the Board of
Directors or the holders of not less than one-tenth of all the shares entitled
to vote at the meetings. Business transacted at all special meetings shall be
confined to the objects stated in the notice of the meeting.

         SECTION 5. Written or printed notice stating the place, day and hour of
the meeting and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten nor more than
fifty days before the date of the meeting, either personally or by mail, by or
at the direction of the President, the Secretary or the officer or person
calling the meeting, to each shareholder of record entitled to vote at the
meeting.

         SECTION 6. The holders of a majority of the shares issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
shareholders for the transaction of business except as otherwise provided by
statute, by the Articles of Incorporation or by these By-laws. If, however, such
quorum shall not be present or represented at any meeting of the shareholders,
the shareholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been transacted at
the meeting as originally notified.

         SECTION 7. When a quorum is present at any meeting, the vote of the
holders of a majority of the shares having voting power present in person or

                                       2


represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the Articles of Incorporation or of these By-laws, a different vote is required,
in which case such express provision shall govern and control the decision of
such question. The shareholders present at a duly organized meeting may continue
to transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.

         SECTION 8. Each outstanding share, regardless of class, shall be
entitled to one vote on each matter submitted to a vote at a meeting of the
shareholders, except to the extent that the voting rights of the shareholders of
any class or classes are limited or denied by the Articles of Incorporation.

                                  ARTICLE III.

                                   DIRECTORS

         SECTION 1. The business and affairs of the corporation shall be managed
by its Board of Directors who may exercise all such powers of the corporation
and do all such lawful acts and things as are not by statute or by the Articles
of Incorporation or by these By-laws directed or required to be exercised or
done by the shareholders.

         SECTION 2. The Board of Directors shall consist of two Directors, who
need not be a shareholder or a resident of the State of Texas. The Directors
shall be elected at the annual meeting of the shareholders, except as
hereinafter provided, and each Director elected shall hold office until his
successor shall be elected and shall qualify.

         SECTION 3. Any Director may be removed either for or without cause, at
any special meeting of shareholders by the affirmative vote of a majority in
number of shares of the shareholders present in person or by proxy at such
meeting and entitled to vote for the election of such Director, if notice of the
intention to act upon such matter shall have been given in the notice calling
such meeting. If any vacancies occur in the Board of Directors whether by death,
resignation, retirement, disqualification or removal from office or otherwise, a
majority of the Directors then in office, though less than a quorum, may choose
a

                                       3


successor or successors, or a successor or successors may be chosen at a special
meeting of shareholders called for that purpose; and each successor Director so
chosen shall be elected for the unexpired term of his predecessor in office. Any
directorship to be filled by reason of an increase in the number of Directors
shall be filled by election at an annual meeting of the shareholders or at a
special meeting of shareholders for that purpose.

                       MEETINGS OF THE BOARD OF DIRECTORS

         SECTION 4. The Directors of the corporation may hold their meetings,
both regular and special, either within or without the State of Texas.

         SECTION 5. The first meeting of each newly elected Board shall be held
without further notice immediately following the annual meeting of shareholders,
and at the same place, unless by unanimous consent of the Directors then elected
and serving such time or place shall be changed.

         SECTION 6. Regular meetings of the Board of Directors may be held
without notice at such time and place as shall from time to time be determined
by the Board.

         SECTION 7. Special meetings of the Board of Directors may be called by
the President on three days' notice to each Director, either personally or by
mail, or by telegram, or such special meetings may be called by the President or
Secretary in like manner and on like notice on the written request of the
Director. The business to be transacted at, or the purpose of, any special
meeting need be specified in a notice or waiver of notice except where expressly
provided by statute, the Articles of Incorporation or by these By-laws. By
appropriate Waiver of Notice, Directors may hold special meetings on the date of
execution of such Waiver.

         SECTION 8. At all meetings of the Board of Directors the presence of a
majority of the Directors shall be necessary and sufficient to constitute a
quorum for the transaction of business and the act of a majority of the
Directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as may be otherwise specifically provided by
statute or by the Articles of Incorporation

                                       4


or by these By-laws. If a quorum is not present at any meeting of the Directors,
the Directors present thereat may adjourn the meeting from time to time, without
notice other than an announcement at the meeting, until a quorum shall be
present.

                            COMPENSATION OF DIRECTORS

         SECTION 9. Directors, as such, shall not receive any stated salary for
their services, but by resolution of the Board a fixed sum and expenses of
attendance, if any, may be allowed for attendance at any regular or special
meeting of the Board; provided that nothing herein contained shall be construed
to preclude any Director from serving the corporation in any other capacity and
receiving compensation therefor.

                                   ARTICLE IV.

                                     NOTICES

         SECTION 1. Whenever under the provisions of the statutes, or of the
Articles of Incorporation or of these By-laws, notice is required to be given to
any Director or shareholder, and no provision is made as to how such notice
shall be given, it shall be construed to mean personal notice, but any such
notice may be given in. writing, by mail, postage prepaid, addressed to such
Director or shareholders at such address as appears on the books of the
corporation. Any notice required or permitted to be given by mail shall be
deemed to be given at the time when the same shall be thus deposited in the
United States mail as aforesaid.

         SECTION 2. A waiver in writing signed by the persons or person entitled
to receive a notice, whether before or after the time stated in such notice,
shall be deemed equivalent to the giving of such notice.

                                   ARTICLE V.

                                    OFFICERS

         SECTION 1. The officers of the corporation shall be elected by the
Directors and shall be a President, a Vice President, a Treasurer and a
Secretary. The Board of Directors may also choose additional Vice Presidents and
one or more Assistant Secretaries and Assistant Treasurers. Any two or more
offices may be held by the same person, except that the offices of President and
Secretary shall not be held by the same person.

                                       5


         SECTION 2. The Board of Directors at its first meeting after each
annual meeting of the shareholders shall choose a President from its members,
and shall choose one or more Vice Presidents, a Secretary and a Treasurer, none
of whom need be a member of the Board.

         SECTION 3. The Board of Directors may appoint such other officers and
agents as shall be deemed necessary, who shall be appointed for such terms and
shall exercise such powers and perform such duties as shall be determined from
time to time by the Board.

         SECTION 4. The salaries of all officers and agents of the corporation
shall be fixed by resolution of the Board of Directors.

         SECTION 5. Each officer of the corporation shall hold office until his
successor is chosen and qualified or until his death or until his resignation or
removal from office. An officer or agent elected or appointed by the Board of
Directors may be removed at any time by the affirmative vote of the majority of
the whole Board of Directors. If the office of any officer becomes vacant for
any reason, the vacancy may be filled by the Board of Directors.

                                  THE PRESIDENT

         SECTION 6. The President shall be chief executive officer of the
corporation; he shall preside at all meetings of the shareholders and shall have
general and active management of the business and affairs of the corporation,
shall see that all orders and resolutions of the Board are carried into effect,
and shall perform such other duties as the Board of Directors shall prescribe.

                               THE VICE PRESIDENT

         SECTION 7. Each Vice President shall have such powers and perform such
duties as the Board of Directors may from time to time prescribe or as the
President may from time to time delegate to him.

                       SECRETARY AND ASSISTANT SECRETARIES

         SECTION 8. The Secretary shall attend all sessions of the Board of
Directors and all meetings of the shareholders and record all votes and the
minutes of all proceedings in a book to be kept for that

                                       6


purpose. He shall give, or cause to be given, notice of all meetings of the
shareholders and special meetings of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors or President,
under whose supervision he shall be. He shall keep in safe custody the seal of
the corporation, and when authorized by the Board, affix the same to any
instrument requiring it, and when so affixed, it shall be attested by his
signature or by the signature of the Treasurer or Assistant Secretary.

         SECTION 9. Each Assistant Secretary shall have such powers and perform
such duties as the Board of Directors may from time to time prescribe or as the
President from time to time may delegate to him.

                       TREASURER AND ASSISTANT TREASURERS

         SECTION 10. The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate account of receipts and
disbursements of the corporation and shall deposit all monies and other valuable
effects in the name and to the credit of the corporation and in such
depositories as may be designated by the Board of Directors.

         SECTION 11. He shall disburse the funds of the corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and Directors, at the regular
meetings of the Board, or whenever they may require it, an account of all his
transactions as Treasurer and of the financial condition of the corporation, and
shall perform such other duties as the Board of Directors may prescribe.

         SECTION 12. The Treasurer shall give the corporation a bond in such
form, in such sum, and with such surety or sureties as shall be satisfactory to
the Board for the faithful performance of the duties of his office and for the
restoration to the corporation, in case of his death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and other property
of whatever kind in his possession or under his control belonging to the
corporation, if so required by the Board of Directors.

         SECTION 13. Each Assistant Treasurer shall have such powers and perform
such duties as the Board of Directors may from time to time prescribe.

                                       7


                                   ARTICLE VI.

                        CERTIFICATES REPRESENTING SHARES

         SECTION 1. Certificates in such form as may be determined by the Board
of Directors shall be delivered representing all shares to which shareholders
are entitled. Such certificates shall be consecutively numbered and shall be
entered in the books of the corporation as they are issued. Each certificate
shall state on the face thereof the holder's name, the number and class of
shares, and the par value of such shares, or a statement that such shares are
without par value. They shall be signed by the President or Vice President and
the Secretary or an Assistant Secretary and may be sealed with the seal of the
corporation or a facsimile thereof.

                                LOST CERTIFICATES

         SECTION 2. The Board of Directors may direct a new certificate
representing shares to be issued in place of any certificate theretofore issued
by the corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate to be lost or
destroyed. When authorizing such issue the Board of Directors in its discretion
may as a condition precedent require that the owner of such lost or destroyed
certificate give the corporation a bond in such form, in such money and with
such surety or sureties as it may direct as indemnity against any claim that may
be made against the corporation with respect to the certificate alleged to have
been lost or destroyed.

                               TRANSFER OF SHARES

         SECTION 3. Shares of stock shall be transferable only on the books of
the corporation by the holder thereof in person or by his duly authorized
attorney.

                             REGISTERED SHAREHOLDERS

         SECTION 4. The corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such shares or share on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
law.

                                       8


                                  ARTICLE VII.

                               GENERAL PROVISIONS

                                    DIVIDENDS

         SECTION 1. Dividends upon the outstanding shares of the corporation,
subject to the provisions of the Articles of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting. Dividends
may be paid in cash, property or in shares of the corporation, subject to the
provisions of the statutes and the Articles of Incorporation.

                                     CHECKS

         SECTION 2. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

                                   FISCAL YEAR

         SECTION 3. The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.

                                      SEAL

         SECTION 4. The corporate seal shall have inscribed thereon the name of
the corporation and the year of its organization.

                                  ARTICLE VIII.

                                   AMENDMENTS

         SECTION 1. These By-laws may be altered, amended or repealed at any
meeting of the shareholders at which a quorum is present or represented by the
affirmative vote of the holders of a majority of the shares present or
represented at such meeting and entitled to vote thereat, provided notice of the
proposed alteration, amendment or repeal be contained in the notice of such
meeting.

         ADOPTED by the Board of Directors of the corporation this 4th day of
February 1986.

                                        /s/ William Spoliansky
                                        ---------------------------
                                        William Spoliansky
                                        Secretary

                                       9

EX-3.43

                                                                    EXHIBIT 3.43
- -------------------------------------------------------------------------------
      MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU
- -------------------------------------------------------------------------------
(FOR BUREAU USE ONLY)                                          Date Received
                                                                 JUN 24 1986
                                      FILED

                                   JUL 7 1986

                                  Administrator
                           MICHIGAN DEPT. OF COMMERCE
                       Corporation & Securities Bureau

                       RESTATED ARTICLES OF INCORPORATION
                    FOR USE BY DOMESTIC PROFIT CORPORATIONS
         (Please read Instructions on last page before completing form)

     Pursuant to the provisions of Act 284, Public Acts of 1972, as amended, the
undersigned corporation executes the following Articles:

1.   The present name of the corporation is:

                                               CMI International, Inc.

2    The corporation identification number (CID)
     assigned by the Bureau is:                                    0 4 5 - 1 5 5

3.   All former names of the corporation are:
                                              Cast Metal Industries, Inc.

4.   The data of filing the original Articles of Incorporation was:
     December 28, 1960

     The following Restated Articles of Incorporation supersede the Articles of
     Incorporation as amended and shall be the Articles of Incorporation for the
     corporation:

ARTICLE I

The name of the corporation is:

                            CMI International, Inc.

ARTICLE II

The purpose or purposes for which the corporation is organized are:

     to engage in any activity within the purposes for which corporations may be
     organized under the Business Corporation Act of Michigan, including but not
     limited to, the manufacture and sale of metal components.

GOLD SEAL APPEARS ONLY ON ORIGINAL



ARTICLE III

The total authorized capital stock is:

     Common shares 5,000,000                     Par Value Per Share $ .10
1.
     Preferred shares___________________________ Par Value Per Share $__________

and/or shares without par value as follows:

     Common shares__________________________  Stated Value Per Share $__________
2.
     Preferred shares_______________________  Stated Value Per Share $__________

3.   A statement of all or any of the relative rights, preferences and
     limitations of the shares of each class is as follows:

     Shareholders shall have no preemptive rights to subscribe for additional
     shares.

ARTICLE IV

1.   The address of the current registered office is:

     28240 Grand River               Farmington    ,  Michigan      48024
     ----------------------------------------------             -------------
      (Street Address)                  (City)                   (Zip Code)

2.   The mailing address of the current registered office if different than
     above:

                                                      ,  Michigan
      ------------------------------------------------              ------------
      (P.O. Box)                        (City)                        (Zip Code)

3.   The name of the current resident agent is:     Ray H. Witt

ARTICLE V (OPTIONAL. DELETE IF NOT APPLICABLE.)

When a compromise or arrangement or a plan of reorganization of this corporation
is proposed between this corporation and its creditors or any class of them or
between this corporation and its shareholders or any class of them, a court of
equity jurisdiction within the state, on application of this corporation or of a
creditor or shareholder thereof, or on application of a receiver appointed for
the corporation, may order a meeting of the creditors or class of creditors or
of the shareholders or class of shareholder to be affected by the proposed
compromise or arrangement of reorganization, to be summoned in such manner as
the court directs. If a majority in number representing 3/4 in value of the
creditors or class of creditors, or of the shareholders or class of shareholders
to be affected by the proposed compromise or arrangement or a reorganization,
agree to a compromise or arrangement or a reorganization of this corporation as
a consequence of the compromise or arrangement, the compromise or arrangement
and the reorganization, if sanctioned by the court to which the application has
been made, shall be binding on all the creditors or class of creditors, or on
all the shareholders or class or shareholders and also on this corporation.

GOLD SEAL APPEARS ONLY ON ORIGINAL


ARTICLE VI (OPTIONAL, DELETE IF NOT APPLICABLE.)

Any action required or permitted by the act to be taken at an annual or special
meeting of shareholders may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken, is
signed by the holdes of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote thereon were present and voted.

     Prompt  notice of the taking of the corporate  action  without a meeting by
less than unanimous  written consent shall be given to shareholders who have not
consented in writing.

ARTICLE VII (ADDITIONAL PROVISIONS, IF ANY, MAY BE INSERTED HERE; ATTACH
ADDITIONAL PAGES IF NEEDED.)

5.   These Restated Articles of Incorporation were duly adopted on the 13 day of
     June, 1986, in accordance with the provisions of Section 642 of the Act.

     These Restated Articles of Incorporation (Complete and execute either a or
     b below, but not both.)

a.   [ ] were duly adopted by the unanimous consent of the incorporators before
         the first meeting of the Board of Directors.

     Signed this__________ day of ____________________________________, 19______
     ___________________________________________________________________________
     ___________________________________________________________________________

     (Signatures of all incorporators; type or print name under each signature)

b.   (CHECK ONE OF THE FOLLOWING)

     [ ]  were duly adopted by the Board of Directors without a vote of the
          shareholders. These Restated Articles of Incorporation only restate
          and integrate and do not further amend the provisions of the Articles
          of Incorporation as heretofore amended and there is no material
          discrepancy between those provisions and the provisions of these
          Restated Articles.

     [X]  were duly adopted by the shareholders. The necessary number of shares
          as required by statute were voted in favor of these Restated Articles.

     [ ]  were duly adopted by the written consent of the shareholders having
          not less than the minimum number of votes required by statute in
          accordance with Section 407(1) and (2) of the Act. Written notice to
          shareholders who have not consented in writing has been given. (Note:
          Written consent by less than all of the shareholders is permitted only
          if such provision appears in the Articles of Incorporation.)

     [ ]  were duly adopted by the written consent of all the shareholders
          entitled to vote in accordance with Section 407(3) of the Act.

                                                Signed this 13 day of June, 1986

                                                 By /s/ Ray H. Witt
                                                    ---------------------------
                                                        (Signature)

                                                    Ray H. Witt, President
                                                 ------------------------------
                                                 (Type or Print Name and Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL



[ILLEGIBLE]
DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS
INDICATED IN THE BOX BELOW. Include Name, street and number
(or P.O. box), city, state and ZIP code.

         David L. Tennent                                 Telephone:
         801 W. Big Beaver, #500                           Area Code 313
         Troy, MI 48084                                    Number 362-1300

                          INFORMATION AND INSTRUCTIONS

1.   Submit one original copy of this document. Upon filing, a microfilm copy
     will be prepared for the records of the Corporation and Securities Bureau.
     The original copy will be returned to the address appearing in the box
     above as evidence of filing.

     Since this document must be microfilmed, it is important that the filing be
     legible. Documents with poor black and white contrast, or otherwise
     illegible, will be rejected.

2.   This document is to be used pursuant to sections 641 through 643 of the Act
     for the purpose of restating the articles of incorporation of a domestic
     profit corporation. Restated articles of incorporation are an integration
     into a single instrument of the current provisions of the corportion's
     articles of incorporation, along with any desired amendments to those
     articles.

3.   Restated articles of incorporation which do not amend the articles of
     incorporation may be adopted by the board of directors without a vote of
     the shareholders. Restated articles of Incorporation which amend the
     articles of incorporation require adoption by the shareholders. Restated
     articles of incorporation submitted before the first meeting of the board
     of directors require adoption by all of the incorporators.

4.   Item 2 -- Enter the identification number previously assigned by the
     Bureau. If this number is unknown, leave it blank.

5.   The duration of the corporation should be stated in the restated articles
     of incorporation only if it is not perpetual.

6.   This document is effective on the date approved and filed by the Bureau. A
     later effective date, no more than 90 days after the date of delivery, may
     be stated.

7.   If the restated articles are adopted before the first meeting of the board
     of directors, this document must be signed in ink by all of the
     incorporators. If the restated articles merely restate and integrate the
     articles, but do not amend, this document must be signed in ink by an
     authrorized officer or agent of the corporation. If the restated articles
     amend the articles of incorporation, this document must be signed in ink by
     the president, vice-president, chairperson, or vice-chairperson.

8    FEES: Filing fee (Make remittance payable to State of Michigan)...........
     ........$10.00 Franchise fee (payable only if authorized capital stock has
     increased) -- 1/2 mill (.0005) on each dollar of increase over highest
     previous authorized capital stock.

9.   Mail form and fee to:
       Michigan Department of Commerce
       Corporation and Securities Bureau
       Corporation Division
       P.O. Box 30054
       Lansing. MI 48909
       Telephone: (517) 373-0493

GOLD SEAL APPEARS ONLY ON ORIGINAL



[ILLEGIBLE]                                     873D#3337  0608  DRG&FI  $10.00
- -------------------------------------------------------------------------------
     MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU
- -------------------------------------------------------------------------------
(FOR BUREAU USE ONLY)                                           Date Received
                                                                   JUN 8 1987
                                     FILED

                                  JUN 22 1987

                                 Administrator
                        MICHIGAN DEPARTMENT OF COMMERCE
                        Corporation & Securities Bureau

                                    RESTATED
           CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
                        FOR USE BY DOMESTIC CORPORATIONS

  (Please read instructions and Paperwork Reduction Act notice on last page)

     Pursuant to the provisions of Act 284, Public Acts of 1972, as amended
(profit corporations), or Act 162, Public Acts of 1982, as amended (nonprofit
corporations), the undersigned corporation executes the following Certificate:

1.   The present name of the corporation is: CMI INTERNATIONAL, INC.

2.   The corporation identification number (CID) assigned by
     the Bureau is: 0 4 5 - 1 5 5

3.   The location of its registered office is:

     28240 Grand River            Farmington                       48024
    ----------------------------------------------,  Michigan ------------------
     (Street Address)               (City)                       (ZIP code)

4.   Article VII of the Restated Articles of Incorporation is hereby amended to
     read as follows:

     A director of the Corporation shall not be personally liable to the
     Corporation or its shareholders for monetary damages for a breach of the
     director's fiduciary duty. However, this provision does not eliminate or
     limit the liability of a director for any of the following reasons:

          (i)  A breach of the director's duty of loyalty to the Corporation or
          its shareholders.

          (ii) Acts or omissions not in good faith or that involve intentional
          misconduct or knowing violation of the law.

          (iii) A violation of Section 551(1) of the Michigan Business
          Corporation Act.

          (iv) A transaction from which the director derived an improper
          personal benefit.

          (v)  An act or omission occurring before the filing of this
          Certificate of Amendment.

GOLD SEAL APPEARS ONLY ON ORIGINAL



5.   COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT
     OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS
     OR TRUSTEES: OTHERWISE, COMPLETE SECTION (b)

a. [ ] The foregoing amendment to the Articles of Incorporation was duly
       adopted on the______ day of______, 19___ in accordance with the
     provisions of the Act by the unanimous consent of the incorporator(s)
     before the first meeting of the board of directors or trustees.
     Signed this_____ day of_________________________________________, 19_______

       _________________________________      __________________________________

       _________________________________      __________________________________

       _________________________________      __________________________________

       _________________________________      __________________________________

   (Signatures of all incorporators: type or print name under each signature)

b. [X] The foregoing amendment to the Articles of Incorporation was duly
       adopted on the 20th day of, May, 1987. The amendment: (check one of the
       following)

       [X]    was duly adopted in accordance with Section 611(2) of the Act by
              the vote of the shareholders if a profit corporation, or by the
              vote of the shareholders or members if a nonprofit corporation, or
              by the vote of the directors if a nonprofit corporation organized
              on a nonstock directorship basis. The necessary votes were cast
              in favor of this amendment.

       [ ]    was duly adopted by the written consent of all the directors
              pursuant to Section 525 of the Act and the corporation is a
              nonprofit corporation organized on a nonstock directorship basis.

       [ ]    was duly adopted by the written consent of the shareholders or
              members having not less than the minimum number of votes required
              by statute in accordance with Section 407(1) and (2) of the Act.
              Written notice to shareholders or members who have not consented
              in writing has been given. (Note: Written consent by less than all
              of the shareholders or members is permitted only if such provision
              appears in the Articles of Incorporation.)

       [ ]    was duly adopted by the written consent of all the shareholders or
              members entitled to vote in accordance with Section 407(3) of the
              Act.

                                    Signed this 20th day of May, 1987

                                    By /s/ RICHARD A. NAWROCKI
                                       -----------------------------------------
                                                      (Signature)

                                    RICHARD A. NAWROCKI   Vice President-Finance
                                  ----------------------------------------------
                                    (Type of Print Name)   (Type or Print Title)



C&6-515 (REV. 11-85)

DOCUMENT WILL BE RETURNED TO NAME MAILING ADDRESS     Name of person or
INDICATED IN THE BOX BELOW. Include name, street      organization
and number (or P.O. box), city, state and ZIP code.   remitting fees:

                                                      __________________________

                                                      __________________________

        David L. Tennent                              Preparer's name and
        801 W. Big Beaver Rd, Ste. 500                business telephone number:
        Troy, MI 48084
                                                      David L. Tennent

                                                      (313 ) 362-1300

                          INFORMATION AND INSTRUCTIONS

1.   This form is issued under the authority of Act 284, P.A. of 1972, as
     amended, and Act 162, P. A. of 1982, as amended. The amendment cannot be
     filed until this form, or a comparable document,is submitted.

2.   Submit one original copy of this document. Upon filing, a microfilm copy
     will be prepared for the records of the Corporation and Securities Bureau.
     The original copy will be returned to the address appearing in the box
     above as evidence of filing.

     Since, this document must be microfilmed, it is important that the filing
     be legible. Documents with poor black and white contrast, or otherwise
     illegible, will be rejected.

3.   This document is to be used pursuant to the provisions of section 631 of
     the Act for the purpose of amending the articles of incorporation of a
     domestic profit or nonprofit corporation. Do not use this form for restated
     articles. A nonprofit corporation is one incorporated to carry out any
     lawful purpose or purposes not involving pecuniary profit or gain for its
     directors, officers, shareholders, or members. A nonprofit corporation
     organized on a nonstock directorship basis, as authorized by Section 302 of
     the Act, may or may not have members, but if it has members, the members
     are  not entitled to vote.

4.   Item 2 -- Enter the identification number previously assigned by the
     Bureau. If this number is unknown, leave it blank.

5.   Item 4 -- The entire article being amended must be set forth in its
     entirety. However, if the article being amended is divided into separately
     identifiable sections, only the sections being amended need be included.

6.   This document is effective on the date approved and filed by the Bureau. A
     later effective date, no more than 90 days after the date of delivery, may
     be stated.

7.   If the amendment is adopted before the first meeting of the board of
     directors, item 5(a) must be completed and signed in ink by all of the
     incorporators listed in Article V of the Articles of Incorporation. If the
     amendment is otherwise adopted, item 5(b) must be completed and signed in
     ink by the president, vice-president, chairperson, or vice-chairperson of
     the corporation.

8.   FEES: Filing fee (Make remittance payable to State of Michigan)
          ............ $10.00 Franchise fee for profit corporations (payable
          only if authorized capital stock has increased) --1/2 mill (.0005) on
          each dollar of increase over highest previous authorized capital
          stock.

9.   Mail form and fee to:
       Michigan Department of Commerce
       Corporation and Securities Bureau
       Corporation Division
       P.O. Box 30054
       Lansing, MI 48909
       Telephone: (517) 373-0493

GOLD SEAL APPEARS ONLY ON ORIGINAL



          NOTE: THE FOLLOWING ANNUAL REPORT HAS BEEN INCLUDED WITHIN THE RECORD
          FOR THIS CORPORATION DUE TO THE FILING OF A CHANGE OF REGISTERED
          OFFICE AND/OR RESIDENT AGENT ON THE ANNUAL REPORT. THE PRESENCE OF
          THIS REPORT IN NO WAY IMPLIES THAT THE REPORT ITSELF, OTHER THAN THE
          INFORMATION RELATED TO THE CHANGE OF REGISTERED OFFICE AND/OR RESIDENT
          AGENT, HAS BEEN ACCEPTED BY THE CORPORATION AND SECURITIES BUREAU.

GOLD SEAL APPEARS ONLY ON ORIGINAL



CAS 2900(DEV 10-87)
MICHIGAN DEPARTMENT
OF COMMERCE
                               FOR BUREAU USE ONLY




                1988 MICHIGAN ANNUAL REPORT - PROFIT CORPORATIONS
                (Please read Instructions before completing form)

     This report shall be filed by all profit corporations before May 16, 1988
     showing the corporate condition at the close of business on December 31 or
     upon the date of the close of the latest fiscal year next preceding the
     time for filing. The report is required in accordance with the provisions
     of Section 911, Act 284, Public Acts of 1972, as amended. Penalties may be
     assessed under the Act for failure to file.

- --------------------------------------------------------------------------------
This Report Must                Report of Condition on           Insert
be Filed before  May 16, 1988   December 31, 1987 or 05/31/1987  Corporation
                                                                 Number 045155
- --------------------------------------------------------------------------------

1. Corporate Name
- --------------------------------------------------------------------------------

CMI INTERNATIONAL                                                            7
30333 SOUTHFIELD ROAD                                                        8
SOUTHFIELD, MI 48076                                                         9

- --------------------------------------------------------------------------------
2. Resident Age - do not after  4. Federal Employee No.   5. Term of Existence
   preprinted information in the
   item or item 3.

   RAY H. WITT                       38--1650061               12/28/1990
- --------------------------------------------------------------------------------
3. Registered Office Address   8. Incorporation Date   7. State of Incorporation

   in Michigan-No., Street,       12/28/1960                       MI
   City, Zip                   -------------------------------------------------

   28240 GRAND RIVER           8. Date of Admittance   9. Act Under Which
   FARMINGTON, 48024              (Foreign Corp.)         Incorporated (if other
                                                          than 1931, P.A. 327 or
                                                          1972, P.A. 284)

- --------------------------------------------------------------------------------

10. (DOMESTIC CORPORATIONS ONLY) COMPLETE THIS SECTION ONLY IF THE RESIDENT
    AGENT IN ITEM 2 OR THE REGISTERED OFFICE IN ITEM 3 HAS CHANGED

a. The name of the successor resident agent is: ________________________________

b. The address of the registered office is changed to:

   30333 SOUTHFIELD ROAD      SOUTHFIELD       , Michigan   48076
   ---------------------      ----------                  ----------
      (Street Address)          (City)                    (Zip Code)

c. The mailing address of the registered office if different than above is:

                                               , Michigan
   --------------------------------------------           ----------
   (Address)                    (City)                    (Zip Code)

   ADD $5.00 TO THE $15.00 ANNUAL REPORT           FIELD BY DEPARTMENT JUN 8 '88
   FILING FEE IF THIS SECTION IS COMPLETED


11. Principal business office, and, if different, principal place of business in
    Michigan:   Principal Office = SOUTHFIELD MI   Principal Place =

12. Nature and type of business in which corporation is engaged:  SALES, DESIGN
    & POURING OF METAL CASTINGS

13. a. Name of parent corporation:  N/A

    b. List any subsidiary corporations: (See Attached Schedule For Subsidiary
       Corporations)

14. Corporate Stock Report - Total Authorized Capital Stock (Not merely
    outstanding)



- ------------------------------------------------------------------------------------------------------------
a. Share with       No. of Shares Authorized    Par-Value         Total Authorized      Amount       Amount
   Par Value              With Par-Value        Per Share              Capital        Subscribed     Paid-in
- ------------------------------------------------------------------------------------------------------------
                                                                                      
    COMMON                     500000             $1.000               $500000            $0         $287522

- ------------------------------------------------------------------------------------------------------------





- ------------------------------------------------------------------------------------------------------------
b. Shares Without   No. of Shares Authorized    Shared Value      No. of Shares         Amount       Amount
     Par Value          Without Par-Value        Par Share    Subscribed or Issued    Subscribed     Paid-in

- ------------------------------------------------------------------------------------------------------------
                                                                                      

- ------------------------------------------------------------------------------------------------------------

                    0608 1988 3108 0513                                                          MAY 16 1988



GOLD SEAL APPEARS ONLY ON ORIGINAL



15. The following is a statement of assets and liabilities as shown by the books
    of the corporation on December 31, 1987 or 05/31/1987 (close of fiscal year
    next preceding May 15, 1988) listed separately as to property within and
    without Michigan. The balance sheet of a Michigan Corporation must be the
    same balance sheet as furnished to shareholders.



                                                 WITHIN      WITHOUT
           ASSETS                     TOTAL     MICHIGAN     MICHIGAN        LIABILITIES AND EQUITY
           ------                     -----     --------     --------        ----------------------
                                                                                                        
Cash............................       75755       75755        0        Notes and Accts Payable, Trade............       10702
                                    --------    --------     ----                                                      --------
Notes and Accts Receivable......     1444106     1444106        0        Notes and Accts Payable, Other............    27851840
                                    --------    --------     ----                                                      --------
Inventories.....................           0           0        0        Accrued Expenses.........................       532630
                                    --------    --------     ----                                                      --------
Prepaid Expenses................       77189       77189        0        Long Term Indebtedness....................     4952189
                                    --------    --------     ----                                                      --------
Non-current Notes and                                                    Reserves and Contigent
   Accounts Receivable..........           0           0        0        Liabilities
                                    --------    --------     ----
Land............................     1047625     1047625        0           Deferred income Tax....................      102000
                                    --------    --------     ----                                                      --------
Depreciable Assets                                                       ..........................................           0
                                                                                                                       --------
   Machinery & Equipment........      292000      292000        0        ..........................................           0
                                    --------    --------     ----                                                      --------
   Furniture and Fixtures.......       64699       64699        0        ..........................................           0
                                    --------    --------     ----                                                      --------
   Buildings....................     1008566     1008566        0        Stockholders Equity
                                    --------    --------     ----
   Other........................           0           0        0           Common Stock (par value)...............      287522
                                    --------    --------     ----                                                      --------
   TRANS. EQUIP..................     203038      203038        0           Preferred Stock (par value)............           0
                                    --------    --------     ----                                                      --------
   .............................           0           0        0           No Par Value Stock
                                    --------    --------     ----             (stated value).......................           0
   Less Depreciation............      218099      218099        0                                                      --------
                                    --------    --------     ----           Additional Paid-in Capital.............      393780
                                                                                                                       --------
   Net Depreciable Assets.......     1350204     1350204        0           Retained Earnings (deficit)............    15293072
                                    --------    --------     ----                                                      --------
Investments                                                                 Other..................................           0
   Investments in Subsidiaries..     5087099     5087099        0                                                      --------
                                    --------    --------     ----              Total Stockholders Equity               15030572
   Other Investments............      433183      433183        0                                                      --------
                                    --------    --------     ----
Other Assets....................    38964772    38964772
                                    --------    --------     ----
TOTAL ASSETS                        48479933    48479933        0        TOTAL LIABILITIES & EQUITY                     48479933


16. Corporate Officers and Directors




                          OFFICE           NAME, STREET & NUMBER, CITY, STATE & ZIP CODE
- -----------------------------------------------------------------------------------------
                                     
                         President          RAY H. WITT
                                            30333 SOUTHFIELD ROAD, SOUTHFIELD, MI 48076
- -----------------------------------------------------------------------------------------
                         Secretary          W. FRANK SUIT
    It                                      30333  SOUTHFIELD ROAD, SOUTHFIELD, MI 48076
                       ------------------------------------------------------------------
Different                Treasure
                       ------------------------------------------------------------------
   than                Vice-President       RICHARD A. NAWROCKI
President                                   30333 SOUTHFIELD ROAD, SOUTHFIELD, MI 48076
- -----------------------------------------------------------------------------------------
                          Director          ROLAND P. JONES, VICE-PRESIDENT
                                            30333 SOUTHFIELD ROAD, SOUTHFIELD, MI 48076
                       ------------------------------------------------------------------
    It
                          Director
Different              ------------------------------------------------------------------
                          Director
   than                ------------------------------------------------------------------
                          Director
 Officers              ------------------------------------------------------------------
                          Director
                       ------------------------------------------------------------------
                          Director


17. Is 51% or more of this corporation owned and controlled by woman/women?
    [ ] Yes [X] No
    (A response to this question is voluntary and will be used for
    statistical purposes only).

18. The corporation states that the address of its registered office and the
    address of the business office of its resident agent are identical. Any
    changes were authorized by resolution duly adopted by its board of
    directors. After filing, this report is open to reasonable inspection by
    the public pursuant to Section 915, Act 284, Public Acts of 1972,
    as amended.

Filing Fee $15.00 (without change  Signed this 13th day of MAY, 1988.

of agent or registered office)     By /s/ [W. FRANK SUIT]

Filing Fee $20.00 (without change     ------------------------------------------
of agent or registered office in      (Signature of Authorized Officer or Agent)
item 10)

MAKE REMITTANCE PAYABLE TO: "STATE    W. FRANK SUIT, SECRETARY
OF MICHIGAN"                          ------------------------------------------

RETURN TO:                                  (Type or Print Name and Title)

 DEPARTMENT OF COMMERCE
 CORPORATION AND SECURITIES BUREAU    * If item 10 has been completed, this
 CORPORATION DIVISION                   report must be signed by the president,
 6546 MERCANTILE WAY                    vice-president, chairperson,
 P.O. BOX 30057  0608 1988 3108 0514    vice-chairperson, secretary or
 LANSING, MICHIGAN 42909                assistant secretary of the corporation.

GOLD SEAL APPEARS ONLY ON ORIGINAL


C&6-515 (REV. 5-87)                                 923D#3515 0205 DRG&FI $10.00

      MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU

   (FOR BUREAU USE ONLY)              FIELD                Date Received

                                                           FEB 05 1992
                                   FEB 18 1992    924E#2243 0219 ORG&FI $1502.50

                                  Administrator
                        MICHIGAN DEPARTMENT OF COMMERCE
                        Corporation & Securities Bureau

       CERTIFICATE OF AMENDMENT TO THE RESTATED ARTICLES OF INCORPORATION
                        FOR USE BY DOMESTIC CORPORATIONS

   (Please read instructions and Paperwork Reduction Act notice on last page)

     Pursuant to the provisions of Act 284, Public Acts of 1972, as amended
(profit corporations), or Act 162, Public Acts of 1982, as amended (nonprofit
corporations), the undersigned executes the following Certificate:

1.   The present name of the corporation is:      CMI INTERNATIONAL, INC.

2.   The corporation identification number
     (CID) assigned by the Bureau is:  045-155

3.   The location of its registered office is:

     30333 Southfield Road              Southfield     , Michigan    48076
     ---------------------              ----------                 ----------
        (Street Address)                  (City)                   (ZIP Code)


4.   Article III of the Restated Articles of Incorporation is hereby amended
     to read as follows:

       The total authorized capital stock is:

          1.   Common Shares: 3,000,000 Par Value Per Share $.10

          2.   Non-Voting Common Shares: 3,000,000 Par Value Per Share $.10

          3.   A Statement of all or any of the relative rights, preferences and
               limitations of the shares of such class is as follows:

                    The Non-Voting Common Shares are identical to Common Shares
                    in every respect expect Non-Voting Common Shares do not have
                    voting privileges for any purpose whatsoever.

                    Shareholders shall have no preemptive rights to subscribe
                    for additional shares

GOLD SEAL APPEARS ONLY ON ORIGINAL



5.   COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT
     OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS
     OR TRUSTEES; OTHERWISE, COMPLETE SECTION (b)

a. [ ] The foregoing amendment to the Articles of Incorporation was duly
       adopted on the _____ day of _______, 19____ , in accordance with the
       provisions of the Act by the unanimous consent of the incorporator(s)
       before the first meeting of the board of directors or trustees.
       Signed this_______________ day of_____________________________ , 19______

       _________________________________  ______________________________________

       _________________________________  ______________________________________

       _________________________________  ______________________________________

       _________________________________  ______________________________________
   (signatures of all incorporators; type or print name under each signature)

b. [X] The foregoing amendment to the Articles of Incorporation was duly adopted
       on the 30th day of, January , 1992. The amendment: (check one of the
       following)

     [X]  was duly adopted in accordance with Section 611(2) of the Act by the
          vote of the shareholders if a profit corporation, or by the vote of
          the shareholders or members if a nonprofit corporation, or by the vote
          of the directors if a nonprofit corporation organized on a nonstock
          directorship basis. The necessary votes were cast in favor of the
          amendment.

     [ ]  was duly adopted by the written consent of all the directors pursuant
          to Section 525 of the Act and the corporation is a nonprofit
          corporation organized on a nonstock directorship basis.

     [ ]  was duly adopted by the written consent of the shareholders or members
          having not less than the minimum number of votes required by statute
          in accordance with Section 407(1) and (2) of the Act. Written notice
          to shareholders or members who have not consented in writing has been
          given. (Note: Written consent by less than all of the shareholders or
          members is permitted only if such provision appears in the Articles of
          Incorporation.)

     [ ]  was duly adopted by the written consent of all the shareholders or
          members entitled to vote in accordance with Section 407(3) of the Act.

                              Signed this 30 day of Jannuary, 1992

                              By /s/ RICHARD A. NAWROCKI
                                 -----------------------------------------------
                                                 (Signature)

                              RICHARD A. NAWROCKI, Vice President-Finance
                              --------------------------------------------------
                              (Type or Print Name)         (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL


DOCUMENT WILL BE RETURNED TO NAME AND MAILING     Name of person or organization
ADDRESS INDICATED IN THE BOX BELOW. Include       remitting fees:
name, street and number (or P.O. box), city,
state and ZIP code.                               Dean & Fulkerson

Dean & Fulkerson                                  ______________________________
801 W. Big Beaver Rd. Ste. 500                    Preparer's name and business
Troy, MI 48084                                    telephone number:

                                                  David L. Tennent

                                                  (313) 362-1300

                          INFORMATION AND INSTRUCTIONS

1.  The amendment cannot be filed until this form, or a comparable document, is
    submitted.

2.  Submit one original copy of this document. Upon filing, a microfilm copy
    will be prepared for the records of the Corporation and Securities Bureau.
    The original copy will be returned to the address appearing in the box above
    as evidence of filing.

    Since this document must be microfilmed, it is important that the filing be
    legible. Documents with poor black and white contrast, or otherwise
    illegible, will be rejected.

3.  This document is to be used pursuant to the provisions of section 631 of the
    Act for the purpose of amending the articles of incorporation of a domestic
    profit or nonprofit corporation. Do not use this form for restated articles.
    A nonprofit corporation is one incorporated to carry out any lawful purpose
    or purposes not involving pecuniary profit or gain for its directors,
    officers, shareholders, or members. A nonprofit corporation organized on a
    nonstock directorship basis, as authorized by Section 302 of the Act, may or
    may not have members, but if it has members, the members are not entitled to
    vote.

4.  Item 2 -- Enter the identification number previously assigned by the Bureau.
    If this number is unknown, leave it blank.

5.  Item 4 -- The article being amended must be set forth in its entirety.
    However, if the article being amended is divided into separately
    identifiable sections, only the sections being amended need be included.

6.  This document is effective on the date approved and filed by the Bureau. A
    later effective date, no more than 90 days after the date of delivery, may
    be stated.

7.  If the amendment is adopted before the first meeting of the board of
    directors, item 5(a) must be completed and signed in ink by all of the
    incorporators listed in Article V of the Articles of Incorporation. If the
    amendment is otherwise adopted, item 5(b) must be completed and signed in
    ink by the president, vice-president, chairperson, or vice-chairperson of
    the corporation.

8.  FEES: Filing fee (Make remittance payable to State of Michigan).............
          $10.00 Franchise fee for profit corporations (payable only if
          authorized capital stock has increased--1/2 mill (.0005) on each
          dollar of increase over highest previous authorized capital stock.

9.  Mail form and fee to:
          Michigan Department of Commerce
          Corporation and Securities Bureau
          Corporation Division
          P.O. Box 30054
          6546 Mercantile Way
          Lansing, MI 48909
          Telephone: (517) 334-6302

GOLD SEAL APPEARS ONLY ON ORIGINAL



                         CORPORATION INFORMATION UPDATE
                            (formerly Annual Report)
                                      1998

[ ] To certify there are no changes from your previous        FILING FEE: $15.00
    filing check this box and skip to Item 6.

- --------------------------------------------------------------------------------
                              FOR BUREAU USE ONLY
- --------------------------------------------------------------------------------
        045155         THE OFFICE IS LOCATED AT: RETURN TO:
                            6546 MERCANTILE WAY     MICHIGAN DEPARTMENT OF
                            LANSING MI 48910        CONSUMER AND INDUSTRY
IDENTIFICATION NUMBER       (517) 334-6300          SERVICES CORPORATION,
                                                    SECURITIES AND LAND
                                                    DEVELOPMENT BUREAU
                                                    P.O. BOX 30057
                                                    LANSING MI 48909-7557
- --------------------------------------------------------------------------------
Corporate Name and Mailing Address
            CMI INTERNATIONAL, INC.
            30333 SOUTHFIELD RD.
            SOUTHFIELD MI 48076
                                            FILED BY DEPARTMENT JUN 22 1998
- --------------------------------------------------------------------------------
Registered Office Address in Michigan - NO., STREET, CITY, ZIP   Resident Agent
      30333 SOUTHFIELD RD.                                           RAY H. WITT
      SOUTHFIELD                              48076
- --------------------------------------------------------------------------------

IF THERE ARE CHANGES FROM YOUR PREVIOUS FILING, YOU MUST COMPLETE ITEMS 1
THROUGH 6.

1. Mailing address of registered office        2. Resident Agent if different
   if different that preprinted information       than above
   above
                                                      Richard A. Nawrocki
- --------------------------------------------------------------------------------
3. Address of registered office if different than preprinted information above
   - NO., STREET, CITY, ZIP

4. Describe the general nature and kind of business in which the corporation is
   engaged:



- ----------------------------------------------------------------------------------------------------
5.                             NAME                          BUSINESS OR RESIDENCE ADDRESS
- ----------------------------------------------------------------------------------------------------
                                                 
             President
                      Richard A. Nawrocki              30333 Southfield Rd. Southfield, Mi 48076
             ---------------------------------------------------------------------------------------
             Vice President
                      Robert Fiolek    Renee Weinman   30333 Southfield Rd. Southfield, Mi 48076
   If        ---------------------------------------------------------------------------------------
different    Secretary
  than                Larry D. Schwentor               30333 Southfield Rd. Southfield, Mi 48076
President    ---------------------------------------------------------------------------------------
             Treasurer
                      Renee Weinman                    30333 Southfield Rd. Southfield, Mi 48076

             ---------------------------------------------------------------------------------------
   If        Director
different             Ray H. Witt                      30333 Southfield Rd. Southfield, MI 48076
  than       ---------------------------------------------------------------------------------------
 Officers    Director
                      Robert Herr                      30333 Southfield Rd. Southfield, MI 48076
             ---------------------------------------------------------------------------------------
             Director
                      Gary Ruff                        30333 Southfield Rd. Southfield, MI 48076
- ----------------------------------------------------------------------------------------------------


The corporation states that the address of its registered office and the address
of the business office of its resident agent are identical. Any changes were
authorized by resolution duly adopted by its board of directors.

If space is insufficient, you may include additional pages. PLEASE DO NOT STAPLE
ADDITIONAL PAGES TO THIS REPORT.

ENCLOSE $15.00 MADE PAYABLE TO THE STATE OF MICHIGAN. THIS REPORT MUST BE FILED
ON OR BEFORE MAY 15

6. Signature of an authorized officer           Title              Date
   or agent of the corporation                        Secretary          5/11/98

[ILLEGIBLE]

Required by Section 911, Act 284, Public Acts of 1972, as amended. Failure to
file this report may result in the dissolution of the corporation.

                                                                     MAY 14 1998

GOLD SEAL APPEARS ONLY ON ORIGINAL



         199898 MICHIGAN ANNUAL REPORT - LIST OF SUBSIDIARY CORPORATIONS

NAME OF CORPORATION CMI INTERNATIONAL, INC.
                   -------------------------------------------------------------
                                                        CID #   045155
- -------------------------------------------------------      -------------------

SUBSIDIARY CORPORATIONS:

CMI-CAST PARTS, INC.                           PROCESS CONTROL AUTOMATION, INC.
- --------------------------------------------------------------------------------

CMI-COMMUNICATIONS, INC.
- --------------------------------------------------------------------------------

CMI-COMPETITIVE SOLUTIONS, INC.                CMI-VENTURES, INC.
- --------------------------------------------------------------------------------

CMI-DEARBORN, INC.                             CMI-NORWAY, INC.
- --------------------------------------------------------------------------------

CMI-DYNAMICS, INC.                             CMI-TECH CAST, INC.
- --------------------------------------------------------------------------------

CMI-EQUIPMENT & ENGINEERING, INC.              CMI-ENTERPRISES, INC.
- --------------------------------------------------------------------------------

    -CMI-SCHNEIBLE COMPANY
- --------------------------------------------------------------------------------

    -SUMMERFIELD REALTY CORPORATION
- --------------------------------------------------------------------------------

CMI-HEALTH & TENNIS CLUB, INC.
- --------------------------------------------------------------------------------

CMI-MANAGEMENT SERVICES, INC.
- --------------------------------------------------------------------------------

CMI-NOREN, INC.
- --------------------------------------------------------------------------------

CMI-POLYMERS, INC.
- --------------------------------------------------------------------------------

CMI-PRECISION MOLD, INC.
- --------------------------------------------------------------------------------

CMI-TRANSPORTATION, INC.
- --------------------------------------------------------------------------------

CMI-SERVICES, INC.
- --------------------------------------------------------------------------------

CMI-SOUTHFIELD, INC.
- --------------------------------------------------------------------------------

CMI-TECH CENTER, INC.
- --------------------------------------------------------------------------------

    -T C REALTY, INC.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
[ILLEGIBLE]                                   [ILLEGIBLE]

GOLD SEAL APPEARS ONLY ON ORIGINAL



- --------------------------------------------------------------------------------
              MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
               CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Data Received                                              (FOR BUREAU USE ONLY)

FEB 04 1999
- ----------------------------------------------

                   Due to administrative correction               FILED
                   file date changed from 2/4/99
                   to 2/3/99. LZ   5-12-99                     FEB 03 1999
- ----------------------------------------------
Name
 Daniel M. Sandberg
- ----------------------------------------------
Address                                                        Administrator
 38481 Huron River Drive                                        [ILLEGIBLE]
- ----------------------------------------------
City             State             Zip Code
 Romulus      MI             48174              EFFECTIVE DATE
- ----------------------------------------------
- - Document will be returned to the name and address you enter above -

                      CERTIFICATE OF MERGER / CONSOLIDATION
            FOR USE BY DOMESTIC PROFIT AND/OR NONPROFIT CORPORATIONS
           (Please read information and instructions on the last page)

     Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), and/or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporations execute the following certificate.

1. THE PLAN OF MERGER (CONSOLIDATION) IS AS FOLLOWS:

   a. The name of each constituent corporation and its identification number is:

      CMI International, Inc.                                           045-155
- --------------------------------------------------------------------------------

      HL-CMI Holding Co.                                                030-58A
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

   b. The name of the surviving (new) corporation and its identification number
      is:

      CMI International, Inc.                                           045-155
- --------------------------------------------------------------------------------

   c. For each constituent stock corporation, state:



                            Designation and
                         number of outstanding  Indicate class or  Indicate class or
                         shares in each class    series of shares   series entitled
Name of corporation           or series          entitled to vote  to vote as a class
                                                          
CMI International, Inc.     2,471,356 Common          Common              None
- -----------------------  ---------------------  -----------------  ------------------

                         2,392,790 Non-Voting
                                Common
- -----------------------  ---------------------  -----------------  ------------------

- -----------------------  ---------------------  -----------------  ------------------

HL-CMI Holding Co.           1,000 Common             Common              None
- -----------------------  ---------------------  -----------------  ------------------

- -----------------------  ---------------------  -----------------  ------------------


If the number of shares is subject to change prior to the effective date Of the
merger or consolidation, the manner in which the change may occur is as follows:

GOLD SEAL APPEARS ONLY ON ORIGINAL



2. (COMPLETE FOR ANY PROFIT CORPORATION ONLY)

   a. The manner and basis of converting shares are as follows:

      See Exhibit A attached.

   b. The amendments to the Articles, or a restatement of the Articles, of the
      surviving corporation to be effected by the merger are as follows:

      The Articles of the surviving corporation are restated as attached.

   c. The plan of merger will be furnished by the surviving profit corporation,
      on request and without cost, to any shareholder of any constituent profit
      corporation.

3. (COMPLETE FOR ANY NONPROFIT CORPORATION ONLY)

   a) If it is organized on a membership basis, state (a) the name of the
      corporation, (b) a description of its members, and (c) the number,
      classification and voting rights of its members.

   b) If it is organized on a directorship basis, state (a) the name of the
      corporation, (b) a description of the organization of its board, and (c)
      the number, classification and voting rights of its directors.

   c) State the terms and conditions of the proposed merger or consolidation,
      including the manner and basis of converting the shares of, or membership
      or other interests in, each constituent corporation into shares, bonds,
      or other securities of, or membership or other interest in, the surviving
      or consolidated corporation, or into cash or other consideration.

   d) If a consolidation, the Articles of Incorporation of the consolidated
      corporation are attached to this Certificate and are incorporated herein.
      If a merger, the amendments to the Articles, or a restatement of the
      Articles, of the surviving corporation to be effected by the merger are as
      follows:

   e) Other provisions with respect to the merger (consolidation) are as
      follows:

4. (COMPLETE FOR ANY FOREIGN CORPORATION ONLY)
   This merger (consolidation) is permitted by the laws of the state of

   the jurisdiction under which ________________________________________________
                                           (name of foreign corporation)

   is organized and the plan of merger (consolidation) was adopted and approved
   by such corporation pursuant to and in accordance with the laws of that
   jurisdiction.

5. (COMPLETE ONLY IF AN EFFECTIVE DATE IS DESIRED OTHER THAN THE DATE OF
   FILING. THE DATE MUST BE NO MORE THAN 90 DAYS AFTER RECEIPT OF THIS DOCUMENT
   IN THIS OFFICE.)

   The merger (consolidation) shall be effective on the__________ day of
   ________________, 19 _________

GOLD SEAL APPEARS ONLY ON ORIGINAL



- --------------------------------------------------------------------------------
6. TO BE COMPLETED BY MICHIGAN PROFIT CORPORATIONS ONLY (Complete either part a
   or b for each corporation.)

   a) The plan of merger was approved by the unanimous consent of the
      incorporators of _________________________________________________________
      _________________________________ a Michigan corporation which has not
      commenced business, has not issued any shares, and has not elected a Board
      of Directors.

_______________________________________  _______________________________________
      (Signature of Incorporator)              (Signature of Incorporator)

_______________________________________  _______________________________________
      (Signature of Incorporator)             (Signature of Incorporator)

   b) The plan of merger was approved by

      [ ] the Board of Directors of ___________________________________________,
          the surviving Michigan corporation, without approval of the
          shareholders in accordance with Section 701 of the Act.

      [X] the Board of Directors and the shareholders of the following Michlgan
          corporation(s) in accordance with Section 703a of the Act:

        CMI International, Inc.                    HL - CMI Holding Co.
- ---------------------------------------  ---------------------------------------
        (Name of Corporation)                     (Name of Corporation)

By         Richard A. Nawrocki              By        Daniel M. Sandberg
   ------------------------------------     ------------------------------------
   (Signature of President, Vice-           (Signature of President, Vice-
   President, Chairperson or Vice-          President, Chairperson or Vice-
             Chairperson)                             Chairperson)

     Richard A. Nawrocki, President         Daniel M. Sandberg, Vice President
- ---------------------------------------  ---------------------------------------
     (Type or Print Name and Title)          (Type or Print Name and Title)

7. TO BE COMPLETED BY MICHIGAN NONPROFIT CORPORATIONS ONLY

The plan of merger or consolidation was approved by

[ ] the Borad of Directors and shareholders or members of the following Michigan
    corporation(s) in accordance with Sections 701 and 703(1) and (2) of the
    Act:

[ ] the Board of Directors of the following Michigan corporation(s) organized on
    a directorship basis in accordance with Section 703(3) of the Act:

_______________________________________  _______________________________________
         (Name of Corporation)                   (Name of Corporation)

BY ____________________________________  BY ____________________________________
   (Signature of President, Vice-           (Signature of President, Vice-
   President, Chairperson or Vice-          President, Chairperson or Vice-
             Chairperson)                             Chairperson)

_______________________________________  _______________________________________
    (Type or Print Name and Title)            (Type or Print Name and Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL


                                    EXHIBIT A
                                       TO
                       CERTIFICATE OF MERGER/CONSOLIDATION
                                       FOR
                            CMI INTERNATIONAL, INC.
                                       AND
                              HL - CMI HOLDING CO.

         The manner and basis of converting the shares of each of the
constituent corporations is as follows:

         1.       Each share of HL - CMI Holding Co. issued and outstanding
immediately prior to the effectiveness of the merger shall, by virtue of the
merger and without any action on the part of the holder thereof, be converted
into one share of CMI International, Inc. ("CMI") and such shares shall continue
after the effectiveness of the merger.

         2.       Each share of CMI issued and outstanding immediately prior to
the effectiveness of the merger shall, by virtue of the merger and without any
action on the part of the holder thereof, be canceled in exchange for the right
to receive case in an amount equal to the (x) the sum of (A) $605,000,000 less
(B) the Funded Debt Amount (as defined below) immediately prior to the effective
time of the merger plus (C) cash and cash equivalents immediately prior to the
effective time of the merger and less (D) certain expenses of the merger,
divided by (y) the number of issued and outstanding shares at the effective time
of the merger.

         "Funded Debt Amount" means, as of the data of determination, the
liabilities and obligations of CMI (on a consolidated basis) with respect to the
outstanding principal amount of all indebtedness for borrowed money plus accrued
interest thereof and all fees, expenses, prepayment penalties (but only to the
extent such prepayment penalty is required to be paid as a result of the merger
and pursuant to the terms of the relevant debt document) and other charges as of
such date (but not including the indebtedness of joint ventures of CMI and its
subsidiaries).

GOLD SEAL APPEARS ONLY ON ORIGINAL



                       RESTATED ARTICLES OF INCORPORATION
                     FOR USE BY DOMESTIC PROFIT CORPORATIONS
             (Please read information and instructions on last page)

         Pursuant to the provisions of Act 284, Public Acts of 1972, the
undersigned corporation executes the following Articles:

1. The present name of the corporation is:
                                 CMI International, Inc.

2. The identification number assigned by the Bureau is: 045-155

3. All former names of the corporation are:

                                 Cast Metal Industries, Inc.

4. The date of filing the original Articles of Incorporation was: December 28,
   1960

         The following Restated Articles of Incorporation supersede the Articles
         of Incorporation as amended and shall be the Articles of Incorporation
         for the corporation:

ARTICLE I

The name of the corporation is:

                            CMI International, Inc.

ARTICLE II

The purpose or purposes for which the corporation is formed are:

to engage in any activity within the purposes for which corporations may be
formed under the Business Corporation Act of Michigan.

GOLD SEAL APPEARS ONLY ON ORIGINAL



ARTICLE III

The total authorized shares:

     Common Shares  60,000               Preferred shares  -0-

     A statement of all or any of the relative rights, preferences and
     limitations of the shares of each class is as follows:

ARTICLE IV

1. The address of the current registered office is:

   38481 Huron River Drive        Romulus        , Michigan  48174
   ---------------------------------------------            -------------
     (Street Address)             (City)                     (Zip Code)

2. The mailing address of the current registered office if different than above:
                                                 , Michigan
   ---------------------------------------------            ---------------
    (Street Address or P.O.Box)      (City)                  (Zip Code)

3. The name of the current resident agent is: Daniel M. Sandberg

ARTICLE V (Optional, Delete if not applicable)

When a compromise or arrangement of a plan of reorganization of this corporation
is proposed between this corporation and its creditors or any class of them or
between this corporation and its shareholders or any class of them, a court of
equity jurisdiction within the state, on application of this corporation or of
a creditor or shareholder thereof, or on application of a receiver appointed for
the corporation, may order a meeting of the creditors or class of creditors or
of the shareholders or class of shareholders to be affected by the proposed
compromise or arrangement or reorganization, to be summoned in such manner as
the court directs. It a majority in number representing 3/4 in value of the
creditors or class of creditors, or of the shareholders or class of shareholders
to be affected by the proposed compromise or arrangement or a reorganization,
agree to a compromise or arrangement or a reorganization of this corporation as
a consequence of the compromise or arrangement, the compromise or arrangement
and the reorganization, if sanctioned by the court to which the application has
been made, shall be binding on all the creditors or class of creditors, or on
all the shareholders or class of shareholders and also on this corporation.

ARTICLE VI (Optional, Delete if not applicable.)

Any action required or permitted by the Act to be taken at an annual or special
meeting or shareholders may be taken without a meeting, without prior notice,
and without a vote, if consents in writing, setting forth the action so taken,
are signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote on the action were present and
voted. The written consents shall bear the date of signature of each shareholder
who signs the consent. No written consents shall be effective to take the
corporate action referred to unless, within 60 days after the record date for
determining shareholders entitled to express consent to or to dissent from a
proposal without a meeting, written consents dated not more than 10 days before
the record date and signed by a sufficient number of shareholders to take the
action are delivered to the corporation. Delivery shall be to the corporation's
registered office, its principal place of business, or an officer or agent of
the corporation having custody of the minutes of the proceedings of its
shareholders. Delivery made to a corporation's registered office shall be by
hand or by certified or registered mail, return receipt requested.

Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to shareholders who would have
been entitled to notice of the shareholder meeting if the action had been taken
at a meeting and who have not consented in writing.

GOLD SEAL APPEARS ONLY ON ORIGINAL



                                   ATTACHMENT
                                       TO
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                             CMI INTERNATIONAL, INC.
                                 CID # 045-155

ARTICLE VII

         Each director of the Corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for the breach of the
director's fiduciary duty as a director; provided, however, this Article does
not eliminate or limit any liability a director may otherwise have for any of
the following:

(i)      A breach of such director's duty of loyalty to the corporation or its
         shareholders;

(ii)     Acts or omissions not in good faith or that involve intentional
         misconduct or knowing violation of law;

(iii)    A violation of Section 551(1) of the Michigan Business Corporation Act;
         or

(iv)     A transaction from which such director derived an improper personal
         benefit.

Any repeal or modification of the foregoing paragraph by the shareholders of the
corporation shall not adversely affect any right or protection of a director of
the corporation existing at the time of such repeal or modification.

GOLD SEAL APPEARS ONLY ON ORIGINAL


- --------------------------------------------------------------------------------
             MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
               CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received                                        (FOR BUREAU USE ONLY)
JUN 21 1999
                                                            FILED
- -------------------------------------------
Name
         517-663-2525 Ref # 94118                        JUN 21 1999
Address  Attn: Cheryl J. Bixby                          Administrator
         MICHIGAN RUNNER SERVICE              CORP. SECURITIES & LAND DE. BUREAU

City     P.O. Box 266
         Eaton Rapids, MI 48827               EFFECTIVE DATE: ------------------
 - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

            CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
                     FOR USE BY DOMESTIC PROFIT CORPORATIONS
          (Please read Information and instructions on the last page)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:

1.  The present name of the corporation is: CMI INTERNATIONAL, INC.

2.  The identification number assigned by the Bureau is: 045-155

3.  The location of its registered office is:

30333 Southfield Road                  Southfield, Michigan      48076
- --------------------------------------------------            -------------
      (Street Address)                   (City)                 (ZIP Code)

4.  Article I of the Articles of Incorporation is hereby amended to read as
    follows:

    The name of the corporation is HAYES LEMMERZ INTERNATIONAL - CMI, INC.

Article IV of the Articles of Incorporation is hereby amended to read as
follows:

1.  The address of the registered office is 15300 Centennial Drive, Northville,
    Michigan 48167.

3.  The name of the resident agent at the registered office is Patrick B. Carey.

GOLD SEAL APPEARS ONLY ON ORIGINAL



5.  (FOR AMENDMENTS ADOPTED BY UNANIMOUS CONSENT OF INCORPORATORS BEFORE THE
    FIRST MEETING OF THE BOARD OF DIRECTORS OR TRUSTEES.)

    The foregoing amendment to the Articles of Incorporation was duly adopted on
    the______day of_____, 19_____, in accordance with the provisions of the Act
    by the unanimous consent of the incorporator(s) before the first meeting of
    the Board of Directors or Trustees.

         Signed this_______________ day of _____________ , 19 _______.

________________________________________   _____________________________________
              (Signature)                               (Signature)

________________________________________   _____________________________________
         (Type or Print Name)                      (Type or Print Name)

________________________________________   _____________________________________
              (Signature)                              (Signature)

________________________________________   _____________________________________
         (Type or Print Name)                      (Type or Print Name)

6.  (FOR PROFIT CORPORATIONS, AND FOR NONPROFIT CORPORATIONS WHOSE ARTICLES
    STATE THE CORPORATIONS IS ORGANIZED ON A STOCK OR ON A MEMBERSHIP BASIS.)

    The foregoing amendment to the Articles of Incorporation was duly adopted on
    the 30th day of April, 1999 by the shareholders if a profit corporation, or
    by the shareholders or members if a nonprofit corporation (check one of the
    following)

    [ ] at a meeting. The necessary votes were cast in favor of the amendment.

    [ ] by written consent of the shareholders or members having not less than
        the minimum number of votes required by statute in accordance with
        Section 407(1) and (2) of the Act if a nonprofit corporation, or Section
        407(1) of the Act if a profit corporation. Written notice to
        shareholders or members who have not consented in writing has been
        given. (Note: Written consent by less than all of the shareholders or
        members is permitted only if such provision appears in the Articles of
        Incorporation.)

    [X] by written consent of all the shareholders or members entitled to vote
        in accordance with section 407(3) of the Act if a nonprofit corporation,
        or Section 407(2) of the Act if a profit corporation.

        Signed this 17th day of June, 1999

        By /s/ W. D. Shovers
          ----------------------------------------------------------------------
         (Signature of President, Vice-President, Chairperson, Vice-Chairperson)

                   William D. Shovers                   Vice-President
          ----------------------------------------------------------------------
                  (Type or Print Name)              (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL


- --------------------------------------------------------------------------------
              MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
               CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received                            (FOR BUREAU USE ONLY)
JUN 28 1999
                                                           FILED

                                                        JUN 28 1999
- -----------------------
517-663-2525 Ref #94366
Attn: Cheryl J. Bixby                                   Administrator
MICHIGAN RUNNER SERVICE                      CORP. SECURITIES & LAND DEV, BUREAU
P.O. Box 266
Eaton Rapids, MI 48827                         EXPIRATION DATE: DECEMBER 31,2004
- --------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

                           CERTIFICATE OF ASSUMED NAME
 FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES

           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or limited
liability company in item one executes the following Certificate:

1.  The true name of the corporation, limited partnership, or limited liability
    company is:

    HAYES LEMMERZ INTERNATIONAL - CMI, INC. [X]

2.  The identification number assigned by the Bureau is: 045-155

3.  The location of the corporation or limited liability company registered
    office in Michigan or the office at which the limited partnership records
    are maintained is:

    15300 Centennial Drive          Northville       Michigan      48167
    ----------------------------------------------------------------------------
          (Street Address)            (City)          (State)    (ZIP Code)

4.  The assumed name under which business is to be transacted is:

    CMI INTERNATIONAL, INC.

 COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

         Signed this 17th day of June, 1999

         By /s/ W. D. Shovers
            ---------------------------------------------------
                              (Signature)
         William D. Shovers               Vice President
         -----------------------------------------------------
         (Type or Print Name)         (Type or Print Title)

         _____________________________________________________
                      (Limited Partnership Only [ILLEGIBLE]

GOLD SEAL APPEARS ONLY ON ORIGINAL



- --------------------------------------------------------------------------------
              MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
                          BUREAU OF COMMERCIAL SERVICES
- --------------------------------------------------------------------------------
Date Received                         (FOR BUREAU USE ONLY)
- -------------                                                  FILED
              This document is effective on the
              date filed, unless a subsequent               APR 22 2002
              effective date within 90 days after        CIS Administrator
              received date is stated in the       BUREAU OF COMMERCIAL SERVICES
              document.                                     [ILLEGIBLE]

- -----------------------------------------------
Name
        Kelly Brushaber
- -----------------------------------------------
Address
         15300 Centennial Drive
- -----------------------------------------------
City              State            Zip Code
   Northville       MI              48167                EFFECTIVE DATE:
- -----------------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -
     IF LEFT BLANK DOCUMENT WILL BE MAILED TO THE REGISTERED OFFICE.

   CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT
  FOR USE BY DOMESTIC AND FOREIGN CORPORATIONS AND LIMITED LIABILITY COMPANIES
           (Please read information and instruction on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act 23,
Public Acts of 1993 (limited liability companies), the undersigned corporation
or limited liability company executes the following Certificate:

1.  The name of the corporation or limited liability company is:

    Hayes Lemmerz International - CMI, Inc.

2.  The Identification number assigned by the Bureau is: 045-155

3.  a. The name of the resident agent on file with the Bureau is:
       Patrick B. Carey

    b. The location of the registered office on file with the Bureau is:

         15300 Centennial Drive, Northville,  Michigan         48167
         ----------------------------------                -------------
                (Street Address)  (City)                      (ZIP Code)

    c. The mailing address of the above registered office on file with the
       Bureau is:

         Same as above                       ,  Michigan
         ------------------------------------                ------------
         (Street Address or P.O. Box)  (City)                 (ZIP Code)

  ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD

4.  a. The name of the resident agent is: Patrick C. Cauley

    b. The address of the registered office is:

         15300 Centennial Drive, Northville,  Michigan     48167
         ----------------------------------                -------------
               (Street Address)  (City)                       (ZIP Code)

    c. The mailing address of the registered office IF DIFFERENT THAN 4B is:

                                                Michigan
          -----------------------------------,               ------------
          (Street Address or P.O. Box) (City)                 (ZIP Code)

5.  The above changes were authorized by resolution duly adopted by: 1. ALL
    CORPORATIONS: its Board of Directors; 2. PROFIT CORPORATIONS ONLY: the
    resident agent if only the address of the registered office is changed, in
    which case a copy of this statement has been mailed to the corporation; 3.
    LIMITED LIABILITY COMPANIES: an operating agreement, affirmative vote of a
    majority of the members pursuant to section 502(1), managers pursuant to
    section 405, or the resident agent if only the address of the registered
    office is changed.

6.  The corporation or limited liability company further states that the address
    of its registered office and the address of its resident agent, as changed,
    are identical.

Signature                   Type or Print Name and Title       Date Signed

/s/ [ILLEGIBLE]             Larry Karenko, Vice President      April 9, 2002

GOLD SEAL APPEARS ONLY ON ORIGINAL

EX-3.44

                                                                    EXHIBIT 3.44

                                                                       EXHIBIT A

                                     BY-LAWS

                                       OF

                             CMI INTERNATIONAL, INC.

                             A MICHIGAN CORPORATION

1.       SHAREHOLDERS' MEETING

1.1      ANNUAL MEETING. The annual meeting of the Shareholders shall be held in
each year after the expiration of the fiscal year of the Corporation at such
time and place as shall be determined by the Board of Directors, for the purpose
of electing Directors and of transacting such other business as may properly be
brought before the meeting.

1.2      ORDER OF BUSINESS. The order of business at the Annual Meeting of the
Shareholders shall be as follows:

                  (a)      Roll call;

                  (b)      Reading of notice and proof of mailing;

                  (c)      Annual reports of officers consisting of discussion
of: balance sheet as of the end of the preceding fiscal year; statement of
income for such fiscal year and, if prepared by the Corporation, a statement of
source and application of funds for such fiscal year;

                  (d)      Election of Directors;

                  (e)      Transaction of other business as follows:

                                   Unfinished business
                                   New business; and

                  (f)      Adjournment

provided, that, in the absence of any objection, the presiding officer may
vary the order of business at his/her discretion.

1.3      SPECIAL MEETINGS. A Special Meeting of the Shareholders may be called
to be held at such time and place as may be designated by the Chairperson of the
Board, a majority of the Board of Directors, or not less than an aggregate of
ten percent (10%) of the outstanding shares of stock of the Corporation having
the right to vote at such Special Meeting.

         Upon receipt of a notification in writing setting forth the time, place
and purpose of such proposed Special Meeting, signed by the Chairperson of the
Board, a majority of the Board of Directors or not less than an aggregate of ten
percent (10%) of the



outstanding shares of stock of the Corporation having a right to vote at such
Special Meeting, the Secretary of this Corporation shall prepare, sign and mail
the notice requisite to such meeting.

1.4      NOTICE OF MEETINGS. Written notice of the time, place and purposes of
every meeting of the Shareholders of this Corporation shall be given, either
personally or by mail, not less than ten (10) nor more than sixty (60) days
before said meeting to each Shareholder of record of the Corporation entitled to
vote at such meeting. Notices shall state the authority pursuant to which they
are issued as, "by order of" the "Chairperson of the Board", "Board of
Directors", or "Shareholders".

1.5      WAIVER OF NOTICE. Notice of the time, place and purpose of any meeting
of the Shareholders of this Corporation may be waived by telegram, radiogram,
cablegram, or other writing either before or after such meeting has been held.

         A Shareholder's attendance at a meeting of Shareholders, in person or
by proxy, will result in (a) a waiver of objection to lack of notice or
defective notice of the meeting unless the Shareholder at the beginning of the
meeting objects to holding the meeting or transacting business at the meeting
and (b) waiver of objection to consideration of a particular matter at the
meeting that is not within the purpose or purposes described in the meeting
notice, unless the Shareholder objects to considering the matter when it is
presented.

1.6      QUORUM. At every meeting of the Shareholders, the holders of record of
a majority of the outstanding shares of stock of the Corporation entitled to
vote at such meeting, whether present in person or represented by proxy, shall
constitute a quorum. If less than a quorum shall be present at any meeting of
Shareholders, those holders of record of outstanding shares of stock of the
Corporation entitled to vote at such meeting, present in person or represented
by proxy, may adjourn the meeting from time to time without further notice other
than by announcement at the meeting, until a quorum shall have been obtained, at
which time any business may be transacted which might have been transacted at
the meeting as first convened, had there been a quorum.

1.7      RECORD DATE. The Board of Directors may fix in advance a date not
exceeding sixty (60) days nor less than ten (10) days preceding the original
date fixed for any meeting of Shareholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, as a record
date for the determination of the Shareholders entitled to notice of, and to
vote at, any such meeting, or entitled to receive payment of any such dividend,
or to any such allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock. In such case, such
Shareholders and

BYLAWS-STANDARD LONG FORM

                                       2


only such Shareholders as shall be Shareholders of record on the date so fixed
shall be entitled to such notice of, and to vote at, such meeting, or to receive
payment of such dividend, or to receive such allotment of rights, or to exercise
such rights, as the case way be, notwithstanding any transfer of any stock on
the books of the Corporation or otherwise after any such record date is fixed as
aforesaid. Nothing in this Section shall affect the rights of a Shareholder and
his/her transferee or transferor as between themselves.

1.8      INSPECTION OF LIST OF SHAREHOLDERS. The officer or agent having charge
of the stock transfer books for shares of the Corporation shall make and certify
a complete list of the Shareholders entitled to vote at a Shareholders meeting
or any adjournment thereof. The list shall:

                  (a)      Be arranged alphabetically within each class and
                  series, with the address of, and the number of shares held by,
                  each Shareholder.

                  (b)      Be produced at the time and place of the meeting.

                  (c)      Be subject to inspection by any Shareholder during
                  the whole time of the meeting.

                  (d)      Be prima facie evidence as to who are the
                  Shareholders entitled to examine the list or to vote at the
                  meeting.

1.9      INSPECTORS OF ELECTION. The Board, in advance of a Shareholders'
meeting, may appoint one or more inspectors to act at the meeting or any
adjournment thereof. If inspectors are not so appointed, the person presiding at
a Shareholders' meeting may, and on request of a Shareholder entitled to vote
thereat shall, appoint one (1) or more inspectors. In case a person appointed
fails to appear or act, the vacancy may be filled by appointment made by the
Board in advance of the meeting or at the meeting by the person presiding
thereat.

         The inspectors shall determine the number of shares outstanding and the
voting power of each, the share represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots or
consents, hear and determine challenges and questions arising in connection with
the right to vote, count and tabulate votes, ballots or consents, determine the
result, and do such acts as are proper to conduct the election or vote with
fairness to all Shareholders. On request of the person presiding at the meeting
or a Shareholder entitled to vote thereat, the inspectors shall make and execute
a written report to the person presiding at the meeting of any of the facts
found by them and matters determined by them.

BYLAWS-STANDARD LONG FORM

                                       3


1.10     VOTING RIGHTS. At all times, each holder of record of the common stock
of the Corporation shall be entitled to one vote for each share of common stock
standing in his/her name on the books of the Corporation, subject, however, to
the full effect of the limitations imposed by the fixed record date for
determination of Shareholders set forth elsewhere in this Article. A vote may be
cast either orally or in writing as determined by the Chairperson of the
meeting.

         When an action other than the election of Directors is to be taken by
vote of the Shareholders, it shall be authorized by a majority of the votes cast
by the holders of shares entitled to vote thereon unless a greater vote is
required by the Articles of Incorporation or by law. Directors shall be elected
by a plurality of the votes cast at an election.

1.11     VOTE BY SHAREHOLDER CORPORATION. Shares standing in the name of another
domestic or foreign corporation may be voted by an officer or agent, or by proxy
appointed by an officer or agent or by some other person, who by action of its
Board or pursuant to its by-laws shall be appointed to vote such shares.

1.12     ACTION BY UNANIMOUS WRITTEN CONSENT. Any action required or permitted
to be taken at an Annual or Special Meeting of Shareholders may be taken without
a meeting, without prior notice and without a vote, if before or after the
action all the Shareholders entitled to vote thereon consent thereto in writing.

1.13     ELECTRONIC PARTICIPATION. A Shareholder may participate in a meeting of
Shareholders by a conference telephone or by other similar communications
equipment through which all persons participating in the meeting may communicate
with the other participants. All participants shall be advised of the
communications equipment and the names of the participants in the conference
shall be divulged to all participants. Participation in a meeting pursuant to
this Section constitutes presence in person at the meeting.

2.       SHAREHOLDER INSPECTION OF BOOKS OF ACCOUNT AND STOCK BOOKS: REPORTS TO
         SHAREHOLDERS

2.1      BOOKS OF ACCOUNT AND STOCK BOOKS. The Corporation shall keep books and
records of account and minutes of the proceedings of the Shareholders, Board and
Executive Committee, if any, which may be kept in or outside this state. The
Corporation shall keep at its registered office, or at the office of its
transfer agent in or outside this state, records containing the names and
addresses of all Shareholders, the number, class and series of shares held by
each and the dates when they respectively became holders of record thereof. Any
of the books, records or minutes may be in written form or in any other form
capable of being converted into written

BYLAWS-STANDARD LONG FORM

                                       4


form within a reasonable time. The Corporation shall convert into written form
without charge any record not in written form upon written request of a person
entitled to inspect them.

2.2      FINANCIAL STATEMENTS. Upon written request of a Shareholder, the
Corporation shall mail to the Shareholder its balance sheet as of the end of the
preceding fiscal year; its statement of income for such fiscal year; and, if
prepared by the Corporation, its statement of source and application of funds
for such fiscal year.

2.3      EXAMINATION OF RECORDS. Any Shareholder of record, in person or by
attorney or other agent, has the right during the usual hours of business to
inspect for any proper purpose the Corporation's stock ledger, a list of its
Shareholders, and its other books and records, if the Shareholder gives the
Corporation written demand describing with reasonable particularity his or her
purpose and the records he or she desires to inspect, and the records sought are
directly connected with the purpose. A proper purpose shall mean a purpose
reasonably related to such person's interest as a Shareholder. The demand shall
be delivered to the Corporation at its registered office in this state or at its
principal place of business. In every instance where an attorney or other agent
shall be the person who seeks to inspect, the demand shall be accompanied by a
power of attorney or other writing which authorizes the attorney or other agent
to act on behalf of the Shareholder.

3.       SHARES

3.1      CERTIFICATES. Every Shareholder of this Corporation shall be entitled
to a certificate of his or her shares signed by the Chairperson of the Board,
Vice-Chairperson of the Board, President or a Vice-President and which may also
be signed by another officer of the Corporation. Each such certificate shall
state on its face that the Corporation is formed under the laws of this state,
the name of the person to whom issued, the number and class of Shares, and the
designation of the series, if any, which the certificate represents. If a
certificate is counter-signed by a transfer agent or registered by a registrar
acting on behalf of this Corporation, the signature of any such officers may be
facsimile.

3.2      TRANSFER. Shares shall be transferable only on the books of the
Corporation by the person named in the certificate, or by attorney lawfully
constituted in writing, and upon surrender of the certificates therefor. A
record shall be made of every such transfer and issue. Whenever any transfer is
made for collateral security and not absolutely, the fact shall be so expressed
in the entry of such transfer.

3.3      SHAREHOLDERS. The Corporation shall have the right to treat the
registered holder of any share as the absolute owner thereof, and shall not be
bound to recognize any equitable or other claim

BYLAWS-STANDARD LONG FORM

                                       5


to, or interest in, such share on the part of any other person, whether or not
the Corporation shall have express or other notice thereof, save as may be
otherwise provided by statute.

3.4      LIEN FOR STOCKHOLDERS INDEBTEDNESS. The Corporation shall have a lien
upon the shares of any holder thereof who is indebted to the Corporation in any
way and shall have the right to cancel the holder's right in such amount of the
shares as is equivalent to such indebtedness in payment and satisfaction thereof
and the discharge of such lien. Further, the Corporation shall have the right to
not accept any transfer of shares by the holder thereof which will impair the
security of its lien for the balance of the indebtedness then owing by such
holder to the Corporation.

3.5      TRANSFER AGENT AND REGISTRAR. The Board of Directors may appoint a
transfer agent and a registrar of transfer, and way require all certificates of
shares to bear the signature of such transfer agent and of such registrar of
transfers.

3.6      REGULATIONS. The Board of Directors shall have power and authority to
make such rules and regulations as the Board shall deem expedient regulating the
issue, transfer and registration of certificates for shares of this Corporation.

4.       BOARD OF DIRECTORS

4.1      NUMBER AND TERM OF OFFICE. The business, property and affairs of the
Corporation shall be managed by a Board of Directors composed of one (1) or more
members who need not be Shareholders. The number of Directors for the Board of
Directors shall be determined by a majority vote of the Shareholders. The first
Board of Directors shall hold office until the first annual meeting of
Shareholders. At the first annual meeting of Shareholders and at each annual
meeting thereafter, the Shareholders shall elect Directors to hold office until
the succeeding annual meeting. A Director shall hold office for the term for
which he or she is elected and until his or her successor is elected and
qualified, or until his or her resignation or removal. A Director may resign by
written notice to the Corporation. The resignation is effective upon its receipt
by the Corporation or a later time as set forth in the notice of resignation.

4.2      INDEPENDENT DIRECTOR. The Shareholders or Board may designate one (1)
or more Directors as an independent Director. Any Director so designated shall
be entitled to reasonable compensation in addition to compensation paid to
directors generally, as determined by the Shareholders, and reimbursement for
expenses reasonably related to performance of duties as an independent director.
An independent director must be elected by the shareholders and designated as
such by the Shareholders; have at least five (5) years of business, legal or
financial experience,

BYLAWS-STANDARD LONG FORM

                                       6


or other equivalent experience; not be, or during the three (3) years prior to
being designated an independent director has not been (i) an officer or employee
of the Corporation or any affiliate of the Corporation, (ii) engaged in any
business transaction for profit or series of transactions for profit involving
more than $10,000.00 with the Corporation or any affiliate of the Corporation,
(iii) an affiliate, executive officer, general partner, or member of the
immediate family of any person that had the status or engaged in a transaction
described in (i) and (ii) above; not propose to enter into a relationship or
transaction described in (i) through (iii) above; and not have an aggregate of
more than three (3) years of service as a director of the Corporation, whether
or not as an independent director.

4.3      VACANCIES. A vacancy occurring in the Board may be filled by the
Shareholders or the Board. A vacancy filled by the Board may be filled for a
term of office continuing only until the next election of Directors by the
Shareholders.

4.4      ANNUAL MEETINGS. At the place of holding the annual meeting of
Shareholders and immediately following the same, the Board of Directors as
constituted upon final adjournment of such Shareholder meeting shall convene
without notice for the purpose of electing officers and transacting any other
business properly brought before it; provided, that the annual meeting in any
year may be held at a different time and place than that herein provided by
consent of a majority of the Directors of such new Board.

4.5      REGULAR MEETINGS. Regular meetings of the Board of Directors shall be
held at such time and place as the Board of Directors shall from time to time
determine by resolution of the Board of Directors or by waiver of notice and
consent. No notice of regular meetings of the board shall be required.

4.6      SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by the Chairperson of the Board or a majority of the Directors in office
at the time of the call, whenever in his/her or their judgment it may be
necessary, by giving reasonable notice, either personally or by mail or
telegram, of the time and place of such meeting. Any action taken at any such
meeting shall not be invalidated for want of notice if such notice shall be
waived as herein provided.

4.7      WAIVER OF NOTICE. Notice of the time and place of any meeting of the
Board of Directors may be waived in writing or by telegram, radiogram, or
cablegram, either before or after such meeting has been held. A Director's
attendance at or participation in a meeting waives any required notice to him or
her of the meeting unless he or she at the beginning of the meeting, or upon his
or her arrival, objects to the meeting or the transacting of business at the
meeting and does not thereafter vote for or assent to any action taken at the
meeting.

BYLAWS-STANDARD LONG FORM

                                       7


4.8      PURPOSE. Neither the business to be transacted nor the purpose of a
regular or special meeting need be specified in the notice or waiver of notice
of the meeting.

4.9      ELECTRONIC PARTICIPATION. A Director may participate in a meeting of
the Board or of any committee designated by the Board by means of a conference
telephone or similar communications equipment through which all persons
participating in the meeting can communicate with the other participants.
Participation in a meeting pursuant to this subsection constitutes presence in
person at the meeting.

4.10     QUORUM. A majority of the Directors then in office, or of the members
of a committee thereof, constitutes a quorum for the transaction of business. If
there shall be less than a quorum present at any meeting of the Board of
Directors, a majority of the Directors present may adjourn the meeting from time
to time without notice other than announcement at the meeting until a quorum
shall be present, at which time any business may be transacted which might have
been transacted at the meeting as first convened had there been a quorum
present. The vote of the majority of the Directors present at any meeting of the
Board or committee thereof at which a quorum is present constitutes the action
of the Board or of the committee except that amendment of these By-Laws requires
the vote of not less than a majority of the members of the Board then in office.

4.11     APPOINTMENT OF COMMITTEES. The Board may designate one (1) or more
committees, each committee to consist of one (1) or more of the Directors of the
Corporation. The Board may designate one (1) or more rectors as alternate
members of a committee, who may replace an absent or disqualified member at a
meeting of the committee. In the absence or disqualification of a member of a
committee, the members thereof present at a meeting and not disqualified from
voting, whether or not they constitute a quorum, may unanimously appoint another
member of the Board to act at the meeting in place of such an absent or
disqualified member. A committee, and each member thereof, shall serve at the
pleasure of the Board.

4.12     POWERS OF COMMITTEES. A committee designated pursuant to Section 11 of
this Article, to the extent provided in the resolution of the Board, may
exercise all powers and authority of the Board in management of the business and
affairs of the Corporation. However, such a committee does not have power or
authority to do any of the following:

                  (a)      Amend the Articles of Incorporation;

                  (b)      Adopt an agreement of merger or consolidation;

                  (c)      Recommend to Shareholders the sale, lease or

BYLAWS-STANDARD LONG FORM

                                       8


                  exchange of all or substantially all of the Corporation's
                  property and assets;

                  (d)      Recommend to Shareholders a dissolution of the
                  Corporation or a revocation of a dissolution;

                  (e)      Amend the By-Laws of the Corporation;

                  (f)      Fill vacancies in the Board of Directors;

                  (g)      Fix compensation of the directors for serving on the
                  Board or on a committee; or

                  (h)      Declare a distribution, dividend or authorize the
                  issuance of stock (unless the resolution appointing the
                  committee expressly provides that the committee may do so).

4.13     ACTION BY UNANIMOUS WRITTEN CONSENT. Action required or permitted to be
taken pursuant to authorization voted at a meeting of the Board or a committee
thereof, may be taken without a meeting if, before or after the action, all
members of the Board then in office or of the committee consent to the action in
writing. The written consents shall be filed with the minutes of the proceedings
of the Board or the committee. The consent has the same effect as a vote of the
Board or committee for all purposes.

4.14     ELECTION OF OFFICERS. The Board of Directors of the Corporation shall
elect or appoint a president, a secretary and a treasurer and may elect or
appoint a chairman of the board. None of said officers, except the chairman of
the board, need be a director. The Board of Directors shall have the power to
appoint such other officers and agents as the board may deem necessary for the
transaction of the business of the Corporation, including the power to appoint
one or more vice-presidents and one or more attorneys-in-fact.

4.15     COMPENSATION. Reasonable compensation of Directors and Officers may be
fixed by the Board irrespective of any personal interest of any of them.

4.16     PAYMENTS TO BE REIMBURSED. Any payment made to an officer or employee
or any expense reimbursed on his or her behalf, which shall be disallowed in
whole or in part as a deductible expense by the Internal Revenue Service, shall
be reimbursed by such officer or employee to the Corporation to the full extent
of such disallowance. The Board of Directors shall enforce payment of each such
amount disallowed.

BYLAWS-STANDARD LONG FORM

                                       9


5.       DISTRIBUTIONS TO SHAREHOLDERS

5.1      SOURCES. The Board of Directors shall have the power and authority to
authorize the Corporation to make distributions to its Shareholders from any
source; provided, that no distribution may be made if, after giving it effect,
the Corporation would not be able to pay its debts as they become due in the
usual course of business, or the Corporation's total assets would be less than
the sum of its total liabilities, plus the amount that would be needed, if the
Corporation were to be dissolved at the time of the distribution, to satisfy the
preferential rights upon dissolution, if any, of Shareholders whose preferential
rights are superior to those receiving the distribution.

5.2      MANNER OF PAYMENT. Distributions may be paid in cash, in property, in
obligations of the Corporation.

5.3      SHARE DIVIDENDS. Shares of the Corporation may be issued pro rata and
without consideration to the Corporation's Shareholders or to the Shareholders
of one (1) or more classes or series.

6.       TRANSACTIONS WITH THE CORPORATION: LOANS TO DIRECTORS, OFFICERS OR
         EMPLOYEES

6.1      INTERESTED DIRECTOR OR OFFICER. A transaction in which a Director or
Officer is determined to have an interest shall not, because of the interest, be
enjoined, set aside, or give rise to an award of damages or other sanctions, in
a proceeding by a Shareholder or by or in the right of the Corporation if the
person interested in the transaction establishes any of the following:

                  (a)      The transaction was fair to the Corporation at the
                  time entered into;

                  (b)      The material facts of the transaction and the
                  Director's or officer's interest were disclosed or known to
                  the Board, a committee of the Board, or the independent
                  director or directors and the Board, committee or independent
                  director or directors authorized, approved or ratified the
                  transaction;

                  (c)      The material facts of the transaction and the
                  Director's or Officer's interest were disclosed or known to
                  Shareholders entitled to vote and they authorized, approved,
                  or ratified the transaction.

6.2      LOANS TO DIRECTORS, OFFICERS OR EMPLOYEES. The Corporation may lend
money to, or guarantee an obligation of, or otherwise assist an Officer or
employee of the Corporation or of its subsidiary, including an Officer or
employee who is a Director of the Corporation or its subsidiary, when, in the
judgment of the

BYLAWS-STANDARD LONG FORM

                                       10


Board, the loan, guaranty or assistance may reasonably be expected to benefit
the Corporation or is pursuant to a plan authorizing loans, guarantees, or
assistance, which plan the Board has reasonably determined will benefit the
Corporation. The loan, guaranty or assistance may be with or without interest,
and may be unsecured, or secured in a manner as the Board approves, including
without limitation, a pledge of shares of stock of the Corporation. Nothing in
this section shall deny, limit or restrict the powers of guaranty or warranty of
the Corporation at common law or under any statute.

7.       OFFICERS

7.1      OFFICERS. The officers of the Corporation shall consist of a president,
secretary, treasurer and, if approved by the Board, a chairperson of the Board,
one or more vice-presidents and such other officers as may be determined by the
Board.

7.2      CHAIRPERSON OF THE BOARD. The Chairperson of the Board shall be
selected by and from the membership of the Board of Directors. He/she shall
preside at all meetings of the Shareholders and of the Board of Directors.

7.3      PRESIDENT. The President shall be the chief executive officer of the
Corporation. He/she shall, subject to the control of the Board of Directors,
have general and active management of the business of the Corporation, with such
general powers and duties of supervision and management as are usually vested in
the office of president of a corporation. He/she shall see that all orders and
resolutions of the Board of Directors are carried into effect, and shall have
such other powers and duties as may be assigned to him/her by the Board of
Directors.

7.4      VICE-PRESIDENTS. The Board of Directors may select one or more
vice-president who, subject to the control of the president, shall have such
powers and duties as may be assigned to each of them by the Board of Directors.

7.5      SECRETARY. The Secretary shall be selected by the Board of Directors.
Subject to the control of the Chairperson of the Board, he/she shall attend all
meetings of Shareholders and of the Board of Directors, and shall preserve in
books of the Corporation, true minutes of the proceedings of all such meetings.
He/she shall have such additional powers and duties as may be assigned to
him/her by the Board of Directors.

7.6      TREASURER. The Treasurer shall be selected by the Board of Directors.
Subject to the control of the President, he/she shall have custody of all
corporate funds and securities, and shall keep in books belonging to the
Corporation full and accurate accounts of all receipts and disbursements. He/she
shall deposit all monies,

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                                       11


securities and other valuable effects in the name of the Corporation in such
depositories as may be designated for the purpose by the Board of Directors.
He/she shall disburse the funds of the Corporation as may be ordered by the
Board, taking proper vouchers for such disbursements, and shall render to the
Chairperson of the Board and the Directors at regular meetings of the Board and
whenever requested by them and to the President, an account of all his
transactions as Treasurer. He/she shall in general perform all duties incident
to the office of treasurer, and shall have such additional powers and duties as
may be assigned to him/her by the Board of Directors.

7.7      TERM; REMOVAL OF OFFICERS AND AGENTS; RESIGNATION. AN officer elected
or appointed as herein provided shall hold office for the term for which he or
she is elected or appointed and until his/her successor is elected or appointed
and qualified, or until his/her resignation or removal. Any officer or agent may
be removed by the Board of Directors at any time, with or without cause. The
removal of an officer shall be without prejudice to his contract rights, if any.
The election or appointment of an officer does not of itself create contract
rights. An officer may resign by written notice to the Corporation. The
resignation is effective upon its receipt by the Corporation or at a subsequent
time specified in the notice of resignation.

8.       EXECUTION OF INSTRUMENTS

8.1      MONEY INSTRUMENTS. All checks, drafts and orders for payment of money
shall be signed in the name of the Corporation by such officer(s) or agent(s)
and in such manner including the use of facsimile signatures as the Board of
Directors shall from time to time designate for that purpose.

8.2      OTHER INSTRUMENTS. The Board of Directors shall have power to designate
the officers and agents (or a single officer or agent) who shall have authority
to execute any contract, conveyance or other instrument or document on behalf of
the Corporation. When the execution of any contract, conveyance or other
instrument or document has been authorized without specification of the
executing officers, the Chairperson of the Board or President may execute the
same in the name and on behalf of the Corporation, or any Vice-President, and
the Secretary or Assistant Secretary may execute the same in the name, and on
behalf of the Corporation.

9.       INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES

9.1      LIMITATION OF PERSONAL LIABILITY OF DIRECTORS. A director of the
Corporation shall not be personally liable to the Corporation or its
shareholders for monetary damages for breach of fiduciary duty. However, this
bylaw provision does not eliminate or limit

BYLAWS-STANDARD LONG FORM

                                       12


the liability of a director for any of the following:

         (a)      For any breach of the director's duty of loyalty to the
         Corporation or its shareholders;

         (b)      For acts or omissions not in good faith or that involve
         intentional misconduct or knowing violation of law;

         (c)      For a violation of Section 551(1} of the Michigan Business
         Corporation Act;

         (d)      For any transaction from which the director derived an
         improper personal benefit; or

         (e)      For any acts or omissions occurring before March 1, 1987.

9.2      INDEMNIFICATION; ACTIONS BY THIRD PARTIES (OTHER THAN BY STOCKHOLDERS).
The Corporation hereby indemnifies any person who was or is a party or is
threatened to be made a party to a threatened, pending nor completed action,
suit or proceeding, whether civil, criminal, administrative or investigative and
whether formal or informal, other than an action by or in the right of the
Corporation, by reason of the fact that he or she is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee or agent of
another foreign or domestic corporation, partnership, joint venture, trust or
other enterprise, whether for profit or not, against expenses, including
attorneys' fees, judgments, penalties, fines, and amounts paid in settlement
actually and reasonably incurred by him or her in connection with the action,
suit, or proceeding, if the person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
Corporation or its shareholders, and with respect to any criminal action or
proceeding, if the person had no reasonable cause to believe his or her conduct
was unlawful. The termination of an action, suit, or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, does not, of itself, create a presumption that the person did not
act in good faith and in a manner which he or she reasonably believed to be in
or not opposed to the best interests of the Corporation or its shareholders,
and, with respect to any criminal action or proceeding, had reasonable cause to
believe that his or her conduct was unlawful.

9.3      INDEMNIFICATIONS; ACTIONS BY OR IN RIGHT OF THE CORPORATION
(STOCKHOLDER ACTIONS). The Corporation hereby indemnifies a person who was or is
a party to or is threatened to be made a party to a threatened, pending, or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he or she is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of

BYLAWS-STANDARD LONG FORM

                                       13


the Corporation as a director, officer, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust or other enterprise,
whether for profit or not, against expenses, including actual and reasonable
attorneys' fees, and amounts paid in settlement incurred by the person in
connection with the action or suit, if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the Corporation or its shareholders. However, indemnification shall
not be made for a particular claim, issue, or matter in which the person has
been found liable to the Corporation unless and only to the extent that the
court in which the action or suit was brought has determined upon application
that, despite the adjudication of liability but in view of all circumstances,
the person is fairly and reasonably entitled to indemnification for the expenses
which the Court considers proper.

9.4      INDEMNIFICATION AGAINST EXPENSES; DIRECTORS, OFFICERS, EMPLOYEES, OR
AGENTS SUCCESSFUL IN DEFENSE OF PROCEEDINGS OR CLAIMS.

         (a)      To the extent that a director, officer, employee or agent of
         the corporation has been successful on the merits or otherwise in
         defense of an action, suit or proceeding referred to in 9.2 or 9.3 or
         in defense of a claim, issue or matter in the action, suit or
         proceeding, he or she shall be indemnified against expenses, including
         actual and reasonable attorneys' fees, incurred by him or her in
         connection with the action, suit or proceeding and an action, suit or
         proceeding brought to enforce the mandatory indemnification provided in
         this Section 9.

         (b)      An indemnification under paragraph 9.1 or 9.2, unless ordered
         by a court, shall be made by the Corporation only as authorized in the
         specific case upon a determination that indemnification of the
         director, officer, employee or agent is proper in the circumstances
         because he or she has met the applicable standard of conduct set forth
         in paragraph 9.1 or 9.2. This determination shall be made in any of
         the following ways:

                  (i)      By a majority vote of a quorum of the Board
                  consisting of directors who are not parties or threatened to
                  be made parties to the action, suit, or proceeding.

                  (ii)     If a quorum described in (i) is not obtainable, then
                  by a majority vote of a committee of directors who are not
                  parties to the action. The committee shall consist of not less
                  than two disinterested directors.

                  (iii)    By independent legal counsel in a written opinion.

                  (iv)     By the shareholders.

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                                       14


         (c)      If a person is entitled to indemnification under paragraph 9.2
         or 9.3 for a portion of expenses, including reasonable attorneys' fees,
         judgments, penalties, fines and amounts paid in settlement, but not for
         the total amount thereof, the Corporation shall indemnify the person
         for the portion of the expenses, judgments, penalties, fines or amounts
         paid in settlement for which the person is entitled to be indemnified.

9.5      ADVANCE PAYMENT; EXPENSE OF DIRECTOR, OFFICER, EMPLOYEE OR AGENT IN
DEFENDING ACTION OR PROCEEDING. Expenses incurred in defending a civil or
criminal action, suit or proceeding described in paragraph 9.2 or 9.3 shall be
paid by the Corporation in advance of the final disposition of the action, suit
or proceeding upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay the expense if it is ultimately determined
that the person is not entitled to be indemnified by the Corporation. The
undertaking shall be an unlimited general obligation of the person on whose
behalf advances are made but need not be secured.

9.6      INDEMNIFICATION NOT EXCLUSIVE.

         (a)      The indemnification or advancement of expenses provided under
         paragraphs 9.1 through 9.5 is not exclusive of other rights to which a
         person seeking indemnification or advancement of expenses may be
         entitled under the Corporation's Articles of Incorporation, Bylaws, or
         a contractual agreement. However, the total amount of expenses advanced
         or indemnified from all sources combined shall not exceed the amount of
         actual expenses incurred by the person seeking indemnification or
         advancement of expenses.

         (b)      The indemnification provided for in paragraphs 9.2 through 9.6
         continues as to a person who ceases to be a director, officer, employee
         or agent, and shall inure to the benefit of the heirs, executors and
         administrators of the person.

9.7      MERGER. For purposes of this Article, "Corporation" includes all
constituent corporations absorbed in a consolidation or merger and the
resulting, or surviving corporation, so that a person who is or was a director,
officer, employee, or agent of the constituent corporation or is or was serving
at the request of the constituent corporation as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise whether for profit or not
shall stand in the same position under the provisions of this paragraph with
respect to the resulting or surviving corporation as the person would if he or
she had served the resulting or surviving corporation in the same capacity.

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                                       15


10.      CORPORATE SEAL

         There shall be no corporate seal.

11.      FISCAL YEAR

         The fiscal year of the Corporation shall end on such date as the Board
of Directors shall specify.

12.      AMENDMENT OF BY-LAWS

         These by-laws may be altered, amended, added to, rescinded or repealed
by the affirmative vote of a majority of the Shares entitled to vote or, except
insofar as exercise of such power shall be contrary to the Articles of
Incorporation, by the Board of Directors.

Adopted: December 7, 1995

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                                       16


                                     BY-LAWS

                                       OF

                             CMI INTERNATIONAL, INC.

                             A Michigan Corporation

                                    ARTICLE I

                              SHAREHOLDERS MEETINGS

         Section 1. Annual Meeting. The Annual Meeting of the shareholders shall
be held in each year after the expiration of the fiscal year of the Corporation
at such time and place as shall be determined by the Board of Directors, for
the purpose of electing Directors and of transacting such other business as may
properly be brought before the meeting.

         Section 2. Order of Business. The order of business at the Annual
Meeting of the shareholders shall be as follows:

         (a)      Roll call;

         (b)      Reading of notice and proof of mailing;

         (c)      Annual reports of officers consisting of discussion of:
                  balance sheet as of the end of the preceding fiscal year;
                  statement of income for such fiscal year and if prepared by
                  the Corporation, a statement of source and application of
                  funds for such fiscal year;

         (d)      Election of Directors;

         (e)      Transaction of other business as follows:

                  Unfinished business
                  New business;

         (f)      Adjournment;

provided that in the absence of any objection, the presiding officer may vary
the order of business at his discretion.

                                       -1-



         Section 3. Special Meetings. A Special Meeting of the shareholders may
be called to be held at such time and place as may be designated by the Chairman
of the Board, a majority of the Board of Directors, or not less than an
aggregate of ten percent (10%) of the outstanding shares of stock of the
corporation having the right to vote at such Special Meeting.

         Upon receipt of a notification in writing setting forth the time, place
and purpose of such proposed Special Meeting, signed by the Chairman of the
Board, a majority of the Board of Directors or not less than an aggregate of ten
percent (10%) of the outstanding shares of stock of the Corporation having a
right to vote at such Special Meeting, the Secretary of this Corporation shall
prepare, sign and mail the notice requisite to such meeting.

         Section 4. Notice of Meetings. Written notice of the time, place and
purposes of every meeting of the shareholders of this Corporation shall be
given either personally or by mail not less than ten (10) nor more than sixty
(60) days before said meeting upon each shareholder of record of the corporation
entitled to vote at such meeting. Notices shall state the authority pursuant to
which they are issued as, "by order of" the "Chairman of the Board", "Board of
Directors", or "shareholders".

         Section 5. Waiver of Notice. Notice of the time, place and purpose of
any meeting of the shareholders of this Corporation may be waived by telegram,
radiogram, cablegram, or other writing either before or after such meeting has
been held.

         Attendance of a person at a meeting of shareholders, in person or by
proxy, constitutes a waiver of notice of the meeting, except when the
shareholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.

                                      -2-



         Section 6. Electronic Participation. A shareholder shall be deemed to
be present in person at a meeting of shareholders if such shareholder
participates in a meeting of shareholders by a conference telephone or similar
communications equipment by which all persons participating in the meeting can
hear each other and all participants are advised of the communications equipment
and the names of the participants in the conference are divulged to all
participants.

         Section 7. Quorum. At every meeting of the shareholders, the holders of
record of a majority of the outstanding shares of stock of the Corporation
entitled to vote at such meeting, whether present in person or represented by
proxy, shall constitute a quorum. If less than a quorum shall be present at any
meeting of shareholders, those holders of record of outstanding shares of stock
of the corporation entitled to vote at such meeting, present in person or
represented by proxy, may adjourn the meeting from time to time without further
notice other than by announcement at the meeting, until a quorum shall have been
obtained, at which time any business may be transacted which might have been
transacted at the meeting as first convened, had there been a quorum.

         Section 8. Record Date. The Board of Directors may fix in advance a
date not exceeding sixty (60) days nor less than ten (10) days preceding the
original date fixed for any meeting of shareholders, or the date for the payment
of any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect, as a
record date for the determination of the shareholders entitled to notice of, and
to vote at, any such meeting, or entitled to receive payment of any such
dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock. In such
case, such shareholders and only such shareholders as shall be shareholders of
record on the date so fixed shall be entitled to such notice of, and to vote at,
such meeting, or to receive payment of such

                                      -3-



dividend, or to receive such allotment of rights, or to exercise such rights, as
the case may be, notwithstanding any transfer of any stock on the books of the
Corporation or otherwise after any such record date is fixed as aforesaid.
Nothing in this Section shall affect the rights of a shareholder and his
transferee or transferor as between themselves.

         Section 9. Inspection of List of Shareholders. The officer or agent
having charge of the stock transfer books for shares of the Corporation shall
make and certify a complete list of the shareholders entitled to vote at a
shareholders meeting or any adjournment thereof. The list shall:

         (a)      Be arranged alphabetically within each class and series, with
                  the address of and the number of shares held by each
                  shareholder.

         (b)      Be produced at the time and place of the meeting.

         (c)      Be subject to inspection by any shareholder during the whole
                  time of the meeting.

         (d)      Be prima facie evidence as to who are the share-holders
                  entitled to examine the list or to vote at the meeting.

         Section 10. Inspectors of Election. The Board, in advance of a
shareholders meeting, may appoint one or more inspectors to act at the meeting
or any adjournment thereof. If inspectors are not so appointed, the person
presiding at a shareholders meeting may, and on request of a shareholder
entitled to vote thereat shall, appoint one (1) or more inspectors. In case a
person appointed fails to appear or act, the vacancy may be filled by
appointment made by the Board in advance of the meeting or at the meeting by the
person presiding thereat.

         The inspectors shall determine the number of shares outstanding and the
voting power of each, the shares represented at the meeting, the existence of a
quorum, the validity and effect

                                       -4-



of proxies, and shall receive votes, ballots or consents, hear and determine
challenges and questions arising in connection with the right to vote, count and
tabulate votes, ballots or consents, determine the result, and do such acts as
are proper to conduct the election or vote with fairness to all shareholders. On
request of the person presiding at the meeting or a shareholder entitled to vote
thereat, the inspectors shall make and execute a written report to the person
presiding at the meeting of any of the facts found by them and matters
determined by them.

         Section 11. Voting Rights. At all times, each holder of record of the
common stock of the Corporation shall be entitled to one vote for each share of
common stock standing in his name on the books of the Corporation, subject,
however, to the full effect of the limitations imposed by the fixed record date
for determination of shareholders set forth elsewhere in this Article. A vote
may be cast either orally or in writing as determined by the Chairman of the
meeting.

         When an action other than the election of Directors is to be taken by
vote of the shareholders, it shall be authorized by a majority of the votes cast
by the holders of shares entitled to vote thereon. Directors shall be elected by
a plurality of the votes cast at an election.

         Section 12. Vote by Shareholder Corporation. Shares standing in the
name of another domestic or foreign corporation may be voted by an officer or
agent, or by proxy appointed by an officer or agent or by some other person, who
by action of its board or pursuant to its by-laws shall be appointed to vote
such shares.

         Section 13. Action by Unanimous Written Consent. Any action required
or permitted to be taken at an Annual or Special Meeting of shareholders may be
taken without a meeting, without prior notice and without a vote, if all the
shareholders entitled to vote thereon consent thereto in writing.

                                       -5-



                                   ARTICLE II

                   SHAREHOLDER INSPECTION OF BOOKS OF ACCOUNT
                    AND STOCK BOOKS: REPORTS TO SHAREHOLDERS

         Section 1. Books of Account and Stock Books. The Corporation shall keep
books and records of account and minutes of the proceedings of the shareholders,
board and executive committee, if any. The Corporation shall keep at its
registered office, or at the office of its transfer agent within or without this
state, records containing the names and addresses of all share-holders, the
number, class and series of shares held by each and the dates when they
respectively became holders of record thereof. Any of such books, records or
minutes may be in written form or in any other form capable of being converted
into written form within a reasonable time. The Corporation shall convert into
written form without charge any such record not in such form upon written
request of a person entitled to inspect them.

         Section 2. Financial Statements. Within four months of the end of its
fiscal year, the Corporation shall mail to each shareholder its balance sheet as
of the end of the preceding fiscal year; its statement of income for such fiscal
year; and, if prepared by the Corporation, its statement of source and
application of funds for such fiscal year. The same shall be furnished to any
shareholder at any time upon written request from such shareholder.

         Section 3. Examination of Stock Books. A person who is a shareholder of
record of the Corporation, upon at least ten (10) days' written demand, may
examine for any proper purpose in person or by agent or attorney, during usual
business hours, its minutes of shareholders meeting and record of shareholders
and make extracts therefrom, at the places where they are kept.

                                       -6-



         Section 4. Circuit Court. The Corporation recognizes that upon proof by
a shareholder of a proper purpose, a circuit court may compel production for
examination by the shareholder of the books and records of account, minutes, and
record of shareholders of the Corporation, and may allow the shareholder to make
extracts therefrom.

                                   ARTICLE III

                                  CAPITAL STOCK

         Section 1. Certificates. Every shareholder of this Corporation shall be
entitled to a certificate of his shares signed by the President or Vice
president and the secretary or Assistant secretary, certifying the number and
class of shares represented by such certificate; provided that where such
certificate is signed by a transfer agent acting on behalf of this Corporation,
and by a registrar, the signature of any such president, Vice president,
secretary or Assistant Secretary may be facsimile.

         Section 2. Transfer. Shares shall be transferable only on the books of
the Corporation by the person named in the certificate, or by attorney lawfully
constituted in writing, and upon surrender of the certificates therefor. A
record shall be made of every such transfer and issue. Whenever any transfer is
made for collateral security and not absolutely, the fact shall be so ex-pressed
in the entry of such transfer.

         Section 3. Shareholders. The Corporation shall have the right to treat
the registered holder of any share as the absolute owner thereof, and shall not
be bound to recognize any equitable or other claim to, or interest in, such
share on the part of any

                                       -7-



other person, whether or not the Corporation shall have express or other notice
thereof, save as may be otherwise provided by statute.

         Section 4. Lien for Stockholders Indebtedness. The Corporation shall
have a lien upon the capital stock of any holder thereof who is indebted to the
Corporation in any way and shall have the right to cancel the holder's right in
such amount of the capital stock as is equivalent to such Indebtedness in
payment and satisfaction thereof and the discharge of such lien. Further, the
Corporation shall have the right to not accept any transfer of capital stock by
the holder thereof which will impair the security of its lien for the balance of
the indebtedness then owing by such holder to the Corporation.

         Section 5. Transfer Agent and Registrar. The Board of Directors may
appoint a transfer agent and a registrar of transfer, and may require all
certificates of shares to bear the signature of such transfer agent and of such
registrar of transfers.

         Section 6. Regulations. The Board of Directors shall have power and
authority to make such rules and regulations as the Board shall deem expedient
regulating the issue, transfer and registration of certificates for share of
this Corporation.

                                   ARTICLE IV

                               BOARD OF DIRECTORS

         Section 1. Number and Term of Office. The business, property and
affairs of the Corporation shall be managed by a Board of Directors composed of
one (1) or more members who need not be shareholders. The number of Directors
for the Board of Directors shall be determined as three (3) at the time of
adoption of these By-Laws, and thereafter, the number of Directors shall be
determined from time

                                      -8-



to time by resolution adopted by a majority of the Board. At each Annual Meeting
of shareholders, the shareholders shall elect Directors to hold office until the
succeeding Annual Meeting. A Director shall hold office for the term for which
he is elected and until his successor is elected and qualified, or until his
resignation or removal. A Director may resign by written notice to the
Corporation. The resignation is effective upon its receipt by the Corporation or
a subsequent time as set forth in the notice of resignation.

         Section 2. Vacancies. A vacancy occurring in the Board may be filled by
the affirmative vote of a majority of the remaining Directors though less than a
quorum of the Board. A directorship to be filled because of an increase in the
number of Directors or to fill a vacancy may be filled by the Board for a term
of office continuing only until the next election of Directors by the
shareholders.

         Section 3. Organizational Meeting. At the place of holding the Annual
Meeting of shareholders and immediately following the same, the Board of
Directors as constituted upon final adjournment of such Annual Meeting shall
convene without notice for the purpose of electing officers and transacting any
other business properly brought before it; provided, that the organizational
meeting in any year may be held at a different time and place than that herein
provided by consent of a majority of the Directors of such new Board.

         Section 4. Regular Meetings. Regular Meetings of the Board of Directors
shall be held at such time and place as the Board of Directors shall from time
to time determine by resolution of the Board of Directors or by Waiver of Notice
and Consent. NO notice of Regular Meetings of the Board shall be required.

         Section 5. Special Meetings. Special Meeting of the Board of Directors
may be called by the Chairman of the Board or



a majority of the Directors in office at the time of the call, whenever in his
or their judgment it may be necessary, by giving reasonable notice, either
personally or by mail or telegram, of the time and place of such meeting. Any
action taken at any such meeting shall not be invalidated for want of notice if
such notice shall be waived as herein provided.

         Section 6. Waiver of Notice. Notice of the time and place of any
meeting of the Board of Directors of this Corporation may be waived in writing
or by telegram, radiogram, or cablegram, either before or after such meeting has
been held.

         Section 7. Purpose. Neither the business to be transacted nor the
purpose of a Regular or Special Meeting need be specified in the notice or
waiver of notice of the meeting.

         Section 8. Electronic Participation. A member of the Board or a
committee designated by the Board may participate in a meeting by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other. Participation in a
meeting pursuant to this subsection constitutes presence in person at the
meeting.

         Section 9. Quorum. A majority of the Directors in office or of the
members of a committee thereof at the time of a meeting of the Board shall
constitute a quorum for the transaction of business. If there shall be less than
a quorum present at any meeting of the Board of Directors, a majority of the
Directors present may adjourn the meeting from time to time without notice other
than announcement at the meeting until a quorum shall be present, at which time
any business may be transacted which might have been transacted at the meeting
as first convened had there been a quorum present. The acts of a majority of the
Directors present at any meeting at which a quorum is present shall be the acts
of the Board or of the committee except that amendment of the

                                      -10-



By-Laws requires the vote of not less than a majority of the members of the
Board then in office.

         Section 10. Appointment of Committees. The Board may designate one (1)
or more committees, each committee to consist of one (1) or more of the
Directors of the Corporation. The Board may designate one (1) or more Directors
as alternate members of a committee, who may replace an absent or disqualified
member at a meeting of the committee. In the absence or disqualification of a
member of a committee, the members thereof present at a meeting and not
disqualified from voting, whether or not they constitute a quorum, may
unanimously appoint another member of the Board to act at the meeting in place
of such an absent or disqualified member. A committee, and each member thereof,
shall serve at the pleasure of the Board.

         Section 11. Powers of Committees. A committee to the extent provided in
the resolution of the Board, may exercise all powers and authority of the Board
in management of the business and affairs of the Corporation. However, such a
committee does not have power or authority to:

         (a)      Amend the Articles of Incorporation;

         (b)      Adopt an agreement of merger or consolidation;

         (c)      Recommend to shareholders the sale, lease or exchange of all
                  or substantially all of the Corporation's property and assets;

         (d)      Recommend to shareholders a dissolution of the Corporation or
                  a revocation of a dissolution;

         (e)      Amend the By-Laws of the Corporation;

         (f)      Fill vacancies in the Board of Directors;

         (g)      Fix compensation of the Directors for serving on the Board or
                  on a committee; or

         (h)      Declare a stock dividend or authorize the issuance of stock
                  (unless the resolution appointing the

                                      -11-



             committee expressly provided that the committee may do so).

         Section 12. Action by Unanimous Written Consent. Action required or
permitted to be taken pursuant to authorization voted at a meeting of the Board
or a committee thereof, may be taken without a meeting if, before or after the
action, all members of the Board or of the committee consent thereto in writing.
The written consents shall be filed with the minutes of the proceedings of the
Board or the committee. The consent has the same effect as a vote of the Board
or committee for all purposes.

         Section 13. Election of Officers. The Board of Directors of the
Corporation shall select a President, a Secretary and a Treasurer and may elect
a Chairman of the Board. None of said officers, except the Chairman of the
Board, need be a Director. The Board of Directors shall have the power to
appoint such other officers and agents as the Board may deem necessary for the
trans-action of the business of the Corporation, including the power to appoint
one or more Vice Presidents and one or more attorneys-in-fact to convey or deal
with corporate real estate.

         Section 14. Removal of Officers and Agents. Any officer or agent may be
removed by the Board of Directors at any time, with or without cause. The
removal of an officer shall be without prejudice to his contract rights, if any.
The election or appointment of an officer does not of itself create contract
rights.

         Section 15. Compensation. Reasonable compensation of Directors and
officers may be fixed by the Board.

         Section 16. Payments to be Reimbursed. Any payments made to an officer
or employee of the Corporation such as salary, commission, bonus, interest, or
rent, or entertainment expense incurred by him, which shall be disallowed in
whole or in part as a deductible expense by the Internal Revenue Service, shall
be

                                      -12-


reimbursed by such officer or employee to the Corporation to the full extent of
such disallowance. The Directors shall enforce payment of each amount
disallowed. In lieu of payment by the officer or employee, subject to the
determination of the Directors, proportionate amounts may be withheld from his
future compensation payments until the amount owed to the Corporation has been
recovered.

                                    ARTICLE V

                             DIVIDENDS AND RESERVES

         Section 1. Sources. The Board of Directors shall have power and
authority to declare dividends from the following sources:

         (a)      From Earned Surplus (including current earnings);

         (b)      From Capital Surplus (including from appreciation of the value
                  of the assets of the Corporation);

         (c)      From any other source or sources which may be permitted by
                  statute.

         Section 2. Manner of Payment. Dividends may be paid in cash, in
property, in obligations of the Corporation, or in shares of the capital stock
of the Corporation.

         Section 3. Reserves. The Board of Directors shall have power and
authority to set apart, out of any funds available for dividends, such reserve
or reserves for any proper purpose, as the Board in its discretion shall
approve; and the Board shall have power and authority to abolish any reserve
created by the Board.

                                      -13-


                                   ARTICLE VI

                       TRANSACTIONS WITH THE CORPORATION:
                    LOANS TO DIRECTORS, OFFICERS OR EMPLOYEES

         Section 1. Interested Directors. A contract or other transaction
between the Corporation and one or more of its Directors or officers, or between
the Corporation and a foreign or domestic corporation, firm or association of
any type or kind in which one or more of its directors or officers are directors
or officers, or are otherwise interested, is not void or voidable solely because
of such common directorship, officership or interest, or Solely because such
directors are present at the meeting of the Board or committee thereof which
authorizes or approves the contract or transaction, or soley because their votes
are counted for such purpose if any of the following conditions is satisfied:

         (a)      The contract or other transaction is fair and reasonable to
                  the Corporation when it is authorized, approved or ratified;

         (b)      The material facts as to his relationship or interest and as
                  to the contract or transaction are disclosed or known to the
                  Board or committee and the Board or committee authorizes,
                  approves or ratifies the contract or transaction by a vote
                  sufficient for the purpose without counting the vote of any
                  common or interested director;

         (c)      The material facts as to his relationship or interest and as
                  to the contract or transaction are disclosed or known to the
                  shareholders, and they authorize, approve or ratify the
                  contract or transaction.

         Section 2. Loans to Directors, Officers, or Employees. The Corporation
may lend money to, or guarantee an obligation of, or otherwise assist an officer
or employee of the Corporation or of its subsidiary, including an officer or
employee who is a Director of the Corporation or its subsidiary, when, in the
judgments of the Board, the loan, guaranty or assistance may reasonably be
expected to benefit the Corporation. The loan, guaranty

                                      -14-


or assistance may be with or without interest, and may be unsecured or secured
in such manner as the Board approves, including without limitation, a pledge of
shares of stock of the Corporation. Nothing in this section shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the Corporation at
common law or under any statute.

                                   ARTICLE VII

                                    OFFICERS

         Section 1. Chairman of the Board. The Chairman of the Board shall be
selected by and from the membership of the Board of Directors. He shall preside
at all meetings of the shareholders and of the Board of Directors.

         Section 2. President. The president shall be the chief executive
officer of the Corporation. He shall, subject to the control of the Board of
Directors, have general and active management of the business of the
Corporation, with such general powers and duties of supervision and management
as are usually vested in the office of president of a corporation. He shall see
that all orders and resolutions of the Board of Directors are carried into
effect, and shall have such other powers and duties as may be assigned to him by
the Board of Directors.

         Section 3. Vice Presidents. The Board of Directors may select one or
more vice presidents who, subject to the control of the President, shall have
such powers and duties as may be assigned to each of them by the Board of
Directors.

         Section 4. Secretary. The Secretary shall be selected by the Board of
Directors. Subject to the control of the Chairman of the Board, he shall attend
all meetings of shareholders and of

                                      -15-


the Board of Directors, and shall preserve in books of the Corporation, true
minutes of the proceedings of all such meetings. He shall have such additional
powers and duties as may be assigned to him by the Board of Directors.

         Section 5. Treasurer. The Treasurer shall be selected by the Board of
Directors. Subject to the control of the President, he shall have custody of all
corporate funds and securities, and shall keep in books belonging to the
Corporation full and accurate accounts of all receipts and disbursements. He
shall deposit all moneys, securities and other valuable effects in the name of
the Corporation in such depositories as may be designated for the purpose by the
Board of Directors. He shall disburse the funds of the Corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the Chairman of the Board and the Directors at regular meetings of the
Board and whenever requested by them and to the President, an account of all his
transactions as Treasurer. He shall in general perform all duties incident to
the office of Treasurer, and shall have such additional powers and duties as may
be assigned to him by the Board of Directors.

                                  ARTICLE VIII

                            EXECUTION OF INSTRUMENTS

         Section 1. Money Instruments. All checks, drafts and orders for payment
of money shall be signed in the name of the Corporation, and shall be
countersigned by such officers or agents and in such manner including the use of
facsimile signatures as the Board of Directors shall from time to time designate
for that purpose.

         Section 2. Other Instruments. The Board of Directors shall have power
to designate the officers and agents who shall

                                      -16-


have authority to execute any contract, conveyance or other instrument or
document on behalf of the Corporation. When the execution of any contract,
conveyance or other instrument or document has been authorized without
specification of the executing officers, the Chairman of the Board or President
may execute the same in the name and on behalf of the Corporation, or any Vice
President, and the Secretary or Assistant Secretary may execute the same in the
name and on behalf of the Corporation.

                                   ARTICLE IX

                          INDEMNIFICATION OF OFFICERS,
                         DIRECTORS, EMPLOYEES AND AGENTS

         Section 1. Indemnification; Actions by Third Parties. The Corporation
hereby indemnifies any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Corporation), by reason of the fact that he is or was
a director, officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation or its shareholders, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation or its

                                      -17-


shareholders, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

         Section 2. Indemnification; Actions by or in Right of the Corporation.
The Corporation hereby indemnifies any person who was or is a party to OR is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation or its shareholders and except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the Corporation unless and only to the extent that the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper.

         Section 3. Indemnification Against Expenses; Directors, Officers,
Employees, or Agents Successful in Defense of Proceedings or Claims.

         1.       To the extent that a director, officer, employee or agent of
the Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in sections 1 or 2 or in defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including

                                      -18-


attorneys' fees) actually and reasonably incurred by him in connection
therewith.

         2.       Any indemnification under sections 1 or 2 (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in sections 1 and 2. Such determination shall be made in
either of the following ways:

         (a)      By the board by a majority vote of a quorum consisting of
                  directors who were not parties to such action, suit or
                  proceeding.

         (b)      If such quorum is not obtainable, or, even if obtainable, a
                  quorum of disinterested directors so directs, by independent
                  legal counsel in a written opinion.

         (c)      By the shareholders.

         Section 4. Advance Payment; Expense of Director, Officer, Employee, or
Agent in Defending Action or Proceeding. Expenses incurred in defending a civil
or criminal action, suit or proceeding described in sections 1 or 2 may be paid
by the Corporation in advance of the final disposition of such action, suit or
proceeding as authorized in the manner provided in subsection (2) of section 3
upon receipt of an undertaking by or on behalf of the director, officer,
employee or agent to repay such amount unless it shall ultimately be determined
that he is entitled to be indemnified by the Corporation.

         Section 5. Validity of Indemnification Provisions in Articles, Bylaws,
Resolutions, or Agreements. A provision made to indemnify directors or officers
in any action, suit or proceeding referred to in sections 1 or 2, whether
contained in the articles of incorporation, the bylaws, a resolution of
shareholders or directors, an agreement or otherwise, shall be invalid only
insofar as it is in conflict with sections 1 to 5.

                                      -19-


Nothing contained in sections 1 to 5 shall affect any rights to indemnification
to which persons other than directors and officers may be entitled by contract
or otherwise by law. The indemnification provided in sections l to 5 continues
as to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of such
person.

         Section 6. Liability Insurance for Directors, Officers. Employees, or
Agents. The Corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity or arising out of his status as such,
whether or not the Corporation would have power to indemnify him against such
liability under sections 1 to 5.

         Section 7. Definitions. For the purposes of sections 1 to 6 "other
enterprises" shall include employee benefit plans; "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
"serving at the request of the Corporation" shall include any service as a
director, officer, employee, or agent of the Corporation which imposes duties
on, or involves services by, the director, officer, employee, or agent with
respect to an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner he or she reasonably believed to
be in the interest of the participants and beneficiaries of an employee benefit
plan shall be considered to have acted in a manner "not opposed to the best
interests of the Corporation or its shareholders" as referred to in sections 1
and 2.

                                      -20-


                                    ARTICLE X

                                 CORPORATE SEAL

         There shall be no corporate seal.

                                   ARTICLE XI

                                   FISCAL YEAR

         The fiscal year of the Corporation shall end on such date as the Board
of Directors shall specify.

                                   ARTICLE XII

                              AMENDMENT OF BY-LAWS

         The Board of Directors of the Corporation shall have power to alter,
amend, add to, rescind or repeal the By-Laws of the Corporation by the
affirmative vote of the majority of the Directors in office.

                                      -21-

EX-3.45

                                                                    EXHIBIT 3.45

- --------------------------------------------------------------------------------
      MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
Date Received
JAN 20 1994     Adjusted per telephone               (FOR BUREAU USE ONLY)
                authorization from
- --------------------------------------
                David Tennent.                               FILED

                                                          JAN 27 1994

                                                         Administrator
                                                 MICHIGAN DEPARTMENT OF COMMERCE
                                                Corporation & Securities Bureau
- --------------------------------------
Name
  David L. Tennent
- -----------------------------------------------------
Address
  801 W. Big Beaver Rd, Ste. 500
- -----------------------------------------------------
City        State     ZIP Code
    Troy      MI        48084
- -----------------------------------------------------     EFFECTIVE DATE:

- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE. -

                       RESTATED ARTICLES OF INCORPORATION
                    FOR USE BY DOMESTIC PROFIT CORPORATIONS
            (Please read information and instructions on last page)

         Pursuant to the provisions of Act 284, Public Acts of 1972, the
undersigned corporation executes the following Articles:

1.   The present name of the corporation is: CMI - PRECISION MOLD, INC.

2.   The corporation identification number assigned by the Bureau is:
     169-300

3.   All former names of the corporation are: MICHIGAN PERMOLD, INC.
                                              MICHIGAN PERMANENT MOLD, INC.
                                              CMI-PERMANENT MOLD, INC.

4.   The data of filing the original Articles of Incorporation was: 6/8/79

     The following Restated Articles of Incorporation supersede the Articles of
     Incorporation as amended and shall be the Articles of Incorporation for the
     corporation:

ARTICLE I

The name of the corporation is: CMI-PRECISION MOLD, INC.

ARTICLE II

The purpose or purposes for which the corporation is formed are: To engage in
     any activity within the purposes for which corporations may be formed under
     the Business Corporation Act of Michigan.

GOLD SEAL APPEARS ONLY ON ORIGINAL



ARTICLE III

The total authorized shares:

     Common shares 50,000        Preferred shares_____________________________

     A statement of all or any of the relative rights, preferences and
     limitations of the shares of each class is as follows:

ARTICLE IV

1. The address of the current registered office is:

30333 Southfield Road               Southfield     , Michigan        48076
- --------------------------------------------------             ----------------
(STREET ADDRESS)                      (CITY)                       (ZIP CODE)

2. The mailing address of the current registered office it different than above:

________________________________________________ , Michigan  ________________
(P.O. BOX)                           (CITY)                       (ZIP CODE)

3. The name of the current resident agent is:   Ray H. Witt

ARTICLE V (Optional. Delete if not applicable.)

When a compromise or arrangement or a plan of reorganization of this corporation
is proposed between this corporation and its creditors or any class of them or
between this corporation and its shareholders or any class of them, a court of
equity jurisdiction within the state, on application of this corporation or of a
creditor or shareholder thereof, or on application of a receiver appointed for
the corporation, may order a meeting of the creditors or class of creditors or
of the shareholders or class of shareholders to be affected by the proposed
compromise or arrangement or reorganization, to be summoned in such manner as
the court directs. If a majority in number representing 3/4 in value of the
creditors or class of creditors, or of the shareholders or class of shareholders
to be affected by the proposed compromise or arrangement or a reorganization,
agree to a compromise or arrangement or a reorganization of this corporation as
a consequence of the compromise or arrangement, the compromise or arrangement
and the reorganization, if sanctioned by the court to which the application has
been made, shall be binding on all the creditors or class of creditors, or on
all the shareholders or class of shareholders and also on this corporation.

ARTICLE VI (Optional. Delete if not applicable.)

Any action required or permitted by the Act to be taken at an annual or special
meeting of shareholders may be taken without a meeting, without prior notice and
without a vote, if consents in writing, setting forth the action so taken, are
signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote on the action were present and
voted. The written consents shall bear the date of signature of each shareholder
who signs the consent. No written consents shall be effective to take the
corporate action referred to unless, within 60 days after the record date for
determining shareholders entitled to express consent to or to dissent from a
proposal without a meeting, written, consents signed by a sufficient number of
shareholders to take the action are delivered to the corporation. Delivery shall
be to the corporation's registered office, its principal place of business, or
an officer or agent of the corporation having custody of the minutes of the
proceedings of its shareholders. Delivery made to a corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested.

Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to shareholders who have not
consented in writing.

GOLD SEAL APPEARS ONLY ON ORIGINAL



ARTICLE VII (Additional provisions, if any, may be inserted here; attach
additional pages if needed.)

              SEE ADDENDUM ATTACHED HERETO AND MADE A PART HEREOF

5.   COMPLETE SECTION (a) IF THE RESTATED ARTICLES WERE ADOPTED BY THE UNANIMOUS
     CONSENT OF THE INCORPORATORS BEFORE THE FIRST MEETING OF THE BOARD OF
     DIRECTORS: OTHERWISE, COMPLETE SECTION (b)

a.  [ ]   These Restated Articles of Incorporation were duly adopted on the____
          _____ day of________,19_______ , in accordance with the provisions of
          Section 642 of the Act by the unanimous consent of the incorporators
          before the first meeting of the Board of Directors.

          Signed this________day of_______________________________ , 19________

          _______________________________  ____________________________________

          _______________________________  ____________________________________

    (SIGNATURES OF INCORPORATORS: TYPE OR PRINT NAME UNDER EACH SIGNATURE)

b.  [x]   These Restated Articles of Incorporation were duly adopted on the 14TH
          day of JANUARY, 1994, in accordance with the provisions of Section 642
          of the Act and: (check one of the following)

          [ ]   were duly adopted by the Board of Directors without a vote of
                the shareholders. These Restated Articles of incorporation only
                restate and integrate and do not further amend the provisions of
                the Articles of incorporation as heretofore amended and there is
                no material discrepency between those provisions and the
                provisions of these Restated Articles.

          [ ]   were duly adopted by the shareholders. The necessary number of
                shares as required by statute were voted in favor of these
                Restated Articles.

          [ ]   were duly adopted by the written consent of the shareholders
                having not less than the minimum number of votes required by
                statute in accordance with Section 407(1) of the Act. Written
                notice to shareholders who have not consented in writing has
                been given. (Note: Written consent by less than all of the
                shareholders is permitted only if such provision appears in
                the Articles of incorporation.)

          [x]   were duly adopted by the written consent of all the shareholders
                entitled to vote in accordance with Section 407(2) of the Act.

                                Signed this 14 day of January, 1994

                                By /s/ Richard A. Nawrocki
                                   -----------------------
                                        (SIGNATURE)

                                Richard A. Nawrocki         Vice President
                                --------------------     ---------------------
                                (TYPE OR PRINT NAME)     (TYPE OR PRINT TITLE)

GOLD SEAL APPEARS ONLY ON ORIGINAL



              ATTACHMENT TO RESTATED ARTICLES OF INCORPORATION OF
                            CMI-PRECISION MOLD, INC.

ARTICLE VII

(1) A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for a breach of fiduciary
duty as a director, except for liability: (a) for any breach of the director's
duty of loyalty to the corporation or its shareholders; (b) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (c) for a violation of Section 551(1) of the Michigan Business
Corporation Act; (d) for any transaction from which the director derived an
improper personal benefit; or (e) for any act or omission occurring prior to the
date of the approval of this Article. In the event the Michigan Business
Corporation Act is amended after the approval of this Article to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the corporation shall be
eliminated or limited to the fullest extent permitted by the Michigan Business
Corporation Act, as so amended. Any repeal, modification or adoption of any
provision in these Articles of Incorporation inconsistent with this Article
shall not adversely affect any right or protection of a director of the
corporation existing at the time of such repeal, modification or adoption.

(2) Directors and officers of the corporation shall be indemnified as of right
to the fullest extent now or hereafter permitted by law in connection with any
actual or threatened civil, criminal, administrative or investigative action,
suit or proceeding (whether formal or informal and whether brought by or in the
name of the corporation, a subsidiary or otherwise) arising out of: (a) any
actual or alleged act or omission at any time as a director or officer of the
corporation, a subsidiary, or any organization for which the person is serving
at the request of the corporation; (b) their past, present or future status as a
director of officer of the corporation, a subsidiary or any organization for
which the person is serving at the request of the corporation. Persons who are
not directors or officers of the corporation may be similarly indemnified in
respect of such service to the extent authorized at any time by the board of
directors of the corporation. The provisions of this Article shall be applicable
to directors and officers who have ceased to render such service and shall inure
to the benefit of their heirs, executors and administrators. The right of
indemnity provided herein shall not be exclusive, and the corporation may
provide indemnification to any person, by agreement or otherwise, on such terms
and conditions as the board of directors of the corporation may approve. Any
agreement for indemnification of any director, officer, employee or other person
may provide indemnification rights which are broader or otherwise different than
those set forth in the Michigan Business Corporation Act.

GOLD SEAL APPEARS ONLY ON ORIGINAL



- --------------------------------------------------------------------------------
             MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
              CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received                  (FOR BUREAU USE ONLY)
OCT 07 1996
- -----------
                                                       FILED

                                                    OCT 08 1996

                                                   Administrator
                                    MI DEPT. OF CONSUMER & INDUSTRY SERVICES
                                CORPORATION SECURITIES & LAND DEVELOPMENT BUREAU

         EXPIRATION DATE: DECEMBER 31, 2001
- --------------------------------------------------------------------------------
                     CERTIFICATE OF RENEWAL OF ASSUMED NAME
                            FOR USE BY CORPORATIONS
           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations) or Act 162, Public Acts of 1982 (nonprofit corporations), the
corporation in item one executes the following Certificate:

1.   The corporate name, resident agent, and mailing address of its registered
     office are:

         CMI-PRECISION MOLD, INC.
         RAY H. WITT                                             169300
         30333 SOUTHFIELD                                ---------------------
         SOUTHFIELD MI 48076                             Identification Number

2.   The assumed name under which business is transacted is:

          CMI-PERMANENT MOLD

3.   The registration of the assumed name is extended for a period expiring on
     December 31 of the fifth full calendar year following the year in which
     this renewal is filed, unless sooner terminated.

          Signed this 3rd day of October, 1996

          By /s/ Larry D. Schwentor
             ----------------------------
                 (Signature)

           Larry D. Schwentor      Corporate Secretary
          --------------------    ---------------------
          (Type of Print Name)    (Type of Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL



                        CORPORATION INFORMATION UPDATE

                            (formerly Annual Report)

                                      1998

[ ] TO CERTIFY THERE ARE NO CHANGES FROM YOUR PREVIOUS FILLING CHECK THIS BOX
    AND SKIP TO ITEM 6. FILING FEE: $15.00

                               FOR BUREAU USE ONLY

     169300            THE OFFICE IS LOCATED AT:  RETURN TO:
                            6546 MERCANTILE WAY      MICHIGAN DEPARTMENT OF
                            LANSING MI 48910         CONSUMER AND INDUSTRY
                            (517) 334-6300           SERVICES CORPORATION,
IDENTIFICATION NUMBER                                SECURITIES AND LAND
                                                     DEVELOPMENT BUREAU
                                                     P.O. BOX 30057
                                                     LANSING MI 48909-7557
- -------------------------------------------------------------------------------
Corporate Name and Mailing Address
         CMI-PRECISION MOLD, INC.
         30333 SOUTHFIELD
         SOUTHFIELD MI 48076

                                                 FILED BY DEPARTMENT JUN 30 1998
- --------------------------------------------------------------------------------
Registered Office Address in Michigan - NO., STREET, CITY, ZIP    Resident Agent
     30333 SOUTHFIELD                                               RAY H. WITT
     SOUTHFIELD                                     48076
- --------------------------------------------------------------------------------
IF THERE ARE CHANGES FROM YOUR PREVIOUS FILING, YOU MUST COMPLETE ITEMS 1
THROUGH 6.
- --------------------------------------------------------------------------------
1. Mailing address of registered              2. Resident Agent if different
   office if different that preprinted           than above
   information above                                  Richard A. Nawrocki
- --------------------------------------------------------------------------------
3. Address of registered office if different than preprinted information above -
   NO., STREET, CITY, ZIP
- --------------------------------------------------------------------------------
4. Describe the general nature and kind of business in which the corporation is
   engaged:



- ----------------------------------------------------------------------------------------------
5.                      NAME                           BUSINESS OR RESIDENCE ADDRESS
- ----------------------------------------------------------------------------------------------
                                                                
           President
                   Richard A. Nawrocki          30333 Southfield Rd.     Southfield, MI 48076
           -----------------------------------------------------------------------------------
           Vice President
   if              Robert Fiolek                30333 Southfield Rd.     Southfield, MI 48076
different  -----------------------------------------------------------------------------------
  than     Secretary
President          Larry Schwentor              30333 Southfield, Rd.    Southfield, MI 48076
           -----------------------------------------------------------------------------------
           Treasurer
           & Vice President  Renee Weinman      30333 Southfield Rd.     Southfield, MI 48076
- ----------------------------------------------------------------------------------------------
           Director
   if              Ray H. Witt                  30333 Southfield Rd.     Southfield, MI 48076
different  -----------------------------------------------------------------------------------
   them    Director
  Office           Robert Herr                  30333 Southfield Rd.     Southfield, MI 48076
           -----------------------------------------------------------------------------------
           Director
                   Gary F. Ruff                 30333 Southfield Rd.     Southfield, MI 48076


The corporation states that the address of its registered office and the address
of the business office of its resident agent are identical. Any changes were
authorized by resolution duly adopted by its board of directors.

If space is insufficient, you may include additional pages. PLEASE DO NOT STAPLE
ADDITIONAL PAGES TO THIS REPORT. ENCLOSE $15.00 MADE PAYABLE TO THE STATE OF
MICHIGAN. THIS REPORT MUST BE FILED ON OR BEFORE MAY 15

6. Signature of an authorized      Title                 Date
   officer or agent of the
   corporation                     Secretary            5/11/98

/s/ [ILLEGIBLE]

Required by Section 911 Act 284, Public Acts of 1972, as amended, Failure to
file this report may result in the dissolution of the corporation.

                                                                     MAY 14 1998
GOLD SEAL APPEARS ONLY ON ORIGINAL



C&S 515(Rev. 6/96)
- --------------------------------------------------------------------------------
             MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
              CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received                                   (FOR BUREAU USE ONLY)
     JUN 21 1999
- ---------------------

- -------------------------------------
Name                                                        FILED

      Ph. 517--663--2525 Ref. # 94118                    JUN 21 1999

Add   Attn: Chery1 J. Bixby                             Administrator
      MICHIGAN RUNNER SERVICE                CORP. SECURITIES & LAND DEV. BUREAU
      P.O. Box 266
City  Eaton Rapids, MI 48827                     EFFECTIVE DATE:
- -------------------------------------
- - Document will be returned to the name and address you enter above -

           CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
                    FOR USE BY DOMESTIC PROFIT CORPORATIONS
          (Please read Information and instructions on the last page)

     Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:

1. The present name of the corporation is: CMI - PRECISION MOLD, INC.

2. The identification number assigned by the Bureau is: [169-300]

3. The location of its registered office is:

30333 Southfield Road             Southfield      Michigan        48076
- ----------------------------------------------,                ----------------
(Street Address)                    (City)                      (Zip Code)

4. Article I of the Articles of incorporation is hereby amended to read as
follows: The name of the corporation is HAYES LEMMERZ INTERNATIONAL - BRISTOL.,
INC.

Article IV of the Articles of Incorporation is hereby amended to read as
follows:

1. The address of the registered office is 15300 Centennial Drive, Northville,
Michigan 48167.

3. The name of the resident agent at the registered office is Patrick B. Carey.

GOLD SEAL APPEARS ONLY ON ORIGINAL



5. (FOR AMENDMENTS ADOPTED BY UNANIMOUS CONSENT OF INCORPORATORS BEFORE THE
   FIRST MEETING OF THE BOARD OF DIRECTORS OR TRUSTEES.)

   The foregoing amendment of the Articles of incorporation was duly adopted on
   the ___________ day of ___________ , 19 ___________ , In accordance with the
   provisions of the Act by the unanlmous consent of the incorporator(s) before
   the first meeting of the Board of Directors or Trustees.

 Signed this ________ day of ______________, 19 ___________.

_________________________________      ______________________________________
          (Signature)                                (Signature)

_________________________________      ______________________________________
      (Type or Print Name)                      (Type or Print Name)

_________________________________      ______________________________________
          (Signature)                                (Signature)

_________________________________      ______________________________________
     (Type or Print Name)                       (Type or Print Name)

6. (FOR PROFIT CORPORATIONS, AND FOR NONPROFIT CORPORATIONS WHOSE ARTICLES STATE
   THE CORPORATION IS ORGANIZED ON A STOCK OR ON A MEMBERSHIP BASIS.)

   The foregoing amendment to the Articles of Incorporation was duly adopted on
   the 30th day of April, 1999 by the shareholders if a profit corporation, or
   by the shareholders or members if a nonprofit corporation(check one of the
   following)

   [ ] at a meeting. The necessary votes were cast in favor of the amendment.

   [ ] by written consent of the shareholders or members having not less than
       the minimum number of votes required by statute in accordance with
       Section 407(1) and (2) of the Act if a nonprofit corporation, or Section
       407(1) of the Act if a profit corporation. Written notice to shareholders
       or members who have not consented in writing has been given. (Note:
       Written consent by less than all of the shareholders or members is
       permitted only if such provision appears in the Articles of
       Incorporation.)

   [x] by written consent of all the shareholders or members entitled to vote in
       accordance with section 407(3) of the Act if a nonprofit corporation, or
       Section 407(2) of the Act if a profit corporation.

                       Signed this 17th day of June, 1999
                       By /s/ [ILLEGIBLE]
                         ---------------------
    (Signature of President, Vice-President, Chairperson, Vice-Chairperson)

       William D. Shovers                              Vice-President
      --------------------                         ---------------------
      (Type or Print Name)                         (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL



- --------------------------------------------------------------------------------
             MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
              CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received            (FOR BUREAU USE ONLY)
JUN 28 1999
                                                            FILED

                                                           JUN 28 1999

                                                          Administrator
                                             CORP. SECURITIES & LAND DEV. BUREAU
- ----------------------------
Ph. 517-663-2525 Ref #94366
Attn: Cheryl J. Bixby
MICHIGAN RUNNER SERVICE
P. O. Box 266
Eaton Rapids, MI 48827                        EXPIRATION DATE: DECEMBER 31, 2004
- ----------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

                          CERTIFICATE OF ASSUMED NAME
 FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES
           (Please read information and instructions of reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or limited
liability company in item one executes the following Certificate:

1.   The true name of the corporation, limited partnership, or limited liability
     company is: HAYES LEMMERZ INTERNATIONAL, BRISTOL--INC.

2.   The Identification number assigned by the bureau is: 169-300

3.   The location of the corporation of limited liability company registered
     office in Michigan or the office at which the limited partnership records
     are maintained is:

15300 Centennial Drive          Northville           Michigan      48167
- --------------------------------------------------------------------------------
  (Street Address)                (City)              (State)    (ZIP Code)

4.   The assumed name under which business is to be transacted is:

     CMI - PRECISION MOLD, INC. [X]

  COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

                        Signed this 17th day of June 1999

                        By /s/ William D. Shovers
                           ------------------------------------------
                                (Signature)

                       William D. Shovers                  Vice President
                       ------------------------------------------------------
                      (Type or Print Name)          (Type or Print Title)

                       ------------------------------------------------------
                                     [ILLEGIBLE]

GOLD SEAL APPEARS ONLY ON ORIGINAL



- --------------------------------------------------------------------------------
               MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
               BUREAU OF COMMERCIAL SERVICES, CORPORATION DIVISION
- --------------------------------------------------------------------------------
Date Received            (FOR BUREAU USE ONLY)
SEP 27 2001
- -------------------
                                                        FILED

                                                     OCT 01 2001

                                                    Administrator
                                        MI DEPT. OF CONSUMER & INDUSTRY SERVICES
                                              BUREAU OF COMMERCIAL SERVICES

                       EXPIRATION DATE: DECEMBER 31, 2006
- --------------------------------------------------------------------------------

                     CERTIFICATE OF RENEWAL OF ASSUMED NAME
                            FOR USE BY CORPORATIONS
           (PLEASE READ INFORMATION AND INSTRUCTIONS ON REVERSE SIDE)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations) or Act 162, Public Acts of 1982 (nonprofit corporations), the
corporation in item one executes the following Certificate:

1.   The corporate name, resident agent, and mailing address of the registered
     office are:

     HAYES LEMMERZ INTERNATIONAL - BRISTOL, INC.
     PATRICK B CAREY
     15300 CENTENNIAL DR
     NORTHVILLE MI 48167
                                                                 169300
                                                         -----------------------
                                                          Identification Number

2.   The assumed name under which business is transacted is:
     CMI-PERMANENT MOLD [X]

3.   The registration of the assumed name is extended for a period expiring on
     December 31 of the fifth full calendar year following the year in which
     this renewal is filed, unless sooner terminated.

4.   The document is hereby signed as required by the Act.

          Signed this 20th day of September, 2001

          By /s/ William D. Shovers
             ---------------------------------------------
            (Signature of an Authorized Officer or Agnet)

             William D. Shovers, Vice President
             ------------------------------------
                     (Type or Print Name)

GOLD SEAL APPEARS ONLY ON ORIGINAL



- --------------------------------------------------------------------------------
              MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
                         BUREAU OF COMMERCIAL SERVICES
- --------------------------------------------------------------------------------
Date Received             (FOR BUREAU USE ONLY)
4/9/02
- -------------
              This document is effective on the date filed,
              unless a subsequent effective date within 90
              days after received date is stated in the
              document.

                                                          FILED

                                                      APR 09 2002

                                                     Administrator
Name                                    MI DEPT. OF CONSUMER & INDUSTRY SERVICES
    Kelly Brushaber                          BUREAU OF COMMERCIAL SERVICES
- ---------------------------------------
Address
   15300 Centennial Drive
- ---------------------------------------
City              State        ZIP Code
   Northville      MI           48167        EFFECTIVE DATE:
- ---------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -
     IF LEFT BLANK DOCUMENT WILL BE MAILED TO THE REGISTERED OFFICE.

   CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OR RESIDENT AGENT
  FOR USE BY DOMESTIC AND FOREIGN CORPORATIONS AND LIMITED LIABILITY COMPANIES
           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act
23, Public Acts of 1993 (limited liability companies), the undersigned
corporation or limited liability company executes the following Certificate:

1. The name of the corporation or limited liability company is:
   Hayes Lemmerz  International - Bristol, Inc.

2. The Identification number assigned by the Bureau is: 169-300

3. a. The name of the resident agent on file with the Bureau is:
      Patrick B. Carey

   b. The location of the registered office on file with the Bureau is:

      15300 Centennial Drive, Northville    ,   Michigan        48167
   -----------------------------------------             -------------------
          (State Address)          (City)                    (ZIP Code)

   c. The mailing address of the above registered office on file with the Bureau
      is:

                   Same as above
      -------------------------------------------,  Michigan ___________________
     (Street Address or P.O. Box)      (City)                    (ZIP Code)

  ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD

4. a. The name of the resident agent is: Patrick C. Cauley

   b. The address of the registered office is:

       15300 Centennial Drive, Northville       , Michigan    48167
       -----------------------------------------          ------------
           (Street Address)    (City)                      (ZIP Code)

   c. The mailing address of the registered office IF DIFFERENT THAN 4B is.

   ____________________________________________ , Michigan_____________________
        (Street Address or P.O. Box)    (City)                 (ZIP Code)

5. The above changes wore authorized by resolution duly adopted by: 1. ALL
   CORPORATIONS: its Board of Directors; 2. PROFIT CORPORATIONS ONLY: the
   resident agent if only the address of the registered office is changed, in
   which case a copy of this statement has been mailed to the corporation; 3,
   LIMITED LIABILITY COMPANIES: an operating agreement, affirmative vote of a
   majority of the members pursuant to section 502(1), managers pursuant to
   section 405, or the resident agent if only the address of the registered
   office is changed.

6. The corporation or limited liability company further states that the address
   of its registered office and the address of its resident agent, as changed,
   are identical.

Signature                     Type or Print Name and Title       Date Signed
[ILLEGIBLE]                   Larry Karenko, Vice president      April 9, 2002

GOLD SEAL APPEARS ONLY ON ORIGINAL

EX-3.46

                                                                    EXHIBIT 3.46

                                     BY-LAWS

                                       OF

                            CMI-PRECISION MOLD, INC.

                             A MICHIGAN CORPORATION

                    (INCLUDING ALL AMENDMENTS AS OF 1/14/94)

1.       SHAREHOLDERS' MEETING

         1.1      ANNUAL MEETING. The annual meeting of the Shareholders shall
be held in each year after the expiration of the fiscal year of the Corporation
at such time and place as shall be determined by the Board of Directors, for the
purpose of electing Directors and of transacting such other business as may
properly be brought before the meeting.

         1.2      SPECIAL MEETINGS. A Special Meeting of the Shareholders may be
called to be held at such time and place as may be designated by the Chairperson
of the Board, a majority of the Board of Directors, or not less than an
aggregate of ten percent (10%) of the outstanding shares of stock of the
Corporation having the right to vote at such Special Meeting.

         1.3      NOTICE OF MEETINGS. Written notice of the time, place and
purposes of every meeting of the Shareholders of this Corporation shall be
given, either personally or by mail, not less than ten (10) nor more than sixty
(60) days before said meeting to each Shareholder of record of the Corporation
entitled to vote at such meeting. Notices shall state the authority pursuant to
which they are issued as, "by order of" the "Chairperson of the Board", "Board
of Directors", or "Shareholders".

         1.4      WAIVER OF NOTICE. Notice of the time, place and purpose of any
meeting of the Shareholders of this Corporation may be waived by telegram,
radiogram, cablegram, or other writing either before or after such meeting has
been held.

                  A Shareholder's attendance at a meeting of Shareholders, in
person or by proxy, will result in (a) a waiver of objection to lack of notice
or defective notice of the meeting unless the Shareholder at the beginning of
the meeting objects to holding the meeting or transacting business at the
meeting and (b) waiver of objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes described in the meeting
notice, unless the Shareholder objects to considering the matter when it is
presented.



         1.5      QUORUM. At every meeting of the Shareholders, the holders of
record of a majority of the outstanding shares of stock of the Corporation
entitled to vote at such meeting, whether present in person or represented by
proxy, shall constitute a quorum.

         1.6      RECORD DATE. The Board of Directors may fix in advance a date
not exceeding sixty (60) days nor less than ten (10) days preceding the original
date fixed for any meeting of Shareholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, as a record
date for the determination of the Shareholders entitled to notice of, and to
vote at, any such meeting, or entitled to receive payment of any such dividend,
or to any such allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock. In such case, such
Shareholders and only such Shareholders as shall be Shareholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation or otherwise after any
such record date is fixed as aforesaid. Nothing in this Section shall affect the
rights of a Shareholder and his/her transferee or transferor as between
themselves.

         1.7      VOTING RIGHTS. At all times, each holder of record of the
common stock of the Corporation shall be entitled to one vote for each share of
common stock standing in his/her name on the books of the Corporation, subject,
however, to the full effect of the limitations imposed by the fixed record date
for determination of Shareholders set forth elsewhere in this Article.

         1.8      VOTE BY SHAREHOLDER CORPORATION. Shares standing in the name
of another domestic or foreign corporation may be voted by an officer or agent,
or by proxy appointed by an officer or agent of such corporation.

         1.9      ACTION BY UNANIMOUS WRITTEN CONSENT. Any action required or
permitted to be taken at an Annual or Special Meeting of Shareholders may be
taken without a meeting, without prior notice and without a vote, if before or
after the action all the Shareholders entitled to vote thereon consent thereto
in writing.

         1.10     ELECTRONIC PARTICIPATION. A Shareholder may participate in a
meeting of Shareholders by a conference telephone or by other similar
communications equipment through which all persons participating in the meeting
may communicate with the other participants. All participants shall be advised
of the communications equipment and the names of the participants in the

                                       2



conference shall be divulged to all participants. Participation in a meeting
pursuant to this Section constitutes presence in person at the meeting.

2.       SHARES

         2.1      CERTIFICATES. Every Shareholder of this Corporation shall be
entitled to a certificate of his or her shares signed by the Chairperson of the
Board, Vice-Chairperson of the Board, President or a Vice-President and which
may also be signed by another officer of the Corporation. Each such certificate
shall state on its face that the Corporation is formed under the laws of this
state, the name of the person to whom issued, the number and class of Shares,
and the designation of the series, if any, which the certificate represents.

3.       BOARD OF DIRECTORS

         3.1      NUMBER AND TERM OF OFFICE. The business, property and affairs
of the Corporation shall be managed by a Board of Directors composed of one (1)
or more members who need not be Shareholders. The number of Directors for the
Board of Directors shall be determined by a majority vote of the Shareholders.
The first Board of Directors shall hold office until the first annual meeting of
Shareholders. At the first annual meeting of Shareholders and at each annual
meeting thereafter, the Shareholders shall elect Directors to hold office until
the succeeding annual meeting. A Director shall hold office for the term for
which he or she is elected and until his or her successor is elected and
qualified, or until his or her resignation or removal. A Director may resign by
written notice to the Corporation. The resignation is effective upon its receipt
by the Corporation or a later time as set forth in the notice of resignation.

         3.2      VACANCIES. A vacancy occurring in the Board may be filled by
the Shareholders or the Board. A vacancy filled by the Board may be filled for a
term of office continuing only until the next election of Directors by the
Shareholders.

         3.3      ANNUAL MEETINGS. At the place of holding the annual meeting of
Shareholders and immediately following the same, the Board of Directors as
constituted upon final adjournment of such Shareholder meeting shall convene
without notice for the purpose of electing officers and transacting any other
business properly brought before it; provided, that the annual meeting in any
year may be held at a different time and place than that herein provided by
consent of a majority of the Directors of such new Board.

         3.4      REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such time and place as the Board of

                                       3



Directors shall from time to time determine by resolution of the Board of
Directors or by waiver of notice and consent. No notice of regular meetings of
the board shall be required.

         3.5      SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairperson of the Board or a majority of the Directors in
office at the time of the call, whenever in his/her or their judgment it may be
necessary, by giving reasonable notice, either personally or by mail or
telegram, of the time and place of such meeting. Any action taken at any such
meeting shall not be invalidated for want of notice if such notice shall be
waived as herein provided.

         3.6      WAIVER OF NOTICE. Notice of the time and place of any meeting
of the Board of Directors may be waived in writing or by telegram, radiogram, or
cablegram, either before or after such meeting has been held. A Director's
attendance at or participation in a meeting waives any required notice to him or
her of the meeting unless he or she at the beginning of the meeting, or upon his
or her arrival, objects to the meeting or the transacting of business at the
meeting and does not thereafter vote for or assent to any action taken at the
meeting.

         3.7      PURPOSE. Neither the business to be transacted nor the purpose
of a regular or special meeting need be specified in the notice or waiver of
notice of the meeting.

         3.8      ELECTRONIC PARTICIPATION. A Director may participate in a
meeting of the Board or of any committee designated by the Board by means of a
conference telephone or similar communications equipment through which all
persons participating in the meeting can communicate with the other
participants. Participation in a meeting pursuant to this subsection constitutes
presence in person at the meeting.

         3.9      QUORUM. A majority of the Directors then in office, or of the
members of a committee thereof, constitutes a quorum for the transaction of
business. If there shall be less than a quorum present at any meeting of the
Board of Directors, a majority of the Directors present may adjourn the meeting
from time to time without notice other than announcement at the meeting until a
quorum shall be present, at which time any business may be transacted which
might have been transacted at the meeting as first convened had there been a
quorum present. The vote of the majority of the Directors present at any meeting
of the Board or committee thereof at which a quorum is present constitutes the
action of the Board or of the committee except that amendment of these By-Laws
requires the vote of not less than a majority of the members of the Board then
in office.

         3.10     ACTION BY UNANIMOUS WRITTEN CONSENT. Action required or
permitted to be taken pursuant to authorization voted at a

                                        4



meeting of the Board or a committee thereof, may be taken without a meeting if,
before or after the action, all members of the Board then in office or of the
committee consent to the action in writing. The written consents shall be filed
with the minutes of the proceedings of the Board or the committee. The consent
has the same effect as a vote of the Board or committee for all purposes.

         3.11     ELECTION OF OFFICERS. The Board of Directors of the
Corporation shall elect or appoint a president, a secretary and a treasurer and
may elect or appoint a chairman of the board. None of said officers, except the
chairman of the board, need be a director. The Board of Directors shall have the
power to appoint such other officers and agents as the board may deem necessary
for the transaction of the business of the Corporation, including the power to
appoint one or more vice-presidents and one or more attorneys-in-fact.

4.       OFFICERS

         4.1      OFFICERS. The officers of the Corporation shall consist of a
president, secretary, treasurer and, if approved by the Board, a chairperson of
the Board, one or more vice-presidents and such other officers as may be
determined by the Board.

         4.2      CHAIRPERSON OF THE BOARD. The Chairperson of the Board shall
be selected by and from the membership of the Board of Directors. He/she shall
preside at all meetings of the Shareholders and of the Board of Directors.

         4.3      PRESIDENT. The President shall be the chief executive officer
of the Corporation. He/she shall, subject to the control of the Board of
Directors, have general and active management of the business of the
Corporation, with such general powers and duties of supervision and management
as are usually vested in the office of president of a corporation. He/she shall
see that all orders and resolutions of the Board of Directors are carried into
effect, and shall have such other powers and duties as may be assigned to
him/her by the Board of Directors.

         4.4      VICE-PRESIDENTS. The Board of Directors may select one or more
vice-president who, subject to the control of the president, shall have such
powers and duties as may be assigned to each of them by the Board of Directors.

         4.5      SECRETARY. The Secretary shall be selected by the Board of
Directors. Subject to the control of the Chairperson of the Board, he/she shall
attend all meetings of Shareholders and of the Board of Directors, and shall
preserve in books of the Corporation, true minutes of the proceedings of all
such meetings. He/she shall have such additional powers and duties as may be
assigned to him/her by the Board of Directors.

                                       5



         4.6      TREASURER. The Treasurer shall be selected by the Board of
Directors. Subject to the control of the President, he/she shall have custody of
all corporate funds and securities, and shall keep in books belonging to the
Corporation full and accurate accounts of all receipts and disbursements. He/she
shall deposit all monies, securities and other valuable effects in the name of
the Corporation in such depositories as may be designated for the purpose by the
Board of Directors. He/she shall disburse the funds of the Corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the Chairperson of the Board and the Directors at regular meetings of
the Board and whenever requested by them and to the President, an account of all
his transactions as Treasurer. He/she shall in general perform all duties
incident to the office of treasurer, and shall have such additional powers and
duties as may be assigned to him/her by the Board of Directors.

         4.7      TERM; REMOVAL OF OFFICERS AND AGENTS; RESIGNATION. An officer
elected or appointed as herein provided shall hold office for the term for which
he or she is elected or appointed and until his/her successor is elected or
appointed and qualified, or until his/her resignation or removal. Any officer or
agent may be removed by the Board of Directors at any time, with or without
cause. The removal of an officer shall be without prejudice to his contract
rights, if any. The election or appointment of an officer does not of itself
create contract rights. An officer may resign by written notice to the
Corporation. The resignation is effective upon its receipt by the Corporation or
at a subsequent time specified in the notice of resignation.

5.       EXECUTION OF INSTRUMENTS

         5.1      MONEY INSTRUMENTS. All checks, drafts and orders for payment
of money shall be signed in the name of the Corporation by such officer(s) or
agent(s) and in such manner including the use of facsimile signatures as the
Board of Directors shall from time to time designate for that purpose.

         5.2      OTHER INSTRUMENTS. The Board of Directors shall have power to
designate the officers and agents (or a single officer or agent) who shall have
authority to execute any contract, conveyance or other instrument or document on
behalf of the Corporation. When the execution of any contract, conveyance or
other instrument or document has been authorized without specification of the
executing officers, the Chairperson of the Board or President may execute the
same in the name and on behalf of the Corporation, or any Vice-President, and
the Secretary or Assistant Secretary may execute the same in the name and on
behalf of the Corporation.

                                       6



6.       INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES

         6.1      THIRD-PARTY PROCEEDING. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he/she is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him/her in connection with
such action, suit or proceeding if he/she acted in good faith and in a manner
he/she reasonably believed to be in or not opposed to the best interests of the
Corporation or its Shareholders, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his/her conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he/she reasonably believed to be in or not opposed to the best
interests of the Corporation or its Shareholders, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his/her
conduct was unlawful.

         6.2      DERIVATIVE SHAREHOLDER LIABILITY. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he/she
is or was a director, officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, whether for profit or
not, against expenses (including attorneys' fees) and amounts paid in settlement
actually and reasonably incurred by the person in connection with the action or
suit if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the Corporation or its
Shareholders; except that no indemnification shall be made for any claim, issue
or matter in which the person has been found liable to the Corporation except to
the extent ordered by a court of competent jurisdiction.

                                       7



7.       AMENDMENT OF BY-LAWS

         These by-laws may be altered, amended, added to, rescinded or repealed
by the affirmative vote of a majority of the Shares entitled to vote or, except
insofar as exercise of such power shall be contrary to the Articles of
Incorporation, by the Board of Directors.

                                       8

EX-3.47

                                                                    EXHIBIT 3.47


- --------------------------------------------------------------------------------
      MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
(FOR BUREAU USE ONLY)                                            Date Received

                                      FILED                       JUN 8 1987
                                                            --------------------
                                   JUN 22 1987
                                                            --------------------
                                 Administrator
                        MICHIGAN DEPARTMENT OF COMMERCE     --------------------
                         Corporation & Securities Bureau
- --------------------------------------------------------------------------------
                       RESTATED ARTICLES OF INCORPORATION
                    FOR USE BY DOMESTIC PROFIT CORPORATIONS

   (Please read instructions and Paperwork Reduction Act notice on last page)

         Pursuant to the provisions of Act 284, Public Acts of 1972, as amended,
the undersigned corporation executes the following Articles:

1. The present name of the corporation is: CMI - CAST PARTS, INC.

2. The corporation identification number (CID) assigned by the Bureau is:
   103-954

3. All former names of the corporation are:

                                           CMI - Cadillac, Inc.
                                           Cadillac Malleable Iron Company

4. The date of filing the original Articles of Incorporation was: June 1, 1922

   The following Restated Articles of Incorporation supersede the Articles of
   Incorporation as amended and shall be the Articles of Incorporation for the
   corporation:

ARTICLE I

The name of the corporation is: CMI-CAST PARTS, INC.

ARTICLE II

The purpose or purposes for which the corporation is organized are:

      to engage in an activitity within the purposes for which corporations may
      be organized under the Business Corporation Act of Michigan.

GOLD SEAL APPEARS ONLY ON ORIGINAL


ARTICLE III

The total authorized capital stock is:

1. Common shares 5,000 Par Value Per Share $50.00

   Preferred shares___________________ Par Value Per Share $______________

and/or shares without par value as follows:

2. Common shares______________________ Stated Value Per Share $_____________

   Preferred shares ________________Stated Value Per Share $________________

3. A statement of all or any of the relative rights, preferences and limitations
   of the shares of each class is as follows:

     Shareholders shall have no preemptive right to subscribe for additional
     shares.

ARTICLE IV

1. The address of the current registered office is:

    230 Tenth Street               Cadillac     , Michigan   49601
    --------------------------------------------           ------------
    (Street Address)                (City)                  (ZIP Code)

2.  The mailing address of the current registered office if different than
    above:

    ------------------------------------------- , Michigan --------------------
     (P.O. Box)                   (City)                         (ZIP Code)

3.  The name of the currant resident agent is: Barbara Brehm

ARTICLE V (OPTIONAL. DELETE IF NOT APPLICABLE.)

When a compromise or arrangement or a plan of reorganization of this corporation
is proposed between this corporation and its creditors or any class of them or
between this corporation and its shareholders or any class of them, a court of
equity jurisdiction within the state, on application of this corporation or of a
creditor or shareholder thereof, or on application of a receiver appointed for
the corporation, may order a meeting of the creditors or class of creditors or
of the shareholders or class of shareholders to be affected by the proposed
compromise or arrangement or reorganization, to be summoned in such manner as
the court directs. If a majority in number representing 3/4 in value of the
creditors or class of creditors, or of the shareholders or class of shareholders
to be affected by the proposed compromise or arrangement or a reorganization,
agree to a compromise or arrangement or a reorganization of this corporation as
a consequence of the compromise or arrangement, the compromise or arrangement
and the reorganization, if sanctioned by the court to which the application has
been made, shall be binding on all the creditors or class of creditors, or on
all the shareholders or class of shareholders and also on this corporation.

GOLD SEAL APPEARS ONLY ON ORIGINAL



ARTICLE VI (Optional. Delete if not applicable.)

Any action required or permitted by the act to be taken at an annual or special
meeting of shareholders may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken, is
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote thereon were present and voted.

    Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to shareholders who have not
consented in writing.

ARTICLE VII (Additional provisions, if any, may be inserted here; attach
additional pages if needed.)

SEE ATTACHED PAGE

5. COMPLETE SECTION (a) IF THE RESTATED ARTICLES WERE ADOPTED BY THE UNANIMOUS
   CONSENT OF THE INCORPORATORS BEFORE THE FIRST MEETING OF THE BOARD OF
   DIRECTORS; OTHERWISE, COMPLETE SECTION (b)

   a. [ ] These Restated Articles of incorporation were duly adopted on the_____
          day of__________, 19____, in accordance with the provisions of Section
          642 of the Act by the unanimous consent of the incorporators before
          the first meeting of the Board of Directors.

          Signed this______ day of __________________________________, 19_______
       _________________________________  ______________________________________
       _________________________________  ______________________________________
       (Signature of all incorporators; type or print name under each signature)

   b. [x] These Restated Articles of incorporation were duly adopted on the 20th
          day of May, 1987, in accordance with the provisions of Section 642 of
          the Act and: (check one of the following)

      [ ] were duly adopted by the Board of Directors without a vote of the
          shareholders. These Restated Articles of Incorporation only restate
          and integrate and do not further amend the provisions of the Articles
          of Incorporation as heretofore amended and there is no material
          discrepancy between those provisions and the provisions of these
          Restated Articles.

      [x] were duly adopted by the shareholders. The necessary number of shares
          as required by statute were voted in favor of these Restated Articles.

      [ ] were duly adopted by the written consent of the shareholders having
          not less than the minimum number of votes required by statute in
          accordance with Section 407(1) and (2) of the Act. Written notice to
          shareholders who have not consented in writing has been given. (Note:
          Written consent by less than all of the shareholders is permitted only
          if such provision appears in the Articles of Incorporation.)

      [ ] were duly adopted by the written consent of all the shareholders
          entitled to vote in accordance with Section 407(3) of the Act.

                                 Signed this 20th day of May, 1987

                                 By /s/ Ray H. Witt
                                    --------------------------------------------
                                       (Signature)

                                    Ray H. Witt                   President
                                    --------------------------------------------
                                           (Type or Print Name and Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL



DOCUMENT WILL BE RETURNED TO NAME AND MAILING     Name of person or organization
ADDRESS INDICATED IN THE BOX BELOW.               remitting fees:
Include name,street and number (or P. O. box),
city, state and ZIP code.
                                                  ______________________________

                                                  ______________________________

                                                  Preparer's name and business
David L. Tennent                                  telephone number:
801 W. Big Beaver, Ste. 500
Troy, MI 48084                                    David L. Tennent

                                                  (313) 362-1300

                          INFORMATION AND INSTRUCTIONS

1.   This form is issued under the authority of Act 284, P.A. of 1972, as
     amended. The articles of incorporation cannot be restated until this form,
     or a comparable document, is submitted.

2.   Submit one original copy of this document. Upon filing, a microfilm copy

     will be prepared for the records of the Corporation and Securities Bureau.
     The original copy will be returned to the address appearing in the box
     above as evidence of filing.

     Since this document must be microfilmed, it is important that the filing be
     legible. Documents with poor black and white contrast, or otherwise
     illegible, will be rejected.

3.   This document is to be used pursuant to sections 641 through 643 of the Act
     for the purpose of restating the articles of incorporation of a domestic
     profit corporation. Restated articles of incorporation are an integration
     into a single instrument of the current provisions of the corporation's
     articles of incorporation, along with any desired amendments to those
     articles.

4.   Restated articles of incorporation which do not amend the articles of
     incorporation may be adopted by the board of directors without a vote of
     the shareholders. Restated articles of incorporation which amend the
     articles of incorporation require adoption by the shareholders. Restated
     articles of incorporation submitted before the first meeting of the board
     of directors require adoption by all of the incorporators.

5.   Item 2 -- Enter the identification number previously assigned by the
     Bureau. If this number is unknown, leave it blank.

6    The duration of the corporation should be stated in the restated articles
     of incorporation only if it is not perpetual.

7.   This document is effective on the date approved and filed by the Bureau. A
     later effective date, no more than 90 days after the date of delivery, may
     be stated.

8.   If the restated articles are adopted before the first meeting of the board
     of directors, this document must be signed in ink by all of the
     incorporators. If the restated articles merely restate and integrate the
     articles, but do not amend, this document must be signed in ink by an
     authorized officer or agent of the corporation. If the restated articles
     amend the articles of incorporation, this document must be signed in ink by
     the president, vice-president, chairperson, or vice-chairperson.

9.   FEES: Filing fee (Make remittance payable to State of Michigan)......$10.00

           Franchise fee (payable only if authorized capital stock has
           increased) -- 1/2 mill (.0005) on each dollar of increase over
           highest previous authorized capital stock.

10.  Mail form and fee to:

        Michigan Department of Commerce, Corporation and Securities Bureau,
        Corporation Division, P. O. Box 30054, Lansing, MI 48909, Telephone
        (517) 373-0493

GOLD SEAL APPEARS ONLY ON ORIGINAL


                                 ATTACHMENT TO
                     RESTATED ARTICLES OF INCORPORATION OF
                              CMI-CAST PARTS, INC.
                                  CID # 103-954

ARTICLE VII

                  A director of the Corporation shall not be personally liable
to the Corporation or its shareholders for monetary damages for a breach of the
director's fiduciary duty. However, this provision does not eliminate or limit
the liability of a director for any of the following reasons:

         (i)   A breach of the director's duty of loyalty to the Corporation or
         its shareholders.

         (ii)  Acts or omissions not in good faith or that involve intentional
         misconduct or knowing violation of the law.

         (iii) A violation of section 551(1) of the Michigan Business
         Corporation Act.

         (iv) A transaction from which the director derived an improper personal
         benefit.

         (v)  An act or ommission occurring on or before the filing of these
         Restated Articles of Incorporation.

GOLD SEAL APPEARS ONLY ON ORIGINAL



                              FOR BUREAU USE ONLY

                                          914E#2612  0123  P-[ILLEGIBLE]  $15.00
                                          914E#2612  0123  ORG&FI          $5.00


                1991 MICHIGAN ANNUAL REPORT - PROFIT CORPORATIONS
               (Please read instructions before completing form)

         This report shall be filled by all profit corporations no later than
May 15, 1991, showing the corporate condition at the close of business on
December 31 or upon the date of the close of the latest fiscal year next
preceding the time for filing. ONLY those corporations incorporated or admitted
after December 31, 1990 and before May 15, 1991 are exempt from filing. The
report is required in accordance with the provisions of Section 911, Act 284,
Public Acts of 1972, Penalties may be assessed under the Act for failure to
file,

- --------------------------------------------------------------------------------
This Report Must be          Report of Condition on            Corporation
filled before May 16, 1991   December 31, 1990 or __________   Number 103954
- --------------------------------------------------------------------------------
 1. Corporate Name
                   CMI-CAST PARTS, INC.
                   230 TENTH ST., POB 40
                   CADILLAC                MI                   7
                                  49601                         8
                                                                9
- --------------------------------------------------------------------------------
2. Resident Agent - do not alter   4. Federal Employer No.  5. Term of Existence
preprinted Information in this
item or item 3.

BARBARA BREHM                                                      PERPETUAL
- --------------------------------------------------------------------------------
3. Registered Office         6. Incorporation Date    7. State of incorporation
Address in Michigan -
No., Street, City, Zip             06/01/1922                     MI
                                ------------------------------------------------

230 TENTH ST.,POB 40         8. Date of Admittance    9. Act Under Which
CADILLAC        49601             (Foreign Corp.)        Incorporated (if other
                                                         than  1931, P.A. 327
                                                         or 1972, P.A. 284)

                                                                084-1921
- --------------------------------------------------------------------------------

10. COMPLETE THIS SECTION ONLY IF THE RESIDENT AGENT IN ITEM 2 OR THE
REGISTERED OFFICE IN ITEM 3 HAS CHANGED.

- --------------------------------------------------------------------------------

a. The name of the successor resident agent is:  FILED BY DEPARTMENT FEB 01 '91

b. The address of the registered office is changed to:

   1500 Fourth Avenue, P. O. Box 40, Cadillac, Michigan        49601
   -------------------------------------------                 -----
   (street Address)                 (City)                   (ZIP Code)

c. The mailing address of the registered office if different that 10b. is:

   ____________________________________________ , Michigan _____________________
    (Address)                       (City)                         (ZIP Code)

 ADD # 5.00 TO THE #15.00 ANNUAL REPORT FILING FEE IF THIS SECTION IS COMPLETED

11. Corporate Stock Report - Total Authorized Shares (not merely outstanding).



- ----------------------------------------------------------------------------------------------
                                                            Amount               Amount
 Type of Stock         No. of Shares Authorized           Subscribed            paid-in
                                                                     
    COMMON                    5,000.00                    $                   $177,525.00
- ----------------------------------------------------------------------------------------------
                                                          $                   $
- ----------------------------------------------------------------------------------------------
                                                          $                   $
- ----------------------------------------------------------------------------------------------
                                                          $                   $
- ----------------------------------------------------------------------------------------------
                                                          $                   $
- ----------------------------------------------------------------------------------------------


12. The corporation states that the address of its registered office and the
    address of the business office of its resident agent are identical. Any
    changes were authorized by resolution duly adopted by its board of
    directors, except when filed by the resident agent to change the address of
    the registered office.

                                Signed this 21st day of January, 1991.

 COMPLETE                       By /s/ Barbara Brehm
BOTH SIDES                           -----------------------------------------
                                     (SIGNATURE OF AUTHORIZED OFFICER OR AGENT)*

                                          Barbara Brehm, Resident Agent
                                   -------------------------------------------
                                         (Type of Print Name and Title)

                                *If item 10 is completed, this report must
                                be signed by the president, vice-president,
                                chairperson, vice-chairperson, secretary or
                                assistant secretary of the corporation. If
                                only the registered office address is
                                changed, it may be signed by the resident
JAN 22 1991                     agent.


GOLD SEAL APPEARS ONLY ON ORIGINAL



13. The following is a statement of assets and liabilities as shown by the books
    of the corporation of December 31, 1990 or __________________ (close of
    fiscal year next preceding May 15, 1991) listed separately as to property
    within and without Michigan. The balance sheet of a Michigan corporation
    must be the same balance sheet as furnished to shareholders.



                                                     WITHIN      WITHOUT
ASSETS                             TOTAL            MICHIGAN     MICHIGAN       LIABILITIES AND EQUITY
- ------                             -----            --------     --------       ----------------------
                                                                                                          
 Cash                                  250                                       Notes and Accounts Payable, Trade          766,908
     ----------------------------------------------------------------------------                                 -----------------
 Notes and Accounts Receivable   1,153,836                                       Notes and Accounts Payable, Other
                              ---------------------------------------------------                                 -----------------
 Inventories                     1,811,731                                       Accrued Expenses                           694,275
            ---------------------------------------------------------------------                ----------------------------------
 Prepaid Expenses                    6,632                                       Long Term Indebtedness                  16,605,843
                 ----------------------------------------------------------------                      ----------------------------
 Non-current Notes and
  Account Receivable                                                             Reserves and Contingent Liabilities
                    -------------------------------------------------------------                                  ----------------
 Land                               10,152                                       Deferred Income Tax                      (153, 000)
     ----------------------------------------------------------------------------                  --------------------------------
 Depreciable Assets
     Machinery and Equipment    16,762,693
                            -------------------------------------------------------------------------------------------------------
     Furniture and Fixtures        169,350
                           --------------------------------------------------------------------------------------------------------
     Buildings                   3,544,398                                       Stockholders Equity
              -------------------------------------------------------------------                   -------------------------------
     Other                                                                           Common Stock                           177,525
          -----------------------------------------------------------------------                ----------------------------------
                                                                                     Preferred Stock
     ----------------------------------------------------------------------------

     ----------------------------------------------------------------------------
     Less Depreciation          2,436, 865
                      -----------------------------------------------------------
     Net Depreciable Assets     18,049,728                                           Additional Paid-in Capital               4,360
                           ------------------------------------------------------                          ------------------------
Investments                                                                          Retained Earnings (deficit)          2,926,266
     Investments in Subsidiaries                                                     Other
                                -------------------------------------------------          ----------------------------------------
     Other Investments                                                                Total Stockholders Equity           3,108,151
                      -----------------------------------------------------------                              --------------------
Other Assets                                        21,022,177      -0-
            ---------------------------------------------------------------------
TOTAL ASSETS                    21,022, 177                                       TOTAL LIABILITIES & EQUITY             21,022,177


14. Corporate Officers and Directors.



- --------------------------------------------------------------------------------------------
                 OFFICE               NAME, STREET & NUMBER, CITY, STATE & ZIP CODE
- --------------------------------------------------------------------------------------------
                           
               President         Ray H. Witt, 30333 Southfield Rd., Southfield, MI 48076
If Different---------------------------------------------------------------------------------
   than        Secretary         Richard A. Nawrocki, 30333 "   "       "       "    "
President   ---------------------------------------------------------------------------------
               Treasurer           "         "          "       "       "       "    "
            ---------------------------------------------------------------------------------
               Vice-President   O. R. Tate,   1500 4th Ave., Cadillac MI 49601
- ---------------------------------------------------------------------------------------------
If Different   Director         Ben S. Head, 30333 Southfield Rd., Southfield, MI 48076
   than     ---------------------------------------------------------------------------------
Officers       Director
- --------------------------------------------------------------------------------------------
               Director
- --------------------------------------------------------------------------------------------
               Director
- ---------------------------------------------------------------------------------------------


15. Principal business office, and, if different, principal place of business in
    Michigan: 1500 4th Ave., Cadillac MI 49601

16. Nature and type of business in which corporation is engaged: Iron Casting
    Foundry

17. a. Name of parent corporation: CMI-International, Inc., Southfield, MI 48076

    b. List any subsidiary corporations:

After filling, this report is open to reasonable inspection by the public
pursuant to Section 915 of the Act, Public Acts of 1972, as amended.

Filing Fee $15.00 (without              RETURN TO:
        Change of agent or                 DEPARTMENT OF COMMERCE
        registered office)                 CORPORATION AND SECURITIES BUREAU
Filing Fee $20.00 (with                    CORPORATION DIVISION
        change of agent or                 6546 MERCANTILE WAY
        registered office                  P.O. BOX 30057
        in item 10)                        LANSING, MICHIGAN 48909
MAKE REMITTANCE PAYABLE TO:
           "STATE OF MICHIGAN"
Include Corporation Name and CID
           Number on Check or
           Money Order

 GOLD SEAL APPEARS ONLY ON ORIGINAL




Required by Section 911, Act 284, Public                     1992
Acts of 1972. Failure to file this report           MICHIGAN ANNUAL REPORT
may result in the automatic                           PROFIT CORPORATIONS
dissolution/revocation of the corporation.

 This report must be filed by all profit
 corporations no later than MAY 15, 1992.
 Show the corporate condition at the close of
 business on December 31 or upon the closing
 date of the latest corporate fiscal year               CORPORATION NUMBER
 prior to May 15, 1992 (enter date below).                    103954
 Only those corporations incorporated or
 admitted after December 31, 1991 are exempt
 from filing. This report will be open to
 reasonable public inspection pursuant to
 Section 915, Act 284 of 1972, as amended.

- --------------------------------------------------------------------------------
            Corporate condition on      If the Resident Agent or the           7
            DECEMBER 31, 1991 or        Registered Office has changed enter    8
            fiscal year ending: 5/31/91 the corrections below - and add $5.00  9
                                        to the $15.00 filing fee.
- --------------------------------------------------------------------------------
                                             FILED BY DEPARTMENT MAY 1992

1. Corporate Name                      1a. Mailing address of registered office
                                           if different than 1 (Domestic Corps
                                           Only)
   CMI-CAST PARTS, INC.
   1500 FOURTH AVE., P.O. BOX 40
   CADILLAC                   MI
                 49601
- --------------------------------------------------------------------------------
2. Resident Agent                      2a. Resident Agent if different than 2

   BARBARA BREHM                           Richard A. Nawrocki
- --------------------------------------------------------------------------------
3. Registered Office Address in        3a. Address of registered office if
   Michigan- NO., STREET, CITY, ZIP        different from 3-NO., STREET, CITY,
   1500 FOURTH AVE., P.O. BOX 40           ZIP
   CADILLAC                   49601        30333 Southfield Road
                                           Southfield,MI 48076
- --------------------------------------------------------------------------------
4. Federal Employer No.   5. Term of Existence (if not   6. The Act Under Which
                             perpetual)                     Incorporated (if
   38-0392940                        PERPETUAL                 other than 1931,
                                                            P.A. 327 or 1982,
                                                            P.A. 162)
                                                               084-1921
- --------------------------------------------------------------------------------
7. State of Incorporation   8. Incorporation Date        9. Date of Admittance
                                                           (Foreign Corporation)
            MI                     06/01/1992
- --------------------------------------------------------------------------------
10. State the nature and type of business in which the corporation is engaged:
                       Manufacture of Castings
- --------------------------------------------------------------------------------
11. Principal business office, and if   12a. Name of parent corporation:
    different, principal place of
    business in Michigan:                      CMI INTERNATIONAL, INC.

         230 Tenth Street               12b. List all subsidiary corporations:
           Cadillac,
           MI 49601                                      None
- --------------------------------------------------------------------------------
13. Corporate Stock Report-Total Authorized Shares (not merely outstanding)
- --------------------------------------------------------------------------------



- --------------------------------------------------------------------------------------
Type of Stock    Number of Shares Authorized    Amount Subscribed       Amount Paid-in
- --------------------------------------------------------------------------------------
                                                               
COMMON                 5,000.000                $                       $    143,225
- --------------------------------------------------------------------------------------
                                                $                       $
- --------------------------------------------------------------------------------------
                                                $                       $
- --------------------------------------------------------------------------------------
                                                $                       $
- --------------------------------------------------------------------------------------
                                                $                       $
- --------------------------------------------------------------------------------------


  The Corporation states
  that the address of its
  registered office and the           Signed this 4th day of May, 1991
  address of the business
  office of its resident
  agent are identical. Any
  changes were authorized by
  resolution duly adopted by
  its board of directors,
  except when filed by the
  resident agent to change
  the address of the
  registered office.

* IF THE RESIDENT AGENT OR
  REGISTERED OFFICE IS
  CHANGED, THIS REPORT MUST
  BE SIGNED BY EITHER THE
  PRESIDENT, VICE-PRESIDENT,
  CHAIRPERSON,
  VICE-CHAIRPERSON,               By /s/ Larry Schwarter
  SECRETARY, OR ASSISTANT            -----------------------------------------
  SECRETARY OF THE                   (Signature of Authorized Officer or Agent)*
  CORPORATION. IF ONLY THE
  ADDRESS OF THE REGISTERED
  OFFICE IS CHANGED, THIS         By /s/ Larry Schwarter  Secretary
  REPORT MAY BE SIGNED BY            -----------------------------------------
  THE RESIDENT AGENT.                 (Type or Print Name and Title)

COMPLETE BOTH SIDES

GOLD SEAL APPEARS ONLY ON ORIGINAL


14. The following is a statement of the assets and liabilities, within and
    outside Michigan, as shown by the books of the corporation on December 31,
    1991 or 5/31/91 (enter the closing date of the latest corporate fiscal year
    prior to May 15, 1992). The balance sheet of a Michigan corporation must be
    the same as furnished to shareholders.



               ASSETS                        TOTAL    WITHIN MICHIGAN  OUTSIDE MICHIGAN
                                                              
CASH                                                       114,727
    -----------------------------------------------------------------------------------
NOTES AND ACCOUNTS RECEIVABLE                            2,822,558
                             ----------------------------------------------------------
INVENTORIES                                              1,086,361
           ----------------------------------------------------------------------------
PREPAID EXPENSES                                           867,727
                -----------------------------------------------------------------------
NON-CURRENT NOTES AND ACCOUNTS RECEIVABLE
                                         ----------------------------------------------

LAND                                                       528,426
    -----------------------------------------------------------------------------------
DEPRECIABLE ASSETS

  Machinery and Equipment                               23,985,236
                         --------------------------------------------------------------
  Furniture and Fixtures                                   248,447
                        ---------------------------------------------------------------
  Buildings                                              3,450,354
           ----------------------------------------------------------------------------
  Other                                                    162,916
       --------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------
  Less Depreciation                                      2,615,187
                   --------------------------------------------------------------------
  Net Depreciable Assets                                25,231,766
                        ---------------------------------------------------------------

INVESTMENTS

  Investments in Subsidiaries
                             ----------------------------------------------------------
  Other Investments
                   --------------------------------------------------------------------
OTHER ASSETS                                             175,231
              -------------------------------------------------------------------------
  TOTAL ASSETS                                          30,826,796
              -------------------------------------------------------------------------


                                       
LIABILITIES AND EQUITY

NOTES AND ACCOUNTS PAYABLE, TRADE          1,988,956
                                 -------------------
NOTES AND ACCOUNTS PAYABLE, OTHER            342,657
                                 -------------------
ACCRUED EXPENSES                             574,732
                ------------------------------------
LONG TERM INDEBTEDNESS                    24,362,588
                      ------------------------------

RESERVES AND CONTINGENT LIABILITIES
    Deferred Income Tax                       45,000
                       -----------------------------

STOCKHOLDERS EQUITY
    Common Stock                             143,225
                ------------------------------------
    Preferred Stock                                1
                   ---------------------------------
    Additional Paid-In Capital                 3,518
                              ----------------------
    Retained Earnings (deficit)              2911636
                              ----------------------
    Other Liabilities                        454,484
                     -------------------------------
        Total Stockholders Equity          3,058,379
                                --------------------
TOTAL LIABILITIES & EQUITY                30,826,796
                          --------------------------



15. Corporate Officers and Directors (Name, Street Address, City, State, ZIP
    Code)

                                 
- ------------------------------------------------------------------------------------------------------
                     President         Ray H. Witt, 30333 Southfield Rd., Southfield, MI 48076
- ------------------------------------------------------------------------------------------------------
                     Secretary         Larry D. Schwentor, 30333 Southfield Rd., Southfield, MI 48076
                     ---------------------------------------------------------------------------------
If Different         Treasurer         Richard A. Nawrocki, 30333 Southfield Rd., Southfield, MI 48076
than President       ---------------------------------------------------------------------------------
                     Vice-President    Malcolm Engleby, 30333 Southfield Rd., Southfield, MI 48076
- ------------------------------------------------------------------------------------------------------
                     Director          Ray H. Witt, 30333 Southfield Rd., Southfield, MI 48076
                     ---------------------------------------------------------------------------------
If Different         Director          Gary F. Ruff, 30333 Southfield Rd., Southfield, MI 48076
than Officers        ---------------------------------------------------------------------------------
                     Director          Richard A. Nawrocki, 30333 Southfield Rd., Southfield, MI 48076
                     ---------------------------------------------------------------------------------
                     Director
- ------------------------------------------------------------------------------------------------------



[ILLEGIBLE]  $15.00-without change of agent or registered office.
             $20.00-with change of agent or registered office.
             Include Corporate Name and CID Number on Check or
             Money Order Payable to: "STATE OF MICHIGAN".

[ILLEGIBLE]  Michigan Department of Commerce
             Corporation and Securities Bureau
             Corporation Division
             6546 Mercantile Way
             P.O. Box 30057
             Lansing, Michigan 48909

GOLD SEAL APPEARS ONLY ON ORIGINAL



             MICHIGAN ANNUAL REPORT - LIST OF ADDITIONAL DIRECTORS

NAME OF CORPORATION CMI-Cast Parts, Inc
CID # 103954

NAME AND ADDRESS:

Terry Franklin, Vice President, 30333 Southfield Rd., Southfield MI 48076
- --------------------------------------------------------------------------------
Gary F. Ruff, Executive V.P., 30333 Southfield Rd., Southfield, MI 48076
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

GOLD SEAL APPEARS ONLY ON ORIGINAL


- --------------------------------------------------------------------------------
             MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
              CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received                                    (FOR BUREAU USE ONLY)
 JUN 21 1999

- ----------------------------------------                    FILED
Name
                                                         JUN 21 1999
            517-663-2525 Ref # 94118
Address     Attn: Cheryl J. Bixby                       Administrator
            MICHIGAN RUNNER SERVICE          CORP. SECURITIES & LAND DEV. BUREAU

City        P.O. Box 266
            Eaton Rapids, MI 48827          EFFECTIVE DATE:
- ----------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

           CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
                     FOR USE BY DOMESTIC PROFIT CORPORATIONS
          (Please read information and instructions on the last page)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:

1.  The present name of the corporation is: CMI-CAST PARTS, INC.

2.  The identification number assigned by the Bureau is:  103-954

3.  The location of its registered office is:

1500 Fourth Avenue, P.O. Box 40        Cadillac, Michigan    49601
- -----------------------------------------------           -----------
       (Street Address)                 (City)             (ZIP Code)

4.  Article I of the Articles of Incorporation is hereby amended to read as
    follows:

    The name of the corporation is HAYES LEMMERZ INTERNATIONAL-CADILLAC, INC.

Article IV of the Articles of Incorporation is hereby amended to read as
follows:

1.  The address of the registered office is 15300 Centennial Drive, Northville,
    Michigan 48167.

3.  The name of the resident agent at the registered office is Patrick B. Carey.

GOLD SEAL APPEARS ONLY ON ORIGINAL



5.  (FOR AMENDMENTS ADOPTED BY UNANIMOUS CONSENT OF INCORPORATORS BEFORE THE
    FIRST MEETING OF THE BOARD OF DIRECTORS OR TRUSTEES.)

    The foregoing amendment to the Articles of Incorporation was duly adopted on
    the ___________day of ___________, 19_____, in accordance with the
    provisions of the Act by the unanimous consent of the incorporator(s) before
    the first meeting of the Board of Directors or Trustees.

    Signed this _____________ day of ________________, 19____.

    ____________________________         ______________________________
           (Signature)                            (Signature)

    ____________________________         _________________________________
        (Type or Print Name)                   (Type or Print Name)

    ____________________________         ______________________________
           (Signature)                            (Signature)

    ____________________________         _________________________________
        (Type or Print Name)                   (Type or Print Name)

6.  (FOR PROFIT CORPORATIONS, AND FOR NONPROFIT CORPORATIONS WHOSE ARTICLES
    STATE THE CORPORATION IS ORGANIZED ON A STOCK OR ON A MEMBERSHIP BASIS.)

    The foregoing amendment to the Articles of Incorporation was duly adopted on
    the 30th day of April, 1999 by the shareholders if a profit corporation, or
    by the shareholders or members if a nonprofit corporation (check one of the
    following)

    [ ] at a meeting. The necessary votes were cast in favor of the amendment.

    [ ] by written consent of the shareholders or members having not less than
        the minimum number of votes required by statute in accordance with
        Section 407(1) and (2) of the Act if a nonprofit corporation, or Section
        407(1) of the Act if a profit corporation. Written notice to
        shareholders or members who have not consented in writing has been
        given. (Note: Written consent by less than all of the shareholders or
        members is permitted only if such provision appears in the Articles of
        Incorporation.)

    [X] by written consent of all the shareholders or members entitled to vote
        in accordance with section 407(3) of the Act if a nonprofit corporation,
        or Section 407(2) of the Act if a profit corporation.

                       Signed this 17th day of June, 1999

                       By /s/ [ILLEGIBLE]
                          ------------------------------------------------------
                               (Signature of President, Vice-President,
                                   Chairperson, Vice-Chairperson)

      William D. Shovers                                Vice-President
     --------------------------------------------------------------------
     (Type or Print Name)                           (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL



- --------------------------------------------------------------------------------
              MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
              CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date received                                    (FOR BUREAU USE ONLY)
 JUN 28 1999

                                                           FILED

                                                        JUN 28 1999

- ----------------------------------------
517-663-2525 Ref # 94366
Attn: Cheryl J. Bixby                                  Administrator
MICHIGAN RUNNER SERVICE                     CORP., SECURITIES & LAND DEV. BUREAU
P.O. BOX 266
Eaton Rapids, MI 48827                      EXPIRATION DATE: DECEMBER 31, 2004
- ----------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

                          CERTIFICATE OF ASSUMED NAME
 FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES

           (Please read information and Instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or limited
liability company in item one executes the following Certificate:

1.  The true name of the corporation, limited partnership, or limited liability
    company is:
    HAYES LEMMERZ INTERNATIONAL-CADILLAC, INC.

2.  The identification number assigned by the Bureau is:  103-954

3.  The location of the corporation or limited liability company registered
    office in Michigan or the office at which the limited partnership records
    are maintained is:

   15300 Centennial Drive           Northville   Michigan        48167
   -----------------------------------------------------------------------------
     (Street Address)                 (City)      (State)      (ZIP Code)

4.  The assumed name under which business is to be transacted is:

    CMI - CAST PARTS, INC.

    COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE
    ENTITY.

                       Signed this 17th day of June 1999

                       By /s/ [ILLEGIBLE]
                          -------------------------------
                                   (Signature)

      William D. Shovers                                 Vice President
     -------------------                              ---------------------
     (Type or Print Name)                             (Type or Print Title)

     __________________________________________________________________________
- -    (Limited Partnership Only [ILLEGIBLE] Indicate Name of General Partner if
                           a corporation or Other Entity)

GOLD SEAL APPEARS ONLY ON ORIGINAL

BCS/CD-520(Rev.06/01)
- --------------------------------------------------------------------------------
               MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
                          BUREAU OF COMMERCIAL SERVICES
- --------------------------------------------------------------------------------
  Date Received            (FOR BUREAU USE ONLY)               FILED

- -----------------                                           APR 22 2002
                  This document is effective
                  on the date filed, unless a            CIS Administrator
                  subsequent effective date        BUREAU OF COMMERCIAL SERVICES
                  within 90 days after received             [ILLEGIBLE]
                  date is stated in the document.
- -------------------------------------------------
Name
  Kelly Brushaber
- -------------------------------------------------
Address
  15300 Centennial Drive
- -------------------------------------------------
City                 State         Zip Code
  Northville          MI            48167          EFFECTIVE DATE:
- -------------------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE. -
   IF LEFT BLANK DOCUMENT WILL BE MAILED TO THE REGISTERED OFFICE.

   CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT
  FOR USE BY DOMESTIC AND FOREIGN CORPORATIONS AND LIMITED LIABILITY COMPANIES
           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act 23,
Public Acts of 1993 (limited liability companies), the undersigned corporation
or limited liability company executes the following Certificate:

1.   The name of the corporation or limited liability company is:

         Hayes Lemmerz International - Cadillac, Inc.

2.   The identification number assigned by the Bureau is:  103-954

3.   a. The name of the resident agent on file with the Bureau is:
        Patrick B. Carey

     b. The location of the registered office on file with the Bureau is:

          15300 Centennial Drive, Northville, Michigan   48167
        ------------------------------------           ----------
            (Street Address)       (City)              (ZIP Code)

     c. The mailing address of the above registered office on file with the
        Bureau is:

                Same as above               , Michigan
        ------------------------------------           ----------
        (Street Address or P.O. Box) (City)            (ZIP Code)

  ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD

4.   a. The name of the resident agent is: Patrick C. Cauley

     b. The address of the registered office is:

          15300 Centennial Drive, Northville, Michigan   48167
        ------------------------------------           ----------
            (Street Address)       (City)              (ZIP Code)

     c. The mailing address of the registered office IF DIFFERENT THAN 4B is:

                                            , Michigan
        ------------------------------------           ----------
        (Street Address or P.O. Box) (City)            (ZIP Code)

5.   The above changes were authorized by resolution duly adopted by: 1. ALL
     CORPORATIONS: its Board of Directors; 2. PROFIT CORPORATIONS ONLY: the
     resident agent if only the address of the registered office is changed. In
     which case a copy of this statement has been mailed to the corporation; 3.
     LIMITED LIABILITY COMPANIES: an operating agreement, affirmative vote of a
     majority of the members pursuant to section 502(1), managers pursuant to
     section 405, or the resident agent if only the address of the registered
     office is changed.

6.   The corporation or limited liability company further states that the
     address of its registered office and the address of its resident agent, as
     changed, are identical.

Signature                 Type or Print Name and Title         Date Signed

/s/ [ILLEGIBLE]           Larry Karenko, Vice President        April 9, 2002

GOLD SEAL APPEARS ONLY ON ORIGINAL

EX-3.48

                                                                    EXHIBIT 3.48

                                    BY-LAWS

                                       OF

                              CMI-CAST PARTS, INC.

                             A MICHIGAN CORPORATION

                    (INCLUDING ALL AMENDMENTS AS OF 1/14/94)

1.       SHAREHOLDERS' MEETING

         1.1      ANNUAL MEETING. The annual meeting of the Shareholders shall
be held in each year after the expiration of the fiscal year of the corporation
at such time and place as shall be determined by the Board of Directors, for the
purpose of electing Directors and of transacting such other business as may
properly be brought before the meeting.

         1.2      SPECIAL MEETINGS. A Special Meeting of the Shareholders may be
called to be held at such time and place as may be designated by the Chairperson
of the Board, a majority of the Board of Directors, or not less than an
aggregate of ten percent (10%) of the outstanding shares of stock of the
Corporation having the right to vote at such Special Meeting.

         1.3      NOTICE OF MEETINGS. Written notice of the time, place and
purposes of every meeting of the Shareholders of this Corporation shall be
given, either personally or by mail, not less than ten (10) nor more than sixty
(60) days before said meeting to each Shareholder of record of the Corporation
entitled to vote at such meeting. Notices shall state the authority pursuant to
which they are issued as, "by order of" the "Chairperson of the Board", "Board
of Directors", or "Shareholders".

         1.4      WAIVER OF NOTICE. Notice of the time, place and purpose of any
meeting of the Shareholders of this Corporation may be waived by telegram,
radiogram, cablegram, or other writing either before or after such meeting has
been held.

                  A Shareholder's attendance at a meeting of Shareholders, in
person or by proxy, will result in (a) a waiver of objection to lack of notice
or defective notice of the meeting unless the Shareholder at the beginning of
the meeting objects to holding the meeting or transacting business at the
meeting and (b) waiver of objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes described in the meeting
notice, unless the Shareholder objects to considering the matter when it is
presented.



         1.5      QUORUM. At every meeting of the Shareholders, the holders of
record of a majority of the outstanding shares of stock of the Corporation
entitled to vote at such meeting, whether present in person or represented by
proxy, shall constitute a quorum.

         1.6      RECORD DATE. The Board of Directors may fix in advance a date
not exceeding sixty (60) days nor less than ten (10) days preceding the original
date fixed for any meeting of Shareholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, as a record
date for the determination of the Shareholders entitled to notice of, and to
vote at, any such meeting, or entitled to receive payment of any such dividend,
or to any such allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock. In such case, such
Shareholders and only such Shareholders as shall be Shareholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of nay stock on the books of the Corporation or otherwise after any
such record date is fixed as aforesaid. Nothing in this Section shall affect the
rights of a Shareholder and his/her transferee or transferor as between
themselves.

         1.7      VOTING RIGHTS. At all times, each holder of record of the
common stock of the Corporation shall be entitled to one vote for each share of
common stock standing in his/her name on the books of the Corporation, subject,
however, to the full effect of the limitations imposed by the fixed record date
for determination of Shareholders set forth elsewhere in this Article.

         1.8      VOTE BY SHAREHOLDER CORPORATION. Shares standing in the name
of another domestic or foreign corporation may be voted by an officer or agent,
or by proxy appointed by an officer or agent of such corporation.

         1.9      ACTION BY UNANIMOUS WRITTEN CONSENT. Any action required or
permitted to be taken at an Annual or Special Meeting of Shareholders may be
taken without a meeting, without prior notice and without a vote, if before or
after the action all the Shareholders entitled to vote thereon consent thereto
in writing.

         1.10     ELECTRONIC PARTICIPATION. A Shareholder may participate in a
meeting of Shareholders by a conference telephone or by other similar
communications equipment through which all persons participating in the meeting
may communicate with the other participants. All participants shall be advised
of the communications equipment and the names of the participants in the

                                        2



conference shall be divulged to all participants. Participation in a meeting
pursuant to this Section constitutes presence in person at the meeting.

2.       SHARES

         2.1      CERTIFICATES. Every Shareholder of this Corporation shall be
entitled to a certificate of his or her shares signed by the Chairperson of the
Board, Vice-Chairperson of the Board, President or a Vice-President and which
may also be signed by another officer of the Corporation. Each such certificate
shall state on its face that the Corporation is formed under the laws of this
state, the name of the person to whom issued, the number and class of Shares,
and the designation of the series, if any, which the certificate represents.

3.       BOARD OF DIRECTORS

         3.1      NUMBER AND TERM OF OFFICE. The business, property and affairs
of the Corporation shall be managed by a Board of Directors composed of one (1)
or more members who need not be Shareholders. The number of Directors for the
Board of Directors shall be determined by a majority vote of the Shareholders.
The first Board of Directors shall hold office until the first annual meeting
of Shareholders. At the first annual meeting of Shareholders and at each annual
meeting thereafter, the Shareholders shall elect Directors to hold office until
the succeeding annual meeting. A Director shall hold office for the term for
which he or she is elected and until his or her successor is elected and
qualified, or until his or her resignation or removal. A Director may resign by
written notice to the Corporation. The resignation is effective upon its receipt
by the Corporation or a later time as set forth in the notice of resignation.

         3.2      VACANCIES. A vacancy occurring in the Board may be filled by
the Shareholders or the Board. A vacancy filled by the Board may be filled for a
term of office continuing only until the next election of Directors by the
Shareholders.

         3.3      ANNUAL MEETINGS. At the place of holding the annual meeting of
Shareholders and immediately following the same, the Board of Directors as
constituted upon final adjournment of such Shareholder meeting shall convene
without notice for the purpose of electing officers and transacting any other
business properly brought before it; provided, that the annual meeting in any
year may be held at a different time and place than that herein provided by
consent of a majority of the Directors of such new Board.

         3.4      REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such time and place as the Board of

                                        3



Directors shall from time to time determine by resolution of the Board of
Directors or by waiver of notice and consent. No notice of regular meetings of
the board shall be required.

         3.5      SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairperson of the Board or a majority of the Directors in
office at the time of the call, whenever in his/her or their judgment it may be
necessary, by giving reasonable notice, either personally or by mail or
telegram, of the time and place of such meeting. Any action taken at any such
meeting shall not be invalidated for want of notice if such notice shall be
waived as herein provided.

         3.6      WAIVER OF NOTICE. Notice of the time and place of any meeting
of the Board of Directors may be waived in writing or by telegram, radiogram, or
cablegram, either before or after such meeting has been held. A Director's
attendance at or participation in a meeting waves any required notice to him or
her of the meeting unless he or she at the beginning of the meeting, or upon his
or her arrival, objects to the meeting or the transacting of business at the
meeting and does not thereafter vote for or assent to any action taken at the
meeting.

         3.7      PURPOSE. Neither the business to be transacted nor the purpose
of a regular or special meeting need be specified in the notice or waiver of
notice of the meeting.

         3.8      ELECTRONIC PARTICIPATION. A Director may participate in a
meeting of the Board or of any committee designated by the Board by means of a
conference telephone or similar communications equipment through which all
persons participating in the meeting can communicate with the other
participants. Participation in a meeting pursuant to this subsection constitutes
presence in person at the meeting.

         3.9      QUORUM. A majority of the Directors then in office, or of the
members of a committee thereof, constitutes a quorum for the transaction of
business. If there shall be less than a quorum present at any meeting of the
Board of Directors, a majority of the Directors present may adjourn the meeting
from time to time without notice other than announcement at the meeting until a
quorum shall be present, at which time any business may be transacted which
might have been transacted at the meeting as first convened had there been a
quorum present. The vote or the majority of the Directors present at any meeting
of the Board or committee thereof at which a quorum is present constitutes the
action of the Board or of the committee except that amendment of these by-Laws
requires the vote of not less than a majority of the members of the Board then
in office.

         3.10     ACTION BY UNANIMOUS WRITTEN CONSENT. Action required or
permitted to be taken pursuant to authorization voted at a

                                        4



meeting of the Board or a committee thereof, may be taken without a meeting if,
before or after the action, all members of the Board then in office or of the
committee consent to the action in writing. The written consents shall be filed
with the minutes of the proceedings of the Board or the committee. The consent
has the same effect as a vote of the Board or committee for all purposes.

         3.11     ELECTION OF OFFICERS. The Board of Directors of the
Corporation shall elect or appoint a president, a secretary and a treasurer and
may elect or appoint a chairman of the board. None of said officers, except the
chairman of the board, need be a director. The Board of Directors shall have the
power to appoint such other officers and agents as the board may deem necessary
for the transaction of the business of the Corporation, including the power to
appoint one or more vice-presidents and one or more attorneys-in-fact.

4.       OFFICERS

         4.1      OFFICERS. The officers of the Corporation shall consist of a
president, secretary, treasurer and, if approved by the Board, a chairperson of
the Board, one or more vice-presidents and such other officers as may be
determined by the Board.

         4.2      CHAIRPERSON OF THE BOARD. The Chairperson of the Board shall
be selected by and from the membership of the Board of Directors. He/She shall
preside at all meetings of the Shareholders and of the Board of Directors.

         4.3      PRESIDENT. The President shall be the chief executive officer
of the Corporation. He/she shall, subject to the control of the Board of
Directors, have general and active management of the business of the
Corporation, with such general powers and duties of supervision and management
as are usually vested in the office of president of a corporation. He/she shall
see that all orders and resolutions of the Board of Directors are carried into
effect, and shall have such other powers and duties as may be assigned to
him/her by the Board of Directors.

         4.4      VICE-PRESIDENTS. The Board of Directors may select one or more
vice-president who, subject to the control of the president, shall have such
powers and duties as may be assigned to each of them by the Board of Directors.

         4.5      SECRETARY. The Secretary shall be selected by the Board of
Directors. Subject to the control of the Chairperson of the Board, he/she shall
attend all meetings of Shareholders and of the Board of Directors, and shall
preserve in books of the Corporation, true minutes of the proceedings of all
such meetings. He/she shall have such additional powers and duties as may be
assigned to him/her by the Board of Directors.

                                        5



         4.6      TREASURER. The Treasurer shall be selected by the Board of
Directors. Subject to the control of the President, he/she shall have custody of
all corporate funds and securities, and shall keep in books belonging to the
Corporation full and accurate accounts of all receipts and disbursements. He/she
shall deposit all monies, securities and other valuable effects in the name of
the Corporation in such depositories as may be designated for the purpose by the
Board of Directors. He/she shall disburse the funds of the Corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the Chairperson of the Board and the Directors at regular meetings of
the Board and whenever requested by them and to the President, an account of all
his transactions as Treasurer. He/she shall in general perform all duties
incident to the office of treasurer, and shall have such additional powers and
duties as may be assigned to him/her by the Board of Directors.

         4.7      TERM; REMOVAL OF OFFICERS AND AGENTS; RESIGNATION. An officer
elected or appointed as herein provided shall hold office for the term for
which he or she is elected or appointed and until his/her successor is elected
or appointed and qualified, or until his/her resignation or removal. Any officer
or agent may be removed by the Board of Directors at any time, with or without
cause. The removal of an officer shall be without prejudice to his contract
rights, if any. The election or appointment of an officer does not of itself
create contract rights. An officer may resign by written notice to the
Corporation. The resignation is effective upon its receipt by the Corporation or
at a subsequent time specified in the notice of resignation.

5.       EXECUTION OF INSTRUMENTS

         5.1      MONEY INSTRUMENTS. All checks, drafts and orders for payment
of money shall be signed in the name of the Corporation by such officer(s) or
agent(s) and in such manner including the use of facsimile signatures as the
Board of Directors shall from time to time designate for that purpose.

         5.2      OTHER INSTRUMENTS. The Board of Directors shall have power to
designate the officers and agents (or a single officer or agent) who shall have
authority to execute any contract, conveyance or other instrument or document on
behalf of the Corporation. When the execution of any contract, conveyance or
other instrument or document has been authorized without specification of the
executing officers, the Chairperson of the Board or President may execute the
same in the name and on behalf of the Corporation, or any Vice-President, and
the Secretary or Assistant Secretary may execute the same in the name and on
behalf of the Corporation.

                                        6



6.       INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES

         6.1      THIRD-PARTY PROCEEDING. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he/she is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him/her in connection with
such action, suit or proceeding if he/she acted in good faith and in a manner
he/she reasonably believed to be in or not opposed to the best interests of the
Corporation or its Shareholders, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his/her conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he/she reasonably believed to be in or not opposed to the best
interests of the Corporation or its Shareholders, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his/her
conduct was unlawful.

         6.2      DERIVATIVE SHAREHOLDER LIABILITY. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he/she
is or was a director, officer, employee or agent of the Corporation or is or
was serving at the request of the Corporation as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, whether for profit or
not, against expenses (including attorneys' fees) and amounts paid in settlement
actually and reasonably incurred by the person in connection with the action or
suit if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the Corporation or its
Shareholders; except that no indemnification shall be made for any claim, issue
or matter in which the person has been found liable to the Corporation except to
the extent ordered by a court of competent jurisdiction.

                                        7



7.       AMENDMENT OF BY-LAWS

         These by-laws may be altered; amended, added to, rescinded or repealed
by the affirmative vote of a majority of the Shares entitled to vote or, except
insofar as exercise of such power shall be contrary to the Articles of
Incorporation, by the Board of Directors.

                                        8

EX-3.49

                                                                    EXHIBIT 3.49

- --------------------------------------------------------------------------------
       MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
Date Received       Adjusted per telephone            (FOR BUREAU USE ONLY)
JAN 20 1994         authorization from
                    David Tennent                            FILED

                                                          JAN 27 1994

                                                        Administrator
                                                 MICHIGAN DEPARTMENT OF COMMERCE
                                                 Corporation & Securities Bureau

- ---------------------------------------
Name
         David L. Tennent
- ---------------------------------------
Address
         801 W. Big Beaver Rd, Ste. 500
- ---------------------------------------
City            State      Zip Code
         Troy    MI         48084                     EFFECTIVE DATE:
- ---------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE. -

                      RESTATED ARTICLES OF INCORPORATION
                    FOR USE BY DOMESTIC PROFIT CORPORATIONS
            (Please read information and instructions on last page)

         Pursuant to the provisions of Act 284, Public Acts of 1972, the
undersigned corporation executes the following Articles:

1. The present name of the corporation is: CMI-EQUIPMENT & ENGINEERING, INC.

2. The Corporation identification number assigned by the Bureau is: 123-202

3. All former names of the corporation are: SEATON ENGINNERING COMPANY
                                            SEATON-SSK ENGINEERING, INC.

4. The date of filing the original Articles of Incorporation was: 4/25/73

         The following Restated Articles of Incorporation supersede the Articles
         of Incorporation as amended and shall be the Articles of Incorporation
         for the corporation:

ARTICLE I

The name of the corporation is: CMI-EQUIPMENT & ENGINEERING, INC.

ARTICLE II

The purpose of purposes for which the corporation is formed are: To engage in
   any activity within the purposes for which corporations may be formed under
   the Business Corporation Act of Michigan.

GOLD SEAL APPEARS ONLY ON ORIGINAL



ARTICLE III

The total authorized shares:

   Common shares 50,000               Preferred shares _________________________

   A statement of all or any of the relative rights, preferences and limitations
   of the shares of each class is as follows:

ARTICLE IV

1. The address of the current registered office is:

     30333 Southfield Road         Southfield, Michigan   48076
     ----------------------------------------           ---------
        (STREET ADDRESS)             (CITY)             (ZIP CODE)

2. The mailing address of the current registered office if different than above:

                                              , Michigan
     -----------------------------------------           ---------
       (P.O. BOX)                   (CITY)               (ZIP CODE)

3. The name of the current resident agent is: Ray H. Witt

ARTICLE V (OPTIONAL. DELETE IF NOT APPLICABLE.)

When a compromise or arrangement or a plan of reorganization of this corporation
is proposed between this corporation and its creditors or any class of them or
between this corporation and its shareholders or any class of them, a court of
equity jurisdiction within the state, on application of this corporation or of a
creditor or shareholder thereof, or on application of a receiver appointed for
the corporation, may order a meeting of the creditors or class of creditors or
of the shareholders or class of shareholders to be affected by the proposed
compromise or arrangement or reorganization, to be summoned in such manner as
the court directs. If a majority in number representing 3/4 in value of the
creditors or class of creditors, or of the shareholders or class of shareholders
to be affected by the proposed compromise or arrangement or a reorganization,
agree to a compromise or arrangement or a reorganization of this corporation as
a consequence of the compromise or arrangement, the compromise or arrangement
and the reorganization, if sanctioned by the court to which the application has
been made, shall be binding on all the creditors or class of creditors, or on
all the shareholders or class of shareholders and also on this corporation.

ARTICLE VI (OPTIONAL. DELETE IF NOT APPLICABLE.)

Any action required or permitted by the Act to be taken at an annual or special
meeting of shareholders may be taken without a meeting, without prior notice and
without a vote, if consents in writing, setting forth the action so taken, are
signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote on the action were present and
voted. The written consents shall bear the date of signature of each shareholder
who signs the consent. No written consents shall be effective to take the
corporate action referred to unless, within 60 days after the record date for
determining shareholders entitled to express consent to or to dissent from a
proposal without a meeting, written consents signed by a sufficient number of
shareholders to take the action are delivered to the corporation. Delivery shall
be to the corporation's registered office, its principal place of business, or
an officer or agent of the corporation having custody of the minutes of the
proceedings of its shareholders. Delivery made to a corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested.

Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to shareholders who have not
consented in writing.

GOLD SEAL APPEARS ONLY ON ORIGINAL



ARTICLE VII (ADDITIONAL PROVISIONS, IF ANY, MAY BE INSERTED HERE; ATTACH
ADDITIONAL PAGES IF NEEDED.)

SEE ADDENDUM ATTACHED HERETO AND MADE A PART HEREOF

5.       COMPLETE SECTION (a) IF THE RESTATED ARTICLES WERE ADOPTED BY THE
         UNANIMOUS CONSENT OF THE INCORPORATORS BEFORE THE FIRST MEETING OF THE
         BOARD OF DIRECTORS: OTHERWISE, COMPLETE SECTION (b)

         a.  [ ] These Restated Articles of Incorporation were duly adopted on
                 the _____ day of _____________, 19 ___________________________,
                 in accordance with the provisions of Section 642 of the Act by
                 the unanimous consent of the incorporators before the first
                 meeting of the Board of Directors.

                  Signed this_______ day of____________________________________,

                  19_____________________________ ______________________________

                  _______________________________ ______________________________
                   (SIGNATURES OF INCORPORATORS; TYPE OR PRINT NAME UNDER EACH
                                           SIGNATURE)

         b.  [X]  These Restated Articles of Incorporation were duly adopted on
                  the 14th day of JANUARY, 1994, in accordance with the
                  provisions of Section 642 of the Act and: (check one of the
                  following)

                  [ ]      were duly adopted by the Board of Directors without a
                           vote of the shareholders. These Restated Articles of
                           Incorporation only restate and integrate and do not
                           further amend the provisions of the Articles of
                           Incorporation as heretofore amended and there is no
                           material discrepency between those provisions and the
                           provisions of these Restated Articles.

                  [ ]      were duly adopted by the shareholders. The necessary
                           number of shares as required by statute were voted in
                           favor of these Restated Articles.

                  [ ]      were duly adopted by the written consent of the
                           shareholders having not less than the minimum number
                           of votes required by statute in accordance with
                           Section 407(1) of the Act. Written notice to
                           shareholders who have not consented in writing has
                           been given. (Note: Written consent by less than all
                           of the shareholders is permitted only if such
                           provision appears in the Articles of Incorporation.)

                  [X]      were duly adopted by the written consent of all the
                           shareholders entitled to vote in accordance with
                           Section 407(2) of the Act.

                                      Signed this 14 day of January, 1994

                                      By /s/ Richard A. Nawrocki
                                         ---------------------------------------
                                                     (SIGNATURE)

                                      Richard A. Nawrocki     Vice President
                                      -----------------------------------------
                                      (TYPE OR PRINT NAME) (TYPE OR PRINT TITLE)

GOLD SEAL APPEARS ONLY ON ORIGINAL



              ATTACHMENT TO RESTATED ARTICLES OF INCORPORATION OF
                       CMI-EQUIPMENT & ENGINEERING, INC.

ARTICLE VII

(1) A directory of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for a breach of fiduciary
duty as a director, except for liability: (a) for any breach of the director's
duty of loyalty to the corporation or its shareholders; (b) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (c) for a violation of Section 551 (1) of the Michigan
Business Corporation Act; (d) for any transaction from which the director
derived an improper personal benefit; or (e) for any act or omission occurring
prior to the date of the approval of this Article. In the event the Michigan
Business Corporation Act is amended after the approval of this Article to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the corporation
shall be eliminated or limited to the fullest extent permitted by the Michigan
Business Corporation Act, as so amended. Any repeal, modification or adoption
of any provision in these Articles of Incorporation inconsistent with this
Article shall not adversely affect any right or protection of a director of the
corporation existing at the time of such repeal, modification or adoption.

(2) Directors and officers of the corporation shall be indemnified as of right
to the fullest extent now or hereafter permitted by law in connection with any
actual or threatened civil, criminal, administrative or investigative action,
suit or proceeding (whether formal or informal and whether brought by or in the
name of the corporation, a subsidiary or otherwise) arising out of: (a) any
actual or alleged act or omission at any time as a director or officer of the
corporation, a subsidiary, or any organization for which the person is serving
at the request of the corporation; (b) their past, present or future status as a
director of officer of the corporation, a subsidiary or any organization for
which the person is serving at the request of the corporation. Persons who are
not directors or officers of the corporation may be similarly indemnified in
respect of such service to the extent authorized at any time by the board of
directors of the corporation. The provisions of this Article shall be applicable
to directors and officers who have ceased to render such service and shall inure
to the benefit of their heirs, executors and administrators. The right of
indemnity provided herein shall not be exclusive, and the corporation may
provide indemnification to any person, by agreement or otherwise, on such terms
and conditions as the board of directors of the corporation may approve. Any
agreement for indemnification of any director, officer, employee or other person
may provide indemnification rights which are broader or otherwise different than
those set forth in the Michigan Business Corporation Act.

GOLD SEAL APPEARS ONLY ON ORIGINAL



- --------------------------------------------------------------------------------
       MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
  Date Received                                (FOR BUREAU USE ONLY)
  OCT 05 1995

  -----------                                        FILED

                                                  OCT 09 1995

                                                        Administrator
                                                 MICHIGAN DEPARTMENT OF COMMERCE
                                                 Corporation & Securities Bureau

                EXPIRATION DATE: DECEMBER 31, 2000
- --------------------------------------------------------------------------------

                     CERTIFICATE OF RENEWAL OF ASSUMED NAME
                FOR USE BY CORPORATIONS AND LIMITED PARTNERSHIPS
           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act
213, Public Acts of 1982 (limited partnerships), the corporation or limited
partnership in item one executes the following Certificate:

1.       The true name and address of the corporate registered office or the
         address of the limited partnership's agent for service of process is:

                  CMI-EQUIPMENT & ENGINEERING, INC.             123202
                  % RAY H. WITT                          ---------------------
                  30333 SOUTHFIELD RD.                   Identification Number
                  SOUTHFIELD MI 48076

2.       The assumed name under which business is transacted is:

                  SEATON-SSK ENGINEERING CO.

3.       The registration of the assumed name is extended for a period expiring
         on December 31 of the fifth full calendar year following the year in
         which this renewal is filed, unless sooner terminated.

                           Signed this 4th day of October, 1995

                           By /s/ Richard A. Nawrocki
                              ------------------------------------------------
                                                  (Signature)

                           Richard A. Nawrocki, Vice President of Finance
                           ---------------------------------------------------
                             (Type or Print Name)  (Type or Print Title)

                           ___________________________________________________
                           (Limited Partnerships Only - Name of General Partner)

GOLD SEAL APPEARS ONLY ON ORIGINAL


                         CORPORATION INFORMATION UPDATE
                            (formerly Annual Report)

                                      1998    [ILLEGIBLE]   0601   PNAR   $15.00

[ ] TO CERTIFY THERE ARE NO CHANGES FROM YOUR PREVIOUS FILING CHECK THIS BOX AND
    SKIP TO ITEM 6. FILING FEE: $15.00
- --------------------------------------------------------------------------------
                              FOR BUREAU USE ONLY
- --------------------------------------------------------------------------------
123202                 THE OFFICE IS LOCATED AT:  RETURN TO:
                         6546 MERCANTILE WAY         MICHIGAN DEPARTMENT OF
                         LANSING MI 48910            CONSUMER AND INDUSTRY
                         (517) 334-6300              SERVICES CORPORATION,
                                                     SECURITIES AND LAND
                                                     DEVELOPMENT BUREAU
                                                     P.O. BOX 30057
IDENTIFICATION NUMBER                                LANSING MI 48909-7557
- --------------------------------------------------------------------------------
Corporate Name and Mailing Address

        CMI-EQUIPMENT & ENGINEERING, INC.
        30333 SOUTHFIELD RD.
        SOUTHFIELD MI 48076
- --------------------------------------------------------------------------------
                                                FILED BY DEPARTMENT JUN 30 1998

Registered Office Address in Michigan - No., STREET, CITY,  ZIP   Resident Agent
      30333 SOUTHFIELD RD.                                 48076  RAY H. WITT
      SOUTHFIELD
- --------------------------------------------------------------------------------
IF THERE ARE CHANGES FROM YOUR PREVIOUS FILING, YOU MUST COMPLETE ITEMS 1
THROUGH 6.

1.  Mailing address of registered           2.  Resident Agent if different than
    office if different than preprinted         above
    information above
                                                     Richard A. Nawrocki

3.  Address of registered office if different than preprinted information
    above-No., STREET, CITY, ZIP

4.  Describe the general nature and kind of business in which the corporation is
    engaged:



- ---------------------------------------------------------------------------------------
5.                          NAME                     BUSINESS OR RESIDENCE ADDRESS
- ---------------------------------------------------------------------------------------
                                        
              President
                 Richard A. Nawrocki          30333 Southfield Rd. Southfield, MI 48076
- ---------------------------------------------------------------------------------------
              Vice President
                 Robert Fiolek                30333 Southfield Rd. Southfield, MI 48076
   If         -------------------------------------------------------------------------
different     Secretary
  than           Larry D. Schwentor           30333 Southfield Rd. Southfield, MI 48076
President     -------------------------------------------------------------------------
              Treasurer
              & Vice President Renee Weinman  30333 Southfield Rd. Southfield, MI 48076
- ---------------------------------------------------------------------------------------
              Director
                 Ray H. Witt                  30333 Southfield Rd. Southfield, MI 48076
   If         -------------------------------------------------------------------------
different     Director
  than           Robert Herr                  30333 Southfield Rd. Southfield, MI 48076
Officers      -------------------------------------------------------------------------
              Director
                 Gary F. Ruff                 30333 Southfield Rd. Southfield, MI 48076
- ---------------------------------------------------------------------------------------


The corporation states that the address of its registered office and the address
of the business office of its resident agent are identical. Any changes were
authorized by resolution duly adopted by its board of directors.

If space is insufficient, you may include additional pages. PLEASE DO NOT STAPLE
ADDITIONAL PAGES TO THIS REPORT.

ENCLOSE $15.00 MADE PAYABLE TO THE STATE OF MICHIGAN. THIS REPORT MUST BE FILED
ON OR BEFORE MAY 15

6.  Signature of an authorized officer or agent   Title           Date
    of the corporation
           /s/ [ILLEGIBLE]                      Secretary       5/11/98

Required by Section 911, Act 284, Public Acts of 1972, as amended. Failure to
file this report may result in the dissolution of the corporation.

                                                                MAY 14 1998

GOLD SEAL APPEARS ONLY ON ORIGINAL



C&S 575(Rev.8/96)
- --------------------------------------------------------------------------------
             MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
              CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received                (FOR BUREAU USE ONLY)           FILED
JUN 21 1999
- -------------                                             JUNE 21 1999

                                                         Administrator
                                              CORP.SECURITIES & LAND DEV. BUREAU
- ----------------------------------------------
Name
        517-663-2525 Ref # 94118
        Attn: Cheryl J. Bixby
- ----------------------------------------------
Address
        MICHIGAN RUNNER SERVICE
        P.O. Box 266
- ----------------------------------------------
City
        Eaton Rapids, MI 48827                 EFFECTIVE DATE:
- ----------------------------------------------
- - Document will be returned to the name and address you enter above -

           CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
                    FOR USE BY DOMESTIC PROFIT CORPORATIONS
          (Please read information and instructions on the last page)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162,Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:

1.  The present name of the corporation is: CMI - EQUIPMENT & ENGINEERING, INC.

2.  The identification number assigned by the Bureau is:  123-202

3.  The location of its registered office is:

30333 Southfield Road                    Southfield     , Michigan     48076
- --------------------------------------------------------           -------------
   (Street Address)                         (City)                   (ZIP Code)

4.  Article I of the Articles of Incorporation is hereby amended to read as
    follows:

    The name of the corporation is HAYES LEMMERZ INTERNATIONAL - EQUIPMENT &
    ENGINEERING, INC.

Article IV of the Articles of Incorporation is hereby amended to read as
follows:

1.  The address of the registered office is 15300 Centennial Drive, Northville,
    Michigan 48167.

3.  The name of the resident agent at the registered office is Patrick B. Carey.

GOLD SEAL APPEARS ONLY ON ORIGINAL



5.  (FOR AMENDMENTS ADOPTED BY UNANIMOUS CONSENT OF INCORPORATORS BEFORE THE
    FIRST MEETING OF THE BOARD OF DIRECTORS OR TRUSTEES.)

    The foregoing amendment to the Articles of Incorporation was duly adopted on
    the _______________day of __________________, 19___, in accordance with the
    provisions of the Act by the unamimous consent of the incorporator(s) before
    the first meeting of the Board of Directors or Trustees.

         Signed this ____________day of _______________________ 19___.

_____________________________________    _______________________________________
           (Signature)                                (Signature)

_____________________________________    _______________________________________
      (Type or Print Name)                        (Type or Print Name)

_____________________________________    _______________________________________
          (Signature)                                 (Signature)

_____________________________________    _______________________________________

      (Type or Print Name)                        (Type or Print Name)

6.  (FOR PROFIT CORPORATIONS, AND FOR NONPROFIT CORPORATIONS WHOSE ARTICLES
    STATE THE CORPORATION IS ORGANIZED ON A STOCK OR ON A MEMBERSHIP BASIS.)

    The foregoing amendment to the Articles of Incorporation was duly adopted on
    the 30th day of April, 1999 by the shareholders if a profit corporation, or
    by the shareholders or members if a nonprofit corporation (check one of the
    following)

    [ ] at a meeting. The necessary votes were cast in favor of the amendment.

    [ ] by written consent of the shareholders or members having not less than
        the minimum number of votes required by statute in accordance with
        Section 407(1) and (2) of the Act if a nonprofit corporation, or Section
        407(1) of the Act if a profit corporation. Written notice to
        shareholders or members who have not consented in writing has been
        given. (Note: Written consent by less than all of the shareholders or
        members is permitted only if such provision appears in the Articles of
        Incorporation.)

    [X] by written consent of all the shareholders or members entitled to vote
        in accordance with section 407(3) of the Act if a nonprofit corporation,
        or Section 407(2) of the Act if a profit corporation.

                         Signed this 17th day of June, 1999

                         By /s/ William D. Shovers
                            ----------------------------------------------------
                           (Signature of President, Vice-President, Chairperson,
                            Vice-Chairperson)

           William D. Shovers                               Vice-President
      --------------------------------------------------------------------------
          (Type or Print Name)                           (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL



C&S 541(Rev.8/96)
- --------------------------------------------------------------------------------
             MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
              CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received               (FOR BUREAU USE ONLY)
 JUN 28 1999                                                FILED
- -------------
                                                         JUN 28 1999

- -----------------------------------------------
517-663-2525 Ref #94866                                 Administrator
Attn: Cheryl J. Bixby                        CORP. SECURITIES & LAND DEV. BUREAU
MICHIGAN RUNNER SERVICE
P.O. Box 266
Eaton Rapids, MI 48827                        EXPIRATION DATE: DECEMBER 31, 2004
- -----------------------------------------------
- -Document will be returned to the name and address you enter above-

                          CERTIFICATE OF ASSUMED NAME
 FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES
           (Please read information and instruction on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or limited
liability company in item one executes the following Certificate:

1.  The true name of the corporation, limited partnership, or limited liability
    company is: HAYES LEMMERZ INTERNATIONAL - EQUIPMENT & ENGINEERING, INC.

2.  The identification number assigned by the Bureau is:   123-202

3.  The location of the corporation or limited liability company registered
    office in Michigan or the office at which the limited partnership records
    are maintained is:

    15300 Centennial Drive          Northville           Michigan       48167
    ----------------------------------------------------------------------------
       (Street Address)               (City)              (State)     (ZIP Code)

4.  The Assumed name under which business is to be transacted is:

    CMI - EQUIPMENT & ENGINEERING, INC.

  COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

                       Signed this 17th day of June, 1999

                       By /s/ William D. Shovers
                          ------------------------------------------------------
                                              (Signature)

                   William D. Shovers                          Vice President
                  --------------------------------------------------------------
                 (Type or Print Name)                      (Type or Print Title)

                 ---------------------------------------------------------------
                                   [ILLEGIBLE]

GOLD SEAL APPEARS ONLY ON ORIGINAL



BCS/CD-520(Rev.06/01)
- --------------------------------------------------------------------------------
              MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
                         BUREAU OF COMMERCIAL SERVICES
- --------------------------------------------------------------------------------
  Date Received              (FOR BUREAU USE ONLY)              FILED

- -----------------                                            APR 22 2002
                  This document is effective
                  on the date filed, unless a                 [ILLEGIBLE]
                  subsequent effective date
                  within 90 days after received
                  date is stated in the document.
- -------------------------------------------------
Name
  Kelly Brushaber
- -------------------------------------------------
Address
  15300 Centennial Drive
- -------------------------------------------------
City                 State         Zip Code
  Northville          MI             48167         EFFECTIVE DATE:
- -------------------------------------------------
- -DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE.-
  IF LEFT BLANK DOCUMENT WILL BE MAILED TO THE REGISTERED OFFICE.

   CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT
  FOR USE BY DOMESTIC AND FOREIGN CORPORATIONS AND LIMITED LIABILITY COMPANIES
           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act
23, Public Acts of 1993 (limited liability companies), the undersigned
corporation or limited liability company executes the following Certificate:

1.  The name of the corporation or limited liability company is:
        Hayes Lemmerz International - Equipment & Engineering, Inc.

2.  The identification number assigned by the Bureau is: 123-202

3.  a.  The name of the resident agent on file with the Bureau is:
        Patrick B. Carey

    b.  The location of the registered office on file with the Bureau is:

        15300 Centennial Drive, Northville, Michigan    48167
        ----------------------------------           ----------
          (Street Address)        (City)             (ZIP Code)

    c.  The mailing address of the above registered office on file with the
        Bureau is:

                   Same as above          , Michigan
        ----------------------------------           ----------
        (street Address or P.O.Box) (City)           (ZIP Code)

  ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD

4.  a.  The name of the resident agent is: Patrick C. Cauley

    b.  The address of the registered office is:

    15300 Centennial Drive, Northville, Michigan    48167
    ----------------------------------           ----------
       (Street Address)      (City)              (ZIP Code)

    c.  The mailing address of the registered office IF DIFFERENT THAN 4B
        is:

                                          , Michigan
        ----------------------------------           ----------
        (street Address or P.O.Box) (City)           (ZIP Code)

5.  The above changes were authorized by resolution duly adopted by: 1.ALL
    CORPORATIONS: It BoardS of Directors: 2. PROFIT CORPORATIONS ONLY: the
    resident agent if only the address of the registered office is changed, in
    which case a copy of this statement has been mailed to the corporation;3.
    LIMITED LIABILITY COMPANIES: an operating agreement, affirmative vote of a
    majority of the members pursuant to section 502(1), managers pursuant to
    section 405, or the resident agent if only the address of the registered
    office is changed.

6.  The corporation or limited liability company further states that the address
    of its registered office and the address of its resident agent, as changed,
    are identical.

Signature                    Type or Print Name and Title          Date Signed

/s/ [ILLEGIBLE]              Larry Karenko, Vice President         April 9, 2002

GOLD SEAL APPEARS ONLY ON ORIGINAL

EX-3.50

                                                                    EXHIBIT 3.50

                                     BY-LAWS

                                       OF

                        CMI-EQUIPMENT & ENGINEERING INC.

                             A MICHIGAN CORPORATION

                    (INCLUDING ALL AMENDMENTS AS OF 1/14/94)

1.       SHAREHOLDERS' MEETING

         1.1      ANNUAL MEETING. The annual meeting of the Shareholders shall
be held in each year after the expiration of the fiscal year of the Corporation
at such time and place as shall be determined by the Board of Directors, for the
purpose of electing Directors and of transacting such other business as may
properly be brought before the meeting.

         1.2      SPECIAL MEETINGS. A Special Meeting of the Shareholders may be
called to be held at such time and place as may be designated by the Chairperson
of the Board, a majority of the Board of Directors, or not less than an
aggregate of ten percent (10%) of the outstanding shares of stock of the
Corporation having the right to vote at such Special Meeting.

         1.3      NOTICE OF MEETINGS. Written notice of the time, place and
purposes of every meeting of the Shareholders of this Corporation shall be
given, either personally or by mail, not less than ten (10) nor more than sixty
(60) days before said meeting to each Shareholder of record of the Corporation
entitled to vote at such meeting. Notices shall state the authority pursuant to
which they are issued as, "by order of" the "Chairperson of the Board", "Board
of Directors", or "Shareholders".

         1.4      WAIVER OF NOTICE. Notice of the time, place and purpose of any
meeting of the Shareholders of this Corporation may be waived by telegram,
radiogram, cablegram, or other writing either before or after such meeting has
been held.

                  A Shareholder's attendance at a meeting of Shareholders, in
person or by proxy, will result in (a) a waiver of objection to lack of notice
or defective notice of the meeting unless the Shareholder at the beginning of
the meeting objects to holding the meeting or transacting business at the
meeting and (b) waiver of objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes described in the meeting
notice, unless the Shareholder objects to considering the matter when it is
presented.



         1.5      QUORUM. At every meeting of the Shareholders, the holders of
record of a majority of the outstanding shares of stock of the Corporation
entitled to vote at such meeting, wheather present in person or represented by
proxy, shall constitute a quorum.

         1.6      RECORD DATE. The Board of Directors may fix in advance a date
not exceeding sixty (60) days nor less than ten (10) days preceding the original
date fixed for any meeting of Shareholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, as a record
date for the determination of the Shareholders entitled to notice of, and to
vote at, any such meeting, or entitled to receive payment of any such dividend,
or to any such allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock. In such case, such
Shareholders and only such Shareholders as shall be Shareholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation or otherwise after any
such record date is fixed as aforesaid. Nothing in this Section shall affect the
rights of a Shareholder and his/her transferee or transferor as between
themselves.

         1.7      VOTING RIGHTS. At all times, each holder of record of the
common stock of the Corporation shall be entitled to one vote for each share of
common stock standing in his/her name on the books of the Corporation, subject,
however, to the full effect of the limitations imposed by the fixed record date
for determination of Shareholders set forth elsewhere in this Article.

         1.8      VOTE BY SHAREHOLDER CORPORATION. Shares standing in the name
of another domestic or foreign corporation may be voted by an officer or agent,
or by proxy appointed by an officer or agent of such corporation.

         1.9      ACTION BY UNANIMOUS WRITTEN CONSENT. Any action required or
permitted to be taken at an Annual or Special Meeting of Shareholders may be
taken without a meeting, without prior notice and without a vote, if before or
after the action all the Shareholders entitled to vote thereon consent thereto
in writing.

         1.10     ELECTRONIC PARTICIPATION. A Shareholder may participate in a
meeting of Shareholders by a conference telephone or by other similar
communications equipment through which all persons participating in the meeting
may communicate with the other participants. All participants shall be advised
of the communications equipment and the names of the participants in the

                                       2



conference shall be divulged to all participants. Participation in a meeting
pursuant to this Section constitutes presence in person at the meeting.

2.       SHARES

         2.1      CERTIFICATES. Every Shareholder of this Corporation shall be
entitled to a certificate of his or her shares signed by the Chairperson of the
Board, Vice-Chairperson of the Board, President or a Vice-President and which
may also be signed by another officer of the Corporation. Each such certificate
shall state on its face that the Corporation is formed under the laws of this
state, the name of the person to whom issued, the number and class of Shares,
and the designation of the series, if any, which the certificate represents.

3.       BOARD OF DIRECTORS

         3.1      NUMBER AND TERM OF OFFICE. The business, property and affairs
of the Corporation shall be managed by a Board of Directors composed of one (1)
or more members who need not be Shareholders. The number of Directors for the
Board of Directors shall be determined by a majority vote of the Shareholders.
The first Board of Directors shall hold office until the first annual meeting of
Shareholders. At the first annual meeting of Shareholders and at each annual
meeting thereafter, the Shareholders shall elect Directors to hold office until
the succeeding annual meeting. A Director shall hold office for the term for
which he or she is elected and until his or her successor is elected and
qualified, or until his or her resignation or removal. A Director may resign by
written notice to the Corporation. The resignation is effective upon its receipt
by the Corporation or a later time as set forth in the notice of resignation.

         3.2      VACANCIES. A vacancy occurring in the Board may be filled by
the Shareholders or the Board. A vacancy filled by the Board may be filled for a
term of office continuing only until the next election of Directors by the
Shareholders.

         3.3      ANNUAL MEETINGS. At the place of holding the annual meeting of
Shareholders and immediately following the same, the Board of Directors as
constituted upon final adjournment of such Shareholder meeting shall convene
without notice for the purpose of electing officers and transacting any other
business properly brought before it; provided, that the annual meeting in any
year may be held at a different time and place than that herein provided by
consent of a majority of the Directors of such new Board.

         3.4      REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such time and place as the Board of

                                       3



Directors shall from time to time determine by resolution of the Board of
Directors or by waiver of notice and consent. No notice of regular meetings of
the board shall be required.

         3.5      SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairperson of the Board or a majority of the Directors in
office at the time of the call, whenever in his/her or their judgment it may be
necessary, by giving reasonable notice, either personally or by mail or
telegram, of the time and place of such meeting. Any action taken at any such
meeting shall not be invalidated for want of notice if such notice shall be
waived as herein provided.

         3.6      WAIVER OF NOTICE. Notice of the time and place of any meeting
of the Board of Directors may be waived in writing or by telegram, radiogram, or
cablegram, either before or after such meeting has been held. A Director's
attendance at or participation in a meeting waives any required notice to him or
her of the meeting unless he or she at the beginning of the meeting, or upon his
or her arrival, objects to the meeting or the transacting of business at the
meeting and does not thereafter vote for or assent to any action taken at the
meeting.

         3.7      PURPOSE. Neither the business to be transacted nor the purpose
of a regular or special meeting need be specified in the notice or waiver of
notice of the meeting.

         3.8      ELECTRONIC PARTICIPATION. A Director may participate in a
meeting of the Board or of any committee designated by the Board by means of a
conference telephone or similar communications equipment through which all
persons participating in the meeting can communicate with the other
participants. Participation in a meeting pursuant to this subsection constitutes
presence in person at the meeting.

         3.9      QUORUM. A majority of the Directors then in office, or of the
members of a committee thereof, constitutes a quorum for the transaction of
business. If there shall be less than a quorum present at any meeting of the
Board of Directors, a majority of the Directors present may adjourn the meeting
from time to time without notice other than announcement at the meeting until a
quorum shall be present, at which time any business may be transacted which
might have been transacted at the meeting as first convened had there been a
quorum present. The vote of the majority of the Directors present at any meeting
of the Board or committee thereof at which a quorum is present constitutes the
action of the Board or of the committee except that amendment of these By-Laws
requires the vote of not less than a majority of the members of the Board then
in office.

         3.10     ACTION BY UNANIMOUS WRITTEN CONSENT. Action required or
permitted to be taken pursuant to authorization voted at a

                                       4



meeting of the Board or a committee thereof, may be taken without a meeting if,
before or after the action, all members of the Board then in office or of the
committee consent to the action in writing. The written consents shall be filed
with the minutes of the proceedings of the Board or the committee. The consent
has the same effect as a vote of the Board or committee for all purposes.

         3.11     ELECTION OF OFFICERS. The Board of Directors of the
Corporation shall elect or appoint a president, a secretary and a treasurer and
may elect or appoint a chairman of the board. None of said officers, except the
chairman of the board, need be a director. The Board of Directors shall have the
power to appoint such other officers and agents as the board may deem necessary
for the transaction of the business of the Corporation, including the power to
appoint one or more vice-presidents and one or more attorneys-in-fact.

4.       OFFICERS

         4.1      OFFICERS. The officers of the Corporation shall consist of a
president, secretary, treasurer and, if approved by the Board, a chairperson of
the Board, one or more vice-presidents and such other officers as may be
determined by the Board.

         4.2      CHAIRPERSON OF THE BOARD. The Chairperson of the Board shall
be selected by and from the membership of the Board of Directors. He/she shall
preside at all meetings of the Shareholders and of the Board of Directors.

         4.3      PRESIDENT. The President shall be the chief executive officer
of the Corporation. He/she shall, subject to the control of the Board of
Directors, have general and active management of the business of the
Corporation, with such general powers and duties of supervision and management
as are usually vested in the office of president of a corporation. He/she shall
see that all orders and resolutions of the Board of Directors are carried into
effect, and shall have such other powers and duties as may be assigned to
him/her by the Board of Directors.

         4.4      VICE-PRESIDENTS. The Board of Directors may select one or more
vice-president who, subject to the control of the president, shall have such
powers and duties as may be assigned to each of them by the Board of Directors.

         4.5      SECRETARY. The Secretary shall be selected by the Board of
Directors. Subject to the control of the Chairperson of the Board, he/she shall
attend all meetings of Shareholders and of the Board of Directors, and shall
preserve in books of the Corporation, true minutes of the proceedings of all
such meetings. He/she shall have such additional powers and duties as may be
assigned to him/her by the Board of Directors.

                                       5



         4.6      TREASURER. The Treasurer shall be selected by the Board of
Directors. Subject to the control of the President, he/she shall have custody of
all corporate funds and securities, and shall keep in books belonging to the
Corporation full and accurate accounts of all receipts and disbursements. He/she
shall deposit all monies, securities and other valuable effects in the name of
the Corporation in such depositories as may be designated for the purpose by the
Board of directors. He/she shall disburse the funds of the Corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the Chairperson of the Board and the Directors at regular meetings of
the Board and whenever requested by them and to the President, an account of all
his transactions as Treasurer. He/she shall in general perform all duties
incident to the office of treasurer, and shall have such additional powers and
duties as may be assigned to him/her by the Board of Directors.

         4.7      TERM; REMOVAL OF OFFICERS AND AGENTS; RESIGNATION. An officer
elected or appointed as herein provided shall hold office for the term for which
he or she is elected or appointed and until his/her successor is elected or
appointed and qualified, or until his/her resignation or removal. Any officer or
agent may be removed by the Board of Directors at any time, with or without
cause. The removal of an officer shall be without prejudice to his contract
rights, if any. The election or appointment of an officer does not of itself
create contract rights. An officer may resign by written notice to the
Corporation. The resignation is effective upon its receipt by the Corporation or
at a subsequent time specified in the notice of resignation.

5.       EXECUTION OF INSTRUMENTS

         5.1      MONEY INSTRUMENTS. All checks, drafts and orders for payment
of money shall be signed in the name of the Corporation by such officer(s) or
agent(s) and in such manner including the use of facsimile signatures as the
Board of Directors shall from time to time designate for that purpose.

         5.2      OTHER INSTRUMENTS. The Board of Directors shall have power to
designate the officers and agents (or a single officer or agent) who shall have
authority to execute any contract, conveyance or other instrument or document on
behalf of the Corporation. When the execution of any contract, conveyance or
other instrument or document has been authorized without specification of the
executing officers, the Chairperson of the Board or President may execute the
same in the name and on behalf of the Corporation, or any Vice-President, and
the Secretary or Assistant Secretary may execute the same in the name and on
behalf of the Corporation.

                                       6



6.       INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES

         6.1      THIRD-PARTY PROCEEDING. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative ( other than an action by or in the
right of the Corporation) by reason of the fact that he/she is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him/her in connection with
such action, suit or proceeding if he/she acted in good faith and in a manner
he/she reasonably believed to be in or not opposed to the best interests of the
Corporation or its Shareholders, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his/her conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he/she reasonably believed to be in or not opposed to the best
interests of the Corporation or its Shareholders, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his/her
conduct was unlawful.

         6.2      DERIVATIVE SHAREHOLDER LIABILITY. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he/she
is or was a director, officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, whether for profit or
not, against expenses (including attorneys' fees) and amounts paid in settlement
actually and reasonably incurred by the person in connection with the action or
suit if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the Corporation or its
Shareholders; except that no indemnification shall be made for any claim, issue
or matter in which the person has been found liable to the Corporation except
to the extent ordered by a court of competent jurisdiction.

                                       7



7.       AMENDMENT OF BY-LAWS

         These by-laws may be altered, amended, added to, rescinded or repealed
by the affirmative vote of a majority of the Shares entitled to vote or, except
insofar as exercise of such power shall be contrary to the Articles of
Incorporation, by the Board of Directors.

                                        8

EX-3.51

                                                                    EXHIBIT 3.51



                            ARTICLES OF INCORPORATION

                                       OF

                                CMI - TEXAS, INC.


         The undersigned natural person of the age of eighteen (18) years or
more, acting as incorporator of a corporation under the Texas Business
Corporation Act, hereby adopts the following Articles of Incorporation for the
corporation.

                                    ARTICLE I

         The name of the corporation is CMI - TEXAS, INC.

                                   ARTICLE II

         The period of its duration is perpetual.

                                   ARTICLE III

         The purposes for which the corporation is organized are to transact any
and all lawful business for which corporations may be incorporated under the
Texas Business Corporation Act.

                                   ARTICLE IV

         The aggregate number of shares which the corporation shall have the
authority to issue is 10,000 shares of common stock, of the par value of $1.00
each.

                                    ARTICLE V

         The corporation will not commence business until it has received for
the issuance of its shares, consideration of the value of one Thousand Dollars
($1,000.00) Consisting of money, labor done or property actually received,
which sum is not less than $1,000.00.

                                   ARTICLE VI

         The address of the corporation's initial registered office is 416 N.
Stanton, Suite 700, El Paso, Texas 79901 and the name of its initial registered
agent at such address is Hector Delgado.

                                   ARTICLE VII

         The number of directors constituting the initial Board of Directors are
three, and thereafter the number of directors shall be fixed by the Bylaws of
the Corporation. The names and



addresses of the persons who are to serve as directors until the first annual
meeting of the shareholders and until their successor or successors are elected
and qualified are as follows:



     Name                               Address
     ----                               -------
                            
Ray H. Witt                    19400 West Eight Mile Road
                               Southfield, Michigan 48075

Malcolm Engleby                19400 West Eight Mile Road
                               Southfield, Michigan 48075

W. Frank Suit                  19400 West Eight Mile Road
                               Southfield, Michigan 48075


                                  ARTICLE VIII

         The name and address of the incorporator is:



     Name                                   Address
     ----                                   -------
                                   
Hector Delgado                        P.O. Box 54
                                      El Paso, Texas 79940


         IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of May,
1986.

                                                    /s/ Hector Delgado
                                                    ----------------------------
                                                    Hector Delgado

THE STATE OF TEXAS         Section
        Section
THE COUNTY OF EL PASO      Section

         I, BARBARA A. PAGE, a Notary Public, do hereby certify that on this the
27th day of May, 1986, personally appeared before me, HECTOR DELGADO, who, being
by me duly sworn declared that he is the person who signed the foregoing
document as incorporator, and that the statements contained therein are true.

                                                  /s/ Barbara A. Page
                                                  ------------------------------
                                                  Notary Public in and for the
                                                  State of Texas

My Commission Expires:

BARBARA A. PAGE, Notary Public
In and for the State of Texas
[ILLEGIBLE]
2712H

                                       -2-




CMI Corporation
2600 Telegraph Road
P.O. Box 2026
Bloomfield Hills, MI 48303-2026
Telephone 313 456 0000
Telex TWX 810 232 1667

                                                      [A TORCHMARK COMPANY LOGO]

May 30, 1986

Secretary of State Office
State of Texas

To Whom it Hay Concern:

         CMI Corporation has been informed that CMI International, Inc. is
filing Articles of Incorporation for a new subsidiary corporation to be formed
in Texas. Such new corporation, if incorporated, will be called CHI-Texas, Inc.

         CHI Corporation and CHI International, Inc. (including all the
companies owned by CMI International, Inc.), according to representations made
to us by counsel for CMI International, Inc., do not compete with each other,
and do not experience any significant confusion due to the similarity of names.
Therefore, CMI Corporation has no objections to the formation of CMI-Texas, Inc.
Therefore, please use this letter as the consent of CMI Corporation to CMI
International, Inc.'s filing of Articles of Incorporation to form CMI-Texas,
Inc.

         If you should have any questions, please feel free to contact me at
(313) 857-3907.

Sincerely,

/s/ Stanley Bies
- -----------------------------
Stanley Bies
Associate General Counsel-Tax

SB/jb


                               SECRETARY OF STATE
                                  AUSTIN, TEXAS

DETERMINATION OF FORFEITURE PURSUANT TO SECTION 171.309, TEXAS TAX CODE
ANNOTATED

         CAME TO BE CONSIDERED ON THE DATE SHOWN HEREON, FORFEITURE OF THE
CHARTER OR CERTIFICATE OF AUTHORITY OF THE FOLLOWING CORPORATION; THE SECRETARY
OF STATE FINDS AND DETERMINES THE FOLLOWING:

                                CORPORATION NAME

CMI - TEXAS, INC.



                                                CERTIFICATE/CHARTER
CHARTER NO.-TYPE          RTDB FORFEITED             FORFEITED
                                          
  799474-00                 06/24/1988              12/05/1988


THAT THE COMPTROLLER OF PUBLIC ACCOUNTS HAS NOTIFIED THIS OFFICE THAT SAID
CORPORATION HAS FAILED TO FILE A CURRENT YEAR FRANCHISE TAX REPORT TO ESTABLISH
THE EXISTENCE OF ASSETS FROM WHICH A JUDGEMENT FOR THE FRANCHISE TAXES,
PENALTIES AND COURT COSTS MAY BE SATISFIED.
THAT THE COMPTROLLER OF PUBLIC ACCOUNTS HAS FURTHER STATED THAT THE SAID
CORPORATION HAS FAILED OR REFUSED TO REVIVE ITS RIGHT TO DO BUSINESS.

IT IS THEREFORE ORDERED THAT THE CHARTER OR CERTIFICATE OF AUTHORITY OF THE
ABOVE NAMED CORPORATION BE AND THE SAME IS HEREBY FORFEITED WITHOUT JUDICIAL
ASCERTAINMENT AND MADE NULL AND VOID, AND THAT THE PROPER ENTRY BE MADE UPON THE
PERMANENT FILES AND RECORDS OF SUCH CORPORATION TO SHOW SUCH FORFEITURE AS OF
THE DATE HEREOF.


                                                                 FILED
                                                         In the Office of the
                                                     Secretary of State of Texas

                                                              APR 17 1989

                                                         Corporations Section

                        APPLICATION FOR REINSTATEMENT AND
                         REQUEST TO SET ASIDE FORFEITURE

By:     CMI-Texas, Inc.                             Character No. 00799474-20
    -----------------------------------------------
             (Corporate Name)
                                                Taxpayer Id. No. / 74-2418656 /

         WHEREAS the character of the above corporation was forfeited on
December 5, 1988 for:

(check one)

         1.________ failure to maintain a registered agent, or

         2.________ failure to pay State Franchise Tax, or

         3.   X     (other) Under Payment of State Franchise Tax

         WHEREAS the corporation has corrected the default noted above and has
paid all fees, taxes, and penalties due;

         NOW THEREFORE, the corporation hereby applies for reinstatement of its
corporate charter, and requests that the Secretary of State set aside the
forfeiture of the corporation.

                                                By: /s/ W. Frank Suit  Secretary
                                                   -----------------------------
                                                     (signature)       (title)

                                                   W. F. Suit

         Franchise taxes pd. thru 04/30/89
- --------------------------------------------------------------------------------

              INSTRUCTIONS FOR FILING APPLICATION FOR REINSTATEMENT

1) Submit Original and One Copy of the application.

2) The application must be signed by an Officer, Director or Shareholder of the
Corporation.

3) The filing fee for an application for reinstatement is $50.00 for business
corporations. Non-Profit corporations are assessed a filing fee of $25.00 for
non-tax reinstatements. No fee is required for non-profit corporations forfeited
for tax reasons.

                     (Instructions continue on reverse side)

                                                                    RECEIVED
                                                              SECRETARY OF STATE

                                                                  FEB 03 1989



                                                                 FILED
                                                         In the Office of the
                                                     Secretary of State of Texas

                                                              OCT 05 1994

                                                         Corporations Section

                         STATEMENT OF CHANGE OF ADDRESS
                               OF REGISTERED AGENT

1.       The name of the corporation represented by such registered agent is:
         CMI-Texas, Inc.

         The corporation's charter number is: 00799474-0.

2.       The name of the registered agent is: Hector Delgado.

2.       The address at which such registered agent has maintained the
         registered office is: 416 N. Stanton, 7th Floor, El Paso, Texas 79901.

3.       The new address at which such registered agent will maintain the
         registered office for said corporation is: 521 Texas Ave., El Paso,
         Texas 79901.

4.       Notice of the change has been given to said corporation in writing at
         least ten (10) days prior to the filing of this Statement of Change of
         Address.

                                                        /s/ Hector Delgado
                                                        ---------------------
                                                        Hector Delgado



                                                                 FILED
                                                         In the Office of the
                                                     Secretary of State of Texas

                                                              APR 24 1996

                                                         Corporations Section

                         STATEMENT OF CHANGE OF ADDRESS
                               OF REGISTERED AGENT

1.       The name of the corporation represented by such registered agent is:
         CMI-Texas, Inc.

         The corporation's charter number is: 00799474-0

2        The name of the registered agent is Hector Delgado.

2        The address at which such registered agent has maintained the
         registered office is. 521 Texas Ave, E1 Paso, Texas 79901

3.       The new address at which such registered agent will maintain the
         registered office for said corporation is 221 N. Kansas, Ste. 1400, E1
         Paso, Texas 79901

4        Notice of the change has been given to said corporation in writing at
         least ten (10) days prior to the filing of this Statement of Change of
         Address

                                                        /s/ Hector Delgado
                                                        ---------------------
                                                        Hector Delgado



                                                                 FILED
                                                         In the Office of the
                                                     Secretary of State of Texas

                                                              JUN 21 1999

                                                         Corporations Section

                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                                CMI - TEXAS, INC.

         Pursuant to the provisions of Art. 9.10 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:

         ARTICLE ONE: The name of the corporation is CMI - TEXAS, INC.

         ARTICLE TWO: The following amendments to the Articles of Incorporation
were adopted by written consent of the shareholder on April 30, 1999 in
accordance with article 9.10 of the Texas Business Corporation Act, and any
written notice required by such article has been given.

         Article One of the Articles of Incorporation is hereby amended so as to
read as follows:

         ARTICLE ONE: The name of the corporation is HAYES LEMMERZ
         INTERNATIONAL-LAREDO, INC.

         Article Six of the Articles of Incorporation is hereby amended so as to
         read as follows:

         ARTICLE SIX: The address of the corporation's registered office is 350
         North St. Paul Street, Dallas, Texas 75201 and the name of its
         registered agent at such address is CT Corporation System.

         ARTICLE THREE: The holder of all of the 10,000 shares outstanding and
entitle to vote on said amendments has signed a consent in writing adopting
said amendments.

         IN WITNESS WHEREOF, CMI - TEXAS, INC. has caused this Amendment to be
signed in its name and on its behalf and attested on this 17th day of June, 1999
by duly authorized officers of the Corporation.

                                                   CMI - TEXAS, INC.

                                                   By: /s/ William D. Shovers
                                                       -------------------------
                                                       Name:  William D. Shovers
                                                       Title: Vice President

ATTEST:

By: /s/ Patrick B. Carey
    ---------------------------
    Name:  Patrick B. Carey
    Title. Assistant Secretary



                                     [SEAL]

OFFICE OF THE                                               CORPORATIONS SECTION
SECRETARY OF STATE                                                 P O Box 13697
                                                        Austin, Texas 78711-3697

                                                                 FILED
                                                         In the Office of the
                                                     Secretary of State of Texas
                                                              JUL 26 1999

                                                         Corporations Section

                            ASSUMED NAME CERTIFICATE

1.       THE NAME OF THE CORPORATION, LIMITED LIABILITY COMPANY LIMITED
         PARTNERSHIP, OR REGISTERED LIMITED LIABILITY PARTNERSHIP AS STATED IN
         ITS ARTICLES OF INCORPORATION, ARTICLES OF ORGANIZATION, CERTIFICATE OF
         LIMITED PARTNERSHIP, APPLICATION FOR CERTIFICATE OF AUTHORITY OR
         COMPARABLE DOCUMENT IS HAYES LEMMERZ INTERNATIONAL-LAREDO, INC.

2.       THE ASSUMED NAME UNDER WHICH THE BUSINESS OR PROFESSIONAL SERVICE IS OR
         IS TO BE CONDUCTED OR RENDERED IS CMI-TEXAS, INC

3.       THE STATE, COUNTRY, OR OTHER JURISDICTION UNDER THE LAWS OF WHICH IT
         WAS INCORPORATED, ORGANIZED OR ASSOCIATED IS TEXAS, AND THE ADDRESS OF
         ITS REGISTERED OR SIMILAR OFFICE IN THAT JURISDICTION IS 350 North St.
         Paul Street, Dallas, Texas 75201

4.       THE PERIOD, NOT TO EXCEED 10 YEARS, DURING WHICH THE ASSUMED NAME WILL
         BE USED IS 10 Years

5.       THE ENTITY IS A (CIRCLE ONE):

                                      BUSINESS CORPORATION
                                      NON-PROFIT CORPORATION
                                      PROFESSIONAL CORPORATION
                                      PROFESSIONAL ASSOCIATION
                                      LIMITED LIABILITY COMPANY
                                      LIMITED PARTNERSHIP
                                      REGISTERED LIMITED LIABILITY PARTNERSHIP

         IF THE ENTITY IS SOME OTHER TYPE OF INCORPORATED BUSINESS, PROFESSIONAL
         OR OTHER ASSOCIATION, PLEASE SPECIFY BELOW:

         _______________________________________________________________________

6.       IF THE ENTITY IS REQUIRED TO MAINTAIN A REGISTERED OFFICE IN TEXAS, THE
         ADDRESS OF THE REGISTERED OFFICE IS 350 North St Paul Street, Dallas,
         Texas 75201 AND THE NAME OF ITS REGISTERED AGENT AT SUCH ADDRESS IS CT
         Corporation System THE ADDRESS OF THE PRINCIPAL OFFICE (IF NOT THE SAME
         AS THE REGISTERED OFFICE) IS __________________________________________
         _______________________________________________________________________



7.       IF THE ENTITY IS NOT REQUIRED TO OR DOES NOT MAINTAIN A REGISTERED
         OFFICE IN TEXAS, THE OFFICE ADDRESS IN TEXAS IS _______________________
         AND IF THE ENTITY IS NOT INCORPORATED, ORGANIZED OR ASSOCIATED UNDER
         THE LAWS OF TEXAS, THE ADDRESS OF ITS PLACE OF BUSINESS IN TEXAS IS
         __________________________________ AND THE OFFICE ADDRESS ELSEWHERE IS
         _______________________________________________________________________

8.       THE COUNTY OR COUNTIES WHERE BUSINESS OR PROFESSIONAL SERVICES ARE
         BEING OR ARE TO BE CONDUCTED OR RENDERED UNDER SUCH ASSUMED NAME ARE
         (IF APPLICABLE, USE THE DESIGNATION "ALL" OR "ALL EXCEPT"):
         ALL

                                /s/ William D. Shovers
                                ------------------------------------------------
                                SIGNATURE OF OFFICER, GENERAL PARTNER, MANAGER,
                                REPRESENTATIVE OR ATTORNEY-IN-FACT OF THE ENTITY

STATE OF MICHIGAN

COUNTY OF WAYNE

BEFORE ME, THE UNDERSIGNED AUTHORITY, ON THIS DAY PERSONALLY APPEARED WILLIAM D.
SHOVERS KNOWN TO ME TO BE THE PERSON WHO SIGNED THE FOREGOING INSTRUMENT, AND
ACKNOWLEDGED TO ME THAT HE EXECUTED THE INSTRUMENT FOR THE PURPOSES THEREIN
EXPRESSED.

GIVEN UNDER MY HAND AND SEAL OF OFFICE ON THIS 17th DAY OF June 1999

         (NOTARY SEAL)

                                 /s/ Patricia M. Cecchini
                                -------------------------------
                                NOTARY PUBLIC

                                          PATRICIA M. CECCHINI Notary Public
                                               Oakland County, Michigan
                                            My Commission Expires 4-2-2003

FORM NO. 503
REVISED 6/96

         The office of the Secretary of State does not discriminate on the basis
of race, color, national organ, sex, religion, age or disability in employment
or the provision of services





aT Code- 13196                           Do not write in the space above
                               -------------------------------------------------
TEXAS FRANCHISE TAX            c. Taxpayer identification number  d. Report year
PUBLIC INFORMATION REPORT      -                  1-74-2418656-1  -         2002
MUST be filed with your        ------------------------------------------------
Corporation Franchise Tax Report

Corporation name and address                 e. PIR/IND - [ ] 1, 2, 3, 4
HAYES LEMMERZ INTERNATIONAL -        -------------------------------------------
LAREDO, INC.                         Secretary of State file number or, if none,
15300 CENTENNIAL DRIVE                     Comptroller unchartered number
NORTHVILLE         MI       48167    -------------------------------------------
                                                   g. -                   -
                                     Item k on Franchise
                                     Tax Report form. Page 1 00799474-00  2
                                     -------------------------------------------

The following information MUST be provided for the Secretary of State (S.O.S.)
by each corporation that files a Texas Corporation Franchise Tax Report.

The information will be available for public inspection.

"SECTION A" MUST BE COMPLETE AND ACCURATE.                   PLEASE SIGN BELOW!

If preprinted information is not correct, please type or print the correct
information.

[ ] Check here if there are currently no changes to the information preprinted
    in Sections A, B, and C of this report.

- --------------------------------------------------------------------------------
Corporation's principal office
  15300 CENTENNIAL DRIVE, NORTHVILLE, MI 48167
- --------------------------------------------------------------------------------
Principal place of business
  P.O. BOX 2159, LAREDO, TX 78044
- --------------------------------------------------------------------------------

SECTION A. Name, title and mailing address of each officer and director. Use
additional sheets, if necessary.


- ---------------------------------------------------------------------------------------------
                                                      
NAME                             TITLE          DIRECTOR       Social Security No. (Optional)
  SANDBERG, DANIEL M.            PRESIDENT      [ ] YES
- ---------------------------------------------------------------------------------------------
MAILING ADDRESS                                                Expiration date (mm-dd-yyyy)
  15300 CENTENNIAL DRIVE, NORTHVILLE, MI 48167
- ---------------------------------------------------------------------------------------------
NAME                             TITLE          DIRECTOR       Social Security No. (Optional)
  HILTZ, KENNETH A.              V. PRESIDENT   [ ] YES
- ---------------------------------------------------------------------------------------------
MAILING ADDRESS                                                Expiration date (mm-dd-yyyy)
  15300 CENTENNIAL DRIVE, NORTHVILLE, MI 48167
- ---------------------------------------------------------------------------------------------
NAME                             TITLE          DIRECTOR       Social Security No. (Optional)
  KARENKO, LARRY                 V. PRESIDENT   [X] YES
- ---------------------------------------------------------------------------------------------
MAILING ADDRESS                                                Expiration date (mm-dd-yyyy)
  15300 CENTENNIAL DRIVE, NORTHVILLE, MI 48167
- ---------------------------------------------------------------------------------------------
NAME                             TITLE          DIRECTOR       Social Security No. (Optional)
  SALVETTE, JOHN A               V. PRESIDENT   [ ] YES
- ---------------------------------------------------------------------------------------------
MAILING ADDRESS                                                Expiration date (mm-dd-yyyy)
  15300 CENTENNIAL DRIVE, NORTHVILLE, MI 48167
- ---------------------------------------------------------------------------------------------
NAME                             TITLE          DIRECTOR       Social Security No. (Optional)
  SINDLING, GARY J.              TREASURER      [ ] YES
- ---------------------------------------------------------------------------------------------
MAILING ADDRESS                                                Expiration date (mm-dd-yyyy)
  15300 CENTENNIAL DRIVE, NORTHVILLE, MI 48167
- ---------------------------------------------------------------------------------------------


SECTION B. List each corporation in which this reporting corporation owns an
           interest of ten percent (10%) or more. Enter the information
           requested for each corporation if none, enter "NONE." Use additional
           sheets, if necessary.


- ----------------------------------------------------------------------------------------------------------------------
                                                                                          
Name of owned (Subsidiary) corporation     State of incorporation     Texas S.O.S file number      Percentage interest
  INDUSTRIAS FRONTERIZAS HLI, SA DE CV               MM               NONE                         99.999
- ----------------------------------------------------------------------------------------------------------------------
Name of owned (subsidiary) corporation     State of incorporation     Texas S.O.S. file number     Percentage Interest
  HLI-MEXICANA, SA DE CV                             MM               NONE                         99.9998
- ----------------------------------------------------------------------------------------------------------------------


SECTION C. List each corporation that owns an interest of ten percent (10%) or
           more in this reporting corporation. Enter the information  requested
           for each corporation. If none, enter "NONE." Use additional sheets,
           if necessary.


- ----------------------------------------------------------------------------------------------------------------------
                                                                                          
Name of owning (parent) corporation        State of incorporation     Texas S.O.S. file number     Percentage Interest
  HAYES LEMMERZ INTERNATIONAL-CMI, INC.              MI               NONE                               100
- ----------------------------------------------------------------------------------------------------------------------


Registered agent and registered office currently on file. (Changes must be filed
separately with the Secretary of State.)

Agent:  CT CORPORATION SYSTEM
Office: 350 N. ST. PAUL ST.                [ ] Check here if you need forms
        DALLAS, TX 75201                       to change this information.

I declare that the information in this document and any attachments is true and
correct to the best of my knowledge and belief and that a copy of this report
has been mailed to each person named in this report who is an officer or
director and who is not currently employed by this corporation or a related
corporation.



              Officer, director, or other authorized person      Title              Date      Daytime phone (Area code and number)
                                                                                  
sign here     /s/ Mark W. Jankowski                              ASST. TREASURER    5/2/02    (734) 737-5130




SECTION A

                        ADDITIONAL DIRECTORS AND OFFICERS



     NAME/ADDRESS                             TITLE               DIRECTOR
     ------------                             -----               --------
                                                            
JANKOWSKI, MARK W.                        ASST. TREASURER
15300 CENTENNIAL DRIVE
NORTHVILLE, MI 48167

CAULEY, PATRICK C.                        ASST. SECRETARY
15300 CENTENNIAL DRIVE
NORTHVILLE, MI 48167

EX-3.52

                                                                    EXHIBIT 3.52

                                     BYLAWS

                                       OF

                               CMI - TEXAS, INC.

                                    ARTICLE I

                                     OFFICES

1.01     The principal office of the Corporation in the State of Texas shall be
located in the City of El Paso, County of El Paso, Texas. The Corporation shall
have such other offices, either within or without the State of Texas, as the
Board of Directors may designate or as the business of the Corporation may
require from time to time.

                                   ARTICLE II

                              SHAREHOLDERS MEETINGS

                                PLACE OF MEETINGS

2.01.    All meetings of the Shareholders shall be held at the principal office
of the Corporation or any other place within or without the state as may be
designated for that purpose from time to time by the Board of Directors.

                             TIME OF ANNUAL MEETING

2.02.    All annual meetings of the Stockholders shall be held each year at 9:00
a.m. on the third Wednesday following the end



of the Corporation's fiscal year. If this day falls on a legal holiday, the
annual meeting shall be held at the same time on the next following business day
thereafter.

                               NOTICE OF MEETINGS

2.3.     Notices of meetings stating the place, day and hour of the meeting and
in case of a special meeting, the purpose or purposes for which the meeting is
called, shall be given in writing to each Shareholder entitled to vote at the
meeting at least ten (10) but not more than fifty (50) days before the date of
the meeting, either personally or by mail or other means of written
communication, addressed to the stockholder at his address appearing on the
books or given notice by him to the Corporation for the purpose of such notice.
Notice of adjourned meetings is not necessary unless the meeting is adjourned
for thirty (30) days or more, in which case notice of the adjourned meeting
shall be given as in the case of any special meeting.

2.4.     Special meetings of the Stockholders, for any purpose or purposes, may
be called at any time by the President or the Board of Directors, or by any one
or more Directors and shall be called by the Chairman of the Board of Directors
at the request of the holders of not less than ten percent (10%) of all the
outstanding shares of the Corporation entitled to vote at the meeting.

                                       -2-



                                     QUORUM

2.05.    A majority of the voting shares constitutes a quorum for the
transaction of business. Business may be continued after withdrawal of enough
Shareholders to leave less than a quorum.

                                  VOTING LISTS

2.06.    The officer or agent having charge of the stock transfer books for
shares of the Corporation shall make a complete list of the Shareholders
entitled to vote at each meeting of shareholders or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each. Such list shall be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any Shareholder during the
whole time of the meeting for the purposes thereof.

                                     VOTING

2.07.    Only persons in whose names shares appear on the share records of the
Corporation on the date on which notice of the meeting is mailed shall be
entitled to vote at such meeting unless some other day is fixed by the Board of
Directors for the determination of Shareholders of record. Voting for the
election of Directors shall be by voice unless any Shareholder demands a ballot
vote before the voting begins.

                                       -3-



                                      PROXY

2.08.    Every person entitled to vote or execute consents may do so either in
person or by written proxy executed in writing by the Shareholder or his duly
authorized attorney-in-fact.

                              CONSENT OF ABSENTEES

2.09.    No defect in the calling or noticing of a Shareholders' meeting will
affect the validity of any action at the meeting if a quorum was present and if
each Shareholder not present in person or by proxy signs a written waiver of
notice, consent to the holding of a meeting, or approval of the minutes, either
before or after the meeting, and such waivers, consents, or approvals are filed
with the corporate records or made a part of the minutes of the meeting.

                             ACTION WITHOUT MEETING

2.10.    Action may be taken by the Shareholders without a meeting if each
Shareholder entitled to vote signs a written consent of action, and such
consents are filed with the Secretary of the Corporation.

                             SHAREHOLDERS' DEADLOCK

2.11.    If the Shareholders are so divided that the votes necessary for action
by the Shareholders cannot be obtained with the consequence that the business
and affairs of the Corporation

                                       -4-



can no longer be conducted to the advantage of the Shareholders generally, a
provisional Shareholder or Shareholders shall be appointed to act only on the
deadlocked issue as follows: If the deadlocked Shareholders can agree on the
selection and appointment of an impartial person who is neither an employee nor
a creditor of the Corporation, such provisional Shareholder shall be appointed
and shall have all the rights and powers of a Shareholder who owns one share of
common stock of the Corporation, including the right to notice and to vote at
meetings of Shareholders. If the Shareholders cannot agree upon a single
provisional Shareholder, one provisional Shareholder shall be selected by each
side of the deadlocked shareholders, and a third provisional Shareholder shall
be selected by the first two provisional Shareholders chosen. All three
provisional Shareholders shall have all the rights and powers of a Shareholder
who owns one share of common stock of the Corporation. The decision of the
majority of the Shareholders (including the provisional Shareholder or
Shareholders, as the case may be) shall be binding on the nonprovisional
Shareholders who were deadlocked. The compensation of the provisional
Shareholder(s) is to be agreed to in advance, prior to assuming the position(s)
of provisional Shareholder(s), by the provisional Shareholder(s) and the
deadlocked Shareholders.

                                       -5-



                                  ARTICLE THREE

                                    DIRECTORS

                                     POWERS

3.01.    The Directors shall act only as a board. All corporate powers of the
Corporation shall be exercised by, or under the authority of, and the business
and affairs of the Corporation shall be controlled by the Board of Directors,
subject, however, to such limitations as are imposed by law, the Articles of
Incorporation or these Bylaws, as to actions to be authorized or approved by the
Shareholders. The Board of Directors may, by contract or otherwise, given
general, or limited, or special power and authority to the officers and
employees of the Corporation to transact the general business, or any special
business, of the Corporation and may give powers of attorney to agents of the
Corporation to transact any special business requiring such authorization.

                      NUMBER AND QUALIFICATION OF DIRECTORS

3.02.    The authorized number of Directors of the Corporation shall be not less
than one nor more than five. The Directors need not be Shareholders of the
Corporation or residents of Texas. Subject to foregoing, the actual number of
Directors holding office at any one time shall be determined by resolution of
the Board of Directors. No decrease in the number of

                                       -6-



Directors shall have the effect of shortening the term of any incumbent
Director.

                           ELECTION AND TERM OF OFFICE

3.03.    Directors shall be elected annually by the Shareholders entitled to
vote and shall hold office until their respective successors are elected or
until their death, resignation, or removal.

                                    VACANCIES

3.04.    Vacancies in the Board of Directors not caused by an increase in the
number of Directors may be filled by majority of the remaining Directors, though
less than a quorum or by a sole remaining Director. Any vacant directorship to
be filled by reason of an increase in the number of Directors shall be filled by
election at an annual meeting or at a special meeting of Shareholders called for
that purpose. The Shareholders may elect a Director at any time to fill any
vacancy not filled by the Directors.

                              REMOVAL OF DIRECTORS

3.05.    The entire Board of Directors or any individual Director may be removed
from office with or without cause by vote of the holders of the majority of the
shares entitled to vote for Directors, at any regular or special meeting of such
shareholders.

                                       -7-



                                PLACE OF MEETINGS

3.06.    All meetings of the Board of Directors shall be held at the principal
office of the Corporation or at such place within or without the state as may be
designated from time to time by resolution of the Board or by written consent of
all the members of the Board.

                                REGULAR MEETINGS

3.07.    Regular meetings of the Board of Directors shall be held without call
or notice immediately following each annual meeting of the Shareholders of this
Corporation and at such other times as the Directors may determine.

                        SPECIAL MEETINGS-CALI AND NOTICE

3.08.    Special meetings of the Board of Directors for any purpose shall be
called at any time by the Chairman of the Board of Directors, or if he is absent
or unable or refuses to act, by the President, any Vice President or any two
Directors. Written notices of the special meetings stating the time and, in
general terms the purpose or purposes thereof, shall be mailed or telegraphed or
personally delivered to each Director not later than the day before the day
appointed for the meeting.

                                     QUORUM

3.09.    A majority of the authorized number of Directors shall be necessary to
constitute a quorum for the transaction of

                                       -8-



business except to adjourn as hereinafter provided. Every act or decision done
or made by a majority of the Directors present shall be regarded as the act of
the Board of Directors unless a greater number be required by law or by the
Articles of Incorporation.

                          BOARD ACTION WITHOUT MEETING

3.10.    Any action required or permitted to be taken by the Board of Directors
may be taken without a meeting and with the same force and effect as unanimous
vote of Directors, if all members of the Board shall individually or
collectively consent in writing to such action.

                               ADJOURNMENT-NOTICE

3.11.    A quorum of the Directors may adjourn any Directors' meeting to meet
again at a stated day and hour. Notice of the time and place of holding an
adjourned meeting shall not be given to absent Directors if the time and place
is fixed at the meeting adjourned. In the absence of a quorum, a majority of the
Directors present at any Directors' meeting, either regular or special, may
adjourn from time to time until the time fixed for the next regular meeting of
the Board.

                               CONDUCT OF MEETINGS

3.12.    The President or, in his absence, any Director selected by the
Directors present shall preside at the meetings of the

                                       -9-



Board of Directors. The Secretary of the Corporation, or, in his absence, any
person appointed by the presiding officer, shall act as Secretary of the Board
of Directors.

                                  COMPENSATION

3.13.    Directors and members of committees may receive such compensation, if
any, for their services and such reimbursement for expenses as may be fixed or
determined by resolution of the Board.

                               DIRECTORS' DEADLOCK

3.14.    If the Directors are so divided respecting the management of the
Corporation's business and affairs that the votes required for action by the
Board of Directors cannot be obtained with the consequence that the business and
affairs of the Corporation can no longer be conducted to the advantage of the
Shareholders generally, a provisional Director or Directors shall be appointed
to act only on the deadlocked issue as follows: If the deadlocked Directors can
agree on the selection and appointment of an impartial person who is not an
employee, Shareholder or a creditor of the Corporation such provisional Director
shall be appointed and shall have all of the rights and powers of a duly elected
Director of the Corporation including the right to notice of and to vote at
meetings of Directors. If the Directors cannot agree upon a single provisional
Director,

                                      -10-



one provisional Director shall be selected by each side of the deadlocked
Directors, and a third provisional Director shall be selected by the first two
provisional Directors chosen. All three of the provisional Directors as provided
for herein shall have all of the rights and powers of a duly elected Director of
the Corporation. The decision of the majority of the Directors (including the
provisional Director or Directors, as the case may be) shall be binding on the
non-provisional Directors who were deadlocked. The compensation of the
provisional Director(s) is to be agreed to in advance, prior to assuming the
position(s) of provisional Director(s), by the provisional Director(s) and the
deadlocked Directors.

                                  ARTICLE FOUR

                                    OFFICERS

                              TITLE AND APPOINTMENT

4.01.    The officers of the Corporation shall be a President, a Secretary, a
Treasurer, and such Vice-President, assistants and other officers as the Board
of Directors shall from time to time determine. All officers shall be elected by
and hold office at the pleasure of the Board of Directors which shall fix the
compensation and tenure of all officers.

                                      -11-



                                    PRESIDENT

4.02.    The President shall be the principal executive officer of the
Corporation and, subject to the control of the Board of Directors, shall in
general supervise and control all of the business and affairs of the
Corporation. The President shall preside at all meetings of the Shareholders and
of the Board of Directors. He may sign, with the Secretary or any other proper
officer of the Corporation authorized by the Board of Directors, certificates
for shares of the Corporation, any deeds, mortgages, bonds, contracts or other
instruments which the Board of Directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated by
the Board of Directors or by these Bylaws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed or executed; and
in general shall perform all duties incident to the office of President and such
other duties as may be prescribed by the Board of Directors from time to time.

                                    SECRETARY

4.03.    The Secretary shall: (a) keep the minutes of the proceedings of the
Shareholders and of the Board of Directors in one or more books provided for
that purpose; (b) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c) be custodian of the

                                      -12-



corporate records and of the seal of the Corporation and see that the seal of
the Corporation is affixed to all documents the execution of which on behalf of
the Corporation under its seal is duly authorized; (d) keep a register of the
postoffice address of each Shareholder which shall be furnished to the Secretary
by such Shareholder; (e) sign with the President, certificates for shares of the
Corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors; (f) have general charge of the stock transfer books of
the Corporation; and (g) in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the President or by the Board of Directors.

                                    TREASURER

4.04.    The Treasurer shall: (a) have charge and custody of and be responsible
for all funds and securities of the Corporation; (b) receive and give receipts
for moneys due and payable to the Corporation from any source whatsoever, and
deposit all such moneys in the name of the Corporation in such banks, trust
companies or other depositaries as shall be selected in accordance with the
provisions of Article V of these Bylaws; and (c) in general perform all of the
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned to him by the President or by the Board of

                                      -13-



Directors. If required by the Board of Directors, the Treasurer shall give a
bond for the faithful discharge of his duties in such sum determine.

                          SECRETARY AND VICE PRESIDENTS

4.05.    In the absence or disablity of the President the Secretary shall
perform all the duties of the President, and when so acting shall have the
powers of, and be subject to all the restrictions on, the President. If so
chosen by the Board of Directors, the Vice Presidents shall have such powers and
perform such duties as from time to time may be prescribed for them respectively
by the Board of Directors or the Bylaws.

                                  ARTICLE FIVE

                            EXECUTION OF INSTRUMENTS

                                   SIGNATORIES

5.01.    The Board of Directors may, in its discretion, determine the method and
designate the signatory officer or officers or other person or persons to
execute any Corporation instrument or to sign the corporate name without
limitation except where otherwise provided by law and such execution or
signature shall be binding upon the Corporation.

                                      -14-



                                      LOANS

5.02.    No loans shall be contracted on behalf of the Corporation and no
evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be general or confined
to specific instances.

                                   ARTICLE SIX

                         ISSUANCE AND TRANSFER OF SHARES

                     CERTIFICATES FOR PAID AND UNPAID SHARES

6.01.    Certificates for shares of the Corporation shall be issued only when
fully paid.

                               SHARE CERTIFICATES

6.02.    The Corporation shall deliver certificates representing all shares to
which Shareholders are entitled which certificates shall be in such form and
device as the Board of Directors may provide. Each certificate shall bear upon
its face the statement that the Corporation is organized in Texas, the name in
which it is issued, the number and series, and the par value. The certificates
shall be signed by the President and the Secretary or an Assistant Secretary,
which signatures may be in facsimile if the certificates are to be countersigned
by a transfer agent or registered by registrar, and the seal of the Corporation

                                      -15-



shall be affixed thereto. The certificates shall contain on the faces or backs
such recitiations or references as are required by law.

                           REPLACEMENT OF CERTIFICATES

6.03.    No new certificates shall be issued until the former certificate for
the shares represented thereby shall have been surrendered and cancelled except
in the case of lost or destroyed certificates for which the Board of Directors
may order new certificates to be issued upon such terms, conditions, and
guarantees as the Board may see fit to impose, including the filing of
sufficient indemnity.

                               TRANSFER OF SHARES

6.04.    Shares of the Corporation may be transferred by endorsement, by the
signature of the owner, his agent, attorney, or legal representative and the
delivery of the certificate. The transferee in any transfer of shares shall be
deemed to have full notice of and to consent to the Bylaws of the Corporation to
the same extent as if he had signed a written assent thereto.

                                  ARTICLE SEVEN

                               RECORDS AND REPORTS

                         INSPECTION OF BOOKS AND RECORDS

7.01.    All books and records provided for by statute shall be open to
inspection of the Shareholders from time to time and to

                                      -16-



the extent expressly provided by statute or these Bylaws, and not otherwise. The
Directors may examine such books and records at all reasonable times.

                          CLOSING STOCK TRANSFER BOOKS

7.02.    The Board of Directors, in their discretion, may close the transfer
books for a period not exceeding 50 days preceding any meeting, annual or
special, of the Shareholders or the day appointed for the payment of a dividend.

                                   FISCAL YEAR

7.03.    The fiscal year of the Corporation shall be designated by resolution of
the Board of Directors.

                                  ARTICLE EIGHT

                              AMENDMENT OF BYLAWS

8.01.    The power to alter, amend, or repeal these Bylaws is vested in the
Directors, subject to repeal or change by action of the Shareholders.

                                  ARTICLE NINE

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

9.01.    Each Director or officer of the Corporation, each former Director or
officer, and any person who serves or has served at

                                      -17-



the request of the Corporation as a Director or officer of another corporation
in which the Corporation owned shares of the capital stock or of which it was a
creditor, shall be indemnified by the Corporation against any costs and expenses
which may be imposed upon or actually and necessarily incurred by him (and for
which he is not otherwise reimbursed), including the amount of any judgments or
fines, in connection with the defense of any action, suit or proceeding whether
criminal or civil, in which he may be named as a party by reason of his being or
having been such Director or officer, or by reason of any action alleged to have
been taken or omitted by him in either such capacity; provided, however, that
the Corporation shall not indemnify any such person against any costs or
expenses imposed upon or incurred by him in relation to matters as to which he
shall be finally adjudged to be liable for negligence or misconduct in the
performance of duty. In the event of a settlement of any such action, suit or
proceeding prior to final adjudication, or in the event of a settlement of any
claim made against any such person by reason of his being or having been such
Director or officer, such person shall be indemnified against any costs and
expenses actually incurred by him, including any amount paid to effect such
settlement, if the Corporation is advised by independent counsel selected or
approved by its Board of Directors that he acted without negligence or
misconduct in the performance of duty and that

                                      -18-



such costs and expenses are not unreasonable. In the event of a criminal action,
suit or proceeding, a conviction or judgment (whether based on a plea of guilty
or nolo contendere or its equivalent, or after trial) shall not be deemed an
adjudication that such person is liable for negligence or misconduct in the
performance of duty if he acted in good faith in what he considered to be the
best interests of the Corporation or such other corporation and with no
reasonable cause to believe that the action was illegal.

9.02.    The right of indemnification in this Article provided shall inure to
each person referred to in the first paragraph of this Article whether or not he
is such Director or officer at the time such costs or expenses are imposed or
incurred, and whether or not the claim asserted against him is based on matters
which antedate the adoption of these Bylaws; and in the event of his death or
incapacity shall extend to his legal representatives. Each person who shall act
as a Director or officer of the Corporation, or of any such other corporation at
the request of the Corporation, shall be deemed to be doing so in reliance upon
such right of indemnification; and such right shall not be exclusive of any
other right which he may have.

                                      -19-



                           SIGNATURES AND ATTESTATION

         The undersigned hereby certifies that the Bylaws were adopted by the
Board of Directors as of the 9th day of June, 1986

                                                        /s/ W. Frank Suit
                                                        ________________________
                                                        W. Frank Suit, Secretary

2715H

                                      -20-

EX-3.53

                                                                    EXHIBIT 3.53

- --------------------------------------------------------------------------------
        MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
                                                       (FOR BUREAU USE ONLY)

  Date Received                                                FILED

                     Adjusted per telephone              JAN 31 1994
   JAN 20 1994       authorization from
                     David Tennent                       Administrator
                                                MICHIGAN DEPARTMENT OF COMMERCE
                                                Corporation & Securities Bureau
- --------------------------------------
Name
  David L. Tennent
- --------------------------------------
Address
  801 W. Big Beaver Rd, Ste. 500
- --------------------------------------
City          State      Zip Code
  Troy         MI         48084                 EFFECTIVE DATE
- --------------------------------------
- - Document will be returned to the name and address your enter above. -

                       RESTATED ARTICLES OF INCORPORATION
                    FOR USE BY DOMESTIC PROFIT CORPORATIONS
            (Please read information and instructions on last page)

     Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned
corporation executes the following Articles:

1.   The present name of the corporation is:  CMI - DEARBORN, INC.

2.   The corporation identification number assigned by the Bureau is:  106-605

3.   All former names of the corporation are:
                 Dearborn Machine Products, Co.

4.   The date of filing the original Articles of Incorporation was: 6/10/66

     The following Restated Articles of Incorporation supersede the Articles of
     Incorporation as amended and shall be the Articles of Incorporation for the
     corporation:

ARTICLE I

The name of the corporation is: CMI-DEARBORN, INC.

ARTICLE II

The purpose or purposes for which the corporation is formed are: To engage in
any activity within the purposes for which corporations may be formed under the
Business Corporation Act of Michigan.

GOLD SEAL APPEARS ONLY ON ORIGINAL



ARTICLE III

The total authorized shares:

     Common shares 50,000                  Preferred shares__________________

     A statement of all or any of the relative rights, preferences and
     limitations of the shares of each class is as follows:

ARTICLE IV

1.   The address of the current registered office is:

        30333 Southfield Road               Southfield, Michigan      48076
     -------------------------------------------------            -------------
          (STREET ADDRESS)                    (CITY)                (ZIP CODE)

2.   The mailing address of the current registered office if different than
     above:

     ---------------------------------------------------, Michigan ------------
           (P.O. BOX)                         (CITY)                (ZIP CODE)

3.   The name of the current resident agent is: Richard A. Nawrocki

ARTICLE V (OPTIONAL. DELETE IF NOT APPLICABLE.)

When a compromise or arrangement or a plan of reorganization of this corporation
is proposed between this corporation and its creditors or any class of them or
between this corporation and its shareholders or any class of them, a court of
equity jurisdiction within the state, on application of this corporation or of a
creditor or shareholder thereof, or on application of a receiver appointed for
the corporation, may order a meeting of the creditors or class of creditors or
of the shareholders or class of shareholders to be affected by the proposed
compromise or arrangement or reorganization, to be summoned in such manner as
the court directs. If a majority in number representing 3/4 in value of the
creditors or class of creditors, or of the shareholders or class of shareholders
to be affected by the proposed compromise or arrangement or a reorganization,
agree to a compromise or arrangement or a reorganization of this corporation as
a consequence of the compromise or arrangement, the compromise or arrangement
and the reorganization, if sanctioned by the court to which the application has
been made, shall be binding on all the creditors or class of creditors, or on
all the shareholders or class of shareholders and also on this corporation.

ARTICLE VI (OPTIONAL. DELETE IF NOT APPLICABLE.)

Any action required or permitted by the Act to be taken at an annual or special
meeting of shareholders may be taken without a meeting, without prior notice and
without a vote, if consents in writing, setting forth the action so taken, are
signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote on the action were present and
voted. The written consents shall bear the date of signature of each shareholder
who signs the consent. No written consents shall be effective to take the
corporate action referred to unless, within 60 days after the record date for
determining shareholders entitled to express consent to or to dissent from a
proposal without a meeting, written consents signed by a sufficient number of
shareholders to take the action are delivered to the corporation. Delivery shall
be to the corporation's registered office, its principal place of business, or
an officer or agent of the corporation having custody of the minutes of the
proceedings of its shareholders. Delivery made to a corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested.

Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to shareholders who have not
consented in writing.

GOLD SEAL APPEARS ONLY ON ORIGINAL



ARTICLE VII (ADDITIONAL PROVISIONS, IF ANY, MAY BE INSERTED HERE; ATTACH
ADDITIONAL PAGES IF NEEDED.)

     SEE ADDENDUM ATTACHED HERETO AND MADE A PART HEREOF

5.   COMPLETE SECTION (a) IF RESTATED ARTICLES WERE ADOPTED BY THE UNANIMOUS
     CONSENT OF THE INCORPORATORS BEFORE THE FIRST MEETING OF THE BOARD OF
     DIRECTORS; OTHERWISE, COMPLETE SECTION (b)

     a. [ ] These Restated Articles of Incorporation were duly adopted on the
            _______day of______________, 19______, in accordance with the
            provisions of Section 642 of the Act by the unanimous consent of the
            incorporators before the first meeting of the Board of Directors.

            Signed this______________ day of_________________________, 19_______

            __________________________      ____________________________________

            __________________________      ____________________________________
          (SIGNATURES OF INCORPORATORS; TYPE OR PRINT NAME UNDER EACH SIGNATURE)

     b. [X] These Restated Articles of Incorporation were duly adopted on the
            14th day of JANUARY, 1994, in accordance with the provisions of
            Section 642 of the Act and: (check one of the following)

            [ ] were duly adopted by the Board of Directors without a vote of
                the shareholders. These Restated Articles of Incorporation only
                restate and integrate and do not further amend the provisions
                of the Articles of Incorporation as heretofore amended and there
                is no material discrepency between those provisions and the
                provisions of these Restated Articles.

            [ ] were duly adopted by the shareholders. The necessary number of
                shares as required by statute were voted in favor of these
                Restated Articles.

            [ ] were duly adopted by the written consent of the shareholders
                having not less than the minimum number of votes required by
                statute in accordance with Section 407(1) of the Act. Written
                notice to shareholders who have not consented in writing has
                been given. (Note: Written consent by less than all of the
                shareholders is permitted only if such provision appears in the
                Articles of Incorporation.)

            [X] were duly adopted by the written consent of all the shareholders
                entitled to vote in accordance with Section 407(2) of the Act.

                       Signed this 14 day of January, 1994

                       By /s/ Richard A. Nawrocki
                          ---------------------------------------------
                                     (SIGNATURE)

                           Richard A. Nawrocki             Vice President
                           -------------------------------------------------
                           (TYPE OR PRINT NAME)         (TYPE OR PRINT TITLE)

GOLD SEAL APPEARS ONLY ON ORIGINAL


               ATTACHMENT TO RESTATED ARTICLES OF INCORPORATION OF
                               CMI-DEARBORN, INC.

ARTICLE VII

(1) A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for a breach of fiduciary
duty as a director, except for liability: (a) for any breach of the director's
duty of loyalty to the corporation or its shareholders; (b) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (c) for a violation of Section 551(1) of the Michigan Business
Corporation Act; (d) for any transaction from which the director derived an
improper personal benefit; or (e) for any act or omission occurring prior to the
date of the approval of this Article. In the event the Michigan Business
Corporation Act is amended after the approval of this Article to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the corporation shall be
eliminated or limited to the fullest extent permitted by the Michigan Business
Corporation Act, as so amended. Any repeal, modification or adoption of any
provision in these Articles of Incorporation inconsistent with this Article
shall not adversely affect any right or protection of a director of the
corporation existing at the time of such repeal, modification or adoption.

(2) Directors and officers of the corporation shall be indemnified as of right
to the fullest extent now or hereafter permitted by law in connection with any
actual or threatened civil, criminal, administrative or investigative action,
suit or proceeding (whether formal or informal and whether brought by or in the
name of the corporation, a subsidiary or otherwise) arising out of: (a) any
actual or alleged act or omission at any time as a director or officer of the
corporation, a subsidiary, or any organization for which the person is serving
at the request of the corporation; (b) their past, present or future status as a
director of officer of the corporation, a subsidiary or any organization for
which the person is serving at the request of the corporation. Persons who are
not directors or officers of the corporation may be similarly indemnified in
respect of such service to the extent authorized at any time by the board of
directors of the corporation. The provisions of this Article shall be applicable
to directors and officers who have ceased to render such service and shall inure
to the benefit of their heirs, executors and administrators. The right of
indemnity provided herein shall not be exclusive, and the corporation may
provide indemnification to any person, by agreement or otherwise, on such terms
and conditions as the board of directors of the corporation may approve. Any
agreement for indemnification of any director, officer, employee or other person
may provide indemnification rights which are broader or otherwise different than
those set forth in the Michigan Business Corporation Act.


[ILLEGIBLE]

- --------------------------------------------------------------------------------
              MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
               CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
  Date Received             (FOR BUREAU USE ONLY)          FILED
  JUN 21 1999
- ----------------                                        JUN 21 1999

- -----------------------------------------              Administrator
Name                                        CORP. SECURITIES & LAND DEV. BUREAU
          517-663-2525 Ref # 94118
          Attn: Cheryl J. Bixby
Address
          MICHIGAN RUNNER SERVICE
          P.O. Box 266
City
          Eaton Rapids, MI 48827            EFFECTIVE DATE:
- -----------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

           CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
                    FOR USE BY DOMESTIC PROFIT CORPORATIONS
          (Please read Information and instructions on the last page)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:

1.  The present name of the corporation is: CMI - DEARBORN, INC.

2.  The identification number assigned by the Bureau is: 106-605

3.  The location of its registered office is:

30333 Southfield Road                     Southfield, Michigan       48076
- ----------------------------------------------------           -----------------
         (Street Address)                   (City)                (ZIP Code)

4.  Article I of the Articles of Incorporation is hereby amended to read as
    follows:

    The name of the corporation is HAYES LEMMERZ INTERNATIONAL - MONTAGUE, INC.

Article IV of the Articles of Incorporation is hereby amended to read as
follows:

1.  The address of the registered office is 15300 Centennial Drive, Northville,
    Michigan 48167.

3.  The name of the resident agent at the registered office is Patrick B. Carey.

GOLD SEAL APPEARS ONLY ON ORIGINAL



5.  (FOR AMENDMENTS ADOPTED BY UNANIMOUS CONSENT OF INCORPORATORS BEFORE THE
    FIRST MEETING OF THE BOARD OF DIRECTORS OR TRUSTEES.)

    The foregoing amendment to the Articles of Incorporation was duly adopted on
    the ___________________day of ___________________, 19___, in accordance with
    the provisions of the Act by the unanimous consent of the Incorporator(s)
    before the first meeting of the Board of Director or Trustees.

     Signed this _____________________ day of ______________________, 19___.

- -------------------------------------    ---------------------------------------
            (Signature)                                (Signature)

- -------------------------------------    ---------------------------------------
       (Type or Print Name)                        (Type of Print Name)

- -------------------------------------    ---------------------------------------
            (Signature)                                (Signature)

- -------------------------------------    ---------------------------------------
       (Type or Print Name)                        (Type or Print Name)

6.  (FOR PROFIT CORPORATIONS, AND FOR NONPROFIT CORPORATIONS WHOSE ARTICLES
    STATE THE CORPORATION IS ORGANIZED ON A STOCK OR ON A MEMBERSHIP BASIS.)

    The foregoing amendment to the Articles of Incorporation was duly adopted on
    the 30th day of April, 1999 by the shareholders if a profit corporation, or
    by the shareholders or members if a nonprofit corporation (check one of the
    following)

    [ ] at a meeting. The necessary votes were cast in favor of the amendment.

    [ ] by written consent of the shareholders or members having not less than
        the minimum number of votes required by statue in accordance with
        Section 407(1) and (2) of the Act if a nonprofit corporation, or Section
        407(1) of the Act if a profit corporation. Written notice to
        shareholders or members who have not consented in writing has been
        given. (Note: Written consent by less than all of the shareholders or
        members is permitted only if such provision appears in the Articles of
        Incorporation.)

    [x] by written consent of all the shareholders or members entitled to vote
        in accordance with section 407(3) of the Act if a nonprofit corporation,
        or Section 407(2) of the Act if a profit corporation.

    Signed this 17th day of June, 1999

    By /s/ William D. Shovers
       ----------------------------------------------------------------------
       (Signature of President, Vice-President, Chairperson, Vice-Chairperson)

          William D. Shovers                           Vice-President
       ----------------------------------------------------------------------
         (Type or Print Name)                        (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL



[ILLEGIBLE]

- --------------------------------------------------------------------------------
             MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
              CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
  Date Received             (FOR BUREAU USE ONLY)           FILED
   JUN 28 1999
- ----------------                                         JUN 28 1999

- -----------------------------------------               Administrator
517-663-2525  Ref # [ILLEGIBLE]             CORP., SECURITIES & LAND DEV. BUREAU
Attn: Cheryl J. Bixby
MICHIGAN RUNNER SERVICE
P.O. Box 266
Eaton Rapids, MI 48827                        EXPIRATION DATE: DECEMBER 31, 2004
- -----------------------------------------
- - Document will be returned to the name and address you enter above -

                          CERTIFICATE OF ASSUMED NAME
  FOR USE BY CORPORATION, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES
           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), of Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or limited
liability company in item one executes the following Certificate:

1.  The true name of the corporation, limited partnership, or limited liability
    company is:
    HAYES LEMMERZ INTERNATIONAL - MONTAGUE, INC.

2.  The Identification number assigned by the Bureau is: 106-605

3.  The location of the corporation or limited liability company registered
    office in Michigan or the office at which the limited partnership records
    are maintained is:

    15300 Centennial Drive      Northville         Michigan           48167
    ----------------------------------------------------------------------------
      (Street Address)            (City)            (State)         (ZIP Code)

4.  The assumed name under which business is to be transacted is:

    CMI-DEARBORN, INC.

 COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

 Signed this 17th day of June, 1999

 BY /s/ William D. Shovers
    ------------------------------
           (Signature)

   William D. Shovers                                Vice President
- --------------------------------------------------------------------------------
      (Type or Print Name)                        (Type or Print Title)

- --------------------------------------------------------------------------------
                 (Limited Partnerships Only -- Indicate Name of
               General Partner if a corporation or other entity)

GOLD SEAL APPEARS ONLY ON OR ORIGINAL



BCS/CD-520(Rev.06/01)

- --------------------------------------------------------------------------------
               MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
                         BUREAU OF COMMERCIAL SERVICES
- --------------------------------------------------------------------------------
  Date Received               (FOR BUREAU USE ONLY)           FIELD

- ----------------                                          APRIL 22 2002
                 This document is effective
                 on the date filed, unless a            CIS Administrator
                 subsequent effective date                  Board of
                 within 90 days after received         Commercial Services
                 date is stated in the document.
- ------------------------------------------------
Name
  Kelly Brushaber
- ------------------------------------------------
Address
  15300 Centennial Drive
- ------------------------------------------------
City            State               Zip Code
  Northville     MI                  48167        EFFECTIVE DATE:
- ------------------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE. -
    If left blank document will be mailed to the registered office.

   CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT
  FOR USE BY DOMESTIC AND FOREIGN CORPORATIONS AND LIMITED LIABILITY COMPANIES
           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act 23,
Public Acts of 1993 (limited liability companies), the undersigned corporation
or limited liability company executes the following Certificate:

1.  The name of the corporation or limited liability company is:

    Hayes Lemmerz International - Montague, Inc.

2.  The identification number assigned by the Bureau is: 106-605

3.  a.  The name of the resident agent on file with the Bureau is: Patrick B.
        Carey

    b.  The location of the registered office on file with the Bureau is:

        15300 Centennial Drive, Northville, Michigan        48167
        ----------------------------------           ------------------
            (Street Address)     (City)                   (ZIP Code)

    c.  The mailing address of the above registered office on file with the
        Bureau is:
                  Same as above            , Michigan
        -----------------------------------           ------------------
        (Street Address or P.O. Box) (City)                (ZIP Code)

  ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD

4.  a. The name of resident agents is: Patrick C. Cauley

    b.  The address of the registered office is:

        15300 Centennial Drive, Northville, Michigan        48167
    --------------------------------------           ------------------
          (Street Address)        (City)                 (ZIP Code)

    c.  The mailing address of the registered office IF DIFFERENT THAN 4B is:

                                          , Michigan
    --------------------------------------           ------------------
     (Street Address or P.O. Box)   (City)                 (ZIP Code)

5.  The above changes were authorized by resolution duly adopted by: 1. ALL
    CORPORATIONS: its Board of Directors; 2. PROFIT CORPORATIONS ONLY: the
    resident agent if only the address of the registered office is changed, in
    which case a copy of this statement has been mailed to the corporations; 3.
    LIMITED LIABILITY COMPANIES: an operating agreement, affirmative vote of a
    majority of the members pursuant to section 502(1), managers pursuant to
    section 405, or the resident agent if only the address of the registered
    office is changed.

6.  The corporation or limited liability company further states that address of
    its registered office and the address of its resident agent, as changed, are
    identical.

Signature             Type or Print Name and Title            Date Signed
/s/ Larry Karenko     Larry Karenko, Vice President           April 9, 2002

GOLD SEAL APPEARS ONLY ON ORIGINAL

EX-3.54

                                                                    EXHIBIT 3.54

                                     BY-LAWS

                                       OF

                               CMI-DEARBORN, INC.

                             A MICHIGAN CORPORATION

                    (INCLUDING ALL AMENDMENTS AS OF 1/14/94)

1.       SHAREHOLDERS' MEETING

         1.1      ANNUAL MEETING. The annual meeting of the Shareholders shall
be held in each year after the expiration of the fiscal year of the Corporation
at such time and place as shall be determined by the Board of Directors, for the
purpose of electing Directors and of transacting such other business as may
properly be brought before the meeting.

         1.2      SPECIAL MEETINGS. A Special Meeting of the Shareholders may be
called to be held at such time and place as may be designated by the Chairperson
of the Board, a majority of the Board of Directors, or not less than an
aggregate of ten percent (10%) of the outstanding shares of stock of the
Corporation having the right to vote at such Special Meeting.

         1.3      NOTICE OF MEETINGS. Written notice of the time, place and
purposes of every meeting of the Shareholders of this Corporation shall be
given, either personally or by mail, not less than ten (10) nor more than sixty
(60) days before said meeting to each Shareholder of record of the Corporation
entitled to vote at such meeting. Notices shall state the authority pursuant to
which they are issued as, "by order of" the "Chairperson of the Board", "Board
of Directors", or "Shareholders".

         1.4      WAIVER OF NOTICE. Notice of the time, place and purpose of any
meeting of the Shareholders of this Corporation may be waived by telegram,
radiogram, cablegram, or other writing either before or after such meeting has
been held.

                  A Shareholder's attendance at a meeting of Shareholders, in
person or by proxy, will result in (a) a waiver of objection to lack of notice
or defective notice of the meeting unless the Shareholder at the beginning of
the meeting objects to holding the meeting or transacting business at
the meeting and (b) waiver of objection to consideration of a particular matter
at the meeting that is not within the purpose or purposes described in the
meeting notice, unless the Shareholder objects to considering the matter when it
is presented.



         1.5      QUORUM. At every meeting of the Shareholders, the holders of
record of a majority of the outstanding shares of stock of the Corporation
entitled to vote at such meeting, whether present in person or represented by
proxy, shall constitute a quorum.

         1.6      RECORD DATE. The Board of Directors may fix in advance a date
not exceeding sixty (60) days nor less than ten (10) days preceding the original
date fixed for any meeting of Shareholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, as a record
date for the determination of the Shareholders entitled to notice of, and to
vote at, any such meeting, or entitled to receive payment of any such dividend,
or to any such allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock. In such case, such
Shareholders and only such Shareholders as shall be Shareholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation or otherwise after any
such record date is fixed as aforesaid. Nothing in this Section shall affect the
rights of a Shareholder and his/her transferee or transferor as between
themselves.

         1.7      VOTING RIGHTS. At all times, each holder of record of the
common stock of the Corporation shall be entitled to one vote for each share of
common stock standing in his/her name on the books of the Corporation, subject,
however, to the full effect of the limitations imposed by the fixed record date
for determination of Shareholders set forth elsewhere in this Article.

         1.8      VOTE BY SHAREHOLDER CORPORATION. Shares standing in the name
of another domestic or foreign corporation may be voted by an officer or agent,
or by proxy appointed by an officer or agent of such corporation.

         1.9      ACTION BY UNANIMOUS WRITTEN CONSENT. Any action required or
permitted to be taken at an Annual or Special Meeting of Shareholders may be
taken without a meeting, without prior notice and without a vote, if before or
after the action all the Shareholders entitled to vote thereon consent thereto
in writing.

         1.10     ELECTRONIC PARTICIPATION. A Shareholder may participate in a
meeting of Shareholders by a conference telephone or by other similar
communications equipment through which all persons participating in the meeting
may communicate with the other participants. All participants shall be advised
of the communications equipment and the names of the participants in the

                                        2



conference shall be divulged to all participants. Participation in a meeting
pursuant to this Section constitutes presence in person at the meeting.

2.       SHARES

         2.1      CERTIFICATES. Every Shareholder of this Corporation shall be
entitled to a certificate of his or her shares signed by the Chairperson of the
Board, Vice-Chairperson of the Board, President or a Vice-President and which
may also be signed by another officer of the Corporation. Each such certificate
shall state on its face that the Corporation is formed under the laws of this
state, the name of the person to whom issued, the number and class of Shares,
and the designation of the series, if any, which the certificate represents.

3.       BOARD OF DIRECTORS

         3.1      NUMBER AND TERM OF OFFICE. The business, property and affairs
of the Corporation shall be managed by a Board of Directors composed of one (1)
or more members who need not be Shareholders. The number of Directors for the
Board of Directors shall be determined by a majority vote of the Shareholders.
The first Board of Directors shall hold office until the first annual meeting of
Shareholders. At the first annual meeting of Shareholders and at each annual
meeting thereafter, the Shareholders shall elect Directors to hold office until
the succeeding annual meeting. A Director shall hold office for the term for
which he or she is elected and until his or her successor is elected and
qualified, or until his or her resignation or removal. A Director may resign by
written notice to the Corporation. The resignation is effective upon its receipt
by the Corporation or a later time as set forth in the notice of resignation.

         3.2      VACANCIES. A vacancy occurring in the Board may be filled by
the Shareholders or the Board. A vacancy filled by the Board may be filled for a
term of office continuing only until the next election of Directors by the
Shareholders.

         3.3      ANNUAL MEETINGS. At the place of holding the annual meeting of
Shareholders and immediately following the same, the Board of Directors as
constituted upon final adjournment of such Shareholder meeting shall convene
without notice for the purpose of electing officers and transacting any other
business properly brought before it; provided, that the annual meeting in any
year may be held at a different time and place than that herein provided by
consent of a majority of the Directors of such new Board.

         3.4      REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such time and place as the Board of

                                        3



Directors shall from time to time determine by resolution of the Board of
Directors or by waiver of notice and consent. No notice of regular meetings of
the board shall be required.

         3.5      SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairperson of the Board or a majority of the Directors in
office at the time of the call, whenever in his/her or their judgment it may be
necessary, by giving reasonable notice, either personally or by mail or
telegram, of the time and place of such meeting. Any action taken at any such
meeting shall not be invalidated for want of notice if such notice shall be
waived as herein provided.

         3.6      WAIVER OF NOTICE. Notice of the time and place of any meeting
of the Board of Directors may be waived in writing or by telegram, radiogram, or
cablegram, either before or after such meeting has been held. A Director's
attendance at or participation in a meeting waives any required notice to him or
her of the meeting unless he or she at the beginning of the meeting, or upon his
or her arrival, objects to the meeting or the transacting of business at the
meeting and does not thereafter vote for or assent to any action taken at the
meeting.

         3.7      PURPOSE. Neither the business to be transacted nor the purpose
of a regular or special meeting need be specified in the notice or waiver of
notice of the meeting.

         3.8      ELECTRONIC PARTICIPATION. A Director may participate in a
meeting of the Board or of any committee designated by the Board by means of a
conference telephone or similar communications equipment through which all
persons participating in the meeting can communicate with the other
participants. Participation in a meeting pursuant to this subsection constitutes
presence in person at the meeting.

         3.9      QUORUM. A majority of the Directors then in office, or of the
members of a committee thereof, constitutes a quorum for the transaction of
business. If there shall be less than a quorum present at any meeting of the
Board of Directors, a majority of the Directors present may adjourn the meeting
from time to time without notice other than announcement at the meeting until a
quorum shall be present, at which time any business may be transacted which
might have been transacted at the meeting as first convened had there been a
quorum present. The vote of the majority of the Directors present at any meeting
of the Board or committee thereof at which a quorum is present constitutes the
action of the Board or of the committee except that amendment of these By-Laws
requires the vote of not less than a majority of the members of the Board then
in office.

         3.10     ACTION BY UNANIMOUS WRITTEN CONSENT. Action required or
permitted to be taken pursuant to authorization voted at a

                                        4



meeting of the Board or a committee thereof, may be taken without a meeting if,
before or after the action, all members of the Board then in office or of the
committee consent to the action in writing. The written consents shall be filed
with the minutes of the proceedings of the Board or the committee. The consent
has the same effect as a vote of the Board or committee for all purposes.

         9.11     ELECTION OF OFFICERS. The Board of Directors of the
Corporation shall elect or appoint a president, a secretary and a treasurer and
may elect or appoint a chairman of the board. None of said officers, except the
chairman of the board, need be a director. The Board of Directors shall have the
power to appoint such other officers and agents as the board may deem necessary
for the transaction of the business of the Corporation, including the power to
appoint one or more vice-presidents and one or more attorneys-in-fact.

4.       OFFICERS

         4.1      OFFICERS. The officers of the Corporation shall consist of a
president, secretary, treasurer and, if approved by the Board, a chairperson of
the Board, one or more vice-presidents and such other officers as may be
determined by the Board.

         4.2      CHAIRPERSON OF THE BOARD. The Chairperson of the Board shall
be selected by and from the membership of the Board of Directors. He/she shall
preside at all meetings of the Shareholders and of the Board of Directors.

         4.3      PRESIDENT. The President shall be the chief executive officer
of the Corporation. He/she shall, subject to the control of the Board of
Directors, have general and active management of the business of the
Corporation, with such general powers and duties of supervision and management
as are usually vested in the office of president of a corporation. He/she shall
see that all orders and resolutions of the Board of Directors are carried into
effect, and shall have such other powers and duties as may be assigned to
him/her by the Board of Directors.

         4.4      VICE-PRESIDENTS. The Board of Directors may select one or more
vice-president who, subject to the control of the president, shall have such
powers and duties as may be assigned to each of them by the Board of Directors.

         4.5      SECRETARY. The Secretary shall be selected by the Board of
Directors. Subject to the control of the Chairperson of the Board, he/she shall
attend all meetings of Shareholders and of the Board of Directors, and shall
preserve in books of the Corporation, true minutes of the proceedings of all
such meetings. He/she shall have such additional powers and duties as may be
assigned to him/her by the Board of Directors.

                                        5


         4.6 TREASURER. The Treasurer shall be selected by the Board of
Directors. Subject to the control of the President he/she shall have
custody of all corporate funds and securities, and shall keep in books belonging
to the Corporation full and accurate accounts of all receipts and disbursements.
He/she shall deposit all monies, securities and other valuable effects in the
name of the Corporation in such depositories as may be designated for the
purpose by the Board of Directors. He/she shall disburse the funds of the
Corporation as may be ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the Chairperson of the Board and the
Directors at regular meetings of the Board and whenever requested by them and to
the President, an account of all his transactions as Treasurer. He/she shall in
general perform all duties incident to the office of treasurer, and shall have
such additional powers and duties as may be assigned to him/her by the Board of
Directors.

         4.7 TERM; REMOVAL OF OFFICERS AND AGENTS; RESIGNATION. An officer
elected or appointed as herein provided shall hold office for the term for which
he or she is elected or appointed and until his/her successor is elected or
appointed and qualified, or until his/her resignation or removal. Any officer or
agent may be removed by the Board of Directors at any time, with or without
cause. The removal of an officer shall be without prejudice to his contract
rights, if any. The election or appointment of an officer does not of itself
create contract rights. An officer may resign by written notice to the
Corporation. The resignation is effective upon its receipt by the Corporation or
at a subsequent time specified in the notice of resignation.

5.       EXECUTION OF INSTRUMENTS

         5.1 MONEY INSTRUMENTS. All checks, drafts and orders for payment of
money shall be signed in the name of the Corporation by such officer(s) or
agent(s) and in such manner including the use of facsimile signatures as the
Board of Directors shall from time to time designate for that purpose.

         5.2 OTHER INSTRUMENTS. The Board of Directors shall have power to
designate the officers and agents (or a single officer or agent) who shall have
authority to execute any contract, conveyance or other instrument or document on
behalf of the Corporation. When the execution of any contract, conveyance or
other instrument or document has been authorized without specification of the
executing officers, the Chairperson of the Board or President may execute the
same in the name and on behalf of the Corporation, or any Vice-President, and
the Secretary or Assistant Secretary may execute the same in the name and on
behalf of the Corporation.

                                        6



6.       INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES

         6.1 THIRD-PARTY PROCEEDING. The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he/she is or was a director, officer,
employee or agent of the Corporation; or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him/her in connection with such action, suit
or proceeding if he/she acted in good faith and in a manner he/she reasonably
believed to be in or not opposed to the best interests of the Corporation or its
Shareholders, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his/her conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which
he/she reasonably believed to be in or not opposed to the best interests of the
Corporation or its Shareholders, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his/her conduct was unlawful.

         6.2 DERIVATIVE SHAREHOLDER LIABILITY. The Corporation shall indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he/she
is or was a director, officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, whether for profit or
not, against expenses(including attorneys' fees) and amounts paid in settlement
actually and reasonably incurred by the person in connection with the action or
suit if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the Corporation or its
Shareholders; except that no indemnification shall be made for any claim, issue
or matter in which the person has been found liable to the Corporation except to
the extent ordered by a court of competent jurisdiction.

                                        7



7.       AMENDMENT OF BY-LAWS

         These by-laws may be altered; amended, added to, rescinded or repealed
by the affirmative vote of a majority of the Shares entitled to vote or, except
insofar as exercise of such power shall be contrary to the Articles of
Incorporation, by the Board of Directors.

                                        8

EX-3.55

                                  EXHIBIT 3.55

- --------------------------------------------------------------------------------
        MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------

Date Received                                       (FOR BUREAU USE ONLY)
MAY 11 1994
                                                            FILED
- -------------
                                                         MAY 13 1994

                                                        Administrator
                                                 MICHIGAN DEPARTMENT OF COMMERCE
                                                 Corporation & Securities Bureau
- ----------------------------------------------
Name
   David L. Tennent
- ----------------------------------------------
Address
   801 W. Big Beaver Rd, Ste. 500
- ----------------------------------------------
City              State              ZIP Code
   Troy             MI                 48084       EFFECTIVE DATE:
- ----------------------------------------------
DOCUMENT WILL BE RETURNED TO NAME AND ADDRESS INDICATED ABOVE

                                               CORPORATION IDENTIFICATION NUMBER
                                               ---------------------------------
                                                            117-949

                           ARTICLES OF INCORPORATION
                    FOR USE BY DOMESTIC PROFIT CORPORATIONS
          (Please read information and instructions on the last page)

         Pursuant to the provisions of Act 284, Public Acts of 1972, the
undersigned corporation executes the following Articles:

ARTICLE I

The name of the corporation is:
                        PROCESS CONTROL AUTOMATION, INC. [X]

ARTICLE II

The purpose or purposes for which the corporation is formed is to engage in any
activity within the purposes for which corporations may be formed under the
Business Corporation Act of Michigan.

ARTICLE III

The total authorized shares:

1.   Common Shares 60,000
     Preferred Shares___________________________________________________________

2.   A statement of all or any of the relative rights, preferences and
     limitations of the shares of each class is as follows:

GOLD SEAL APPEARS ONLY ON ORIGINAL



ARTICLE IV

1.   The address of the registered office is:

     30333 Southfield Road       Southfield, Michigan   48076
     ---------------------------------------          ----------
       (Street Address)             City              (ZIP Code)

2.   The mailing address of the registered office if different from the
     registered office address:

     _________________________________________, MIchigan_______________________
     (P.O.Box)                          (City)           (ZIP Code)

3.   The name of the resident agent at the registered office is:
     Larry D. Schwentor

ARTICLE V

The name(s) and address(es) of the incorporator(s) is (are) as follows:



- --------------------------------------------------------------------------------
Name                 Residence or Business Address
                  
David L. Tennent     801 W. Big Beaver, Ste. 500, Troy, MI 48084
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------


ARTICLE VI(OPTIONAL. DELETE IF NOT APPLICABLE)

When a compromise of arrangement or a plan of reorganization of this corporation
is proposed between this corporation and its creditors or any class of them or
between this corporation and its shareholders or any class of them, a court of
equity jurisdiction within the state, on application of this corporation or of a
creditor or shareholder thereof, or on application of a receiver appointed for
the corporation, may order a meeting of the creditors or class of creditors or
of the shareholders or class of shareholders to be affected by the proposed
compromise or arrangement or reorganization, to be summoned in such manner as
the court directs. If a majority in number representing 3/4 in value of the
creditors or class of creditors, or of the shareholders or class of shareholders
to be affected by the proposed compromise or arrangement or a reorganization,
agree to a compromise or arrangement or a reorganization of this corporation as
a consequence of the compromise or arrangement, the compromise or arrangement
and the reorganization, if sanctioned by the court to which the application has
been made, shall be binding on all the creditors or class of creditors, or on
all the shareholders or class of shareholders and also on this corporation.

ARTICLE VII (OPTIONAL. DELETE IF NOT APPLICABLE)

Any action required or permitted by the Act to be taken at an annual or special
meeting of shareholders may be taken without a meeting, without prior notice,
and without a vote, if consents in writing, setting forth the action so taken,
are signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote on the action were present and
voted. The written consents shall bear the date of signature of each shareholder
who signs the consent. No written consents shall be effective to take the
corporate action referred to unless, within 60 days after the record date for
determining shareholders entitled to express consent to or to dissent from a
proposal without a meeting, written consents signed by a sufficient number of
shareholders to take the action are delivered to the corporation. Delivery shall
be to the corporation's registered office, its principal place of business, or
an officer or agent of the corporation having custody of the minutes of the
proceedings of its shareholders. Delivery made to a corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested.

Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to shareholders who have not
consented in writing.

GOLD SEAL APPEARS ONLY ON ORIGINAL



Use space below for additional Articles or for continuation of previous
Articles. Please identify any Article being continued or added. Attach
additional pages if needed.

Article VIII attached hereto and made a part hereof.

I (We), the incorporator(s) sign my (our) name(s) this 5th day of May 1994.

                                                /s/ David L. Tennent
_________________________________               --------------------------------
                                                    David L. Tennent
_________________________________               ________________________________

_________________________________               ________________________________

_________________________________               ________________________________

_________________________________               ________________________________

GOLD SEAL APPEARS ONLY ON ORIGINAL


ATTACHMENT TO ARTICLES OF INCORPORATION OF: PROCESS CONTROL AUTOMATION, INC.

ARTICLE VIII.

(1)      ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS. A director of the
Corporation shall not be personally liable to the Corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except for liability:

         (a) For any breach of the director's duty of loyalty to the Corporation
         or its shareholders;

         (b) For acts or omissions not in good faith or that involve intentional
         misconduct or knowing violation of law;

         (c) For a violation of Section 551(1) of the Michigan Business
         Corporation Act;

         (d) For any transaction from which the director derived an improper
         personal benefit; or

         (e) For any acts or omissions occurring before the date this Article is
         filed by the Michigan Department of Commerce.

In the event the Michigan Business Corporation Act is amended after the approval
of this Article to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a director of the
corporation shall be eliminated or limited to the fullest extent permitted by
the Michigan Business Corporation Act, as so amended. Any repeal, modification
or adoption of any provision in these Articles of Incorporation inconsistent
with this Article shall not adversely affect any right or protection of a
director of the corporation existing at the time of such repeal, modification or
adoption.

(2)      INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         2.1      Third Party Proceedings. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to a
threatened, pending nor completed action, suit or proceeding, whether civil,
criminal, administrative or investigative and whether formal or informal, other
than an action by or in the right of the Corporation, by reason of the fact that
he or she is or was a director or officer of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, partner, or
trustee of another foreign or domestic corporation, partnership, joint venture,
trust or other enterprise, whether for profit or not, against expenses,
including attorneys' fees, judgments, penalties, fines, and amounts paid in
settlement actually and reasonably incurred by him or her in connection with the
action, suit, or proceeding, if the person acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the Corporation or its shareholders, and the person submits a written claim for
indemnification as hereinafter provided, and with respect to a criminal action
or proceeding, if the person had no reasonable cause to believe his or her
conduct was unlawful, and the person submits a written claim for indemnification
as hereinafter provided. The termination of an action, suit, or proceedings by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, does not, of itself, create a presumption that the person did
not act in good faith and in a manner which he or she reasonably believed to be
in or not opposed to the best interests of the Corporation or its shareholders,
and, with respect to a criminal action or proceeding,

                                       1

GOLD SEAL APPEARS ONLY ON ORIGINAL



had reasonable cause to believe that his or here conduct was unlawful. The right
to indemnification conferred in this Section shall be a contract right. The
Corporation may, by action of its Board of Directors, or by action of any person
to whom the Board of Director has delegated such authority, provide
indemnification to employees and agents of the Corporation with the same scope
and effect as the foregoing indemnification of directors and officers.

         2.2      Derivative Shareholder Liability. The Corporation shall
indemnify any person who was or is a party to or is threatened to be made a
party to a threatened, pending, or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of the fact that
he or she is or was a director or officer of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, partner, or
trustee of another foreign or domestic corporation, partnership, joint venture,
trust or other enterprise, whether for profit or not, against expenses,
including attorneys' fees, and amounts paid in settlement actually and
reasonably incurred by the person in connection with the action or suit, if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the Corporation or its
shareholders, and the person submits a written claim of indemnification as
hereinafter provided. However, indemnification shall not be made for a
particular claim, issue, or matter in which the person has been found liable to
the Corporation unless and only to the extent that the court in which the action
or suit was brought (or another court of competent jurisdiction) has determined
upon application that, despite the adjudication of liability but in view of all
the relevant circumstances, the person is fairly and reasonably entitled to
indemnification for the reasonable expenses he or she incurred. The right to
indemnification conferred in this Section shall be a contract right. The
Corporation may, by action of its Board of Directors, or by action of any person
to whom the Board of Directors has delegated such authority, provide
indemnification to employees and agents of the Corporation with the same scope
and effect as the foregoing indemnification of directors and officers.

         2.3      Determination of Indemnification. An indemnification under
paragraph 1 or 2 or this Section, unless ordered by a court, shall be made by
the Corporation only as authorized in the specific case upon a determination
that indemnification of the director or officer is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in
paragraph 1 or 2 of this Section and upon an evaluation of the reasonableness of
expenses and amounts paid in settlement. This determination and evaluation shall
occur within 30 days after a written claim for indemnification has been received
by the Corporation, and shall be made in any of the following ways:

         (a) By a majority vote of a quorum of the Board consisting of directors
         who are not parties or threatened to be made parties to the action,
         suit, or proceeding or if a quorum is not obtainable, then by a
         majority vote of a committee duly designated by the Board and
         consisting solely of two or more directors not at the time parties or
         threatened to be made parties to the action, suit or proceeding (in
         designation of a committee, all directors may participate);

         (b) By independent legal counsel in a written opinion, which counsel
         shall be selected by the Board or its committee in the manner
         prescribed in subparagraph (a).

         (c) By all independent directors who are not parties or threatened to
         be made parties to the action, suit, or proceeding; or

         (d) By the shareholders, but shares held by directors, officers,
         employees, or agents who are parties or threatened to be made parties
         to the action, suit, or proceeding may not be voted.

If a person is entitled to indemnification under paragraph 1 or 2 of this
Article for a portion of expenses, including reasonable attorneys' fees,
judgments, penalties, fines and amounts paid in settlement, but not

                                       2

GOLD SEAL APPEARS ONLY ON ORIGINAL



for the total amount thereof, the Corporation shall indemnify the person for the
portion of the expenses, judgments, penalties, fines or amounts paid in
settlement for which the person is entitled to be indemnified.

         2.4      Payment of Defense Expenses in Advance. The Corporation shall
pay or reimburse the reasonable expenses incurred by a director or officer who
is a party or threatened to be made a party to an action, suit, proceeding in
advance of final disposition of the proceeding if all of the following apply:

         (a) The person furnishes the Corporation a written affirmation of his
         or her good faith belief that he or she has met the applicable standard
         of conduct set forth in paragraph 1 and 2 of this Article.

         (b) The person furnishes the Corporation a written undertaking,
         executed personally or on his or her behalf, to repay the advance if it
         is ultimately determined that he or she did not meet the standard of
         conduct.

         (c) A determination is made that the facts then known to those making
         the determination would not preclude indemnification under this Section
         or the Michigan Business Corporation Act.

The undertaking shall be by unlimited general obligation of the person on whose
behalf advances are made but need not be secured. Determination of payments
under this paragraph 4 shall be made in the manner described in paragraph
3(a)-(d).

         2.5      Right of Officer or Director to Bring Suit. If a claim for
indemnification under this Section is not paid in full by the Corporation within
45 days after a written claim has been received by the Corporation, the officer
or director who submitted the claim (hereinafter the "indemnitee") may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such suit or in a suit
brought by the Corporation to recover advances, the indemnitee shall be entitled
to be paid also the expense of prosecuting or defending such claim. In any
action brought by the indemnitee to enforce a right under this Section (other
than an action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any, has been tendered to the Corporation) It shall be a defense that, and in
any action brought by the Corporation to recover advances the Corporation shall
be entitled to recover such advances if, the indemnitee has not met the
applicable standard of conduct set forth in paragraph 1 or 2 of this Article.
Neither the failure of the Corporation (including its Board of Directors,
independent legal counsel, or its shareholders) to have made a determination
prior to the commencement of such action that indemnification of the indemnitee
is proper in the circumstances because he or she has met the applicable standard
of conduct set forth in paragraph 1 or 2 of this Article, nor an actual
determination by the Board of Directors, independent legal counsel, or its
shareholders) that the indemnitee has not met such applicable standard of
conduct, shall be a defense to an action brought by the indemnitee or create a
presumption that the indemnitee has not met the applicable standard of conduct.
In any action brought by the indemnitee to enforce a right hereunder or by the
Corporation to recover payments by the Corporation of advances, the burden of
proof shall be on the Corporation.

                                       3

GOLD SEAL APPEARS ONLY ON ORIGINAL



         2.6      Other Indemnification. The indemnification or advancement of
expenses provided under paragraphs 1 through 5 of this Article is not exclusive
of other rights to which a person seeking indemnification or advancement of
expenses may be entitled under the Corporation's Articles of Incorporation,
Bylaws, or a contractual agreement. However, the total amount of expenses
advanced or indemnified from all sources combined shall not exceed the amount of
actual expenses incurred by the person seeking indemnification or advancement of
expenses. The indemnification provided for in paragraphs 1 through 5 of this
Article continues as to a person who ceases to be a director, officer, partner,
or trustee and shall inure to the benefit of the heirs, executors, and
administrators of the person.

         2.7      Liability Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, partner, trustee, employee, or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him or her and incurred by him or her in any such
capacity or arising out of his or her status as such, whether or not the
Corporation would have power to indemnify him for her against liability under
the Michigan Business Corporation Act or this Article.

         2.8       Definitions. For purposes of this Article, "Corporation"
includes all constituent corporations absorbed in a merger and the resulting or
surviving corporation, so that a person who is or was a director, officer,
employee, or agent of the constituent corporation or is or was serving at the
request of the constituent corporation as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, trust or other enterprise whether for profit or not shall stand
in the same position under the provisions of this paragraph with respect to the
resulting or surviving corporation as the person would if he or she had served
the resulting or surviving corporation in the same capacity.

         For purposes of this Article, "other enterprises" shall include
employee benefit plans; "fines" shall include any excise taxes assessed on
person with respect to an employee benefit plan; and "serving at the request of
the Corporation" shall include any service as a director or officer of the
Corporation which imposes duties on, or involves services by, the director or
officer with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he or she
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be considered to have acted in a manner "not
opposed to the best interests of the Corporation or its shareholders" as
referred to in paragraphs 1 and 2 of this Article.

                                       4

GOLD SEAL APPEARS ONLY ON ORIGINAL

C&S 515 (Rev. 8/96)
- --------------------------------------------------------------------------------
       MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES CORPORATION,
                     SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received                                         (FOR BUREAU USE ONLY)
JUN 21 1999
- ---------------------
                                                             FILED

                                                         JUN 21 1999

                                                         Administrator
                                             CORP, SECURITIES & LAND DEV. BUREAU

Name
   517-663-2525 Ref # 94118
- ------------------------------------------------
Address
   Attn: Cheryl J. Bixby
   MICHIGAN RUNNER SERVICE
- ------------------------------------------------
City
   P.O. Box 266
   Eaton Rapids, MI 48827                           EFFECTIVE DATE:
- ------------------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

            CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
                     FOR USE BY DOMESTIC PROFIT CORPORATIONS
           (Please read information and instructions on the last page)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:

1.   The present name of the corporations is: PROCESS CONTROL AUTOMATION, INC.

2.   The identification number assigned by the Bureau is: 117-949

3.   The location of its registered office is:

30333 Southfield Road       Southfield   Michigan   48076
- ---------------------------------------,          ----------
  (Street Address)            (City)              (ZIP Code)

4.   Article I of the Articles of Incorporation is hereby amended to read as
     follows:

The name of the Company is Hayes Lemmerz International - PCA. Inc.

Article IV of the Articles of Incorporation is hereby amended to read as
follows:

1.   The address of the registered office is 15300 Centennial Drive, Northville,
     Michigan 48167.

3.   The name of the resident agent at the registered office is Patrick B.
     Carey.

GOLD SEAL APPEARS ONLY ON ORIGINAL



5.   (FOR AMENDMENTS ADOPTED BY UNANIMOUS CONSENT OF INCORPORATORS BEFORE THE
     FIRST MEETING OF THE BOARD OF DIRECTORS OR TRUSTEES.)

The foregoing amendment to the Articles of Incorporation was duly adopted on the
___________ day of _________, 19____, in accordance with the provisions of the
Act by the unanimous consent of the incorporator(s) before the first meeting of
the Board of Directors or Trustees.

        Signed this____________day of______________________19_________.

________________________________________   _____________________________________
            (Signature)                                  (Signature)

________________________________________   _____________________________________
        (Type or Print Name)                         (Type or Print Name)

________________________________________   _____________________________________
            (Signature)                                  (Signature)

________________________________________   _____________________________________
        (Type or Print Name)                         (Type or Print Name)

6.   (FOR PROFIT CORPORATIONS, AND FOR NONPROFIT CORPORATIONS WHOSE ARTICLES
     STATE THE CORPORATION IS ORGANIZED ON A STOCK OR ON A MEMBERSHIP BASIS.)

The foregoing amendment to the Articles of Incorporation was duly adopted on the
30th day of April, 1999 by the shareholders if a profit corporation, or by the
shareholders or members if a nonprofit corporation (check one of the following)

[ ]  at a meeting. The necessary votes were cast in favor of the amendment.

[ ]  by written consent of the shareholders or members having not less than the
     minimum number of votes required by statute in accordance with Section
     407(1) and (2) of the Act if a nonprofit corporation, or Section 407(1) of
     the Act if a profit corporation. Written notice to shareholders or members
     who have not consented in writing has been given. (Note: Written consent by
     less than all of the shareholders or members is permitted only if such
     provision appears in the Articles of Incorporation.)

[X]  by written consent of all the shareholders or members entitled to vote in
     accordance with section 407(3) of the Act if a nonprofit corporation, or
     Section 407(2) of the Act if a profit corporation.

    Signed this 17th day of June, 1999

       By /s/ William D. Shovers
         ---------------------------------------------------------------------
      (Signature of President, Vice-President, Chairperson, Vice-Chairperson)

         William D. Shovers                            Vice-President
      -----------------------------------------------------------------------
        (Type or Print Name)                        (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL


C&S 541 (Rev. 8/96)
- --------------------------------------------------------------------------------
       MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES CORPORATION,
                     SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received                                         (FOR BUREAU USE ONLY)
JUN 28 1999
                                                            FILED

                                                         JUN 28 1999

                                                        Administrator
                                            CORP., SECURITIES & LAND DEV. BUREAU

   517-663-2525 Ref # 94366
- -------------------------------------------
   Attn: Cheryl J. Bixby
   MICHIGAN RUNNER SERVICE
- -------------------------------------------
   P. O. Box 266
   Eaton Rapids, MI 48827                    EXPIRATION DATE: DECEMBER 31, 2004
- -------------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

                           CERTIFICATE OF ASSUMED NAME
 FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES

           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 152, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or limited
liability company in item one executes the following Certificate:

1.   The true name of the corporation, limited partnership, or limited liability
     company is:

     HAYES LEMMERZ INTERNATIONAL - PCA, INC.

2.   The identification number assigned by the Bureau is: 117-949

3.   The location of the corporation or limited liability company registered
     office in Michigan or the office at which the limited partnership records
     are maintained is:

      15300 Centennial Drive      Northville       Michigan         48167
     --------------------------------------------------------------------------
       (Street Address)             (City)         (State)        (ZIP Code)

4.   The assumed name under which business is to be transacted is:

     PROCESS CONTROL AUTOMATION, INC.

 COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

    Signed this 17th day of June, 1999

    By /s/ William D. Shovers
       --------------------------------------------------------------------
                                 (Signature)

    William D. Shovers                             Vice President
    -----------------------------------------------------------------------
      (Type or Print Name)                        (Type or Print Title)

    _______________________________________________________________________
                  (Limited Partnerships Only-Indicate Name of
               General Partner if a corporation or other entity)

GOLD SEAL APPEARS ONLY ON ORIGINAL

`
- --------------------------------------------------------------------------------
              MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
                         BUREAU OF COMMERCIAL SERVICES
- --------------------------------------------------------------------------------
    Date Received          (FOR BUREAU USE ONLY)              FILED

- -------------------                                         APR 22 2002
                   This document is effective
                   on the date filed, unless             CIS Administrator
                   a subsequent effective date      BUREAU OF COMMERCIAL SERVICE
                   within 90 days after received
                   date is stated in the document.
- --------------------------------------------------
Name
  Kelly Brushaber
- --------------------------------------------------
Address
  15300 Centennial Drive
- --------------------------------------------------
City                 State            Zip Code
  Northville          MI                48167       EFFECTIVE DATE:
- --------------------------------------------------

- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE. -
   IF LEFT BLANK DOCUMENT WILL BE MAILED TO THE REGISTERED OFFICE.

   CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT
  FOR USE BY DOMESTIC AND FOREIGN CORPORATIONS AND LIMITED LIABILITY COMPANIES
           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act 23,
Public Acts of 1993 (limited liability companies), the undersigned corporation
or limited liability company executes the following Certificate:

1.   The name of the corporation or limited liability company is:

       Hayes Lemmerz International - PCA, Inc.

2.   The identification number assigned by the Bureau is:  117-949

3.   a. The name of the resident agent on file with the Bureau is:
        Patrick B. Carey

     b. The location of the registered office on file with the Bureau is:

          15300 Centennial Drive, Northville , Michigan       48167
        -------------------------------------           -----------------
            (Street Address)         (City)                 (ZIP Code)

     c. The mailing address of the above registered office on file with the
        Bureau is:

                 Same as above                , Michigan
        --------------------------------------           ------------------
       (Street Address or P.O. Box)    (City)                (ZIP Code)

  ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD

4.   a. The name of the resident agent is: Patrick C. Cauley

     b. The address of the registered office is:

          15300 Centennial Drive, Northville, Michigan       48167
        ------------------------------------           -----------------
            (Street Address)          (City)               (ZIP Code)

     c. The mailing address of the registered office IF DIFFERENT THAN 4B is:

                                              , Michigan
     -----------------------------------------           ------------------
       (Street Address or P.O. Box)     (City)               (ZIP Code)

5.   The above changes were authorized by resolution duly adopted by: 1. ALL
     CORPORATIONS: its Board of Directors; 2. PROFIT CORPORATIONS ONLY: the
     resident agent if only the address of the registered office is changed, in
     which case a copy of this statement has been mailed to the corporation; 3.
     LIMITED LIABILITY COMPANIES: an operating agreement, affirmative vote of a
     majority of the members pursuant to section 502(1), managers pursuant to
     section 405, or the resident agent if only the address of the registered
     office is changed.

6.   The corporation or limited liability company further states that the
     address of its registered office and the address of its resident agent, as
     changed, are identical.

Signature                  Type or Print Name and Title        Date signed

/s/ Larry Karenko          Larry Karenko, Vice President       April 9, 2002

GOLD SEAL APPEARS ONLY ON ORIGINAL

EX-3.56

                                                                    EXHIBIT 3.56

                                     BY-LAWS

                                       OF

                         PROCESS CONTROL AUTOMATION, INC.

                             A MICHIGAN CORPORATION

1.       SHAREHOLDERS' MEETING

         1.1      ANNUAL MEETING. The annual meeting of the Shareholders shall
be held in each year after the expiration of the fiscal year of the Corporation
at such time and place as shall be determined by the Board of Directors, for the
purpose of electing Directors and of transacting such other business as may
properly be brought before the meeting.

         1.2      SPECIAL MEETINGS. A Special Meeting of the Shareholders may be
called to be held at such time and place as may be designated by the Chairperson
of the Board, a majority of the Board of Directors, or not less than an
aggregate of ten percent (10%) of the outstanding shares of stock of the
Corporation having the right to vote at such Special Meeting.

         1.3      NOTICE OF MEETINGS. Written notice of the time, place and
purposes of every meeting of the Shareholders of this Corporation shall be
given, either personally or by mail, not less than ten (10) nor more than sixty
(60) days before said meeting to each Shareholder of record of the Corporation
entitled to vote at such meeting. Notices shall state the authority pursuant to
which they are issued as, "by order of" the "Chairperson of the Board", "Board
of Directors", or "Shareholders".

         1.4      WAIVER OF NOTICE. Notice of the time, place and purpose of any
meeting of the Shareholders of this Corporation may be waived by telegram,
radiogram, cablegram, or other writing either before or after such meeting has
been held.

                  A Shareholder's attendance at a meeting of Shareholders, in
person or by proxy, will result in (a) a waiver of objection to lack of notice
or defective notice of the meeting unless the Shareholder at the beginning of
the meeting objects to holding the meeting or transacting business at the
meeting and (b) waiver of objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes described in the meeting
notice, unless the Shareholder objects to considering the matter when it is
presented.



         1.5      QUORUM. At every meeting of the Shareholders, the holders of
record of a majority of the outstanding shares of stock of the Corporation
entitled to vote at such meeting, whether present in person or represented by
proxy, shall constitute a quorum.

         1.6      RECORD DATE. The Board of Directors may fix in advance a date
not exceeding sixty (60) days nor less than ten (10) days preceding the original
date fixed for any meeting of Shareholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, as a record
date for the determination of the Shareholders entitled to notice of, and to
vote at, any such meeting, or entitled to receive payment of any such dividend,
or to any such allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock. In such case, such
Shareholders and only such Shareholders as shall be Shareholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation or otherwise after any
such record date is fixed as aforesaid. Nothing in this Section shall affect the
rights of a Shareholder and his/her transferee or transferor as between
themselves.

         1.7      VOTING RIGHTS. At all times, each holder of record of the
common stock of the Corporation shall be entitled to one vote for each share of
common stock standing in his/her name on the books of the Corporation, subject,
however, to the full effect of the limitations imposed by the fixed record date
for determination of Shareholders set forth elsewhere in this Article.

         1.8      VOTE BY SHAREHOLDER CORPORATION. Shares standing in the name
of another domestic or foreign corporation may be voted by an officer or agent,
or by proxy appointed by an officer or agent of such corporation.

         1.9      ACTION BY UNANIMOUS WRITTEN CONSENT. Any action required or
permitted to be taken at an Annual or Special Meeting of Shareholders may be
taken without a meeting, without prior notice and without a vote, if before or
after the action all the Shareholders entitled to vote thereon consent thereto
in writing.

         1.10     ELECTRONIC PARTICIPATION. A Shareholder may participate in a
meeting of Shareholders by a conference telephone or by other similar
communications equipment through which all persons participating in the meeting
may communicate with the other participants. All participants shall be advised
of the communications equipment and the names of the participants in the

BY-LAWS (SHORT FORM)                   2



conference shall be divulged to all participants. Participation in a meeting
pursuant to this Section constitutes presence in person at the meeting.

2.       SHARES

         2.1      CERTIFICATES. Every Shareholder of this Corporation shall be
entitled to a certificate of his or her shares signed by the Chairperson of the
Board, Vice-Chairperson of the Board, President or a Vice-President and which
may also be signed by another officer of the Corporation. Each such certificate
shall state on its face that the Corporation is formed under the laws of this
state, the name of the person to whom issued, the number and class of Shares,
and the designation of the series, if any, which the certificate represents.

3.       BOARD OF DIRECTORS

         3.1      NUMBER AND TERM OF OFFICE. The business, property and affairs
of the Corporation shall be managed by a Board of Directors composed of one (1)
or more members who need not be Shareholders. The number of Directors for the
Board of Directors shall be determined by a majority vote of the Shareholders.
The first Board of Directors shall hold office until the first annual meeting of
Shareholders. At the first annual meeting of Shareholders and at each annual
meeting thereafter, the Shareholders shall elect Directors to hold office until
the succeeding annual meeting. A Director shall hold office for the term for
which he or she is elected and until his or her successor is elected and
qualified, or until his or her resignation or removal. A Director may resign by
written notice to the Corporation. The resignation is effective upon its receipt
by the Corporation or a later time as set forth in the notice of resignation.

         3.2      VACANCIES. A vacancy occurring in the Board may be filled by
the Shareholders or the Board. A vacancy filled by the Board may be filled for a
term of office continuing only until the next election of Directors by the
Shareholders.

         3.3      ANNUAL MEETINGS. At the place of holding the annual meeting of
Shareholders and immediately following the same, the Board of Directors as
constituted upon final adjournment of such Shareholder meeting shall convene
without notice for the purpose of electing officers and transacting any other
business properly brought before it; provided, that the annual meeting in any
year may be held at a different time and place than that herein provided by
consent of a majority of the Directors of such new Board.

         3.4      REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such time and place as the Board of

BY-LAWS (SHORT FORM)                   3



Directors shall from time to time determine by resolution of the Board of
Directors or by waiver of notice and consent. No notice of regular meetings of
the board shall be required.

         3.5      SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairperson of the Board or a majority of the Directors in
office at the time of the call, whenever in his/her or their judgment it may be
necessary, by giving reasonable notice, either personally or by mail or
telegram, of the time and place of such meeting. Any action taken at any such
meeting shall not be invalidated for want of notice if such notice shall be
waived as herein provided.

         3.6      WAIVER OF NOTICE. Notice of the time and place of any meeting
of the Board of Directors may be waived in writing or by telegram, radiogram, or
cablegram, either before or after such meeting has been held. A Director's
attendance at or participation in a meeting waives any required notice to him or
her of the meeting unless he or she at the beginning of the meeting, or upon his
or her arrival, objects to the meeting or the transacting of business at the
meeting and does not thereafter vote for or assent to any action taken at the
meeting.

         3.7      PURPOSE. Neither the business to be transacted nor the purpose
of a regular or special meeting need be specified in the notice or waiver of
notice of the meeting.

         3.8      ELECTRONIC PARTICIPATION. A Director may participate in a
meeting of the Board or of any committee designated by the Board by means of a
conference telephone or similar communications equipment through which all
persons participating in the meeting can communicate with the other
participants. Participation in a meeting pursuant to this subsection constitutes
presence in person at the meeting.

         3.9      QUORUM. A majority of the Directors then in office, or of the
members of a committee thereof, constitutes a quorum for the transaction of
business. If there shall be less than a quorum present at any meeting of the
Board of Directors, a majority of the Directors present may adjourn the meeting
from time to time without notice other than announcement at the meeting until a
quorum shall be present, at which time any business may be transacted which
might have been transacted at the meeting as first convened had there been a
quorum present. The vote of the majority of the Directors present at any meeting
of the Board or committee thereof at which a quorum is present constitutes the
action of the Board or of the committee except that amendment of these By-Laws
requires the vote of not less than a majority of the members of the Board then
in office.

         3.10     ACTION BY UNANIMOUS WRITTEN CONSENT. Action required or
permitted to be taken pursuant to authorization voted at a

BY-LAWS (SHORT FORM)                   4



meeting of the Board or a committee thereof, may be taken without a meeting if,
before or after the action, all members of the Board then in office or of the
committee consent to the action in writing. The written consents shall be filed
with the minutes of the proceedings of the Board or the committee. The consent
has the same effect as a vote of the Board or committee for all purposes.

         3.11     ELECTION OF OFFICERS. The Board of Directors of the
Corporation shall elect or appoint a president, a secretary and a treasurer and
may elect or appoint a chairman of the board. None of said officers, except the
chairman of the board, need be a director. The Board of Directors shall have the
power to appoint such other officers and agents as the board may deem necessary
for the transaction of the business of the Corporation, including the power to
appoint one or more vice-presidents and one or more attorneys-in-fact.

4.       OFFICERS

         4.1      OFFICERS. The officers of the Corporation shall consist of a
president, secretary, treasurer and, if approved by the Board, a chairperson of
the Board, one or more vice-presidents and such other officers as may be
determined by the Board.

         4.2      CHAIRPERSON OF THE BOARD. The Chairperson of the Board shall
be selected by and from the membership of the Board of Directors. He/she shall
preside at all meetings of the Shareholders and of the Board of Directors.

         4.3      PRESIDENT. The President shall be the chief executive officer
of the Corporation. He/she shall, subject to the control of the Board of
Directors, have general and active management of the business of the
Corporation, with such general powers and duties of supervision and management
as are usually vested in the office of president of a corporation. He/she shall
see that all orders and resolutions of the Board of Directors are carried into
effect, and shall have such other powers and duties as may be assigned to
him/her by the Board of Directors.

         4.4      VICE-PRESIDENTS. The Board of Directors may select one or more
vice-president who, subject to the control of the president, shall have such
powers and duties as may be assigned to each of them by the Board of Directors.

         4.5      SECRETARY. The Secretary shall be selected by the Board of
Directors. Subject to the control of the Chairperson of the Board, he/she shall
attend all meetings of Shareholders and of the Board of Directors, and shall
preserve in books of the Corporation, true minutes of the proceedings of all
such meetings. He/she shall have such additional powers and duties as may be
assigned to him/her by the Board of Directors.

BY-LAWS (SHORT FORM)                   5



         4.6      TREASURER. The Treasurer shall be selected by the Board of
Directors. Subject to the control of the President, he/she shall have custody of
all corporate funds and securities, and shall keep in books belonging to the
Corporation full and accurate accounts of all receipts and disbursements. He/she
shall deposit all monies, securities and other valuable effects in the name of
the Corporation in such depositories as may be designated for the purpose by the
Board of Directors. He/she shall disburse the funds of the Corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the Chairperson of the Board and the Directors at regular meetings of
the Board and whenever requested by them and to the President, an account of all
his transactions as Treasurer. He/she shall in general perform all duties
incident to the office of treasurer, and shall have such additional powers and
duties as may be assigned to him/her by the Board of Directors.

         4.7      TERM; REMOVAL OF OFFICERS AND AGENTS; RESIGNATION. An officer
elected or appointed as herein provided shall hold office for the term for which
he or she is elected or appointed and until his/her successor is elected or
appointed and qualified, or until his/her resignation or removal. Any officer or
agent may be removed by the Board of Directors at any time, with or without
cause. The removal of an officer shall be without prejudice to his contract
rights, if any. The election or appointment of an officer does not of itself
create contract rights. An officer may resign by written notice to the
Corporation. The resignation is effective upon its receipt by the Corporation or
at a subsequent time specified in the notice of resignation.

5.       EXECUTION OF INSTRUMENTS

         5.1      MONEY INSTRUMENTS. All checks, drafts and orders for payment
of money shall be signed in the name of the Corporation by such officer(s) or
agent(s) and in such manner including the use of facsimile signatures as the
Board of Directors shall from time to time designate for that purpose.

         5.2      OTHER INSTRUMENTS. The Board of Directors shall have power to
designate the officers and agents (or a single officer or agent) who shall have
authority to execute any contract, conveyance or other instrument or document on
behalf of the Corporation. When the execution of any contract, conveyance or
other instrument or document has been authorized without specification of the
executing officers, the Chairperson of the Board or President may execute the
same in the name and on behalf of the Corporation, or any Vice-President, and
the Secretary or Assistant Secretary may execute the same in the name and on
behalf of the Corporation.

BY-LAWS (SHORT FORM)                   6



6.       INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES

         6.1      THIRD-PARTY PROCEEDING. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he/she is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him/her in connection with
such action, suit or proceeding if he/she acted in good faith and in a manner
he/she reasonably believed to be in or not opposed to the best interests of the
Corporation or its Shareholders, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his/her conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he/she reasonably believed to be in or not opposed to the best
interests of the Corporation or its Shareholders, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his/her
conduct was unlawful.

         6.2      DERIVATIVE SHAREHOLDER LIABILITY. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he/she
is or was a director, officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, whether for profit or
not, against expenses (including attorneys' fees) and amounts paid in settlement
actually and reasonably incurred by the person in connection with the action or
suit if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the Corporation or its
Shareholders; except that no indemnification shall be made for any claim, issue
or matter in which the person has been found liable to the Corporation except to
the extent ordered by a court of competent jurisdiction.

BY-LAWS (SHORT FORM)                   7



7.       AMENDMENT OF BY-LAWS

          These by-laws may be altered, amended, added to, rescinded or repealed
by the affirmative vote of a majority of the Shares entitled to vote or, except
insofar as exercise of such power shall be contrary to the Articles of
Incorporation, by the Board of Directors.

BY-LAWS (SHORT FORM)                   8

EX-3.57

                                                                    EXHIBIT 3.57

- --------------------------------------------------------------------------------
      MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
  Date Received            (FOR BUREAU USE ONLY)              FILED

JAN 20 1994     Adjusted per telephone                     JAN 27 1994
- ----------------authorization from
                David Tennent                             Administrator
                                                MICHIGAN DEPARTMENT OF COMMERCE
                                                Corporation & Securities Bureau

- ----------------------------------------------
Name
  David L. Tennent
- ----------------------------------------------
Address
  801 W. Big Beaver Rd, Ste. 500
- ----------------------------------------------
City               State               ZIP Code
  Troy               MI                 48084    EFFECTIVE DATE:
- ----------------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE. -

                       RESTATED ARTICLES OF INCORPORATION
                    FOR USE BY DOMESTIC PROFIT CORPORATIONS
            (Please read information and instructions on last page)

     Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned
corporation executes the following Articles:

1.   The present name of the corporation is:  CMI-PACIFIC, INC.

2.   The corporation identification number assigned by the Bureau is:  281-128

3.   All former names of the corporation are:

4.   The date of filing the original Articles of Incorporation was:  12/14/89

     The following Restated Articles of Incorporation supersede the Articles of
     Incorporation as amended and shall be the Articles of Incorporation for the
     corporation:

ARTICLE I

The name of the corporation is:  CMI-PACIFIC, INC.

ARTICLE II

The purpose or purposes for which the corporation is formed are: To engage in
  any activity within the purposes for which corporations may be formed under
  the Business Corporation Act of Michigan.

GOLD SEAL APPEARS ONLY ON ORIGINAL



ARTICLE III

The total authorized shares:

Common shares 60,000               Preferred shares___________________________

A statement of all or any of the relative rights, preferences and limitations of
the shares of each class is as follows:

ARTICLE IV

1.   The address of the current registered office is:

     30333 Southfield Road           Southfield      , Michigan      48076
     ------------------------------------------------           ----------------
       (STREET ADDRESS)             (CITY)                         (ZIP CODE)

2.   The mailing address of the current registered office if different than
     above:

                                                    , Michigan
     ------------------------------------------------          ----------------
     (P.O. BOX)                    (CITY)                         (ZIP CODE)

3.   The name of the current resident agent is: Richard A. Nawrocki

ARTICLE V (OPTIONAL. DELETE IF NOT APPLICABLE.)

When a compromise or arrangement or a plan of reorganization of this corporation
is proposed between this corporation and its creditors or any class of them or
between this corporation and its shareholders or any class of them, a court of
equity jurisdiction within the state, on application of this corporation or of a
creditor or shareholder thereof, or on application of a receiver appointed for
the corporation, may order a meeting of the creditors or class of creditors or
of the shareholders or class of shareholders to be affected by the proposed
compromise or arrangement or reorganization, to be summoned in such manner as
the court directs. If a majority in number representing 3/4 in value of the
creditors or class of creditors, or of the shareholders or class of shareholders
to be affected by the proposed compromise or arrangement or a reorganization,
agree to a compromise or arrangement or a reorganization of this corporation
as a consequence of the compromise or arrangement, the compromise or
arrangement and the reorganization, if sanctioned by the court to which the
application has been made, shall be binding on all the creditors or class of
creditors, or on all the shareholders or class of shareholders and also on this
corporation.

ARTICLE VI (OPTIONAL. DELETE IF NOT APPLICABLE.)

Any action required or permitted by the Act to be taken at an annual or special
meeting of shareholders may be taken without a meeting, without prior notice and
without a vote, if consents in writing, setting forth the action so taken, are
signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote on the action were present and
voted. The written consents shall bear the date of signature of each shareholder
who signs the consent. No written consents shall be effective to take the
corporate action referred to unless, within 60 days after the record date for
determining shareholders entitled to express consent to or to dissent from a
proposal without a meeting, written consents signed by a sufficient number of
shareholders to take the action are delivered to the corporation. Delivery shall
be to the corporation's registered office, its principal place of business, or
an officer or agent of the corporation having custody of the minutes of the
proceedings of its shareholders. Delivery made to a corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested.

Prompt notice of the taking of the corporate action without a meeting by less
than unanious written consent shall be given to shareholders who have not
consented in writing.

GOLD SEAL APPEARS ONLY ON ORIGINAL


ARTICLE VII (ADDITIONAL PROVISIONS, IF ANY, MAY BE INSERTED HERE; ATTACH
ADDITIONAL PAGES IF NEEDED.)

- --------------------------------------------------------------------------------

              SEE ADDENDUM ATTACHED HERETO AND MADE A PART HEREOF

- --------------------------------------------------------------------------------

5.  COMPLETE SECTION (a) IF THE RESTATED ARTICLES WERE ADOPTED BY THE UNANIMOUS
    CONSENT OF THE INCORPORATORS BEFORE THE FIRST MEETING OF THE BOARD OF
    DIRECTORS; OTHERWISE, COMPLETE SECTION (b)

    a. [ ] These Restated Articles of Incorporation were duly adopted on the
           ___day of ______, 19____, in accordance with the provisions of
          Section 642 of the Act by the unanimous consent of the incorporators
          before the first meeting of the Board of Directors.

           Signed this__________________ day of____________________,19_________

           ________________________________,   _________________________________

           ________________________________    _________________________________
          (SIGNATURES OF INCORPORATORS: TYPE OR PRINT NAME UNDER EACH SIGNATURE)

    b. [X] These Restated Articles of Incorporation were duly adopted on the
           14th day of JANUARY, 1994, in accordance with the provisions of
           Section 642 of the Act and: (check one of the following)

           [ ]  were duly adopted by the Board of Directors without a vote of
                the shareholders. These Restated Articles of Incorporation only
                restate and integrate and do not further amend the provisions of
                the Articles of Incorporation as heretofore amended and there is
                no material discrepency between those provisions and the
                provisions of these Restated Articles.

           [ ]  were duly adopted by the shareholders. The necessary number of
                shares as required by statute were voted in favor of these
                Restated Articles.

           [ ]  were duly adopted by the written consent of the shareholders
                having not less than the minimum number of votes required by
                statute in accordance with Section 407(1) of the Act. Written
                notice to shareholders who have not consented in writing has
                been given. (Note: Written consent by less than all of the
                shareholders is permitted only if such provision appears in the
                Articles of Incorporation.)

           [X]  were duly adopted by the written consent of all the shareholders
                entitled to vote in accordance with Section 407(2) of the Act.

                            Signed this 14 day of January, 1994

                            By /s/ Richard A. Nawrocki
                               ------------------------------------------
                                              (SIGNATURE)

                             Richard A. Nawrocki        Vice President
                            ----------------------------------------------
                             (TYPE OR PRINT NAME)    (TYPE OR PRINT TITLE)

GOLD SEAL APPEARS ONLY ON ORIGINAL



               ATTACHMENT TO RESTATED ARTICLES OF INCORPORATION OF
                                CMI-PACIFIC, INC.

ARTICLE VII

(1) A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for a breach of fiduciary
duty as a director, except for liability: (a) for any breach of the director's
duty of loyalty to the corporation or its shareholders; (b) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (c) for a violation of Section 551(1) of the Michigan Business
Corporation Act; (d) for any transaction from which the director derived an
improper personal benefit; or (e) for any act or omission occurring prior to the
date of the approval of this Article. In the event the Michigan Business
Corporation Act is amended after the approval of this Article to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the corporation shall be
eliminated or limited to the fullest extent permitted by the Michigan Business
Corporation Act, as so amended. Any repeal, modification or adoption of any
provision in these Articles of Incorporation inconsistent with this Article
shall not adversely affect any right or protection of a director of the
corporation existing at the time of such repeal, modification or adoption.

(2) Directors and officers of the corporation shall be indemnified as of right
to the fullest extent now or hereafter permitted by law in connection with any
actual or threatened civil, criminal, administrative or investigative action,
suit or proceeding (whether formal or informal and whether brought by or in the
name of the corporation, a subsidiary or otherwise) arising out of: (a) any
actual or alleged act or omission at any time as a director or officer of the
corporation, a subsidiary, or any organization for which the person is serving
at the request of the corporation; (b) their past, present or future status as a
director of officer of the corporation, a subsidiary or any organization for
which the person is serving at the request of the corporation. Persons who are
not directors or officers of the corporation may be similarly indemnified in
respect of such service to the extent authorized at any time by the board of
directors of the corporation. The provisions of this Article shall be applicable
to directors and officers who have ceased to render such service and shall inure
to the benefit of their heirs, executors and administrators. The right of
indemnity provided herein shall not be exclusive, and the corporation may
provide indemnification to any person, by agreement or otherwise, on such terms
and conditions as the board of directors of the corporation may approve. Any
agreement for indemnification of any director, officer, employee or other person
may provide indemnification rights which are broader or otherwise different than
those set forth in the Michigan Business Corporation Act.

GOLD SEAL APPEARS ONLY ON ORIGINAL


C&S 515 (Rev. 5/95)
- --------------------------------------------------------------------------------
      MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
  Date Received                     (FOR BUREAU USE ONLY)

                                                     FILED

AUG 16 1996                                       AUG 19 1996
- -------------------
                                                 Administrator
                                 MI DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
                               CORPORATION, SECURITIES & LAND DEVELOPMENT BUREAU

- ----------------------------------------------
Name
  David L. Tennent, Esq.
- ----------------------------------------------
Address
  801 W. Big Beaver Rd, Ste. 500
- ----------------------------------------------
City               State               Zip Code
  Troy               MI                 48084    EFFECTIVE DATE:
- ----------------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE. -

            CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
              FOR USE BY DOMESTIC PROFIT AND NONPROFIT CORPORATIONS
           (Please read information and instructions on the last page)

     Pursuant to the provisions of Act 284, Public Acts of 1972  (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:

1.   The present name of the corporation is:  CMI-PACIFIC, INC.

2.   The identification number assigned by the Bureau is:  281-128

3.   The location of the registered office is:

    30333 Southfield Road         Southfield          , Michigan     48076
    --------------------------------------------------          ---------------
       (Street Address)             (City)                         (ZIP Code)

4.   Article I of the Articles of Incorporation is hereby amended to read as
     follows:

     The name of the corporation is:  CMI-POLYMERS, INC.

GOLD SEAL APPEARS ONLY ON ORIGINAL


5.   COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT
OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS OR
TRUSTEES; OTHERWISE, COMPLETE SECTION(b). DO NOT COMPLETE BOTH.

a. [ ] The foregoing amendment to the Articles of Incorporation was duly adopted
   on the______________ day of____________________, 19_________, in accordance
   with the provisions of the Act by the unanimous consent of the
   incorporator(s) before the first meeting of the Board of Directors or
   Trustees.

         Signed this__________day of____________________________, 19____________

__________________________________           ___________________________________
         (Signature)                                     (Signature)

__________________________________           ___________________________________
    (Type or Print Name)                              (Type or Print Name)

__________________________________           ___________________________________
        (Signature)                                      (Sigature)

__________________________________           ___________________________________
    (Type or Print Name)                              (Type or Print Name)

b.   [x] The foregoing amendement to the Articles of Incorporation was duly
     adopted on the 14th day of August, 1996. The amendment: (check one of the
     following)

     [ ] was duly adopted in accordance with Section 611(2) of the Act by the
         vote of the shareholders if a profit corporation, or by the vote of the
         sharesholders or members if a nonprofit corporation, or by the vote of
         the directors if a nonprofit corporation organized on a nonstock
         directorship basis. The necessary votes were cast in favor of the
         amendment.

     [ ] was duly adopted by the written consent of all directors pursuant to
         Section 525 of the Act and the corporation is a nonprofit corporation
         organized on a nonstock directorship basis.

     [ ] was duly adopted by the written consent of the shareholders or members
         having not less than the minimum number of votes required by statute in
         accordance with Section 407(1) and (2) of the Act if a nonprofit
         corporation, or Section 407(1) of the Act if a profit corporation.
         Written notice to shareholders who have not consented in writing has
         been given. (Note: Written consent by less than all of the shareholders
         or members is permitted only if such provision appears in the Articles
         of Incorporation.)

     [ ] was duly adopted by the written consent of all the shareholders or
         members entitled to vote in accordance with section 407(3) of the Act
         if a nonprofit corporation, or Section 407(2) of the Act if a profit
         corporation.

                   Signed this 14th day of August, 1996

                   By /s/ Richard A. Nawrocki
                     -----------------------------------------------------------
                      (Only Signature of President, Vice-President, Chairperson,
                      or Vice-Chairperson)

                               Richard A. Nawrocki, Exec. Vice President
                            ----------------------------------------------------
                              (Type or Print Name)    (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL



- -------------------------------------------------------------------------------
             MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
              CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- -------------------------------------------------------------------------------
Date Receive                                       (FOR BUREAU USE ONLY)
JUN 21 1999
- ---------------------------
                                                            FILED

                                                          JUN 21 1999

- ----------------------------                             Administrator
Name________________________                CORP., SECURITIES & LAND DEV. BUREAU

        Ph. 517-663-2525 Ref # 94118
Address Attn: Cheryl J. Bixby
        MICHIGAN RUNNER SERVICE
City    P.O. Box 266
        Eaton Rapids, MI 48827                 EFFECTIVE DATE:
- -------------------------------------------------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE-

            CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
                     FOR USE BY DOMESTIC PROFIT CORPORATIONS
           (Please read information and instructions on the last page)

     Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations),
the undersigned corporation executes the following Certificate:

1.   The present name of the corporation is: CMI-POLYMERS, INC.

2.   The identification number assigned by the Bureau is: 281-128

3.   The location of its registered office is:

30333 Southfield Road               Southfield                      48076
- ------------------------------------------------------, Michigan -----------
        (Street Address)             (City)                       (ZIP Code)

4.   Article I of the Articles of Incorporation is hereby amended to read as
     follows:

     The name of the corporation is HAYES LEMMERZ INTERNATIONAL-PETERSBURG, INC.

Article IV of the Articles of Incorporation is hereby amended to read as
follows:

1.   The address of the registered office is 15300 Centennial Drive,
     Northville, Michigan 48167.

3.   The name of the resident agent at the registered office is Patrick B.
     Carey.

GOLD SEAL APPEARS ONLY ON ORIGINAL



5.   (FOR AMENDMENTS ADOPTED BY UNANIMOUS CONSENT OF INCORPORATORS BEFORE THE
     FIRST MEETING OF THE BOARD OF DIRECTORS OR TRUSTEES.)

The foregoing amendment to the Articles of incorporation was duly adopted on the
________ day of________________, 19_____, in accordance with the provisions of
the Act by the unanimous consent of the incorporator(s) before the first meeting
of the Board of Directors or Trustees.

         Signed this__________day of______________________________, 19_________.

__________________________________           ___________________________________
         (Signature)                                     (Signature)

__________________________________           ___________________________________
    (Type or Print Name)                               (Type or Print Name)

__________________________________           ___________________________________
        (Signature)                                      (Signature)

__________________________________           ___________________________________
    (Type or Print Name)                              (Type or Print Name)


6.   (FOR PROFIT CORPORATIONS, AND FOR NONPROFIT CORPORATIONS WHOSE ARTICLES
     STATE THE CORPORATION IS ORGANIZED ON A STOCK OR ON A MEMBERSHIP BASIS.)

     The foregoing amendment to the Articles of Incorporation was duly adopted
     on the 30th day of April, 1999 by the shareholders if a profit corporation,
     or by the shareholders or members if a nonprofit corporation (check one of
     the following)

     [ ] at a meeting. The necessary votes were cast in favor of the amendment.

     [ ] by written consent of the shareholders or members having not less than
         the minimum number of votes required by statute in accordance with
         Section 407(1) and (2) of the Act if a nonprofit corporation, or
         Section 407(1) of the Act if a profit corporation. Written notice to
         shareholders or members who have not consented in writing has been
         given. (Note: Written consent by less than all of the shareholders or
         members is permitted only if such provision appears in the Articles of
         Incorporation.)

     [X] by written consent of all the shareholders or members entitled to vote
         in accordance with section 407(3) of the Act if a nonprofit
         corporation, or Section 407(2) of the Act if a profit corporation.

                          Signed this 17th day of June, 1999

                          By /s/ William D. Shovers
                             ----------------------------------------
                             (Signature of President, Vice-President,
                             Chairperson, Vice-Chairperson)

                            William D. Shovers       Vice-President
                           ------------------------------------------
                           (Type or Print Name) (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL



- -------------------------------------------------------------------------------
             MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
              CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- -------------------------------------------------------------------------------
Date Receive                                       (FOR BUREAU USE ONLY)

JUN 28 1999
- ------------                                                FILED

                                                          JUN 28 1999

                                                         Administrator
                                            CORP., SECURITIES & LAND DEV. BUREAU
Ph. 517-663-2525 Ref # 94366
Attn: Cheryl J. Bixby
MICHIGAN RUNNER SERVICE
P.O. Box 266
Eaton Rapids, MI 48827                 EXPIRATION DATE; DECEMBER 31, 2004
- -----------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

                          CERTIFICATE OF ASSUMED NAME
 FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES
           (Please read information and instructions on reverse side)

     Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, Limited partnership, or limited
liability company in item one executes the following Certificate:

1.   The true name of the corporation, limited partnership, or limited liability
     company is:

     HAYES LEMMERZ INTERNATIONAL-PETERSBURG, INC.

2.   The identification number assigned by the Bureau is:   281-128

3.   The location of the corporation or limited liability company registered
     office in Michigan or the office at which the limited partnership records
     are maintained is:

     15300 Centennial Drive       Northville           Michigan      48167
- -------------------------------------------------------------------------------
       (Street Address)           (City)               (State)   (ZIP Code)

4.   The assumed name under which business is to be transacted is:

     CMI-POLYMERS, INC.

 COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

                    Signed this 17th day of June 1999

                    By /s/ William D. Shovers
                       -----------------------------------------
                           (Signature)

                       William D. Shovers       Vice President
                    ----------------------------------------------
                       (Type or Print Name) (Type or Print Title)

                    ______________________________________________
                           (Limited Partnerships Only --
                          Indicate Name of General Partner
                         if a corporation or other entity)

GOLD SEAL APPEARS ONLY ON ORIGINAL



- -------------------------------------------------------------------------------
              MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
                         BUREAU OF COMMERCIAL SERVICES
- -------------------------------------------------------------------------------
Date Received                                (FOR BUREAU USE ONLY)
- -------------                                                      FILED

                                                               APR 22 2002

                This document is effective on the date filed, unless a
                subsequent effective date within 90 days after received date is
                stated in the document.

- ---------------------------------------------------
Name                                                        CIS Administrator
                                                            BUREAU OF
     Kelly Brushaber                                        COMMERCIAL SERVICES
- ---------------------------------------------------
Address
     15300 Centennial Drive
- ---------------------------------------------------
        City           State             Zip Code        EFFECTIVE DATE
- ---------------------------------------------------
     Northville          MI                48167

- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE. -
- -------------------------------------------------------------------------------
     IF LEFT BLANK DOCUMENT WILL BE MAILED TO THE REGISTERED OFFICE.

   CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT
FOR USE BY DOMESTIC AND FOREIGN CORPORATIONS AND LIMITED LIABILITY COMPANIES
           (Please read information and instructions on reverse side)

     Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or
Act 23, Public Acts of 1993 (limited liability companies), the undersigned
corporation or limited liability company executes the following Certificate:

1.   The name of the corporation or limited liability company is:

        Hayes Lemmerz International - Petersburg, Inc.

2.   The identification number assigned by the Bureau is:  281-128

3.   a. The name of the resident agent on file with the Bureau is:
                                                          Patrick B. Carey

     b. The location of the registered office on file with the Bureau is:

        15300 Centennial Drive, Northville    Michigan               48167
        ---------------------------------------------------        ----------
          (Street Address)    (City)                               (ZIP Code)

     c. The mailing address of the above registered office on file with the
        Bureau is:

           Same as above                              Michigan
- ----------------------------------------------------,            ---------------
(Street Address or P.O. Box)         (City)                         (ZIP Code)

 ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD

4.   a. The name of the resident agent is: Patrick C. Cauley

     b. The address of the registered office is:

     15300 Centennial Drive, Northville               Michigan     48167
     ------------------------------------------------,           ----------
         (Street Address)                    (City)              (ZIP Code)

     c. The mailing address of the registered office IF DIFFERENT THAN 4B is:

____________________________________________________, Michigan   _______________
(Street Address or P.O. Box)              (City)                (ZIP Code)

5.   The above changes were authorized by resolution duly adopted by: 1.ALL
     CORPORATIONS: its Board of Directors; 2. PROFIT CORPORATIONS ONLY: the
     resident agent if only the address of the registered office is changed, in
     which case a copy of this statement has been mailed to the corporation; 3.
     LIMITED LIABILITY COMPANIES: an operating agreement, affirmative vote of a
     majority of the members pursuant to section 502(1), managers pursuant to
     section 405, or the resident agent if only the address of the registered
     office is changed.

6.   The corporation or limited liability company further states that the
     address of its registered office and the address of its resident agent, as
     changed, are identical.

Signature

/s/ Larry Karenko     Type or Print Name and Title      Date Signed
- -------------------
                      Larry Karenko, Vice President April 9, 2002

GOLD SEAL APPEARS ONLY ON ORIGINAL

EX-3.58

                                                                    EXHIBIT 3.58

                                     BY-LAWS

                                       OF

                                CMI-PACIFIC. INC.

                             A MICHIGAN CORPORATION

                    (INCLUDING ALL AMENDMENTS AS OF 1/14/94)

1.       SHAREHOLDERS' MEETING

         1.1      ANNUAL MEETING. The annual meeting of the Shareholders shall
be held in each year after the expiration of the fiscal year of the Corporation
at such time and place as shall be determined by the Board of Directors, for the
purpose of electing Directors and of transacting such other business as may
properly be brought before the meeting.

         1.2      SPECIAL MEETINGS. A Special Meeting of the Shareholders may be
called to be held at such time and place as may be designated by the Chairperson
of the Board, a majority of the Board of Directors, or not less than an
aggregate of ten percent (10%) of the outstanding shares of stock of the
Corporation having the right to vote at such Special Meeting.

         1.3      NOTICE OF MEETINGS. Written notice of the time, place and
purposes of every meeting of the Shareholders of this Corporation shall be
given, either personally or by mail, not less than ten (10) nor more than sixty
(60) days before said meeting to each Shareholder of record of the Corporation
entitled to vote at such meeting. Notices shall state the authority pursuant to
which they are issued as, "by order of" the "Chairperson of the Board", "Board
of Directors", or "Shareholders".

         1.4      WAIVER OF NOTICE. Notice of the time, place and purpose of any
meeting of the Shareholders of this Corporation may be waived by telegram,
radiogram, cablegram, or other writing either before or after such meeting has
been held.

                  A Shareholder's attendance at a meeting of Shareholders, in
person or by proxy, will result in (a) a waiver of objection to lack of notice
or defective notice of the meeting unless the Shareholder at the beginning of
the meeting objects to holding the meeting or transacting business at the
meeting and (b) waiver of objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes described in the meeting
notice, unless the Shareholder objects to considering the matter when it is
presented.



         1.5      QUORUM. At every meeting of the Shareholders, the holders of
record of a majority of the outstanding shares of stock of the Corporation
entitled to vote at such meeting, whether present in person or represented by
proxy, shall constitute a quorum.

         1.6      RECORD DATE. The Board of Directors may fix in advance a date
not exceeding sixty (60) days nor less than ten (10) days preceding the original
date fixed for any meeting of Shareholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, as a record
date for the determination of the Shareholders entitled to notice of, and to
vote at, any such meeting, or entitled to receive payment of any such dividend,
or to any such allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock. In such case, such
Shareholders and only such Shareholders as shall be Shareholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation or otherwise after any
such record date is fixed as aforesaid. Nothing in this Section shall affect the
rights of a Shareholder and his/her transferee or transferor as between
themselves.

         1.7      VOTING RIGHTS. At all times, each holder of record of the
common stock of the Corporation shall be entitled to one vote for each share of
common stock standing in his/her name on the books of the Corporation, subject,
however, to the full effect of the limitations imposed by the fixed record date
for determination of Shareholders set forth elsewhere in this Article.

         1.8      VOTE BY SHAREHOLDER CORPORATION. Shares standing in the name
of another domestic or foreign corporation may be voted by an officer or agent,
or by proxy appointed by an officer or agent of such corporation.

         1.9      ACTION BY UNANIMOUS WRITTEN CONSENT. Any action required or
permitted to be taken at an Annual or Special Meeting of Shareholders may be
taken without a meeting, without prior notice and without a vote, if before or
after the action all the Shareholders entitled to vote thereon consent thereto
in writing.

         1.10     ELECTRONIC PARTICIPATION. A Shareholder may participate in a
meeting of Shareholders by a conference telephone or by other similar
communications equipment through which all persons participating in the meeting
may communicate with the other participants. All participants shall be advised
of the communications equipment and the names of the participants in the

                                       2



conference shall be divulged to all participants. Participation in a meeting
pursuant to this Section constitutes presence in person at the meeting.

2.       SHARES

         2.1      CERTIFICATES. Every Shareholder of this Corporation shall be
entitled to a certificate of his or her shares signed by the Chairperson of the
Board, Vice-Chairperson of the Board, President or a Vice-President and which
may also be signed by another officer of the Corporation. Each such certificate
shall state on its face that the Corporation is formed under the laws of this
state, the name of the person to whom issued, the number and class of Shares,
and the designation of the series, if any, which the certificate represents.

3.       BOARD OF DIRECTORS

         3.1      NUMBER AND TERM OF OFFICE. The business, property and affairs
of the Corporation shall be managed by a Board of Directors composed of one (1)
or more members who need not be Shareholders. The number of Directors for the
Board of Directors shall be determined by a majority vote of the Shareholders.
The first Board of Directors shall hold office until the first annual meeting of
Shareholders. At the first annual meeting of Shareholders and at each annual
meeting thereafter, the Shareholders shall elect Directors to hold office until
the succeeding annual meeting. A Director shall hold office for the term for
which he or she is elected and until his or her successor is elected and
qualified, or until his or her resignation or removal. A Director may resign by
written notice to the Corporation. The resignation is effective upon its receipt
by the Corporation or a later time as set forth in the notice of resignation.

         3.2      VACANCIES. A vacancy occurring in the Board may be filled by
the Shareholders or the Board. A vacancy filled by the Board may be filled for a
term of office continuing only until the next election of Directors by the
Shareholders.

         3.3      ANNUAL MEETINGS. At the place of holding the annual meeting of
Shareholders and immediately following the same, the Board of Directors as
constituted upon final adjournment of such Shareholder meeting shall convene
without notice for the purpose of electing officers and transacting any other
business properly brought before it; provided, that the annual meeting in any
year may be held at a different time and place than that herein provided by
consent of a majority of the Directors of such new Board.

         3.4      REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such time and place as the Board of

                                       3



Directors shall from time to time determine by resolution of the Board of
Directors or by waiver of notice and consent. No notice of regular meetings of
the board shall be required.

         3.5      SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairperson of the Board or a majority of the Directors in
office at the time of the call, whenever in his/her or their judgment it may be
necessary, by giving reasonable notice, either personally or by mail or
telegram, of the time and place of such meeting. Any action taken at any such
meeting shall not be invalidated for want of notice if such notice shall be
waived as herein provided.

         3.6      WAIVER OF NOTICE. Notice of the time and place of any meeting
of the Board of Directors may be waived in writing or by telegram, radiogram, or
cablegram, either before or after such meeting has been held. A Director's
attendance at or participation in a meeting waives any required notice to him or
her of the meeting unless he or she at the beginning of the meeting, or upon his
or her arrival, objects to the meeting or the transacting of business at the
meeting and does not thereafter vote for or assent to any action taken at the
meeting.

         3.7      PURPOSE. Neither the business to be transacted nor the purpose
of a regular or special meeting need be specified in the notice or waiver of
notice of the meeting.

         3.8      ELECTRONIC PARTICIPATION. A Director may participate in a
meeting of the Board or of any committee designated by the Board by means of a
conference telephone or similar communications equipment through which all
persons participating in the meeting can communicate with the other
participants. Participation in a meeting pursuant to this subsection constitutes
presence in person at the meeting.

         3.9      QUORUM. A majority of the Directors then in office, or of the
members of a committee thereof, constitutes a quorum for the transaction of
business. If there shall be less than a quorum present at any meeting of the
Board of Directors, a majority of the Directors present may adjourn the meeting
from time to time without notice other than announcement at the meeting until a
quorum shall be present, at which time any business may be transacted which
might have been transacted at the meeting as first convened had there been a
quorum present. The vote of the majority of the Directors present at any meeting
of the Board or committee thereof at which a quorum is present constitutes the
action of the Board or of the committee except that amendment of these By-Laws
requires the vote of not less than a majority of the members of the Board then
in office.

         3.10     ACTION BY UNANIMOUS WRITTEN CONSENT. Action required or
permitted to be taken pursuant to authorization voted at a

                                       4



meeting of the Board or a committee thereof, may be taken without a meeting if,
before or after the action, all members of the Board then in office or of the
committee consent to the action in writing. The written consents shall be filed
with the minutes of the proceedings of the Board or the committee. The consent
has the same effect as a vote of the Board or committee for all purposes.

         3.11     ELECTION OF OFFICERS. The Board of Directors of the
Corporation shall elect or appoint a president, a secretary and a treasurer and
may elect or appoint a chairman of the board. None of said officers, except the
chairman of the board, need be a director. The Board of Directors shall have the
power to appoint such other officers and agents as the board may deem necessary
for the transaction of the business of the Corporation, including the power to
appoint one or more vice-presidents and one or more attorneys-in-fact.

4.       OFFICERS

         4.1      OFFICERS. The officers of the Corporation shall consist of a
president, secretary, treasurer and, if approved by the Board, a chairperson of
the Board, one or more vice-presidents and such other officers as may be
determined by the Board.

         4.2      CHAIRPERSON OF THE BOARD. The Chairperson of the Board shall
be selected by and from the membership of the Board of Directors. He/she shall
preside at all meetings of the Shareholders and of the Board of Directors.

         4.3      PRESIDENT. The President shall be the chief executive officer
of the Corporation. He/she shall, subject to the control of the Board of
Directors, have general and active management of the business of the
Corporation, with such general powers and duties of supervision and management
as are usually vested in the office of president of a corporation. He/she shall
see that all orders and resolutions of the Board of Directors are carried into
effect, and shall have such other powers and duties as may be assigned to
him/her by the Board of Directors.

         4.4      VICE-PRESIDENTS. The Board of Directors may select one or more
vice-president who, subject to the control of the president, shall have such
powers and duties as may be assigned to each of them by the Board of Directors.

         4.5      SECRETARY. The Secretary shall be selected by the Board of
Directors. Subject to the control of the Chairperson of the Board, he/she shall
attend all meetings of Shareholders and of the Board of Directors, and shall
preserve in books of the Corporation, true minutes of the proceedings of all
such meetings. He/she shall have such additional powers and duties as may be
assigned to him/her by the Board of Directors.

                                       5



         4.6      TREASURER. The Treasurer shall be selected by the Board of
Directors. Subject to the control of the President, he/she shall have custody of
all corporate funds and securities, and shall keep in books belonging to the
Corporation full and accurate accounts of all receipts and disbursements. He/she
shall deposit all monies, securities and other valuable effects in the name of
the Corporation in such depositories as may be designated for the purpose by the
Board of Directors. He/she shall disburse the funds of the Corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the Chairperson of the Board and the Directors at regular meetings of
the Board and whenever requested by them and to the President, an account of all
his transactions as Treasurer. He/she shall in general perform all duties
incident to the office of treasurer, and shall have such additional powers and
duties as may be assigned to him/her by the Board of Directors.

         4.7      TERM; REMOVAL OF OFFICERS AND AGENTS; RESIGNATION. An officer
elected or appointed as herein provided shall hold office for the term for which
he or she is elected or appointed and until his/her successor is elected or
appointed and qualified, or until his/her resignation or removal. Any officer or
agent may be removed by the Board of Directors at any time, with or without
cause. The removal of an officer shall be without prejudice to his contract
rights, if any. The election or appointment of an officer does not of itself
create contract rights. An officer may resign by written notice to the
Corporation. The resignation is effective upon its receipt by the Corporation or
at a subsequent time specified in the notice of resignation.

5.       EXECUTION OF INSTRUMENTS

         5.1      MONEY INSTRUMENTS. All checks, drafts and orders for payment
of money shall be signed in the name of the Corporation by such officer(s) or
agent(s) and in such manner including the use of facsimile signatures as the
Board of Directors shall from time to time designate for that purpose.

         5.2      OTHER INSTRUMENTS. The Board of Directors shall have power to
designate the officers and agents (or a single officer or agent) who shall have
authority to execute any contract, conveyance or other instrument or document on
behalf of the Corporation. When the execution of any contract, conveyance or
other instrument or document has been authorized without specification of the
executing officers, the Chairperson of the Board or President may execute the
same in the name and on behalf of the Corporation, or any Vice-President, and
the Secretary or Assistant Secretary may execute the same in the name and on
behalf of the Corporation.

                                       6



6.       INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES

         6.1      THIRD-PARTY PROCEEDING. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he/she is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him/her in connection with
such action, suit or proceeding if he/she acted in good faith and in a manner
he/she reasonably believed to be in or not opposed to the best interests of the
Corporation or its Shareholders, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his/her conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he/she reasonably believed to be in or not opposed to the best
interests of the Corporation or its Shareholders, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his/her
conduct was unlawful.

         6.2      DERIVATIVE SHAREHOLDER LIABILITY. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he/she
is or was a director, officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, whether for profit or
not, against expenses (including attorneys' fees) and amounts paid in settlement
actually and reasonably incurred by the person in connection with the action or
suit if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the Corporation or its
Shareholders; except that no indemnification shall be made for any claim, issue
or matter in which the person has been found liable to the Corporation except to
the extent ordered by a court of competent jurisdiction.

                                       7



7.       AMENDMENT OF BY-LAWS

         These by-laws may be altered, amended, added to, rescinded or repealed
by the affirmative vote of a majority of the Shares entitled to vote or, except
insofar as exercise of such power shall be contrary to the Articles of
Incorporation, by the Board of Directors.

                                        8

EX-3.59

                                                                    EXHIBIT 3.59

- -------------------------------------------------------------------------------
       MICHIGAN DEPARTMENT OF COMMERCE-CORPORATION AND SECURITIES BUREAU
- -------------------------------------------------------------------------------
Date Received     Adjusted per telephone             (FOR BUREAU USE ONLY)
JAN 20 1994       authorization from
                  David Tennent.

- -----------------------------------------

                                                          FILED
- -----------------------------------------
Name                                                     JAN 27 1994
  David L. Tennent
- -----------------------------------------                Administrator
Address                                          MICHIGAN DEPARTMENT OF COMMERCE
  801 W. Big Beaver Rd, Ste. 500                 Corporation & Securities Bureau
- -----------------------------------------
City                 State       ZIP Code
Troy                  MI          48084              EFFECTIVE DATE:
- -----------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE.

                       RESTATED ARTICLES OF INCORPORATION
                    FOR USE BY DOMESTIC PROFIT CORPORATIONS
            (Please read information and instructions on last page)

         Pursuant to the provisions of Act 284, Public Acts of 1972, the
undersigned corporation executes the following Articles:

1. The present name of the corporation is: CMI-SOUTHFIELD, INC.

2. The corporation identification number assigned by the Bureau is: 028-988

3. All former names of the corporation are: SOUTHFIELD MACHINE PRODUCTS, INC.

4. The date of filing the original Articles of Incorporation was: 3/1/79

         The following Restated Articles of Incorporation supersede the
         Articles of Incorporation as amended and shall be the Articles of
         Incorporation for the corporation:

ARTICLE I

The name of the corporation is: CMI-SOUTHFIELD, INC.

ARTICLE II

The purpose or purposes for which the corporation is formed are: To engage
         in any activity within the purposes for which corporations may be
         formed under the Business Corporation Act of Michigan.

GOLD SEAL APPEARS ONLY ON ORIGINAL



ARTICLE III

The total authorized shares:

         Common shares 50,000             Preferred shares _____________________

         A statement of all or any of the relative rights, preferences and
         limitations of the shares of each class is as follows:

ARTICLE IV

1. The address of the current registered office is:

   30333 Southfield Road     Southfield, Michigan   48076
   ------------------------------------           ---------
   (STREET ADDRESS)            (CITY)             (ZIP CODE)

2. The mailing address of the current registered office if different than above:

                                               Michigan
  -------------------------------------------,          ------------------------
 (P.O. BOX)                   (CITY)                            (ZIP CODE)

3. The name of the current resident agent is:  Ray H. Witt

ARTICLE V (OPTIONAL. DELETE IF NOT APPLICABLE.)

When a compromise or arrangement or a plan of reorganization of this corporation
is proposed between this corporation and its creditors or any class of them or
between this corporation and its shareholders or any class of them, a court of
equity jurisdiction within the state, on application of this corporation or of a
creditor or shareholder thereof, or on application of a receiver appointed for
the corporation, may order a meeting of the creditors or class of creditors or
of the shareholders or class of shareholders to be affected by the proposed
compromise or arrangement or reorganization, to be summoned in such manner as
the court directs. If a majority in number representing 3/4 in value of the
creditors or class of creditors, or of the shareholders or class of shareholders
to be affected by the proposed compromise or arrangement or a reorganization,
agree to a compromise or arrangement or a reorganization of this corporation as
a consequence of the compromise or arrangement, the compromise or arrangement
and the reorganization, if sanctioned by the court to which the application has
been made, shall be binding on all the creditors or class of creditors, or on
all the shareholders or class of shareholders and also on this corporation.

ARTICLE VI (OPTIONAL. DELETE IF NOT APPLICABLE.)

Any action required or permitted by the Act to be taken at an annual or special
meeting of shareholders may be taken without a meeting, without prior notice and
without a vote, if consents in writing, setting forth the action so taken, are
signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote on the action were present and
voted. The written consents shall bear the date of signature of each shareholder
who signs the consent. No written consents shall be effective to take the
corporate action referred to unless, within 60 days after the record date for
determining shareholders entitled to express consent to or to dissent from a
proposal without a meeting, written consents signed by a sufficient number of
shareholders to take the action are delivered to the corporation. Delivery shall
be to the corporation's registered office, its principal place of business, or
an officer or agent of the corporation having custody of the minutes of the
proceedings of its shareholders. Delivery made to a corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested.

Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to shareholders who have not
consented in writing.

GOLD SEAL APPEARS ONLY ON ORIGINAL



ARTICLE VII (ADDITIONAL PROVISIONS, IF ANY, MAY BE INSERTED HERE; ATTACH
ADDITIONAL PAGES IF NEEDED.)
- ------------------------------------------------------------------------------
SEE ADDENDUM ATTACHED HERETO AND MADE A PART HEREOF
- ------------------------------------------------------------------------------
5. COMPLETE SECTION (a) IF THE RESTATED ARTICLES WERE ADOPTED BY THE UNANIMOUS
   CONSENT OF THE INCORPORATORS BEFORE THE FIRST MEETING OF THE BOARD OF
   DIRECTORS; OTHERWISE, COMPLETE SECTION (b)

   a. [ ] These Restated Articles of Incorporation were duly adopted on the ____
          day of ______________ ,19______ , in accordance with the provisions of
          Section 642 of the Act by the unanimous consent of the incorporators
          before the first meeting of the Board of Directors.

          Signed this ____________day of _______________________________, 19____
          ____________________________________ _________________________________
          ______________________________________________________________________
         (SIGNATURES OF INCORPORATORS; TYPE OR PRINT NAME UNDER EACH SIGNATURE)

   b. [X] These Restated Articles of Incorporation were duly adopted on the 14th
          day of January, 1994, in accordance with the provisions of Section 642
          of the Act and: (check one of the following)

      [ ] were duly adopted by the Board of Directors without a vote of the
          shareholders. These Restated Articles of Incorporation only restate
          and integrate and do not further amend the provisions of the Articles
          of Incorporation as heretofore amended and there is no material
          discrepency between those provisions and the provisions of these
          Restated Articles.

      [ ] were duly adopted by the shareholders. The necessary number of shares
          as required by statute were voted in favor of these Restated Articles.

      [ ] were duly adopted by the written consent of the shareholders having
          not less than the minimum number of votes required by statute
          in accordance with Section 407(1) of the Act. Written notice to
          shareholders who have not consented in writing has been given. (Note:
          Written consent by less than all of the shareholders is permitted
          only if such provision appears in the Articles of Incorporation.)

      [X] were duly adopted by the written consent of all the shareholders
          entitled to vote in accordance with Section 407(2) of the Act.

                            Signed this 14 day of January, 1994

                            By /s/ Richard A. Nawrocki
                               -------------------------------------
                                     (SIGNATURE)

                            Richard A. Nawrocki        Vice President
                            ---------------------------------------------------
                            (TYPE OR PRINT NAME)          (TYPE OR PRINT TITLE)

GOLD SEAL APPEARS ONLY ON ORIGINAL


               ATTACHMENT TO RESTATED ARTICLES OF INCORPORATION OF
                              CMI-SOUTHFIELD, INC.

ARTICLE VII

(1) A director of the corporation shall not be personally liable to
the corporation or its shareholders for monetary damages for a breach of
fiduciary duty as a director, except for liability: (a) for any breach of the
director's duty of loyalty to the corporation or its shareholders; (b) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (c) for a violation of Section 551(1) of the Michigan
Business Corporation Act; (d) for any transaction from which the director
derived an improper personal benefit; or (e) for any act or omission occurring
prior to the date of the approval of this Article. In the event the Michigan
Business Corporation Act is amended after the approval of this Article to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the corporation
shall be eliminated or limited to the fullest extent permitted by the Michigan
Business Corporation Act, as so amended. Any repeal, modification or adoption
of any provision in these Articles of Incorporation inconsistent with this
Article shall not adversely affect any right or protection of a director of the
corporation existing at the time of such repeal, modification or adoption.

(2) Directors and officers of the corporation shall be indemnified as of right
to the fullest extent now or hereafter permitted by law in connection with any
actual or threatened civil, criminal, administrative or investigative action,
suit or proceeding (whether formal or informal and whether brought by or in the
name of the corporation, a subsidiary or otherwise) arising out of: (a) any
actual or alleged act or omission at any time as a director or officer of the
corporation, a subsidiary, or any organization for which the person is serving
at the request of the corporation; (b) their past, present or future status as a
director of officer of the corporation, a subsidiary or any organization for
which the person is serving at the request of the corporation. Persons who are
not directors or officers of the corporation may be similarly indemnified in
respect of such service to the extent authorized at any time by the board of
directors of the corporation. The provisions of this Article shall be applicable
to directors and officers who have ceased to render such service and shall inure
to the benefit of their heirs, executors and administrators. The right of
indemnity provided herein shall not be exclusive, and the corporation may
provide indemnification to any person, by agreement or otherwise, on such terms
and conditions as the board of directors of the corporation may approve. Any
agreement for indemnification of any director, officer, employee or other person
may provide indemnification rights which are broader or otherwise different than
those set forth in the Michigan Business Corporation Act.

GOLD SEAL APPEARS ONLY ON ORIGINAL



                         CORPORATION INFORMATION UPDATE
                            (formerly Annual Report)
                                      1998            988B#0202 0601 PNAR $15.00

[ ] TO CERTIFY THERE ARE NO CHANGES FROM YOUR PREVIOUS        FILING FEE: $15.00
    FILLING CHECK THIS BOX AND SKIP TO ITEM 6.

- --------------------------------------------------------------------------------
                              FOR BUREAU USE ONLY
- --------------------------------------------------------------------------------
      028988           THE OFFICE IS LOCATED AT:        RETURN TO:
                              6546 MERCANTILE WAY          MICHIGAN DEPARTMENT
IDENTIFICATION NUMBER         LANSING MI 48910             OF CONSUMER AND
                              (517) 334-6300               INDUSTRY SERVICES
                                                           CORPORATION,
                                                           SECURITIES AND LAND
                                                           DEVELOPMENT BUREAU
                                                           P.O. BOX 30057
                                                           LANSING MI 48909-7557
- --------------------------------------------------------------------------------
Corporate Name and Mailing Address

        CMI-SOUTHFIELD, INC.
        30333 SOUTHFIELD RD.
        SOUTHFIELD MI 48076

                                    FILED BY DEPARTMENT JUN 30 1998
- --------------------------------------------------------------------------------
Registered Office Address in Michigan - NO., STREET, CITY, ZIP Resident Agent
        30333 SOUTHFIELD RD.                                     RAY H. WITT
        SOUTHFIELD                            48076

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
IF THERE ARE CHANGES FROM YOUR PREVIOUS FILING, YOU MUST COMPLETE ITEMS 1
THROUGH 6.
- --------------------------------------------------------------------------------
1. Mailling address of registered office if     2. Resident Agent if different
   different that preprinted information above     than above
                                                   Richard A. Nawrocki
- --------------------------------------------------------------------------------
3. Address of registered office if different than preprinted information
   above-NO., STREET, CITY, ZIP
- --------------------------------------------------------------------------------
4. Describe the general nature and kind of business in which the corporation is
   engaged:
- --------------------------------------------------------------------------------



5.                       NAME                                      BUSINESS OR RESIDENCE ADDRESS
- -----------------------------------------------------------------------------------------------------
                                                      
           President
                  Richard A. Nawrocki                       30333 Southfield Rd. Southfield, MI 48076
           ------------------------------------------------------------------------------------------
           Vice President
   If             Robert Fiolek                             30333 Southfield Rd. Southfield, MI 48076
different  ------------------------------------------------------------------------------------------
  than     Secretary
President         Larry D. Schwentor                        30333 Southfield Rd. Southfield, MI 48076
           ------------------------------------------------------------------------------------------
           Treasurer
             & Vice President       Renee Weinman           30333 Southfield Rd. Southfield MI 48076
           ------------------------------------------------------------------------------------------
           Director
   If             Ray H. Witt                               30333 Southfield Rd. Southfield MI 48076
different  ------------------------------------------------------------------------------------------
  than     Director
Officers          Robert Herr                               30333 Southfield Rd. Southfield, MI 48076
           ------------------------------------------------------------------------------------------
           Director
                  Gary F. Ruff                              30333 Southfield Rd. Southfield, MI 48076
- -----------------------------------------------------------------------------------------------------


The corporation states that the address of its registered office and the address
of the business office of its resident agent are identical. Any changes were
authorized by resolution duly adopted by its board of directors.
- --------------------------------------------------------------------------------
If space is insufficient, you may include additional pages. PLEASE DO NOT STAPLE
ADDITIONAL PAGES TO THIS REPORT.
ENCLOSE $15.00 MADE PAYABLE TO THE STATE OF MICHIGAN. THIS REPORT MUST BE FILED
ON OR BEFORE MAY 15
- --------------------------------------------------------------------------------
6. Signature of an authorized officer          Title                   Date
   or agent of the corporation
    /s/ [ILLEGIBLE]                          Secretary                5/11/98
- --------------------------------------------------------------------------------
Required by Section 911, Act 284, Public Acts of 1972, as amended. Failure to
file this report may result in the dissolution of the corporation.

                                                                     MAY 14 1998
GOLD SEAL APPEARS ONLY ON ORIGINAL


- --------------------------------------------------------------------------------
             MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
               CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------

Date Received                                (FOR BUREAU USE ONLY)
JUN 21 1999
- ------------------------------------                       FILED
Name
         Ph. 517-663-2525 Ref #94118                    JUN 21 1999
         Attn: Cheryl J. Bixby
Address  MICHIGAN RUNNER SERVICE                      Administrator
         P.O. BOX 266                        CORP. SECURITIES & LAND DEV. BUREAU
City     Eaton Rapids, MI 48827
- ------------------------------------         EFFECTIVE DATE:

- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE. -

           CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
                    FOR USE BY DOMESTIC PROFIT CORPORATIONS
          (Please read information and instructions on the last page)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:

1. The present name of the corporation is: CMI-SOUTHFIELD, INC.

2. The identification number assigned by the Bureau is: 028-988

3. The location of its registered office is:

30333 Southfield Road               Southfield, Michigan 48076
- -----------------------------------------------         ---------
  (Street Address)                    (City)            ZIP Code)

4. Article I of the Articles of Incorporation is hereby amended to read as
   follows:

   The name of the corporation is HAYES LEMMERZ INTERNATIONAL - SOUTHFIELD, INC.

Article IV of the Articles of Incorporation is hereby amended to read as
follows:

1. The address of the registered office is 15300 Centennial Drive, Northville,
   Michigan 48167.

3. The name of the resident agent at the registered office is Patrick B. Carey.

GOLD SEAL APPEARS ONLY ON ORIGINAL

 5. (FOR AMENDMENTS ADOPTED BY UNANIMOUS CONSENT OF INCORPORATORS BEFORE THE
    FIRST MEETING OF THE BOARD OF DIRECTORS OR TRUSTEES.)

   The foregoing amendment to the Articles of Incorporation was duly adopted on
   the _____________ day of __________________, 19_______, in accordance with
   the provisions of the Act by the unanimous consent of the incorporator(s)
   before the first meeting of the Board of Directors or Trustees.

                Signed this _________________ day of ___________, 19_____.

__________________________________       _______________________________________
           (Signature)                                 (Signature)

__________________________________       _______________________________________
      (Type or Print Name)                        (Type or Print Name)

__________________________________       _______________________________________
           (Signature)                                 (Signature)

__________________________________       _______________________________________
      (Type or Print Name)                        (Type or Print Name)

6. (FOR PROFIT CORPORATIONS, AND FOR NONPROFIT CORPORATIONS WHOSE ARTICLES STATE
   THE CORPORATION IS ORGANIZED ON A STOCK OR ON A MEMBERSHIP BASIS.)

   The foregoing amendment to the Articles of Incorporation was duly adopted on
   the 30th day of April, 1999 by the shareholders if a profit corporation, or
   by the shareholders or members if a nonprofit corporation (check one of the
   following)

   [ ] at a meeting. The necessary votes were cast in favor of the amendment.

   [ ] by written consent of the shareholders or members having not less than
       the minimum number of votes required by statute in accordance with
       Section 407(1) and (2) of the Act if a nonprofit corporation, or Section
       407(1) of the Act if a profit corporation. Written notice to shareholders
       or members who have not consented in writing has been given. (Note:
       Written consent by less than all of the shareholders or members is
       permitted only if such provision appears in the Articles of
       Incorporation.)

   [X] by written consent of all the shareholders or members entitled to vote in
       accordance with section 407(3) of the Act if a nonprofit corporation, or
       Section 407(2) of the Act if a profit corporation.

                      Signed this 17th day of June, 1999

                      By /s/ William D. Shovers
                         -----------------------------------------------------
                         (Signature of President, Vice-President, Chairperson,
                                          Vice-Chairperson)

                       William D. Shovers                     Vice-President
                      ----------------------------------------------------------
                      (Type or Print Name)                 (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL



7. (FOR A NONPROFIT CORPORATION WHOSE ARTICLES STATE THE CORPORATION IS
   ORGANIZED ON A DIRECTORSHIP BASIS.)

   The foregoing amendment to the Articles of Incorporation was duly adopted on
   the __________day of _________________,19____ by the directors of a nonprofit
   corporation whose articles of incorporation state it is organized on a
   directorship basis (check one of the following)

   [ ] at a meeting. The necessary votes were cast in favor of the amendment.

   [ ] by written consent of all directors pursuant to Section 525 of the Act.

                          Signed this ________day of__________________, 19______

                          By____________________________________________________
                           (Signature of President, Vice-President, Chairperson,
                                              Vice-Chairperson)

                          __________________________   _________________________
                             (Type or Print Name)        (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL




- --------------------------------------------------------------------------------
             MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
               CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date received                                          (FOR BUREAU USE ONLY)
JUN 28 1999
- -------------

                                                             FILED

- ----------------------------------                        JUN 28 1999
  517-663-2525 Ref # 94366
  Attn: Cheryl J. Bixby                                  Administrator
  MICHIGAN RUNNER SERVICE                   CORP. SECURITIES & LAND DEV. BUREAU
  P.O. Box 266
  Eaton Rapids, MI 48827

- ----------------------------------           EXPIRATION DATE: DECEMBER 31, 2004

- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

                          CERTIFICATE OF ASSUMED NAME
 FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES
           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or limited
liability company in item one executes the following Certificate:

1. The true name of the corporation, limited partnership, or limited liability
   company is:
   HAYES LEMMERZ INTERNATIONAL-SOUTHFIELD, INC.

2. The identification number assigned by the Bureau is:  028-988

3. The location of the corporation or limited liability company registered
   office in Michigan or the office at which the limited partnership records are
   maintained is:

   15300 Centennial Drive      Northville       Michigan             48167
   ---------------------------------------------------------------------------
      (Street Address)            (City)          (State)           (ZIP Code)

4. The assumed name under which business is to be transacted is:

   CMI - SOUTHFIELD, INC.

      COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE
                                     ENTITY.

                          Signed this 17th day of June 1999

                          By /s/ William D. Shovers
                             ------------------------
                                 (Signature)

                          William D. Shovers             Vice President
                         --------------------------------------------------
                         (Type or Print Name)         (Type or Print Title)

                          ______________________________________________________
                                  (Limited Partnerships Only - indicate
                                       Name of General Partner if a
                                       corporation or other entity)

GOLD SEAL APPEARS ONLY ON ORIGINAL





- --------------------------------------------------------------------------------
              MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
                          BUREAU OF COMMERCIAL SERVICES
- --------------------------------------------------------------------------------

Date Received                    (FOR BUREAU USE ONLY)
- ------------------                                                  FILED

                                                                 APR 22 2002

                      This document is effective on the
                      date filed, unless a subsequent
                      effective date within 90 days
                      after received date is stated in
                      the document.

                                                          CIS Administrator
- -----------------------------------------------    BUREAU OF COMMERCIAL SERVICES
Name
   Kelly Brushaber
- -----------------------------------------------
Address
   15300 Centennial Drive
- -----------------------------------------------
City               State           Zip Code
   Northville        MI              48167                   EFFECTIVE DATE:
- -----------------------------------------------

- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE. -
         IF LEFT BLANK DOCUMENT WILL BE MAILED TO THE REGISTERED OFFICE.

   CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT
  FOR USE BY DOMESTIC AND FOREIGN CORPORATIONS AND LIMITED LIABILITY COMPANIES
           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act 23,
Public Acts of 1993 (limited liability companies), the undersigned corporation
or limited liability company executes the following Certificate:

1. The name of the corporation or limited liability company is:

           Hayes Lemmerz International - Southfield, Inc.

2. The identification number assigned by the Bureau is:    028-988

3. a. The name of the resident agent of file with the Bureau is:
      Patrick B. Carey

   b. The location of the registered office on file with the Bureau is:

      15300 Centennial Drive, Northville, Michigan 48167
      -----------------------------------          ------------
         (Street Address)       (City)               (ZIP Code)

   c. The mailing address of the above registered office on file with the Bureau
      is:
                Same as above                 , Michigan __________________
      ----------------------------------------
       (Street Address or P.O. Box) (City)                     (ZIP Code)

    ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD

4. a. The name of the resident agent is: Patrick C. Cauley

   b. The address of the registered office is:

      15300 Centennial Drive, Northville, Michigan     48167
      ----------------------------------             ---------
         (Street Address)     (City)                 (ZIP Code)

   c. The mailing address of the registered office IF DIFFERENT THAN 4B is:

      ______________________________________, Michigan____________________
         (Street Address or P. O. Box) (City)                  (ZIP Code)

5. The above changes were authorized by resolution duly adopted by: 1. ALL
   CORPORATIONS: its Board of Directors; 2. PROFIT CORPORATIONS ONLY: the
   resident agent if only the address of the registered office is changed, in
   which case a copy of this statement has been mailed to the corporation; 3.
   LIMITED LIABILITY COMPANIES: an operating agreement, affirmative vote of a
   majority of the members pursuant to section 502(1), managers pursuant to
   section 405, or the resident agent if only the address of the registered
   office is changed.

6. The corporation or limited liability company further states that the address
   of its registered office and the address of its resident agent, as changed,
   are identical.

Signature           Type or Print Name and Title               Date Signed
                    Larry Karenko, Vice President              April 9, 2002



GOLD SEAL APPEARS ONLY ON ORIGINAL

EX-3.60

                                                                    EXHIBIT 3.60

                                     BY-LAWS

                                       OF

                              CMI-SOUTHFIELD, INC.

                             A MICHIGAN CORPORATION

                    (INCLUDING ALL AMENDMENTS AS OF 1/14/94)

1.       SHAREHOLDERS' MEETING

         1.1      ANNUAL MEETING. The annual meeting of the Shareholders shall
be held in each year after the expiration of the fiscal year of the Corporation
at such time and place as shall be determined by the Board of Directors, for the
purpose of electing Directors and of transacting such other business as may
properly be brought before the meeting.

         1.2      SPECIAL MEETINGS. A Special Meeting of the Shareholders may be
called to be held at such time and place as may be designated by the Chairperson
of the Board, a majority of the Board of Directors, or not less than an
aggregate of ten percent (10%) of the outstanding shares of stock of the
Corporation having the right to vote at such Special Meeting.

         1.3      NOTICE OF MEETINGS. Written notice of the time, place and
purposes of every meeting of the Shareholders of this Corporation shall be
given, either personally or by mail, not less than ten (10) nor more than sixty
(60) days before said meeting to each Shareholder of record of the Corporation
entitled to vote at such meeting. Notices shall state the authority pursuant to
which they are issued as, "by order of" the "Chairperson of the Board", "Board
of Directors", or "Shareholders".

         1.4      WAIVER OF NOTICE. Notice of the time, place and purpose of any
meeting of the Shareholders of this Corporation may be waived by telegram,
radiogram, cablegram, or other writing either before or after such meeting has
been held.

                  A Shareholder's attendance at a meeting of Shareholders, in
person or by proxy, will result in (a) a waiver of objection to lack of notice
or defective notice of the meeting unless the Shareholder at the beginning of
the meeting objects to holding the meeting or transacting business at the
meeting and (b) waiver of objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes described in the meeting
notice, unless the Shareholder objects to considering the matter when it is
presented.



         1.5      QUORUM. At every meeting of the Shareholders, the holders of
record of a majority of the outstanding shares of stock of the Corporation
entitled to vote at such meeting, whether present in person or represented by
proxy, shall constitute a quorum.

         1.6      RECORD DATE. The Board of Directors may fix in advance a date
not exceeding sixty (60) days nor less than ten (10) days preceding the original
date fixed for any meeting of Shareholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, as a record
date for the determination of the Shareholders entitled to notice of, and to
vote at, any such meeting, or entitled to receive payment of any such dividend,
or to any such allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock. In such case, such
Shareholders and only such Shareholders as shall be Shareholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation or otherwise after any
such record date is fixed as aforesaid. Nothing in this Section shall affect the
rights of a Shareholder and his/her transferee or transferor as between
themselves.

         1.7      VOTING RIGHTS. At all times, each holder of record of the
common stock of the Corporation shall be entitled to one vote for each share of
common stock standing in his/her name on the books of the Corporation, subject,
however, to the full effect of the limitations imposed by the fixed record date
for determination of Shareholders set forth elsewhere in this Article.

         1.8      VOTE BY SHAREHOLDER CORPORATION. Shares standing in the name
of another domestic or foreign corporation may be voted by an officer or agent,
or by proxy appointed by an officer or agent of such corporation.

         1.9      ACTION BY UNANIMOUS WRITTEN CONSENT. Any action required or
permitted to be taken at an Annual or Special Meeting of Shareholders may be
taken without a meeting, without prior notice and without a vote, if before or
after the action all the Shareholders entitled to vote thereon consent thereto
in writing.

         1.10     ELECTRONIC PARTICIPATION. A Shareholder may participate in a
meeting of Shareholders by a conference telephone or by other similar
communications equipment through which all persons participating in the meeting
may communicate with the other participants. All participants shall be advised
of the communications equipment and the names of the participants in the

                                       2



conference shall be divulged to all participants. Participation in a meeting
pursuant to this Section constitutes presence in person at the meeting.

2.       SHARES

         2.1      CERTIFICATES. Every Shareholder of this Corporation shall be
entitled to a certificate of his or her shares signed by the Chairperson of the
Board, Vice-Chairperson of the Board, President or a Vice-President and which
may also be signed by another officer of the Corporation. Each such certificate
shall state on its face that the Corporation is formed under the laws of this
state, the name of the person to whom issued, the number and class of Shares,
and the designation of the series, if any, which the certificate represents.

3.       BOARD OF DIRECTORS

         3.1      NUMBER AND TERM OF OFFICE. The business, property and affairs
of the Corporation shall be managed by a Board of Directors composed of one (l)
or more members who need not be Shareholders. The number of Directors for the
Board of Directors shall be determined by a majority vote of the Shareholders.
The first Board of Directors shall hold office until the first annual meeting of
Shareholders. At the first annual meeting of Shareholders and at each annual
meeting thereafter, the Shareholders shall elect Directors to hold office until
the succeeding annual meeting. A Director shall hold office for the term for
which he or she is elected and until his or her successor is elected and
qualified, or until his or her resignation or removal. A Director may resign by
written notice to the Corporation. The resignation is effective upon its receipt
by the Corporation or a later time as set forth in the notice of resignation.

         3.2      VACANCIES. A vacancy occurring in the Board may be filled by
the Shareholders or the Board. A vacancy filled by the Board may be filled for a
term of office continuing only until the next election of Directors by the
Shareholders.

         3.3      ANNUAL MEETINGS. At the place of holding the annual meeting of
Shareholders and immediately following the same, the Board of Directors as
constituted upon final adjournment of such Shareholder meeting shall convene
without notice for the purpose of electing officers and transacting any other
business properly brought before it; provided, that the annual meeting in any
year may be held at a different time and place than that herein provided by
consent of a majority of the Directors of such new Board.

         3.4      REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such time and place as the Board of

                                       3



Directors shall from time to time determine by resolution of the Board of
Directors or by waiver of notice and consent. No notice of regular meetings of
the board shall be required.

         3.5      SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairperson of the Board or a majority of the Directors in
office at the time of the call, whenever in his/her or their judgment it may be
necessary, by giving reasonable notice, either personally or by mail or
telegram, of the time and place of such meeting. Any action taken at any such
meeting shall not be invalidated for want of notice if such notice shall be
waived as herein provided.

         3.6      WAIVER OF NOTICE. Notice of the time and place of any meeting
of the Board of Directors may be waived in writing or by telegram, radiogram, or
cablegram, either before or after such meeting has been held. A Director's
attendance at or participation in a meeting waives any required notice to him or
her of the meeting unless he or she at the beginning of the meeting, or upon his
or her arrival, objects to the meeting or the transacting of business at the
meeting and does not thereafter vote for or assent to any action taken at the
meeting.

         3.7      PURPOSE. Neither the business to be transacted nor the purpose
of a regular or special meeting need be specified in the notice or waiver of
notice of the meeting.

         3.8      ELECTRONIC PARTICIPATION. A Director may participate in a
meeting of the Board or of any committee designated by the Board by means of a
conference telephone or similar communications equipment through which all
persons participating in the meeting can communicate with the other
participants. Participation in a meeting pursuant to this subsection constitutes
presence in person at the meeting.

         3.9      QUORUM. A majority of the Directors then in office, or of the
members of a committee thereof, constitutes a quorum for the transaction of
business. If there shall be less than a quorum present at any meeting of the
Board of Directors, a majority of the Directors present may adjourn the meeting
from time to time without notice other than announcement at the meeting until a
quorum shall be present, at which time any business may be transacted which
might have been transacted at the meeting as first convened had there been a
quorum present. The vote of the majority of the Directors present at any meeting
of the Board or committee thereof at which a quorum is present constitutes the
action of the Board or of the committee except that amendment of these By-Laws
requires the vote of not less than a majority of the members of the Board then
in office.

         3.10     ACTION BY UNANIMOUS WRITTEN CONSENT. Action required or
permitted to be taken pursuant to authorization voted at a

                                       4



meeting of the Board or a committee thereof, may be taken without a meeting if,
before or after the action, all members of the Board then in office or of the
committee consent to the action in writing. The written consents shall be filed
with the minutes of the proceedings of the Board or the committee. The consent
has the same effect as a vote of the Board or committee for all purposes.

         3.11     ELECTION OF OFFICERS. The Board of Directors of the
Corporation shall elect or appoint a president, a secretary and a treasurer and
may elect or appoint a chairman of the board. None of said officers, except the
chairman of the board, need be a director. The Board of Directors shall have the
power to appoint such other officers and agents as the board may deem necessary
for the transaction of the business of the Corporation, including the power to
appoint one or more vice-presidents and one or more attorneys-in-fact.

4.       OFFICERS

         4.1      OFFICERS. The officers of the Corporation shall consist of a
president, secretary, treasurer and, if approved by the Board, a chairperson of
the Board, one or more vice-presidents and such other officers as may be
determined by the Board.

         4.2      CHAIRPERSON OF THE BOARD. The Chairperson of the Board shall
be selected by and from the membership of the Board of Directors. He/she shall
preside at all meetings of the Shareholders and of the Board of Directors.

         4.3      PRESIDENT. The President shall be the chief executive officer
of the Corporation. He/she shall, subject to the control of the Board of
Directors, have general and active management of the business of the
Corporation, with such general powers and duties of supervision and management
as are usually vested in the office of president of a corporation. He/she shall
see that all orders and resolutions of the Board of Directors are carried into
effect, and shall have such other powers and duties as may be assigned to
him/her by the Board of Directors.

         4.4      VICE-PRESIDENTS. The Board of Directors may select one or more
vice-president who, subject to the control of the president, shall have such
powers and duties as may be assigned to each of them by the Board of Directors.

         4.5      SECRETARY. The Secretary shall be selected by the Board of
Directors. Subject to the control of the Chairperson of the Board, he/she shall
attend all meetings of Shareholders and of the Board of Directors, and shall
preserve in books of the Corporation, true minutes of the proceedings of all
such meetings. He/she shall have such additional powers and duties as may be
assigned to him/her by the Board of Directors.

                                       5



         4.6      TREASURER. The Treasurer shall be selected by the Board of
Directors. Subject to the control of the President, he/she shall have custody of
all corporate funds and securities, and shall keep in books belonging to the
Corporation full and accurate accounts of all receipts and disbursements. He/she
shall deposit all monies, securities and other valuable effects in the name of
the Corporation in such depositories as may be designated for the purpose by the
Board of Directors. He/she shall disburse the funds of the Corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the Chairperson of the Board and the Directors at regular meetings of
the Board and whenever requested by them and to the President, an account of all
his transactions as Treasurer. He/she shall in general perform all duties
incident to the office of treasurer, and shall have such additional powers and
duties as may be assigned to him/her by the Board of Directors.

         4.7      TERM; REMOVAL OF OFFICERS AND AGENTS; RESIGNATION. An officer
elected or appointed as herein provided shall hold office for the term for which
he or she is elected or appointed and until his/her successor is elected or
appointed and qualified, or until his/her resignation or removal. Any officer or
agent may be removed by the Board of Directors at any time, with or without
cause. The removal of an officer shall be without prejudice to his contract
rights, if any. The election or appointment of an officer does not of itself
create contract rights. An officer may resign by written notice to the
Corporation. The resignation is effective upon its receipt by the Corporation or
at a subsequent time specified in the notice of resignation.

5.       EXECUTION OF INSTRUMENTS

         5.1      MONEY INSTRUMENTS. All checks, drafts and orders for payment
of money shall be signed in the name of the Corporation by such officer(s) or
agent(s) and in such manner including the use of facsimile signatures as the
Board of Directors shall from time to time designate for that purpose.

         5.2      OTHER INSTRUMENTS. The Board of Directors shall have power to
designate the officers and agents (or a single officer or agent) who shall have
authority to execute any contract, conveyance or other instrument or document on
behalf of the Corporation. When the execution of any contract, conveyance or
other instrument or document has been authorized without specification of the
executing officers, the Chairperson of the Board or President may execute the
same in the name and on behalf of the Corporation, or any Vice-President, and
the Secretary or Assistant Secretary may execute the same in the name and on
behalf of the Corporation.

                                       6



6.       INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES

         6.1      THIRD-PARTY PROCEEDING. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he/she is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him/her in connection with
such action, suit or proceeding if he/she acted in good faith and in a manner
he/she reasonably believed to be in or not opposed to the best interests of the
Corporation or its Shareholders, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his/her conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he/she reasonably believed to be in or not opposed to the best
interests of the Corporation or its Shareholders, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his/her
conduct was unlawful.

         6.2      DERIVATIVE SHAREHOLDER LIABILITY. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he/she
is or was a director, officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, whether for profit or
not, against expenses (including attorneys' fees) and amounts paid in settlement
actually and reasonably incurred by the person in connection with the action or
suit if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the Corporation or its
Shareholders; except that no indemnification shall be made for any claim, issue
or matter in which the person has been found liable to the Corporation except to
the extent ordered by a court of competent jurisdiction.

                                        7



7.       AMENDMENT OF BY-LAWS

         These by-laws may be altered, amended, added to, rescinded or repealed
by the affirmative vote of a majority of the Shares entitled to vote or, except
insofar as exercise of such power shall be contrary to the Articles of
Incorporation, by the Board of Directors.

                                       8

EX-3.61

                                                                    EXHIBIT 3.61

- --------------------------------------------------------------------------------
        MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
Date Received        Adjusted per telephone         (FOR BUREAU USE ONLY)
JAN 20 1994          authorization from
                     David Tennent,                       FILED

- -------------------------------------------            JAN 27 1994

- -------------------------------------------

Name
        David L. Tennent
- -------------------------------------------              Administrator
Address                                          MICHIGAN DEPARTMENT OF COMMERCE
        801 W. Big Beaver Rd, Ste. 500           Corporation & Securities Bureau
- -------------------------------------------
City           State       ZIP Code
        Troy   MI          48084                EFFECTIVE DATE:
- -------------------------------------------
  DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE.

                       RESTATED ARTICLES OF INCORPORATION
                    FOR USE BY DOMESTIC PROFIT CORPORATIONS
             (Please read information and instructions on last page)

         Pursuant to the provisions of Act 284, Public Acts of 1972, the
undersigned corporation executes the following Articles:

1.       The present name of the corporation is: CMI-TECH CENTER, INC.

2.       The corporation identification number assigned by the Bureau is:
         121-978

3.       All former names of the corporation are:
         CAST METAL SALES & ENGINEERING, INC.
         CMI-ENGINEERING, INC.

4.       The date of filing the original Articles of Incorporation was: 3/1/79

         The following Restated Articles of Incorporation supersede the Articles
         of Incorporation as amended and shall be the Articles of Incorporation
         for the corporation:

ARTICLE I

The name of the corporation is: CMI-TECH CENTER, INC.

ARTICLE II

The purpose or purposes for which the corporation is formed are: To engage in
   any activity within the purposes for which corporations may be formed under
   the Business Corporation Act of Michigan.

GOLD SEAL APPEARS ONLY ON ORIGINAL



ARTICLE III

The total authorized shares:

         Common shares 1,000       Preferred shares __________________________

         A statement of all or any of the relative rights, preferences and
         limitations of the shares of each class is as follows:


ARTICLE IV

1.       The address of the current registered office is:

          30333 Southfield Road  Southfield, Michigan   48076
          ---------------------------------           -----------
          (STREET ADDRESS)         (CITY)             (ZIP CODE)

2.       The mailing address of the current registered office if different than
         above:
                                                         , Michigan
         ------------------------------------------------            ----------
         (P. O. BOX)                       (CITY)                    (ZIP CODE)

3.       The name of the current resident agent is: Ray H. Witt

ARTICLE V (OPTIONAL. DELETE IF NOT APPLICABLE.)

When a compromise or arrangement or a plan of reorganization of this corporation
is proposed between this corporation and its creditors or any class of them or
between this corporation and its shareholders or any class of them, a court of
equity jurisdiction within the state, on application of the corporation or of a
creditor or shareholder thereof, or on application of a receiver appointed for
the corporation, may order a meeting of the creditors or class of creditors or
of the shareholders or class of shareholders to be affected by the proposed
compromise or arrangement or reorganization, to be summoned in such manner as
the court directs. If a majority in number representing 3/4 in value of the
creditors or class of creditors, or of the shareholders or class of shareholders
to be affected by the proposed compromise or arrangement or a reorganization,
agree to a compromise or arrangement or a reorganization of this corporation as
a consequence of the compromise or arrangement, the compromise or arrangement
and the reorganization, if sanctioned by the court to which the application has
been made, shall be binding on all the creditors or class of creditors, or on
all the shareholders or class of shareholders and also on this corporation.

ARTICLE VI (OPTIONAL. DELETE IF NOT APPLICABLE.)

Any action required or permitted by the Act to be taken at an annual or special
meeting of shareholders may be taken without a meeting, without prior notice and
without a vote, if consents in writing, setting forth the action so taken, are
signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote on the action were present and
voted. The written consents shall bear the date of signature of each shareholder
who signs the consent. No written consents shall be effective to take the
corporate action referred to unless, within 60 days after the record date for
determining shareholders entitled to express consent to or to dissent from a
proposal without a meeting, written consents signed by a sufficient number of
shareholders to take the action are delivered to the corporation. Delivery shall
be to the corporation's registered office, its principal place of business, or
an officer or agent of the corporation having custody of the minutes of the
proceedings of its shareholders. Delivery made to a corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested.

Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to shareholders who have not
consented in writing.

GOLD SEAL APPEARS ONLY ON ORIGINAL



ARTICLE VII (ADDITIONAL PROVISIONS, IF ANY, MAY BE INSERTED HERE; ATTACH
ADDITIONAL PAGES IF NEEDED.)

         SEE ADDENDUM ATTACHED HERETO AND MADE A PART HEREOF

5.       COMPLETE SECTION (a) IF THE RESTATED ARTICLES WERE ADOPTED BY THE
         UNANIMOUS CONSENT OF THE INCORPORATORS BEFORE THE FIRST MEETING OF THE
         BOARD OF DIRECTORS; OTHERWISE, COMPLETE SECTION (b)

         a.  [ ]  These Restated Articles of Incorporation were duly adopted
                  on the_____ day of__________, 19_____, in accordance with the
                  provisions of Section 642 of the act by the unamimous consent
                  of the incorporators before the first meeting of the Board of
                  Directors.

                  Signed this _______ day of ____________________________, 19___

                  ________________________________ _____________________________

                  ________________________________ _____________________________

      (SIGNATURES OF INCORPORATORS; TYPE OR PRINT NAME UNDER EACH SIGNATURE)

         b.  [X]  These Restated Articles of Incorporation were duly adopted
                  on the 14TH day of JANUARY, 1994, in accordance with the
                  provisions of Section 642 of the Act and:
                  (check one of the following)

                  [ ]      were duly adopted by the Board of Directors without a
                           vote of the shareholders. These Restated Articles of
                           Incorporation only restate and integrate and do not
                           further amend the provisions of the Articles of
                           Incorporation as heretofore amended and there is no
                           material discrepency between those provisions and the
                           provisions of these Restated Articles.

                  [ ]      were duly adopted by the shareholders. The necessary
                           number of shares as required by statute were voted in
                           favor of these Restated Articles.

                  [ ]      were duly Adopted by the written consent of the
                           shareholders having not less than the minimum number
                           of votes required by statute in accordance with
                           Section 407(1) of the Act. Written notice to
                           shareholders who have not consented in writing has
                           been given. (Note: Written consent by less than all
                           of the shareholders is permitted only if such
                           provision appears in the Articles of Incorporation.)

                  [X]      were duly adopted by the written consent of all the
                           shareholders entitled to vote in accordance with
                           Section 407(2) of the Act.

                                    Signed this 14 day of January, 1994

                                    By /s/ Richard A. Nawrocki
                                       -----------------------------------------
                                                    (SIGNATURE)

                                    Richard A. Nawrocki     Vice President
                                    -------------------------------------------
                                    (TYPE OR PRINT NAME) (TYPE OR PRINT TITLE)

GOLD SEAL APPEARS ONLY ON ORIGINAL



              ATTACHMENT TO RESTATED ARTICLES OF INCORPORATION OF
                             CMI-TECH CENTER, INC.

ARTICLE VII

(1) A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for a breach of fiduciary
duty as a director, except for liability: (a) for any breach of the director's
duty of loyalty to the corporation or its shareholders; (b) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (c) for a violation of Section 551(1) of the Michigan Business
Corporation Act; (d) for any transaction from which the director derived an
improper personal benefit;  or (e) for any act or omission  occurring prior to
the date of the approval of this Article.  In the event the Michigan Business
Corporation  Act is amended  after the  approval  of this  Article to  authorize
corporate  action  further  eliminating  or limiting the personal  liability of
directors,  then  the  liability  of a  director  of the  corporation  shall  be
eliminated or limited to the fullest extent permitted by the Michingan  Business
Corporation  Act, as so amended. Any  repeal,  modification  or adoption of any
provision  in these  Articles of  Incorporation  inconsistent  with this Article
shall  not  adversely  affect  any  right or  protection  of a  director  of the
corporation existing at the time of such repeal, modification or adoption.

(2) Directors and officers of the corporation shall be indemnified as of right
to the fullest extent now or hereafter permitted by law in connection with any
actual or threatened civil, criminal, administrative or investigative action,
suit or proceeding (whether formal or informal and whether brought by or in the
name of the corporation, a subsidiary or otherwise) arising out of: (a) any
actual or alleged act or omission at any time as a director or officer of the
corporation, a subsidiary, or any organization for which the person is serving
at the request of the corporation; (b) their past, present or future status as a
director of officer of the corporation, a subsidiary or any organization for
which the person is serving at the request of the corporation. Persons who are
not directors or officers of the corporation may be similarly indemnified in
respect of such service to the extent authorized at any time by the board of
directors of the corporation. The provisions of this Articale shall be
applicable to directors and officers who have ceased to render such service and
shall inure to the benefit of their heirs, executors and administrators. The
right of indemnity provided herein shall not be exclusive, and the corporation
may provide indemnification ot any person, by agreement or otherwise, on such
terms and conditions as the board of directors of the corporation may approve.
Any agreement for indemnification of any director, officer, employee or other
person may provide indemnification rights which are broader or otherwise
different than those set forth in the Michigan Business Corporation Act.

GOLD SEAL APPEARS ONLY ON ORIGINAL


- --------------------------------------------------------------------------------
       MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------

Date Received                                       (FOR BUREAU USE ONLY)
  OCT 03 1994
- -------------------


                                                            FILED

                                                         OCT 05 1994

                                                         ADMINISTRATOR
                                               MICHIGAN DEPARTMENT OF COMMERCE
                                               CORPORATION & SECURITIES BUREAU

                       EXPIRATION DATE: DECEMBER 31, 1999
- --------------------------------------------------------------------------------

                     CERTIFICATE OF RENEWAL OF ASSUMED NAME
                FOR USE BY CORPORATIONS AND LIMITED PARTNERSHIPS
           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act
213, Public Acts of 1982 (limited partnerships), the corporation or limited
partnership in item one executes the following Certificate:

1.  The true name and address of the corporate registered office or the
    address of the limited partnership's agent for service of process is:

           CMI-TECH CENTER, INC.
           c/o RAY H. WITT                          121978
           30333 SOUTHFIELD RD.              ---------------------
           SOUTHFIELD             MI 48076   Identification Number

2.  The assumed name under which business is transacted is:

         CMI-ENGINEERING

3.  The registration of the assumed name is extended for a period expiring
    on December 31 of the fifth full calendar year following the year in
    which this renewal is filed, unless sooner terminated.

                       Signed this 28th day of September, 1994

                       By /s/ Larry D. Schwentor
                          --------------------------------------
                                         (Signature)

          Larry D. Schwentor                           Secretary
         --------------------                   --------------------
         (Type or Print Name)                   (Type or Print Title)

- --------------------------------------------------------------------------------
              (Limited Partnerships Only - Name of General Partner)

GOLD SEAL APPEARS ONLY ON ORIGINAL




                          CORPORATION INFORMATION UPDATE
                            (formerly Annual Report)

                                      1998

         [ ]      TO CERTIFY THERE ARE NO CHANGES FROM YOUR PREVIOUS FILING
                  CHECK THIS BOX AND SKIP TO ITEM 6. FILING FEE: $15.00

- --------------------------------------------------------------------------------
                               FOR BUREAU USE ONLY
- --------------------------------------------------------------------------------
       121978          THE OFFICE IS LOCATED AT:  RETURN TO :
IDENTIFICATION NUMBER        6546 MERCANTILE WAY      MICHIGAN DEPARTMENT
                             LANSING MI 48910         OF CONSUMER AND INDUSTRY
                             (517) 334-6300           SERVICES CORPORATION,
                                                      SECURITIES AND LAND
                                                      DEVELOPMENT BUREAU
                                                      P.O. BOX 30057
                                                      LANSING MI 48909-7557
- --------------------------------------------------------------------------------
Corporate Name and Mailing Address

         CMI-TECH CENTER, INC.
         30333 SOUTHFIELD RD.
         SOUTHFIELD MI 48076                 FILED BY DEPARTMENT JUN 30 1998
- --------------------------------------------------------------------------------
Registered Office Address in Michigan - NO., STREET, CITY, ZIP    Resident Agent
     30333 SOUTHFIELD RD.                                           RAY H. WITT
     SOUTHFIELD  48076
- --------------------------------------------------------------------------------
IF THERE ARE CHANGES FROM YOUR PREVIOUS FILING, YOU MUST COMPLETE ITEMS 1
THROUGH 6.

1.  MAILING ADDRESS OF REGISTERED OFFICE IF DIFFERENT THAT PREPRINTED
    INFORMATION ABOVE.

2.  RESIDENT AGENT IF DIFFERENT THAN ABOVE.
    Richard A. Nawrocki

3.  ADDRESS OF REGISTERED OFFICE IF DIFFERENT THAN PREPRINTED INFORMATION ABOVE-
    NO., STREET, CITY, ZIP

4.  DESCRIBE THE GENERAL NATURE AND KIND OF BUSINESS IN WHICH THE CORPORATION IS
    ENGAGED:



- ----------------------------------------------------------------------------------------
5.                  NAME                            BUSINESS OR RESIDENCE ADDRESS
- ----------------------------------------------------------------------------------------
                                           
           President
                  Richard A. Nawrocki         30333 Southfield Rd.  Southfield, MI 48076
           -----------------------------------------------------------------------------
           Vice President
   If             Robert Fiolek               30333 Southfield Rd.  Southfield, MI 48076
different  -----------------------------------------------------------------------------
  than     Secretary
President         Larry D. Schwentor          30333 Southfield Rd.  Southfield, MI 48076
           -----------------------------------------------------------------------------
           Treasurer
           & Vice President Renee Weinman     30333 Southfield Rd.  Southfield, MI 48076
- ----------------------------------------------------------------------------------------
           Director
  If         Ray H. Witt                      30333 Southfield Rd.  Southfield, MI 48076
different  -----------------------------------------------------------------------------
  than     Director
Officers          Robert Herr                 30333 Southfield Rd.  Southfield, MI 48076
           -----------------------------------------------------------------------------
           Director
                  Gary F. Ruff                30333 Southfield Rd.  Southfield, MI 48076
- ----------------------------------------------------------------------------------------


The corporation states that the address of its registered office and the address
of the business office of its resident agent are identical. Any changes were
authorized by resolution duly adopted by its board of directors.

If space is insufficient, you may include additional pages. PLEASE DO NOT STAPLE
ADDITIONAL PAGES TO THIS REPORT.

ENCLOSE $15.00 MADE PAYABLE TO THE STATE OF MICHIGAN. THIS REPORT MUST BE FILED
ON OR BEFORE MAY 15

6.  SIGNATURE OF AN AUTHORIZED        Title                   Date
    OFFICER OR AGENT OF THE
    CORPORATION

         /s/ Larry D. Schwentor            Secretary            5/11/98

Required by Section 911, Act 284, Public Acts of 1972, as amended. Failure to
file this report may result in the dissolution of the corporation.

                                                                     MAY 14 1998

GOLD SEAL APPEARS ONLY ON ORIGINAL

- --------------------------------------------------------------------------------
             MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
              CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received                                    (FOR BUREAU USE ONLY)

JUN 21 1999
- -------------------
                                                          FILED
                                                       JUN 21 1999
- ------------------------------------
Name                                                   Administrator

Address 517-663-2525 Ref # 94118           CORP., SECURITIES & LAND DEV. BUREAU
        Attn: Cheryl J. Bixby
        MICHIGAN RUNNER SERVICE
City    P.O. Box 266
        Eaton Rapids, MI 48827             EFFECTIVE DATE:
- --------------------------------------------------------------------------------
DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE

            CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
                    FOR USE BY DOMESTIC PROFIT CORPORATIONS
          (Please read information and instructions on the last page)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:

1.   The present name of the corporation is: CMI - TECH CENTER, INC.

2.   The identification number assigned by the Bureau is:  121-978

3.   The location of its registered office is:

30333 Southfield Road             Southfield                  48076
- ---------------------------------------------,   Michigan ------------
   (Street Address)                 (City)                  (ZIP Code)

4.   Article I of the Articles of Incorporation is hereby amended to read as
     follows:

     The name of the corporation is HAYES LEMMERZ INTERNATIONAL - TECHNICAL
     CENTER, INC.

Article IV of the Articles of Incorporation is hereby amended to read as
follows:

1.   The address of the registered office is 15300 Centennial Drive, Northville,
     Michigan 48167.

3.   The name of the resident agent at the registered office is Patrick B.
     Carey.

GOLD SEAL APPEARS ONLY ON ORIGINAL



5.   (FOR AMENDMENTS ADOPTED BY UNANIMOUS CONSENT OF INCORPORATORS BEFORE THE
     FIRST MEETING OF THE BOARD OF DIRECTORS OR TRUSTEES.)

     The foregoing amendment to the Articles of Incorporation was duly adopted
     on the _________________day of ________________________, 19 ____, in
     accordance with the provisions of the Act by the unanimous consent of the
     incorporator(s) before the first meeting of the Board of Directors or
     Trustees.

      Signed this_________day of______________________________, 19_________.

     ___________________________________   _________________________________
                 (Signature)                          (Signature)

     ___________________________________   _________________________________
              (Type or Print Name)               (Type or Print Name)

     ___________________________________   _________________________________
                  (Signature)                          (Signature)

     ___________________________________   _________________________________
              (Type or Print Name)                (Type or Print Name)

6.   (FOR PROFIT CORPORATIONS, AND FOR NONPROFIT CORPORATIONS WHOSE ARTICLES
     STATE THE CORPORATION IS ORGANIZED ON A STOCK OR ON A MEMBERSHIP BASIS.)

     The foregoing amendment to the Articles of Incorporation was duly adopted
     on the 30th day of April, 1999 by the shareholders if a profit corporation,
     or by the shareholders or members if a nonprofit corporation (check one of
     the following)

     [ ]  at a meeting. The necessary votes were cast in favor of the amendment.

     [ ]  by written consent of the shareholders or members having not less than
          the minimum number of votes required by statute in accordance with
          Section 407(1) and (2) of the Act if a nonprofit corporation, or
          Section 407(1) of the Act if a profit corporation. Written notice to
          shareholders or members who have not consented in writing has been
          given. (Note: Written consent by less than all of the shareholders or
          members is permitted only if such provision appears in the Articles of
          Incorporation.)

     [X]  by written consent of all the shareholders or members entitled to vote
          in accordance with section 407(3) of the Act if a nonprofit
          corporation, or Section 407(2) of the Act if a profit corporation.

                       Signed this 17th day of June, 1999

      By /s/ William D. Shovers
         ----------------------------------------------------------------------
         (Signature of President, Vice-President, Chairperson, Vice-Chairperson)

             William D. Shovers                              Vice-President
         -----------------------------------------------------------------------
            (Type or Print Name)                          (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL



- --------------------------------------------------------------------------------
              MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
               CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received                                   (FOR BUREAU USE ONLY)
 JUN 28 1999
- ----------------------------                               FILED

- ------------------------------------------              JUN 28 1999
517-663-2525 Ref #94366
Attn: Cheryl J. Bixby                                   Administrator
MICHIGAN RUNNER SERVICE                     CORP., SECURITIES & LAND DEV. BUREAU
P.O. Box 266
Eaton Rapids, MI 48827                        EXPIRATION DATE: DECEMBER 31, 2004
- --------------------------------------------------------------------------------
  DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE

                          CERTIFICATE OF ASSUMED NAME
 FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES
           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or limited
liability company in item one executes the following Certificate:

1.       The true name of the corporation, limited partnership, or limited
         liability company is:

         HAYES LEMMERZ INTERNATIONAL - TECHNICAL CENTER, INC.

2.       The identification number assigned by the Bureau is: 121-978

3.       The location of the corporation or limited liability company registered
         office in Michigan or the office at which the limited partnership
         records are maintained is:

         15300 Centennial Drive      Northville        Michigan         48167
         ----------------------------------------------------------------------
            (Street Address)           (City)          (State)        (ZIP Code)

4.       The assumed name under which business is to be transacted is:

         CMI-TECH CENTER, INC.

  COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

                                 Signed this 17th day of JUNE 1999

                                 By /s/ William D. Shovers
                                    -------------------------------------------
                                                 (Signature)

                                 William D. Shovers          Vice President
                                 ----------------------------------------------
                                 (Type or Print Name)    (Type or Print Title)

                                 ----------------------------------------------
                                 (Limited Partnerships Only-Indicate Name
                                 of General Partner if a corporation
                                 or other entity)


GOLD SEAL APPEARS ONLY ON ORIGINAL




- --------------------------------------------------------------------------------
               MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
               CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received                      (FOR BUREAU USE ONLY)
APR 11 2000
                                                           FILED

                 This document is                        APR 13 2000
                 effective on the date
                 filed, unless a subsequent             Administrator
                 effective date within      CORP., SECURITIES & LAND DEV. BUREAU
                 90 days after received
                 date is stated in the      EXPIRATION DATE:
                 document.                  DECEMBER 31, 2005
- ---------------------------------------
Name __________________________________

        Ph. 517-663-2525 Ref #02802
Address Attn: Cheryl J. Bixby
        MICHIGAN RUNNER SERVICE
City    P. O. Box 266
        Eaton Rapids, MI 48827
- ---------------------------------------
  DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE.
    IF LEFT BLANK DOCUMENT WILL BE MAILED TO THE REGISTERED OFFICE.

                          CERTIFICATE OF ASSUMED NAME
 FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES
           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or limited
liability company in item one executes the following Certificate:

1.       The name of the corporation, limited partnership, or limited liability
         company is:

         HAYES LEMMERZ INTERNATIONAL - TECHNICAL CENTER INC.

2.       The identification number assigned by the Bureau is: 121978

3.       The assumed name under which business is to be transacted is:

         CMI-ENGINEERING

4.       This document is hereby signed as required by the Act.

  COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

                                    Signed this 3rd day of April, 2000

                                    By /s/ William D. Shovers
                                       --------------------------
                                             (Signature)

                                    William D. Shovers        Vice President
                                    --------------------------------------------
                                    (Type or Print Name)   (Type or Print Title)

                                    --------------------------------------------
                                    (Limited Partnerships Only-Indicate Name
                                     of General Partner if the General Partner
                                     is a corporation or other entity)


GOLD SEAL APPEARS ONLY ON ORIGINAL


- --------------------------------------------------------------------------------
              MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
                         BUREAU OF COMMERCIAL SERVICES
- --------------------------------------------------------------------------------
  Date Received                          (FOR BUREAU USE ONLY)
- ------------------
                  This document is effective                   FILED
                  on the date filed, unless
                  a subsequent effective date               APR 22 2002
                  within 90 days after received
                  date is stated in the document.        CIS Administrator
                                                         BUREAU OF COMMERCIAL
                                                         SERVICES


Name Kelly Brushaber
_______________________________________
Address  15300 Centennial Drive
_______________________________________
   City    State     Zip Code                             EFFECTIVE DATE:
Northville  MI         48167

  DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE.
  IF LEFT BLANK DOCUMENT WILL BE MAILED TO THE REGISTERED OFFICE.

   CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT
  FOR USE BY DOMESTIC AND FOREIGN CORPORATIONS AND LIMITED LIABILITY COMPANIES
            (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act 23,
Public Acts of 1993 (limited liability companies), the undersigned corporation
or limited liability company executes the following Certificate:

1.       The name of the corporation or limited liability company is:

            Hayes Lemmerz International - Technical Center, Inc.

2.       The identification number assigned by the Bureau is: 121-978

3.       a. The name of the resident agent on file with the Bureau is: Patrick
            B. Carey

         b. The location of the registered office on file with the Bureau is:

                15300 Centennial Drive, Northville, Michigan    48167
            --------------------------------------           ------------
                  (Street Address)        (City)               (ZIP Code)

         c. The mailing address of the above registered office on file with the
              Bureau is:

                     Same as above                  , Michigan
            ----------------------------------------           --------------
             (Street Address or P.O. Box) (City)                  (ZIP Code)

  ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD

4.       a. The name of the resident agent is: Patrick C. Cauley

         b. The address of the registered office is:

            15300 Centennial Drive, Northville,  Michigan   48167
            ----------------------------------            ----------
              (Street Address)         (City)             (ZIP Code)

         c. The mailing address of the registered office IF DIFFERENT THAN 4B
            is:

                                                    , Michigan
            ----------------------------------------           --------------
             (Street Address or P.O. Box) (City)                  (ZIP Code)

5.       The above changes were authorized by resolution duly adopted by: 1. ALL
         CORPORATIONS: its Board of Directors; 2. PROFIT CORPORATIONS ONLY: the
         resident agent if only the address of the registered office is
         changed, in which case a copy of this statement has been mailed to the
         corporation; 3. LIMITED LIABILITY COMPANIES: an operating agreement,
         affirmative vote of a majority of the members pursuant to section
         502(1), managers pursuant to section 405, or the resident agent if only
         the address of the registered office is changed.

6.       The corporation or limited liability company further states that the
         address of its registered office and the address of its resident agent,
         as changed, are identical.

Signature         Type or Print Name and Title                   Date Signed

/s/ Larry Karenko  Larry Karenko, Vice President                  April 9, 2002

GOLD SEAL APPEARS ONLY ON ORIGINAL

EX-3.62

                                                                    EXHIBIT 3.62

                                     BY-LAWS

                                       OF

                              CMI-TECH CENTER, INC.

                             A Michigan Corporation

                                    ARTICLE I

                              SHAREHOLDERS MEETINGS

         Section 1. Annual Meeting. The Annual Meeting of the shareholders shall
be held in each year after the expiration of the fiscal year of the Corporation
at such time and place as shall be determined by the Board of Directors, for the
purpose of electing Directors and of transacting such other business as may
properly be brought before the meeting.

         Section 2. Order of Business. The order of business at the Annual
Meeting of the shareholders shall be as follows:

         (a)      Roll call;

         (b)      Reading of notice and proof of mailing;

         (c)      Annual reports of officers consisting of discussion of:
                  balance sheet as of the end of the preceding fiscal year;
                  statement of income for such fiscal year and if prepared by
                  the Corporation, a statement of source and application of
                  funds for such fiscal year;

         (d)      Election of Directors;

         (e)      Transaction of other business as follows:

                  Unfinished business
                  New business;

         (f)      Adjournment;

provided that in the absence of any objection, the presiding officer may vary
the order of business at his discretion.

         Section 3. Special Meetings. A Special Meeting of the

                                      -1-



shareholders may be called to be held at such time and place as may be
designated by the Chairman of the Board, a majority of the Board of Directors,
or not less than an aggregate of ten percent (10%) of the outstanding shares of
stock of the Corporation having the right to vote at such Special Meeting.

         Upon receipt of a notification in writing setting forth the time, place
and purpose of such proposed Special Meeting, signed by the Chairman of the
Board, a majority of the Board of Directors or not less than an aggregate of ten
percent (10%) of the outstanding shares of stock of the Corporation having a
right to vote at such Special Meeting, the secretary of this Corporation shall
prepare, sign and mail the notice requisite to such meeting.

         Section 4. Notice of Meetings. Written notice of the time, place and
purposes of every meeting of the shareholders of this Corporation shall be given
either personally or by mail not less than ten (10) nor more than sixty (60)
days before said meeting upon each shareholder of record of the Corporation
entitled to vote at such meeting. Notices shall state the authority pursuant to
which they are issued as, "by order of" the "Chairman of the Board", "Board of
Directors", or "shareholders".

         Section 5. Waiver of Notice. Notice of the time, place and purpose of
any meeting of the shareholders of this Corporation may be waived by telegram,
radiogram, cablegram, or other writing either before or after such meeting has
been held.

         Attendance of a person at a meeting of shareholders, in person or by
proxy, constitutes a waiver of notice of the meeting, except when the
shareholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.

                                      -2-



         Section 6. Electronic Participation. A shareholder shall be deemed to
be present in person at a meeting of shareholders if such shareholder
participates in a meeting of shareholders by a conference telephone or similar
communications equipment by which all persons participating in the meeting can
hear each other and all participants are advised of the communications equipment
and the names of the participants in the conference are divulged to all
participants.

         Section 7. Quorum. At every meeting of the shareholders, the holders of
record of a majority of the outstanding shares of stock of the Corporation
entitled to vote at such meeting, whether present in person or represented by
proxy, shall constitute a quorum. If less than a quorum shall be present at any
meeting of shareholders, those holders of record of outstanding shares of stock
of the Corporation entitled to vote at such meeting, present in person or
represented by proxy, may adjourn the meeting from time to time without further
notice other than by announcement at the meeting, until a quorum shall have been
obtained, at which time any business may be transacted which might have been
transacted at the meeting as first convened, had there been a quorum.

         Section 8. Record Date. The Board of Directors may fix in advance a
date not exceeding sixty (60) days nor less than ten (10) days preceding the
original date fixed for any meeting of shareholders, or the date for the payment
of any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect, as a
record date for the determination of the shareholders entitled to notice of, and
to vote at, any such meeting, or entitled to receive payment of any such
dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock. In such
case, such shareholders and only such shareholders as shall be shareholders of
record on the date so fixed shall be entitled to such notice

                                      -3-



of, and to vote at, such meeting, or to receive payment of such dividend, or to
receive such allotment of rights, or to exercise such rights, as the case may
be, notwithstanding any transfer of any stock on the books of the Corporation or
otherwise after any such record date is fixed as aforesaid. Nothing in this
Section shall affect the rights of a shareholder and his transferee or
transferor as between themselves.

         Section 9. Inspection of List of Shareholders. The officer or agent
having charge of the stock transfer books for shares of the Corporation shall
make and certify a complete list of the shareholders entitled to vote at a
shareholders meeting or any adjournment thereof. The list shall:

         (a)      Be arranged alphabetically within each class and series, with
                  the address of and the number of shares held by each
                  shareholder.

         (b)      Be produced at the time and place of the meeting.

         (c)      Be subject to inspection by any shareholder during the whole
                  time of the meeting.

         (d)      Be prima facie evidence as to who are the share-holders
                  entitled to examine the list or to vote at the meeting.

         Section 10. Inspectors of Election. The Board, in advance of a
shareholders meeting, may appoint one or more inspectors to act at the meeting
or any adjournment thereof. If inspectors are not so appointed, the person
presiding at a shareholders meeting may, and on request of a shareholder
entitled to vote thereat shall, appoint one (1) or more inspectors. In case a
person appointed fails to appear or act, the vacancy may be filled by
appointment made by the Board in advance of the meeting or at the meeting by the
person presiding thereat.

         The inspectors shall determine the number of shares outstanding and the
voting power of each, the shares represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots or
consents, hear

                                      -4-



and determine challenges and questions arising in connection with the right to
vote, count and tabulate votes, ballots or consents, determine the result, and
do such acts as are proper to conduct the election or vote with fairness to all
shareholders. On request of the person presiding at the meeting or a shareholder
entitled to vote thereat, the inspectors shall make and execute a written report
to the person presiding at the meeting of any of the facts found by them and
matters determined by them.

         Section 11. Voting Rights. At all times, each holder of record of the
common stock of the Corporation shall be entitled to one vote for each share of
common stock standing in his name on the books of the Corporation, subject,
however, to the full effect of the limitations imposed by the fixed record date
for determination of shareholders set forth elsewhere in this Article. A vote
may be cast either orally or in writing as determined by the Chairman of the
meeting.

         When an action other than the election of Directors is to be taken by
vote of the shareholders, it shall be authorized by a majority of the votes cast
by the holders of shares entitled to vote thereon. Directors shall be elected by
a plurality of the votes cast at an election.

         Section 12. Vote by Shareholder Corporation. Shares standing in the
name of another domestic or foreign corporation may be voted by an officer or
agent, or by proxy appointed by an officer or agent or by some other person, who
by action of its board or pursuant to its by-laws shall be appointed to vote
such shares.

         Section 13. Action by Unanimous Written Consent. Any action required or
permitted to be taken at an Annual or Special Meeting of shareholders may be
taken without a meeting, without prior notice and without a vote, if all the
shareholders entitled to vote thereon consent thereto in writing.

                                      -5-



                                   ARTICLE II

                   SHAREHOLDER INSPECTION OF BOOKS OF ACCOUNT
                    AND STOCK BOOKS: REPORTS TO SHAREHOLDERS

         Section 1. Books of Account and Stock Books. The Corporation shall keep
books and records of account and minutes of the proceedings of the shareholders,
board and executive committee, if any. The Corporation shall keep at its
registered office, or at the office of its transfer agent within or without this
state, records containing the names and addresses of all share-holders, the
number, class and series of shares held by each and the dates when they
respectively became holders of record thereof. Any of such books, records or
minutes may be in written form or in any other form capable of being converted
into written form within a reasonable time. The Corporation shall convert into
written form without charge any such record not in such form upon written
request of a person entitled to inspect them.

         Section 2. Financial Statements. Within four months of the end of its
fiscal year, the Corporation shall mail to each shareholder its balance sheet as
of the end of the preceding fiscal year; its statement of income for such fiscal
year; and, if prepared by the Corporation, its statement of source and
application of funds for such fiscal year. The same shall be furnished to any
shareholder at any time upon written request from such shareholder.

         Section 3. Examination of Stock Books. A person who is a shareholder of
record of the Corporation, upon at least ten (10) days' written demand, may
examine for any proper purpose in person or by agent or attorney, during usual
business hours, its minutes of shareholders meeting and record of shareholders
and make extracts therefrom, at the places where they are kept.

                                      -6-



         Section 4. Circuit Court. The Corporation recognizes that upon proof
by a shareholder of a proper purpose, a circuit court may compel production for
examination by the shareholder of the books and records of account, minutes, and
record of shareholders of the Corporation, and may allow the shareholder to make
extracts therefrom.

                                   ARTICLE III

                                  CAPITAL STOCK

         Section 1. Certificates. Every shareholder of this Corporation shall be
entitled to a certificate of his shares signed by the President or Vice
President and the Secretary or Assistant Secretary, certifying the number and
class of shares represented by such certificate; provided that where such
certificate is signed by a transfer agent acting on behalf of this Corporation,
and by a registrar, the signature of any such President, Vice President,
Secretary or Assistant Secretary may be facsimile.

         Section 2. Transfer. Shares shall be transferable only on the books of
the Corporation by the person named in the certificate, or by attorney lawfully
constituted in writing, and upon surrender of the certificates therefor. A
record shall be made of every such transfer and issue. Whenever any transfer is
made for collateral security and not absolutely, the fact shall be so ex-pressed
in the entry of such transfer.

         Section 3. Shareholders. The Corporation shall have the right to treat
the registered holder of any share as the absolute owner thereof, and shall not
be bound to recognize any equitable or other claim to, or interest in, such
share on the part of any other person, whether or not the Corporation shall
have express

                                      -7-



or other notice thereof, save as may be otherwise provided by statute.

         Section 4. Lien for Stockholders Indebtedness. The Corporation shall
have a lien upon the capital stock of any holder thereof who is indebted to the
Corporation in any way and shall have the right to cancel the holder's right in
such amount of the capital stock as is equivalent to such indebtedness in
payment and satisfaction thereof and the discharge of such lien. Further, the
Corporation shall have the right to not accept any transfer of capital stock by
the holder thereof which will impair the security of its lien for the balance of
the indebtedness then owing by such holder to the Corporation.

         Section 5. Transfer Agent and Registrar. The Board of Directors may
appoint a transfer agent and a registrar of transfer, and may require all
certificates of shares to bear the signature of such transfer agent and of such
registrar of transfers.

         Section 6. Regulations. The Board of Directors shall have power and
authority to make such rules and regulations as the Board shall deem expedient
regulating the issue, transfer and registration of certificates for share of
this Corporation.

                                   ARTICLE IV

                               BOARD OF DIRECTORS

         Section 1. Number and Term of Office. The business, property and
affairs of the Corporation shall be managed by a Board of Directors composed of
one (1) members who need not be shareholders. The number of Directors for the
initial Board of Directors shall be determined by the shareholders, and
thereafter, the number of Directors shall be determined from time to time by
resolution adopted by a majority of the Board. At

                                      -8-



each Annual Meeting of shareholders, the shareholders shall elect Directors to
hold office until the succeeding Annual Meeting. A Director shall hold office
for the term for which he is elected and until his successor is elected and
qualified, or until his resignation or removal. A Director may resign by written
notice to the Corporation. The resignation is effective upon its receipt by the
Corporation or a subsequent time as set forth in the notice of resignation.

         Section 2. Vacancies. A vacancy occurring in the Board may be filled by
the affirmative vote of a majority of the remaining Directors though less than a
quorum of the Board. A directorship to be filled because of an increase in the
number of Directors or to fill a vacancy may be filled by the Board for a term
of office continuing only until the next election of Directors by the
shareholders.

         Section 3. Organizational Meeting. At the place of holding the Annual
Meeting of shareholders and immediately following the same, the Board of
Directors as constituted upon final adjournment of such Annual Meeting shall
convene without notice for the purpose of electing officers and transacting any
other business properly brought before it; provided, that the organizational
meeting in any year may be held at a different time and place than that herein
provided by consent of a majority of the Directors of such new Board.

         Section 4. Regular Meetings. Regular Meetings of the Board of Directors
shall be held at such time and place as the Board of Directors shall from time
to time determine by resolution of the Board of Directors or by Waiver of Notice
and Consent. No notice of Regular Meetings of the Board shall be required.

         Section 5. Special Meetings. Special Meeting of the Board of Directors
may be called by the Chairman of the Board or

                                      -9-



a majority of the Directors in office at the time of the call, whenever in his
or their judgment it may be necessary, by giving reasonable notice, either
personally or by mail or telegram, of the time and place of such meeting. Any
action taken at any such meeting shall not be invalidated for want of notice if
such notice shall be waived as herein provided.

         Section 6. Waiver of Notice. Notice of the time and place of any
meeting of the Board of Directors of this Corporation may be waived in writing
or by telegram, radiogram, or cablegram, either before or after such meeting has
been held.

         Section 7. Purpose. Neither the business to be transacted nor the
purpose of a Regular or Special Meeting need be specified in the notice or
waiver of notice of the meeting.

         Section 8. Electronic Participation. A member of the Board or a
committee designated by the Board may participate in a meeting by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other. Participation in a
meeting pursuant to this subsection constitutes presence in person at the
meeting.

         Section 9. Quorum. A majority of the Directors in office or of the
members of a committee thereof at the time of a meeting of the Board shall
constitute a quorum for the transaction of business. If there shall be less than
a quorum present at any meeting of the Board of Directors, a majority of the
Directors present may adjourn the meeting from time to time without notice other
than announcement at the meeting until a quorum shall be present, at which time
any business may be transacted which might have been transacted at the meeting
as first convened had there been a quorum present. The acts of a majority of the
Directors present at any meeting at which a quorum is present shall be the

                                      -10-



acts of the Board or of the committee except that amendment of the By-Laws
requires the vote of not less than a majority of the members of the Board then
in office.

         Section 10. Appointment of Committees. The Board may designate one (1)
or more committees, each committee to consist of one (1) or more of the
Directors of the Corporation. The Board may designate one (1) or more Directors
as alternate members of a committee, who may replace an absent or disqualified
member at a meeting of the committee. In the absence or disqualification of a
member of a committee, the members thereof present at a meeting and not
disqualified from voting, whether or not they constitute a quorum, may
unanimously appoint another member of the Board to act at the meeting in place
of such an absent or disqualified member. A committee, and each member thereof,
shall serve at the pleasure of the Board.

         Section 11. Powers of Committees. A committee to the extent provided in
the resolution of the Board, may exercise all powers and authority of the Board
in management of the business and affairs of the Corporation. However, such a
committee does not have power or authority to:

         (a)      Amend the Articles of Incorporation;

         (b)      Adopt an agreement of merger or consolidation;

         (c)      Recommend to shareholders the sale, lease or exchange of all
                  or substantially all of the Corporation's property and assets;

         (d)      Recommend to shareholders a dissolution of the Corporation or
                  a revocation of a dissolution;

         (e)      Amend the By-Laws of the Corporation;

         (f)      Fill vacancies in the Board of Directors;

         (g)      Fix compensation of the Directors for serving on the Board or
                  on a committee; or

         (h)      Declare a stock dividend or authorize the issuance of

                                      -11-



                  stock (unless the resolution appointing the committee
                  expressly provided that the committee may do so).

         Section 12. Action by Unanimous Written Consent. Action required or
permitted to be taken pursuant to authorization voted at a meeting of the Board
or a committee thereof, may be taken without a meeting if, before or after the
action, all members of the Board or of the committee consent thereto in writing.
The written consents shall be filed with the minutes of the proceedings of the
Board or the committee. The consent has the same effect as a vote of the Board
or committee for all purposes.

         Section 13. Election of Officers. The Board of Directors of the
Corporation shall select a President, a Secretary and a Treasurer and may elect
a Chairman of the Board. None of said officers, except the Chairman of the
Board, need be a Director. The Board of Directors shall have the power to
appoint such other officers and agents as the Board may deem necessary for the
trans-action of the business of the Corporation, including the power to appoint
one or more Vice Presidents and one or more attorneys-in-fact to convey or deal
with corporate real estate.

         Section 14. Removal of Officers and Agents. Any officer or agent may be
removed by the Board of Directors at any time, with or without cause. The
removal of an officer shall be without prejudice to his contract rights, if any.
The election or appointment of an officer does not of itself create contract
rights.

         Section 15. Compensation. Reasonable compensation of Directors and
officers may be fixed by the Board.

         Section 16. Payments to be Reimbursed. Any payments made to an officer
or employee of the Corporation such as salary, commission, bonus, interest, or
rent, or entertainment expense incurred by him, which shall be disallowed in
whole or in part as

                                      -12-



a deductible expense by the Internal Revenue Service, shall be reimbursed by
such officer or employee to the Corporation to the full extent of such
disallowance. The Directors shall enforce payment of each amount disallowed. In
lieu of payment by the officer or employee, subject to the determination of the
Directors, proportionate amounts may be withheld from his future compensation
payments until the amount owed to the Corporation has been recovered.

                                    ARTICLE V

                             DIVIDENDS AND RESERVES

         Section 1. Sources. The Board of Directors shall have power and
authority to declare dividends from the following sources:

         (a)      From Earned Surplus (including current earnings);

         (b)      From Capital Surplus (including from appreciation of the value
                  of the assets of the Corporation);

         (c)      From any other source or sources which may be permitted by
                  statute.

         Section 2. Manner of Payment. Dividends may be paid in cash, in
property, in obligations of the Corporation, or in shares of the capital stock
of the Corporation.

         Section 3. Reserves. The Board of Directors shall have power and
authority to set apart, out of any funds available for dividends, such reserve
or reserves for any proper purpose, as the Board in its discretion shall
approve; and the Board shall have power and authority to abolish any reserve
created by the Board.

                                      -13-



                                   ARTICLE VI

                       TRANSACTIONS WITH THE CORPORATION:

                    LOANS TO DIRECTORS, OFFICERS OR EMPLOYEES

         Section 1. Interested Directors. A contract or other transaction
between the Corporation and one or more of its Directors or officers, or between
the Corporation and a foreign or domestic corporation, firm or association of
any type or kind in which one or more of its directors or officers are directors
or officers, or are otherwise interested, is not void or voidable solely because
of such common directorship, officership or interest, or solely because such
directors are present at the meeting of the Board or committee thereof which
authorizes or approves the contract or transaction, or soley because their votes
are counted for such purpose if any of the following conditions is satisfied:

         (a)      The contract or other transaction is fair and reasonable to
                  the Corporation when it is authorized, approved or ratified;

         (b)      The material facts as to his relationship or interest and as
                  to the contract or transaction are disclosed or known to the
                  Board or committee and the Board or committee authorizes,
                  approves or ratifies the contract or transaction by a vote
                  sufficient for the purpose without counting the vote of any
                  common or interested director;

         (c)      The material facts as to his relationship or interest and as
                  to the contract or transaction are disclosed or known to the
                  shareholders, and they authorize, approve or ratify the
                  contract or transaction.

         Section 2. Loans to Directors, Officers, or Employees. The Corporation
may lend money to, or guarantee an obligation of, or otherwise assist an officer
or employee of the Corporation or of its subsidiary, including an officer or
employee who is a Director of the Corporation or its subsidiary, when, in the
judgments of the Board, the loan, guaranty or assistance may reasonably

                                      -14-



be expected to benefit the Corporation. The loan, guaranty or assistance may be
with or without interest, and may be unsecured or secured in such manner as the
Board approves, including without limitation, a pledge of shares of stock of the
Corporation. Nothing in this section shall be deemed to deny, limit or restrict
the powers of guaranty or warranty of the Corporation at common law or under any
statute.

                                   ARTICLE VII

                                    OFFICERS

         Section 1. Chairman of the Board. The Chairman of the Board shall be
selected by and from the membership of the Board of Directors. He shall preside
at all meetings of the shareholders and of the Board of Directors.

         Section 2. President. The President shall be the chief executive
officer of the Corporation. He shall, subject to the control of the Board of
Directors, have general and active management of the business of the
Corporation, with such general powers and duties of supervision and management
as are usually vested in the office of President of a corporation. He shall see
that all orders and resolutions of the Board of Directors are carried into
effect, and shall have such other powers and duties as may be assigned to him by
the Board of Directors.

         Section 3. Vice Presidents. The Board of Directors may select one or
more Vice Presidents who, subject to the control of the President, shall have
such powers and duties as may be assigned to each of them by the Board of
Directors.

         Section 4. Secretary. The Secretary shall be selected by the Board of
Directors. Subject to the control of the Chairman of the Board, he shall attend
all meetings of shareholders and of

                                      -15-



the Board of Directors, and shall preserve in books of the Corporation, true
minutes of the proceedings of all such meetings. He shall have such additional
powers and duties as may be assigned to him by the Board of Directors.

         Section 5. Treasurer. The Treasurer shall be selected by the Board of
Directors. Subject to the control of the President, he shall have custody of all
corporate funds and securities, and shall keep in books belonging to the
Corporation full and accurate accounts of all receipts and disbursements. He
shall deposit all moneys, securities and other valuable effects in the name of
the Corporation in such depositories as may be designated for the purpose by the
Board of Directors. He shall disburse the funds of the Corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the Chairman of the Board and the Directors at regular meetings of the
Board and whenever requested by them and to the President, an account of all
his transactions as Treasurer. He shall in general perform all duties incident
to the office of Treasurer, and shall have such additional powers and duties as
may be assigned to him by the Board of Directors.

                                  ARTICLE VIII

                            EXECUTION OF INSTRUMENTS

         Section 1. Money Instruments. All checks, drafts and orders for payment
of money shall be signed in the name of the Corporation, and shall be
countersigned by such officers or agents and in such manner including the use of
facsimile signatures as the Board of Directors shall from time to time designate
for that purpose.

         Section 2. Other Instruments. The Board of Directors shall have power
to designate the officers and agents who shall

                                      -16-



have authority to execute any contract, conveyance or other instrument or
document on behalf of the Corporation. When the execution of any contract,
conveyance or other instrument or document has been authorized without
specification of the executing officers, the Chairman of the Board or President
may execute the same in the name and on behalf of the Corporation, or any Vice
President, and the Secretary or Assistant Secretary may execute the same in the
name and on behalf of the Corporation.

                                   ARTICLE IX

                  LIMITATION OF PERSONAL LIABILITY OF DIRECTORS

                                       AND

                          INDEMNIFICATION OF OFFICERS,
                        DIRECTORS, EMPLOYEES AND AGENTS

         Section 1. Limitation of Personal Liability of Directors. A director of
the Corporation shall not be personally liable to the Corporation or its
shareholders for monetary damages for a breach of the director's fiduciary duty.
However, this by-law provision does not eliminate or limit the liability of a
director for any of the following:

         (i)      A breach of the director's duty of loyalty to the Corporation
                  or its shareholders.

         (ii)     Acts or omissions not in good faith or that involve
                  intentional misconduct or knowing violation of the law.

         (iii)    A violation of Section 551(1) of the Michigan Business
                  Corporation Act.

         (iv)     A transaction from which the director derived an improper
                  personal benefit.

         (v)      An act or omission occurring before March 1, 1987.

                           [So that the reader may understand the above
                           reference to Section 551(1) of the Michigan Business
                           Corporation Act, it is

                                      -17-



                           extracted as follows:

                                    "(1) In addition to any other liability
                                    imposed by this act or other law upon
                                    directors of a corporation, directors who
                                    vote for, or concur in, any of the following
                                    corporate actions are jointly and severally
                                    liable to the corporation for the benefit of
                                    its creditors or shareholders, to the extent
                                    of any legally recoverable injury suffered
                                    by such persons as a result of the action
                                    but not to exceed the amount unlawfully paid
                                    or distributed:

                                             (a) Declaration of a dividend or
                                    other distribution of assets to shareholders
                                    contrary to this act or contrary to any
                                    restriction in the articles of incorporatin
                                    or by-laws.

                                             (b) Purchase of shares of the
                                    corporation contrary to this act or contrary
                                    to any restriction in the articles or
                                    by-laws.

                                             (c) Distribution of assets to
                                    shareholders during or after dissolution of
                                    the corporatin without paying, or adequately
                                    providing for, all known debts, obligations
                                    and liabilities of the corporation.

                                             (d) Making of a loan to an officer,
                                    director or employee of the corporation or
                                    of a subsidiary thereof contrary to this
                                    act.

                                    (2) A director is not liable under this
                                    section if he has complied with section 541.

                                    (3) A shareholder who accepts or receives a
                                    dividend or distribution with knowledge of
                                    facts indicating it is not authorized by
                                    this act is liable to the corporation in the
                                    amount accepted or received by him."

                           So that the reader may understand the above reference
                           to Section 541 of the Michigan Business Corporation
                           Act, it is extracted as follows:

                                    "A director or an officer shall discharge
                                    the duties of that position in good faith
                                    and with that degree of diligence, care, and
                                    skill which an

                                      -18-



                                    ordinarily prudent person would exercise
                                    under similar circumstances in a like
                                    position. In discharging his or her duties,
                                    a director or officer, when acting in good
                                    faith, may rely upon the opinion of counsel
                                    for the corporation, upon the report of an
                                    independent appraiser selected with
                                    reasonable care by the board, or upon
                                    financial statements of the corporation
                                    represented to him or her as correct by the
                                    president or the officer of the corporation
                                    having charge of its books of account, or as
                                    stated in a written report by an independent
                                    public or certified public accountant or
                                    firm of accountants fairly to reflect the
                                    financial condition of the corporation."]

         Section 2. Indemnification; Actions by Third Parties (Other Than by
Stockholders). The Corporation hereby indemnifies a person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, and whether formal or informal, other than an action by or in the
right of the Corporation, by reason of the fact that he or she is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, partner, trustee,
employee or agent of another foreign or domestic corporation, partnership, joint
venture, trust or other enterprise, whether for profit or not, against expenses,
including attorneys' fees, judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with the
action, suit or proceeding if the person acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the
Corporation or its shareholders, and with respect to any criminal action or
proceeding, if the person had no reasonable cause to believe his or her conduct
was unlawful. The termination of a action, suit or proceeding by judgment,
order, settlement, conviction or upon

                                      -19-



a plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
or she reasonably believed to be in or not opposed to the best interests of the
Corporation or its shareholders, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his or her conduct was
unlawful.

         Section 3. Indemnification; Actions by or in Right of the Corporation
(Stockholder Actions). The Corporation hereby indemnifies a person who was or is
a party to or is threatened to be made a party to a threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he or she is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
foreign or domestic corporation, partnership, joint venture, trust or other
enterprise, whether for profit or not, against expenses, including actual and
reasonable attorneys' fees and amounts paid in settlement incurred by the person
in connection with the action or suit, if the person acted in good faith and in
a manner the person reasonably believed to be in or not opposed to the best
interests of the Corporation or its shareholders. However, indemnification shall
not be made for a claim, issue or matter in which the person has been found
liable to the Corporation unless and only to the extent that the court in which
the action or suit was brought has determined upon application that, despite the
adjudication of liability but in view of all circumstances of the case, the
person is fairly and reasonably entitled to indemnification for the expenses
which the court consider proper.

         Section 4. Indemnification Against Expenses; Directors, Officers,
Employees, or Agents Successful in Defense of Proceedings or Claims.

         (a)      To the extent that a director, officer, employee or

                                      -20-



agent of the Corporation has been successful on the merits or otherwise in
defense of an action, suit or proceeding referred to in sections 2 or 3 or in
defense of a claim, issue or matter in the action, suit or proceeding, he or she
shall be indemnified against expenses, including actual and reasonable
attorneys' fees, incurred by him or her in connection with the action, suit or
proceeding and an action, suit or proceeding brought to enforce the mandatory
indemnification provided in this Article IX.

         (b)      An indemnification under section 2 or 3, unless ordered by a
court, shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in section 2 and 3. This determination shall be made in any
of the following ways:

                  (i)      By a majority vote of a quorum of the Board
                           consisting of directors who were not parties to the
                           action, suit or proceeding.

                  (ii)     If the quorum described in subdivision (i) is not
                           obtainable, then by a majority vote of a committee of
                           directors who are not parties to the action. The
                           committee shall consist of not less than two
                           disinterested directors.

                  (iii)    By independent legal counsel in a written opinion.

                  (iv)     By the shareholders.

         (c)      If a person is entitled to indemnification under said section
2 or 3 for a portion of expenses including attorneys' fees, judgments,
penalties, fines, and amounts paid in settlement, but not for the total amount
thereof, the Corporation shall indemnify the person for the portion of the
expenses, judgments, penalties, fines, or amounts paid in settlement for which
the person is entitled to be indemnified.

         Section 5. Advance Payment; Expense of Director, Officer,

                                      -21-



Employee, or Agent in Defending Action or Proceeding. Expenses incurred in
defending a civil or criminal action, suit or proceeding described in sections 2
or 3 shall be paid by the Corporation in advance of the final disposition of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay the expense if it is ultimately
determined that the person is not entitled to be indemnified by the Corporation.
The undertaking shall be an unlimited general obligation of the person on whose
behalf advances are made but need not be secured.

         Section 6. Indemnification not Exclusive.

         (a)      The indemnification or advancement of expenses provided under
sections 2 to 5 is not exclusive of other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the articles of
incorporation, by-laws, or a contractual agreement. However, the total amount of
expenses advanced or indemnified from all sources combined shall not exceed the
amount of actual expenses incurred by the person seeking indemnification or
advancement of expenses.

         (b)      The indemnification provided for in sections 2 to 6 continues
as to a person who ceasesd to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of the
person.

         Section 7. Merger. For purposes of sections 2 to 6, "Corporation"
includes all constituent corporations absorbed in a consolidation or merger and
the resulting or surviving corporation, so that a person who is or was a
director, officer, employee, or agent of the constituent corporation or is or
was serving at the request of the constituent corporation as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic
corporation, partnrship, joint venture, trust or other enterprise whether for
profit or not

                                      -22-



shall stand in the same position under the provisions of this section with
respect to the resulting or surviving corporation as the person would if he or
she had served the resulting or surviving corporation in the same capacity.

                                    ARTICLE X

                                 CORPORATE SEAL

         There shall be no corporate seal.

                                   ARTICLE XI

                                   FISCAL YEAR

         The fiscal year of the Corporation shall end on such date as the Board
of Directors shall specify.

                                   ARTICLE XII

                              AMENDMENT OF BY-LAWS

         The Board of Directors of the Corporation shall have power to alter,
amend, add to, rescind or repeal the By-Laws of the Corporation by the
affirmative vote of the majority of the Directors in office.

                                      -23-



                                     BY-LAWS

                                       OF

                              CMI-TECH CENTER, INC.

                             A Michigan Corporation

                    (Including All Amendments as of 1/14/94)

1.       SHAREHOLDERS' MEETING

         1.1      ANNUAL MEETING. The annual meeting of the Shareholders shall
be held in each year after the expiration of the fiscal year of the Corporation
at such time and place as shall be determined by the Board of Directors, for the
purpose of electing Directors and of transacting such other business as may
properly be brought before the meeting.

         1.2      SPECIAL MEETINGS. A Special Meeting of the Shareholders may be
called to be held at such time and place as may be designated by the Chairperson
of the Board, a majority of the Board of Directors, or not less than an
aggregate of ten percent (10%) of the outstanding shares of stock of the
Corporation having the right to vote at such Special Meeting.

         1.3      NOTICE OF MEETINGS. Written notice of the time, place and
purposes of every meeting of the Shareholders of this Corporation shall be
given, either personally or by mail, not less than ten (10) nor more than sixty
(60) days before said meeting to each Shareholder of record of the Corporation
entitled to vote at such meeting. Notices shall state the authority pursuant to
which they are issued as, "by order of" the "Chairperson of the Board", "Board
of Directors", or "Shareholders".

         1.4      WAIVER OF NOTICE. Notice of the time, place and purpose of any
meeting of the Shareholders of this Corporation may be waived by telegram,
radiogram, cablegram, or other writing either before or after such meeting has
been held.

                  A Shareholder's attendance at a meeting of Shareholders, in
person or by proxy, will result in (a) a waiver of objection to lack of notice
or defective notice of the meeting unless the Shareholder at the beginning of
the meeting objects to holding the meeting or transacting business at the
meeting and (b) waiver of objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes described in the meeting
notice, unless the Shareholder objects to considering the matter when it is
presented.



         1.5      QUORUM. At every meeting of the Shareholders, the holders of
record of a majority of the outstanding shares of stock of the Corporation
entitled to vote at such meeting, whether present in person or represented by
proxy, shall constitute a quorum.

         1.6      RECORD DATE. The Board of Directors may fix in advance a date
not exceeding sixty (60) days nor less than ten (10) days preceding the original
date fixed for any meeting of Shareholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, as a record
date for the determination of the Shareholders entitled to notice of, and to
vote at, any such meeting, or entitled to receive payment of any such dividend,
or to any such allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock. In such case, such
Shareholders and only such Shareholders as shall be Shareholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation or otherwise after any
such record date is fixed as aforesaid. Nothing in this Section shall affect the
rights of a Shareholder and his/her transferee or transferor as between
themselves.

         1.7      VOTING RIGHTS. At all times, each holder of record of the
common stock of the Corporation shall be entitled to one vote for each share of
common stock standing in his/her name on the books of the Corporation, subject,
however, to the full effect of the limitations imposed by the fixed record date
for determination of Shareholders set forth elsewhere in this Article.

         1.8      VOTE BY SHAREHOLDER CORPORATION. Shares standing in the name
of another domestic or foreign corporation may be voted by an officer or agent,
or by proxy appointed by an officer or agent of such corporation.

         1.9      ACTION BY UNANIMOUS WRITTEN CONSENT. Any action required or
permitted to be taken at an Annual or Special Meeting of Shareholders may be
taken without a meeting, without prior notice and without a vote, if before or
after the action all the Shareholders entitled to vote thereon consent thereto
in writing.

         1.10     ELECTRONIC PARTICIPATION. A Shareholder may participate in a
meeting of Shareholders by a conference telephone or by other similar
communications equipment through which all persons participating in the meeting
may communicate with the other participants. All participants shall be advised
of the communications equipment and the names of the participants in the

                                        2



conference shall be divulged to all participants. Participation in a meeting
pursuant to this Section constitutes presence in person at the meeting.

2.       SHARES

         2.1      CERTIFICATES. Every Shareholder of this Corporation shall be
entitled to a certificate of his or her shares signed by the Chairperson of the
Board, Vice-Chairperson of the Board, President or a Vice-President and which
may also be signed by another officer of the Corporation. Each such certificate
shall state on its face that the Corporation is formed under the laws of this
state, the name of the person to whom issued, the number and class of Shares,
and the designation of the series, if any, which the certificate represents.

3.       BOARD OF DIRECTORS

         3.1      NUMBER AND TERM OF OFFICE. The business, property and affairs
of the Corporation shall be managed by a Board of Directors composed of one (1)
or more members who need not be Shareholders. The number of Directors for the
Board of Directors shall be determined by a majority vote of the Shareholders.
The first Board of Directors shall hold office until the first annual meeting of
Shareholders. At the first annual meeting of Shareholders and at each annual
meeting thereafter, the Shareholders shall elect Directors to hold office until
the succeeding annual meeting. A Director shall hold office for the term for
which he or she is elected and until his or her successor is elected and
qualified, or until his or her resignation or removal. A Director may resign by
written notice to the Corporation. The resignation is effective upon its receipt
by the Corporation or a later time as set forth in the notice of resignation.

         3.2      VACANCIES. A vacancy occurring in the Board may be filled by
the Shareholders or the Board. A vacancy filled by the Board may be filled for a
term of office continuing only until the next election of Directors by the
Shareholders.

         3.3      ANNUAL MEETINGS. At the place of holding the annual meeting of
Shareholders and immediately following the same, the Board of Directors as
constituted upon final adjournment of such Shareholder meeting shall convene
without notice for the purpose of electing officers and transacting any other
business properly brought before it; provided, that the annual meeting in any
year may be held at a different time and place than that herein provided by
consent of a majority of the Directors of such new Board.

         3.4      REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such time and place as the Board of

                                       3



Directors shall from time to time determine by resolution of the Board of
Directors or by waiver of notice and consent. No notice of regular meetings of
the board shall be required.

         3.5      SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairperson of the Board or a majority of the Directors in
office at the time of the call, whenever in his/her or their judgment it may be
necessary, by giving reasonable notice, either personally or by mail or
telegram, of the time and place of such meeting. Any action taken at any such
meeting shall not be invalidated for want of notice if such notice shall be
waived as herein provided.

         3.6      WAIVER OF NOTICE. Notice of the time and place of any meeting
of the Board of Directors may be waived in writing or by telegram, radiogram, or
cablegram, either before or after such meeting has been held. A Director's
attendance at or participation in a meeting waives any required notice to him or
her of the meeting unless he or she at the beginning of the meeting, or upon his
or her arrival, objects to the meeting or the transacting of business at the
meeting and does not thereafter vote for or assent to any action taken at the
meeting.

         3.7      PURPOSE. Neither the business to be transacted nor the purpose
of a regular or special meeting need be specified in the notice or waiver of
notice of the meeting.

         3.8      ELECTRONIC PARTICIPATION. A Director may participate in a
meeting of the Board or of any committee designated by the Board by means of a
conference telephone or similar communications equipment through which all
persons participating in the meeting can communicate with the other
participants. Participation in a meeting pursuant to this subsection constitutes
presence in person at the meeting.

         3.9      QUORUM. A majority of the Directors then in office, or of the
members of a committee thereof, constitutes a quorum for the transaction of
business. If there shall be less than a quorum present at any meeting of the
Board of Directors, a majority of the Directors present may adjourn the meeting
from time to time without notice other than announcement at the meeting until a
quorum shall be present, at which time any business may be transacted which
might have been transacted at the meeting as first convened had there been a
quorum present. The vote of the majority of the Directors present at any meeting
of the Board or committee thereof at which a quorum is present constitutes the
action of the Board or of the committee except that amendment of these By-Laws
requires the vote of not less than a majority of the members of the Board then
in office.

         3.10     ACTION BY UNANIMOUS WRITTEN CONSENT. Action required or
permitted to be taken pursuant to authorization voted at a

                                       4



meeting of the Board or a committee thereof, may be taken without a meeting if,
before or after the action, all members of the Board then in office or of the
committee consent to the action in writing. The written consents shall be filed
with the minutes of the proceedings of the Board or the committee. The consent
has the same effect as a vote of the Board or committee for all purposes.

         3.11     ELECTION OF OFFICERS. The Board of Directors of the
Corporation shall elect or appoint a president, a secretary and a treasurer and
may elect or appoint a chairman of the board. None of said officers, except the
chairman of the board, need be a director. The Board of Directors shall have the
power to appoint such other officers and agents as the board may deem necessary
for the transaction of the business of the Corporation, including the power to
appoint one or more vice-presidents and one or more attorneys-in-fact.

4.       OFFICERS

         4.1      OFFICERS. The officers of the Corporation shall consist of a
president, secretary, treasurer and, if approved by the Board, a chairperson of
the Board, one or more vice-presidents and such other officers as may be
determined by the Board.

         4.2      CHAIRPERSON OF THE BOARD. The Chairperson of the Board shall
be selected by and from the membership of the Board of Directors. He/she shall
preside at all meetings of the Shareholders and of the Board of Directors.

         4.3      PRESIDENT. The President shall be the chief executive officer
of the Corporation. He/she shall, subject to the control of the Board of
Directors, have general and active management of the business of the
Corporation, with such general powers and duties of supervision and management
as are usually vested in the office of president of a corporation. He/she shall
see that all orders and resolutions of the Board of Directors are carried into
effect, and shall have such other powers and duties as may be assigned to
him/her by the Board of Directors.

         4.4      VICE-PRESIDENTS. The Board of Directors may select one or more
vice-president who, subject to the control of the president, shall have such
powers and duties as may be assigned to each of them by the Board of Directors.

         4.5      SECRETARY. The Secretary shall be selected by the Board of
Directors. Subject to the control of the Chairperson of the Board, he/she shall
attend all meetings of Shareholders and of the Board of Directors, and shall
preserve in books of the Corporation, true minutes of the proceedings of all
such meetings. He/she shall have such additional powers and duties as may be
assigned to him/her by the Board of Directors.

                                       5



         4.6      TREASURER. The Treasurer shall be selected by the Board of
Directors. Subject to the control of the President, he/she shall have custody of
all corporate funds and securities, and shall keep in books belonging to the
Corporation full and accurate accounts of all receipts and disbursements. He/she
shall deposit all monies, securities and other valuable effects in the name of
the Corporation in such depositories as may be designated for the purpose by the
Board of Directors. He/she shall disburse the funds of the Corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the Chairperson of the Board and the Directors at regular meetings of
the Board and whenever requested by them and to the President, an account of all
his transactions as Treasurer. He/she shall in general perform all duties
incident to the office of treasurer, and shall have such additional powers and
duties as may be assigned to him/her by the Board of Directors.

         4.7      TERM; REMOVAL OF OFFICERS AND AGENTS; RESIGNATION. An officer
elected or appointed as herein provided shall hold office for the term for which
he or she is elected or appointed and until his/her successor is elected or
appointed and qualified, or until his/her resignation or removal. Any officer or
agent may be removed by the Board of Directors at any time, with or without
cause. The removal of an officer shall be without prejudice to his contract
rights, if any. The election or appointment of an officer does not of itself
create contract rights. An officer may resign by written notice to the
Corporation. The resignation is effective upon its receipt by the Corporation or
at a subsequent time specified in the notice of resignation.

5.       EXECUTION OF INSTRUMENTS

         5.1      MONEY INSTRUMENTS. All checks, drafts and orders for payment
of money shall be signed in the name of the Corporation by such officer(s) or
agent(s) and in such manner including the use of facsimile signatures as the
Board of Directors shall from time to time designate for that purpose.

         5.2      OTHER INSTRUMENTS. The Board of Directors shall have power to
designate the officers and agents (or a single officer or agent) who shall have
authority to execute any contract, conveyance or other instrument or document on
behalf of the Corporation. When the execution of any contract, conveyance or
other instrument or document has been authorized without specification of the
executing officers, the Chairperson of the Board or President may execute the
same in the name and on behalf of the Corporation, or any Vice-President, and
the Secretary or Assistant Secretary may execute the same in the name and on
behalf of the Corporation.

                                       6



6.       INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES

         6.1      THIRD-PARTY PROCEEDING. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he/she is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him/her in connection with
such action, suit or proceeding if he/she acted in good faith and in a manner
he/she reasonably believed to be in or not opposed to the best interests of the
Corporation or its Shareholders, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his/her conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he/she reasonably believed to be in or not opposed to the best
interests of the Corporation or its Shareholders, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his/her
conduct was unlawful.

         6.2      DERIVATIVE SHAREHOLDER LIABILITY. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he/she
is or was a director, officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, whether for profit or
not, against expenses (including attorneys' fees) and amounts paid in settlement
actually and reasonably incurred by the person in connection with the action or
suit if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the Corporation or its
Shareholders; except that no indemnification shall be made for any claim, issue
or matter in which the person has been found liable to the Corporation except
to the extent ordered by a court of competent jurisdiction.

                                       7



7.       AMENDMENT OF BY-LAWS

         These by-laws may be altered, amended, added to, rescinded or repealed
by the affirmative vote of a majority of the Shares entitled to vote or, except
insofar as exercise of such power shall be contrary to the Articles of
Incorporation, by the Board of Directors.

                                        8

EX-3.63

                                                                    EXHIBIT 3.63

- -------------------------------------------------------------------------------
      MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- -------------------------------------------------------------------------------

Date Received                                          (FOR BUREAU USE ONLY)

JAN 20 1994
- -----------
                     Adjusted per telephone
                     authorization from David
                     Tennent.

                                                            FILED
- ---------------------------------------
Name                                                      JAN 27 1994
         David L. Tennent
- ---------------------------------------                   Administrator
Address                                          MICHIGAN DEPARTMENT OF COMMERCE
         801 W. Big Beaver Rd, Ste. 500          Corporation & Securities Bureau
- ---------------------------------------
City      State        ZIP Code
Troy       MI           48084
- ---------------------------------------          EFFECTIVE DATE:
DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE.

                       RESTATED ARTICLES OF INCORPORATION
                    FOR USE BY DOMESTIC PROFIT CORPORATIONS
            (Please read information and instructions on last page)

         Pursuant to the provisions of Act 284, Public Acts of 1972, the
undersigned corporation executes the following Articles:

1. The present name of the corporation is: CMI TRANSPORTATION, INC.

2. The corporation identification number assigned by the Bureau is: 192-613

3. All former names of the corporation are:

4. The date of filing the original Articles of Incorporation was: 1/15/81

   The following Restated Articles of Incorporation supersede the Articles of
   Incorporation as amended and shall be the Articles of Incorporation for the
   corporation:

ARTICLE I

The name of the corporation is: CMI-TRANSPORTATION, INC.

ARTICLE II

The purpose or purposes for which the corporation is formed are: To engage in
    any activity within the purposes for which corporations may be formed under
    the Business Corporation Act of Michigan.

GOLD SEAL APPEARS ONLY ON ORIGINAL



ARTICLE III

The total authorized shares:

   Common shares 50,000                 Preferred shares_______________________

   A statement of all or any of the relative rights, preferences and limitations
   of the shares of each class is as follows:


ARTICLE IV

1. The address of the current registered office is:

       30333 Southfield Road         Southfield, Michigan      48076
   --------------------------------------------           ---------------
        (STREET ADDRESS)               (CITY)                (ZIP CODE)

2. The mailing address of the current registered office if different than above:

   _____________________________________________, Michigan _______________
        (P.O. BOX)                     (CITY)                (ZIP CODE)

3. The name of the current resident agent is: Ray H. Witt

ARTICLE V (OPTIONAL. DELETE IF NOT APPLICABLE.)

When a compromise or arrangement or a plan of reorganization of this corporation
is proposed between this corporation and its creditors or any class of them or
between this corporation and its shareholders or any class of them, a court of
equity jurisdiction within the state, on application of this corporation or of a
creditor or shareholder thereof, or on application of a receiver appointed for
the corporation, may order a meeting of the creditors or class of creditors or
of the shareholders or class of shareholders to be affected by the proposed
compromise or arrangement or reorganization, to be summoned in such manner as
the court directs. If a majority in number representing 3/4 in value of the
creditors or class of creditors, or of the shareholders or class of shareholders
to be affected by the proposed compromise or arrangement or a reorganization,
agree to a compromise or arrangement or a reorganization of this corporation as
a consequence of the compromise or arrangement, the compromise or arrangement
and the reorganization, if sanctioned by the court to which the application has
been made, shall be binding on all the creditors or class of creditors, or on
all the shareholders or class of shareholders and also on this corporation.

ARTICLE VI (OPTIONAL. DELETE IF NOT APPLICABLE.)

Any action required or permitted by the Act to be taken at an annual or special
meeting of shareholders may be taken without a meeting, without prior notice and
without a vote, if consents in writing, setting forth the action so taken, are
signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote on the action were present and
voted. The written consents shall bear the date of signature of each shareholder
who signs the consent. No written consents shall be effective to take the
corporate action referred to unless, within 60 days after the record date for
determining shareholders entitled to express consent to or to dissent from a
proposal without a meeting, written consents signed by a sufficient number of
shareholders to take the action are delivered to the corporation. Delivery shall
be to the corporation's registered office, its principal place of business, or
an officer or agent of the corporation having custody of the minutes of the
proceedings of its shareholders. Delivery made to a corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested.

Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to shareholders who have not
consented in writing.

GOLD SEAL APPEARS ONLY ON ORIGINAL



ARTICLE VII (ADDITIONAL PROVISIONS, IF ANY, MAY BE INSERTED HERE; ATTACH
ADDITIONAL PAGES IF NEEDED.)

              SEE ADDENDUM ATTACHED HERETO AND MADE A PART HEREOF

5. COMPLETE SECTION (a) IF THE RESTATED ARTICLES WERE ADOPTED BY THE UNANIMOUS
   CONSENT OF THE INCORPORATORS BEFORE THE FIRST MEETING OF THE BOARD OF
   DIRECTORS; OTHERWISE, COMPLETE SECTION (b)

   a. [ ] These Restated Articles of Incorporation were duly adopted on the
          ______day of___________, 19______, in accordance with the provisions
         of Section 642 of the Act by the unanimous consent of the incorporators
         before the first meeting of the Board of Directors.

          Signed this______________day of______________________________, 19_____

          __________________________________ ___________________________________

          ______________________________________________________________________
          (SIGNATURES OF INCORPORATORS; TYPE OR PRINT NAME UNDER EACH SIGNATURE)

   b. [X] These Restated Articles of Incorporation were duly adopted on the 14TH
          day of JANUARY, 1994, in accordance with the provisions of Section 642
          of the Act and: (check one of the following)

          [ ] were duly adopted by the Board of Directors without a vote of the
              shareholders. These Restated Articles of Incorporation only
              restate and integrate and do not further amend the provisions of
              the Articles of Incorporation as heretofore amended and there is
              no material discrepency between those provisions and the
              provisions of these Restated Articles.

          [ ] were duly adopted by the shareholders. The necessary number of
              shares as required by statute were voted in favor of these
              Restated Articles.

          [ ] were duly adopted by the written consent of the shareholders
              having not less than the minimum number of votes required by
              statute in accordance with Section 407(1) of the Act. Written
              notice to shareholders who have not consented in writing has
              been given. (Note: Written consent by less than all of the
              shareholders is permitted only if such provision appears in the
              Articles of Incorporation.)

          [X] were duly adopted by the written consent of all the shareholders
              entitled to vote in accordance with Section 407(2) of the Act.

                            Signed this 14 day of January, 1994

                            By /s/ Richard A. Nawrocki
                               ------------------------
                                   (SIGNATURE)

                             Richard A. Nawrocki               Vice President
                            ---------------------------------------------------
                            (TYPE OR PRINT NAME)          (TYPE OR PRINT TITLE)

GOLD SEAL APPEARS ONLY ON ORIGINAL



              ATTACHMENT TO RESTATED ARTICLES OF INCORPORATION OF
                            CMI-TRANSPORTATION, INC.

ARTICLE VII

(1) A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for a breach of fiduciary
duty as a director, except for liability: (a) for any breach of the director's
duty of loyalty to the corporation or its shareholders; (b) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (c) for a violation of Section 551(1) of the Michigan Business
Corporation Act; (d) for any transaction from which the director derived an
improper personal benefit; or (e) for any act or omission occurring prior to the
date of the approval of this Article. In the event the Michigan Business
Corporation Act is amended after the approval of this Article to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the corporation shall be
eliminated or limited to the fullest extent permitted by the Michigan Business
Corporation Act, as so amended. Any repeal, modification or adoption of any
provision in these Articles of Incorporation inconsistent with this Article
shall not adversely affect any right or protection of a director of the
corporation existing at the time of such repeal, modification or adoption.

(2) Directors and officers of the corporation shall be indemnified as of right
to the fullest extent now or hereafter permitted by law in connection with any
actual or threatened civil, criminal, administrative or investigative action,
suit or proceeding (whether formal or informal and whether brought by or in the
name of the corporation, a subsidiary or otherwise) arising out of: (a) any
actual or alleged act or omission at any time as a director or officer of the
corporation, a subsidiary, or any organization for which the person is serving
at the request of the corporation; (b) their past, present or future status as a
director of officer of the corporation, a subsidiary or any organization for
which the person is serving at the request of the corporation. Persons who are
not directors or officers of the corporation may be similarly indemnified in
respect of such service to the extent authorized at any time by the board of
directors of the corporation. The provisions of this Article shall be applicable
to directors and officers who have ceased to render such service and shall inure
to the benefit of their heirs, executors and administrators. The right of
indemnity provided herein shall not be exclusive, and the corporation may
provide indemnification to any person, by agreement or otherwise, on such terms
and conditions as the board of directors of the corporation may approve. Any
agreement for indemnification of any director, officer, employee or other person
may provide indemnification rights which are broader or otherwise different than
those set forth in the Michigan Business Corporation Act.

GOLD SEAL APPEARS ONLY ON ORIGINAL



                         CORPORATION INFORMATION UPDATE
                            (formerly Annual Report)
                                      1998

[ ] TO CERTIFY THERE ARE NO CHANGES FROM YOUR PREVIOUS FILING CHECK THIS BOX AND
    SKIP TO ITEM 6. FILING FEE: $15.00
- --------------------------------------------------------------------------------
                              FOR BUREAU USE ONLY
- --------------------------------------------------------------------------------

                                                  
192613                  THE OFFICE IS LOCATED AT:       RETURN TO:
                          6546 MERCANTILE WAY            MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
                           LANSING MI 48910              CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
                            (517) 334-6300               P.O. BOX 30057
IDENTIFICATION NUMBER                                    LANSING MI 48909-7557
- --------------------------------------------------------------------------------------------------------------



Corporate Name and Mailing Address

        CMI-TRANSPORTATION, INC.
        30333 SOUTHFIELD RD.
        SOUTHFIELD MI 48076

                                                FILED BY DEPARTMENT JUN 30 1998

                                                                     
Registered Office Address in Michigan - NO., STREET, CITY, ZIP          Resident Agent
     30333 SOUTHFIELD RD.                                               RAY H. WITT
     SOUTHFIELD                           48076



IF THERE ARE CHANGES FROM YOUR PREVIOUS FILING, YOU MUST COMPLETE ITEMS 1
THROUGH 6.

                                                                                       
1. Mailing address of registered office if different that preprinted information above    2. Resident Agent if different than above

                                                                                                Richard A. Nawrocki



3. Address of registered office if different than preprinted information above
   NO., STREET, CITY, ZIP

4. Describe the general nature and kind of business in which the corporation is
   engaged:


- --------------------------------------------------------------------------------------------
                                             
5.                      NAME                            BUSINESS OR RESIDENCE ADDRESS
- --------------------------------------------------------------------------------------------
           President
                    Richard A. Nawrocki            30333 Southfield Rd. Southfield, MI 48076
           ---------------------------------------------------------------------------------
           Vice President
   If               Robert Fiolek                  30333 Southfield Rd. Southfield, MI 48076
different  ---------------------------------------------------------------------------------
  than     Secretary
President           Larry D. Schwentor             30333 Southfield Rd. Southfield, MI 48076
           ---------------------------------------------------------------------------------
           Treasurer
               & Vice President Renee Weinman      30333 Southfield Rd. Southfield, MI 48076
- --------------------------------------------------------------------------------------------
           Director
   If               Ray H. Witt                    30333 Southfield Rd. Southfield, MI 48076
different  ---------------------------------------------------------------------------------
  than     Director
Officers            Robert Herr                    30333 Southfield Rd. Southfield, MI 48076
           ---------------------------------------------------------------------------------
           Director
                    Gary F. Ruff                   30333 Southfield Rd. Southfield, MI 48076
- --------------------------------------------------------------------------------------------


The corporation states that the address of its registered office and the address
of the business office of its resident agent are identical. Any changes were
authorized by resolution duly adopted by its board of directors.

If space is insufficient, you may include additional pages. PLEASE DO NOT STAPLE
ADDITIONAL PAGES TO THIS REPORT.

ENCLOSE $15.00 MADE PAYABLE TO THE STATE OF MICHIGAN. THIS REPORT MUST BE FILED
ON OR BEFORE MAY 15

                                                                                          
6. Signature of an authorized officer or agent of the corporation       Title                   Date
                /s/Larry D. Schwentor                                     Secretary                 5/11/98



Required by Section 911, Act 284, Public Acts of 1972, as amended. Failure to
file this report may result in the dissolution of the corporation.

GOLD SEAL APPEARS ONLY ON ORIGINAL



- -------------------------------------------------------------------------------
             MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
               CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- -------------------------------------------------------------------------------

Date Received                                       (FOR BUREAU USE ONLY)
JUN 21 1999
- -------------                                                FILED
- ---------------------------------
Name                                                      JUN 21 1999
          517-663-2525 Ref # 94118
Address   Attn: Cheryl J. Bixby                          Administrator
          MICHIGAN RUNNER SERVICE                  CORP., SECURITIES & LAND
City      P.O. Box 266                                    DEV. BUREAU
          Eaton Rapids, MI 48827
- ---------------------------------
                                               EFFECTIVE DATE:

  DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE

           CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
                    FOR USE BY DOMESTIC PROFIT CORPORATIONS
          (Please read information and instructions on the last page)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:

1. The present name of the corporation is: CMI - TRANSPORTATION, INC.

2. The identification number assigned by the Bureau is: 192-613

3. The location of its registered office is:

    30333 Southfield Road              Southfield, Michigan        48076
- -------------------------------------------------           ------------------
            (Street Address)              (City)                 (ZIP Code)

4. Article I of the Articles of Incorporation is hereby amended to read as
   follows:

   The name of the corporation is HAYES LEMMERZ INTERNATIONAL - TRANSPORTATION,
   INC.

Article IV of the Articles of Incorporation is hereby amended to read as
follows:

1. The address of the registered office is 15300 Centennial Drive, Northville,
   Michigan 48167.

3. The name of the resident agent at the registered office is Patrick B. Carey.

GOLD SEAL APPEARS ONLY ON ORIGINAL

5.   (FOR AMENDMENTS ADOPTED BY UNANIMOUS CONSENT OF INCORPORATORS BEFORE THE
     FIRST MEETING OF THE BOARD OF DIRECTORS OR TRUSTEES.)

     The foregoing amendment to the Articles of Incorporation was duly adopted
     on the _____day of _____,19_____, in accordance with the provisions of the
     Act by the unanimous consent of the incorporator(s) before the first
     meeting of the Board of Directors or Trustees.

               Signed this____________day of______________19_____.

___________________________________           __________________________________
           (Signature)                                  (Signature)

___________________________________           __________________________________
       (Type or Print Name)                          (Type or Print Name)

___________________________________           __________________________________
           (Signature)                                  (Signature)

___________________________________           __________________________________
       (Type or Print Name)                          (Type or Print Name)

6.   (FOR PROFIT CORPORATIONS, AND FOR NONPROFIT CORPORATIONS WHOSE ARTICLES
     STATE THE CORPORATION IS ORGANIZED ON A STOCK OR ON A MEMBERSHIP BASIS.)

     The foregoing amendment to the Articles of Incorporation was duly adopted
     on the 30th day of April, 1999 by the shareholders if a profit corporation,
     or by the shareholders or members if a nonprofit corporation (check one of
     the following)

     [ ] at a meeting. The necessary votes were cast in favor of the amendment.

     [ ] by written consent of the shareholders or members having not less than
         the minimum number of votes required by statute in accordance with
         Section 407(1) and (2) of the Act if a nonprofit corporation, or
         Section 407(1) of the Act if a profit corporation. Written notice to
         shareholders or members who have not consented in writing has been
         given. (Note: Written consent by less than all of the shareholders or
         members is permitted only if such provision appears in the Articles of
         Incorporation.)

     [X] by written consent of all the shareholders or members entitled to vote
         in accordance with section 407(3) of the Act if a nonprofit
         corporation, or Section 407(2) of the Act if a profit corporation.

               Signed this 17th day of June, 1999

               By /s/ William D. Shovers
                  -------------------------------------------
                     (Signature of President, Vice-President,
                         Chairperson, Vice-Chairperson)

                  William D. Shovers                      Vice-President
               --------------------------------------------------------------
                 (Type or Print Name)                  (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL



- --------------------------------------------------------------------------------
              MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
               CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received                                       (FOR BUREAU USE ONLY)
JUN 28 1999
- -------------------------                                  FILED

                                                        JUN 28 1999

                                                        ADMINISTRATOR
- -------------------------                   CORP., SECURITIES & LAND DEV. BUREAU
517-663-2525 Ref #94366
Attn: Cheryl J. Bixby
MICHIGAN RUNNER SERVICE
P.O. Box 266
Eaton Rapids, MI 48827                      EXPIRATION DATE: DECEMBER 31, 2004
- -----------------------

       DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE

                           CERTIFICATE OF ASSUMED NAME
  FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES

           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or limited
liability company in item one executes the following Certificate:

1.   The true name of the corporation, limited partnership, or limited liability
     company is: HAYES LEMMERZ INTERNATIONAL - TRANSPORTATION, INC.

2.   The identification number assigned by the Bureau is: 192-613

3.   The location of the corporation or limited liability company registered
     office in Michigan or the office at which the limited partnership records
     are maintained its:

     15300 Centennial Drive       Northville       Michigan       48167
     -------------------------------------------------------------------------
        (Street Address)             (City)         (State)      (ZIP Code)

4.   The assumed name under which business is to be transacted is:

     CMI-TRANSPORTATION, INC.

          COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE
          ENTITY.

               Signed this 17th day of June, 1999

               By /s/ William D. Shovers
                  ------------------------------
                          (Signature)

               William D. Shovers                           Vice President
           ---------------------------------------------------------------------
              (Type or Print Name)                       (Type or Print Title)

          ______________________________________________________________________
            (Limited Partnerships Only - Indicate Name of General Partner if a
                              corporation or other entity)

GOLD SEAL APPEARS ONLY ON ORIGINAL


- --------------------------------------------------------------------------------
               MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
                          BUREAU OF COMMERCIAL SERVICES
- --------------------------------------------------------------------------------
Date Received                                              (FOR BUREAU USE ONLY)
- --------------
                                                                   FILED

- --------------                                                  APR 22 2002

                 This document is effective
                 on the date filed, unless a              CIS Administrator
                 subsequent effective date         BUREAU OF COMMERCIAL SERVICES
                 within 90 days after received
                 date is stated in the document.

- -------------------------------------------------------
Name
   Kelly Brushaber
- -------------------------------------------------------
Address
   15300 Centennial Drive
- -------------------------------------------------------
City                State               Zip Code
   Northville         MI                 48167            EFFECTIVE DATE:
- -------------------------------------------------------

  DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE.
     IF LEFT BLANK DOCUMENT WILL BE MAILED TO THE REGISTERED OFFICE.

   CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT
   FOR USE BY DOMESTIC AND FOREIGN CORPORATIONS AND LIMITED LIABILITY COMPANIES
           (Please read information and instructions on reverse side)

     Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act 23,
Public Acts of 1993 (limited liability companies), the undersigned corporation
or limited liability company executes the following Certificate:

1.   The name of the corporation or limited liability company is:

     Hayes Lemmerz International - Transportation, Inc.

2.   The identification number assigned by the Bureau is: 192-613

3.   a. The name of the resident agent on file with the Bureau is:
     Patrick B. Carey

     b. The location of the registered office on file with the Bureau is:

          15300 Centennial Drive, Northville               Michigan    48167
          -----------------------------------------------,          ------------
            (Street Address)               (City)                    (ZIP Code)

     c. The mailing address of the above registered office on file with the
        Bureau is:

          Same as above
         ------------------------------------------------, Michigan ____________
            (Street Address or P.O. Box)   (City)                    (ZIP Code)

  ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD

4.   a. The name of the resident agent is: Patrick C. Cauley

     b. The address of the registered office is:

          15300 Centennial Drive,       Northville        Michigan     48167
          ----------------------------------------------,          -------------
            (Street Address)              (City)                    (ZIP Code)

     c. The mailing address of the registered office IF DIFFERENT THAN 4B is:

          ________________________________________________, Michigan __________
            (Street Address or P.O. Box)   (City)                    (ZIP Code)

5.   The above changes were authorized by resolution duly adopted by: 1. ALL
     CORPORATIONS: its Board of Directors; 2. PROFIT CORPORATIONS ONLY: the
     resident agent if only the address of the registered office is changed, in
     which case a copy of this statement has been mailed to the corporation; 3.
     LIMITED LIABILITY COMPANIES: an operating agreement, affirmative vote of a
     majority of the members pursuant to section 502(1), managers pursuant to
     section 405, or the resident agent if only the address of the registered
     office is changed.

6.   the corporation or limited liability company further states that the
     Address of its registered office and the address of its resident agent, as
     changed, are identical.

Signature                          Type or Print Name and Title    Date Signed
          /s/ Larry Karenko        Larry Karenko, Vice President   April 9, 2002
          ----------------------

GOLD SEAL APPEARS ONLY ON ORIGINAL

EX-3.64

                                                                    EXHIBIT 3.64

                                                                      Page No. 1



                                    BY-LAWS
                            CMI TRANSPORTATION,INC.

                                    ARTICLE I

                                  CAPITAL STOCK

         SEC. 1. CAPITAL STOCK. The Capital of this Corporation shall be divided
into Fifty Thousand (50,000) shares of Common Stock

         SEC. 2. CERTIFICATE OF SHARES. The Certificates for shares of the
Capital Stock of this Company shall be in such form, not inconsistent with the
Articles of Incorporation, as shall be approved by the Board of Directors. The
Certificates shall be signed by any of the following persons: The Chairman of
the Board; Vice-Chairman of the Board; President; Vice-President; and by any of
the following persons: The Treasurer; Assistant Treasurer; Secretary or
Assistant Secretary.

         SEC. 3. TRANSFER OF SHARES. Shares of the Capital Stock of the Company
shall be transferred by endorsement of the certificates representing said shares
by the registered holder thereof or his attorney, and its surrender to the
Secretary for cancellation. Whereupon the Secretary shall issue to the
transferee or transferees, as specified by the endorsement upon the surrendered
certificate, new certificates for a like number of shares. Transfers shall be
made only upon the books of the Company and upon said surrender and
cancellation; and shall entitle the transferee to all the privileges, rights and
interests of a shareholder of this Company.

         SEC. 4. SHAREHOLDERS ENTITLED TO VOTE AND RECEIVE DIVIDENDS. The Board
of Directors shall have the right to fix a date as the record date for the
determination of the shareholders entitled a) to vote at any meeting of
shareholders, or b) to receive any dividend or exercise any right; provided that
said record date shall not be more than sixty days or less than ten days before
the date of the said meeting, nor more than sixty days prior to the date for the
payment of said dividend or for the exercise of said right.

         SEC. 5. LIEN. The Corporation shall have a security interest, subject
to the provisions of the Michigan Uniform Commercial Code, in all stock to
secure the payment of any indebtedness owing the corporation by any shareholder.
The said shareholder shall deliver his stock to the Corporation at the same time
that the debt is incurred. The Corporation shall return the said shares when the
indebtedness is discharged.

         SEC. 6. LOST CERTIFICATES. In case of the loss of any certificate of
shares of stock, upon due proof by the registered holder or his representatives,
by affidavit of such loss, the Secretary shall issue a duplicate certificate in
its place, upon the corporation being fully indemnified therefor.



                                                                      Page No. 2

                               BY-LAWS (Continued)

         SEC. 7. DIVIDENDS. The Board of Directors, in its discretion, from time
to time, may declare dividends upon the Capital Stock from the surplus.

         SEC. 8. FISCAL YEAR. The fiscal year of the Company shall end on the
31st day of May in each year.

         SEC. 9. CORPORATE SEAL. The Board of Directors shall provide a suitable
corporate seal, which seal shall be in charge of the Secretary, and shall be
used by him.

                                   ARTICLE II

                             SHAREHOLDERS' MEETINGS

         SEC. 1. ANNUAL MEETING. Meetings of the Shareholders of the Company
shall be held annually at the registered office of the Company at 10:00 o'clock,
A.M. on the 15th day of September      , of each year not a legal holiday, and
if a legal holiday, then on the day following for the purpose of electing
directors and for the transaction of such other business as may be brought
before the meeting.

         SEC. 2. SPECIAL MEETINGS. Special meetings of the shareholders may be
called by the Board of Directors or by any of the Officers of the Corporation.
Special meetings of the Corporation may be called by any shareholder selected to
call said meeting by shareholder's of record owning a majority in amount of the
voting capital stock of the company.

         SEC. 3. NOTICE. Written notice of the time, place and purposes of a
meeting of shareholders shall be given, either personally or by mail, to each
shareholder of record entitled to vote at the meeting, not less than ten nor
more than sixty days before the date of the meeting. Attendance of a person at a
meeting of shareholders, in person or by proxy, constitutes a waiver of the
notice of the meeting, except when a shareholder attends a meeting for the
express purpose of objecting at the beginning of the meeting to the transaction
of any business because the meeting is not lawfully called or convened.

         SEC. 4. QUORUM. The holder of shares entitled to cast a majority of the
votes at a meeting constitute a quorum at the said meeting. The shareholders
present in person, or by proxy, at such meeting may continue to do business
until adjournment notwithstanding the withdrawal of enough shareholders to leave
less than a quorum. Whether or not a quorum is present, the meeting may be
adjourned by a vote of the shares present.

         SEC. 5. VOTING. Each outstanding share of stock is entitled to one vote
on each matter submitted to a vote. The votes shall be cast orally unless the



                                                                      Page No. 3

                              BY-LAWS (Continued)

holders of a majority of the shares present and entitled to vote at said meeting
shall determine that the vote shall be in writing; provided that the vote for
the Directors shall be in writing; and the Directors shall be voted for at one
time as a group on one ballot; and shall not be voted for individually one at a
time. Any shareholder may vote in person or by proxy provided that the proxy
shall be signed by the shareholder or his authorized agent or representative.
Any proxy shall not be valid after the expiration of three years from its date
unless otherwise provided in the proxy.

         SEC. 6. INSPECTORS. If a shareholder present in person or by proxy at a
meeting and entitled to vote at said meeting requests the appointment of
inspectors, the presiding officer at said meeting shall appoint one or more
inspectors who shall determine the number of shares outstanding; and the voting
power of each; the shares represented at the meeting; the existence of a quorum,
the validity and effect of proxies; and said inspector or inspectors shall
receive votes, ballots or consents; hear and determine challenges and questions
arising in connection with the right to vote; count and tabulate votes; ballots
or consents; determine the result; and do such acts as are proper to conduct the
election or vote with fairness to all shareholders.

         SEC. 7. ORGANIZATION. The President shall call meetings of the
shareholders to order and shall act as Chairman of such meetings, unless
otherwise determined by the holders of a majority of all the shares of the
capital stock issued outstanding, present in person or by proxy. The Secretary
of the Company shall act as Secretary of all meetings of the Company, but in the
absence of the Secretary at any meeting of the shareholders or his inability to
act as Secretary, the presiding officer may appoint any person to act as
Secretary of the meeting.

         SEC. 8. NOTICE. All notices to the shareholders, directors or officers
of the company shall be mailed to the address designated by that person for the
purpose of said notice; or if no address is designated, at his last known
address. The said notice is deemed to have been served when it is deposited with
postage thereon, prepaid, in a U. S. Post Office or U. S. Mail Box.

         SEC. 9. NEW SHAREHOLDERS. Every person becoming a shareholder in this
Company shall be deemed to assent to these By-Laws. Said person shall deliver to
the Secretary, the address to which he desires notices to be sent. All notices
mailed to said address shall be deemed to have been properly served upon said
new shareholder. Any person who fails to so designate his address to the said
Secretary, shall be deemed to have waived any and all notices.



                                                                      Page No. 4

                              BY-LAWS (Continued)

                                   ARTICLE III

                                    DIRECTORS

         SEC. 1. NUMBER, CLASSIFICATION AND TERM OF OFFICE.

A. The business and affairs of the corporation shall be managed by the Board of
Directors.

B. The number of Directors shall be 3; but the number may be changed from time
to time by the amendment of these By-Laws. The first Board of Directors shall
hold office until the first annual meeting of shareholders. At the first meeting
of the shareholders and at each annual meeting thereafter, the shareholders
shall elect directors to hold office until the succeeding annual meeting. A
director shall hold office for the term for which he is elected and until his
successor is elected and qualified or until his resignation or removal.

         SEC. 2. PLACE OF MEETING. The Directors may hold their meetings in such
place or places within or without this State as a majority of the Board of
Directors may, from time to time determine.

         SEC. 3. MEETINGS. Meetings of the Board of Directors may be called at
any time by the President or the Secretary or by a majority of the Board of
Directors. The Directors shall be notified in writing of the time, place and
purpose of all meetings of the Board at least three days prior to the date
scheduled for said meeting with the exception of the annual meeting of the Board
of Directors, for which no notice shall be provided, and which shall be held
immediately after the annual meeting of the shareholders. Attendance of a
director at a meeting constitutes a waiver of notice of said meeting, except
where the director attends the meeting for the express purpose of objecting to
the transaction of any business because the meeting is not lawfully called or
convened.

         SEC. 4. QUORUM. A majority of the members of the Board then in office
constitutes a quorum for the transaction of business. The vote of the majority
of members present at a meeting at which a quorum is present constitutes the
action of the Board; provided that amendment of the By-Laws by the Board of
Directors requires the vote of not less than a majority of the members of the
Board then in office.

         SEC. 5. ACTION WITHOUT A MEETING. Any action which might be taken at a
meeting of the Board may be taken without a meeting if before or after the said
action all members of the Board consent thereto in writing. The written consents
shall be filed with the Minutes of the proceedings of the Board. The consent has
the same effect as a vote of the Board for all purposes.

         SEC. 6. VACANCIES. Vacancies in the Board of Directors may be filled by
the affirmative vote of a majority of the remaining Directors though less



                                                                      Page No. 5

                              BY-LAWS (Continued)

than a quorum of the Board, for a term of office continuing only until the next
election of Directors by the shareholders.

         SEC. 7. COMPENSATION. No Director shall receive any salary or
compensation for his services as Director unless otherwise especially ordered by
the Board of Directors or by the By-Laws.

                                   ARTICLE IV

                                    OFFICERS

         SEC. 1. At the annual meeting of the Board of Directors the Board shall
select a President, a Secretary and a Treasurer and may select one or more vice
Presidents, Assistant Secretaries and Assistant Treasurers who shall serve for
the period of one year or until their successors shall be chosen. Two or more
offices may be held by the same person but an officer shall not execute,
acknowledge or verify an instrument in more than one capacity if the instrument
is required by law or the Articles of Incorporation or By-Laws to be executed
and acknowledged or verified by two or more officers.

         SEC. 2. The Board of Directors may also appoint such other officers and
agents as they may deem necessary for the transaction of the business of the
Corporation. All officers and agents shall respectively have such authority and
perform such duties in the management of the property and affairs of the
Corporation as may be designated by the Board of Directors. Without limitation
of any right of an officer or agent to recover damages for breach of contract,
the Board of Directors may remove any officer or agent whenever, in their
judgment, the business interests of the Corporation will be served thereby.

         SEC. 3. The Board of Directors may secure the fidelity of any or all of
such officers by bond or otherwise.

                                    ARTICLE V

                               DUTIES OF OFFICERS

         SEC. 1. PRESIDENT. The President shall be the chief executive officer
of the Company, and in the recess of the Board of Directors shall have the
general control and management of its business and affairs, subject, however, to
the right of the Board of Directors to delegate any specific power except such
as may be by statute exclusively conferred upon the President, to any other
officer or officers of the Company. He shall preside at all meetings of the
Directors and all meetings of the shareholders, unless otherwise determined by a
majority of all the shares of the capital stock issued and outstanding, present
in person or by proxy.



                                                              Page No. 6

                              BY-LAWS (Continued)

         SEC. 2. VICE-PRESIDENT. In case the office of President shall become
vacant by death, resignation, or otherwise, or in case of the absence of the
President, or his disability to discharge the duties of his office, such duties
shall, for the time being, devolve upon the Vice-President who shall do and
perform such other acts as the Board of Directors may, from time to time,
authorize him to do.

         SEC. 3. TREASURER. The Treasurer shall have custody and keep account of
all money, funds and property of the Company, unless otherwise determined by the
Board of Directors, and he shall render such accounts and present such statement
to the Directors and President as may be required of him. He shall deposit all
funds of the Company which may come into his hands in such bank or banks as the
Board of Directors may designate. He shall keep his bank accounts in the name of
the Company, and shall exhibit his books and accounts, at all reasonable times,
to any Director of the Company upon application at the office of the Company
during business hours. He shall pay out money as the business may require upon
the order of the properly constituted officer or officers of the Company, taking
proper vouchers therefor; provided, however, that the Board of Directors shall
have power by resolution to delegate any of the duties of the Treasurer to other
officers, and to provide by what officers, if any, all bills, notes, checks,
vouchers, orders or other instruments shall be countersigned. He shall perform,
in addition, such other duties as may be delegated to him by the Board of
Directors.

         SEC. 4. SECRETARY. The Secretary of the Company shall keep the minutes
of all the meetings of the shareholders and Board of Directors in books provided
for that purpose; he shall attend to the giving and receiving of all notices of
the Company; he shall have charge of the certificate books, transfer books and
stock ledgers and such other books and papers as the Board of Directors may
direct; all of which, shall, at all reasonable times, be open to the examination
of any Director upon application at the office of Secretary, and in addition
such other duties as may be delegated to him by the Board of Directors.

         SEC. 5. CONTRACTS SIGNED BY OFFICERS. Any of the following officers,
President, Vice President, Secretary or Treasurer may sign any contracts of the
Corporation unless otherwise provided by the Board of Directors.

                                   ARTICLE VI

                                   AMENDMENTS

         The shareholders or the Board may alter, amend, repeal or make
additions to the By-Laws.



                                     BY-LAWS

                                       OF

                            CMI-TRANSPORTATION, INC.

                             A Michigan Corporation

                                    ARTICLE I

                              SHAREHOLDERS MEETINGS

         Section 1.        Annual Meeting. The Annual Meeting of the
shareholders shall be held in each year after the expiration of the fiscal year
of the Corporation at such time and place as shall be determined by the Board of
Directors, for the purpose of electing Directors and of transacting such other
business as may properly be brought before the meeting.

         Section 2.        Order of Business. The order of business at the
Annual Meeting of the shareholders shall be as follows:

         (a)      Roll call;

         (b)      Reading of notice and proof of mailing;

         (c)      Annual reports of officers consisting of discussion of:
                  balance sheet as of the end of the preceding fiscal year;
                  statement of income for such fiscal year and if prepared by
                  the Corporation, a statement of source and application of
                  funds for such fiscal year;

         (d)      Election of Directors;

         (e)      Transaction of other business as follows:

                  Unfinished business
                  New business;

         (f)      Adjournment;

provided that in the absence of any objection, the presiding officer may vary
the order of business at his discretion.

         Section 3.        Special Meetings. A Special Meeting of the

                                       -1-



shareholders may be called to be held at such time and place as may be
designated by the Chairman of the Board, a majority of the Board of Directors,
or not less than an aggregate of ten percent (10%) of the outstanding shares of
stock of the Corporation having the right to vote at such Special Meeting.

         Upon receipt of a notification in writing setting forth the time, place
and purpose of such proposed Special Meeting, signed by the Chairman of the
Board, a majority of the Board of Directors or not less than an aggregate of ten
percent (10%) of the outstanding shares of stock of the Corporation having a
right to vote at such Special Meeting, the Secretary of this Corporation shall
prepare, sign and mail the notice requisite to such meeting.

         Section  4.       Notice of Meetings. Written notice of the time, place
and purposes of every meeting of the shareholders of this Corporation shall be
given either personally or by mail not less than ten (10) nor more than sixty
(60) days before said meeting upon each shareholder of record of the Corporation
entitled to vote at such meeting. Notices shall state the authority pursuant to
which they are issued as, "by order of" the "Chairman of the Board", "Board of
Directors", or "shareholders".

         Section 5.        Waiver of Notice. Notice of the time, place and
purpose of any meeting of the shareholders of this Corporation may be waived by
telegram, radiogram, cablegram, or other writing either before or after such
meeting has been held.

         Attendance of a person at a meeting of shareholders, in person or by
proxy, constitutes a waiver of notice of the meeting, except when the
shareholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.

                                       -2-



         Section  6.       Electronic Participation. A shareholder shall be
deemed to be present in person at a meeting of shareholders if such shareholder
participates in a meeting of shareholders by a conference telephone or similar
communications equipment by which all persons participating in the meeting can
hear each other and all participants are advised of the communications equipment
and the names of the participants in the conference are divulged to all
participants.

         Section 7.        Quorum. At every meeting of the shareholders, the
holders of record of a majority of the outstanding shares of stock of the
Corporation entitled to vote at such meeting, whether present in person or
represented by proxy, shall constitute a quorum. If less than a quorum shall be
present at any meeting of shareholders, those holders of record of outstanding
shares of stock of the Corporation entitled to vote at such meeting, present in
person or represented by proxy, may adjourn the meeting from time to time
without further notice other than by announcement at the meeting, until a quorum
shall have been obtained, at which time any business may be transacted which
might have been transacted at the meeting as first convened, had there been a
quorum.

         Section 8.        Record Date. The Board of Directors may fix in
advance a date not exceeding sixty (60) days nor less than ten (10) days
preceding the original date fixed for any meeting of shareholders, or the date
for the payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock shall go into
effect, as a record date for the determination of the shareholders entitled to
notice of, and to vote at, any such meeting, or entitled to receive payment of
any such dividend, or to any such allotment of rights, or to exercise the rights
in respect of any such change, conversion or exchange of capital stock. In such
case, such shareholders and only such shareholders as shall be shareholders of
record on the date so fixed shall be entitled to such notice

                                       -3-



of, and to vote at, such meeting, or to receive payment of such dividend, or to
receive such allotment of rights, or to exercise such rights, as the case may
be, notwithstanding any transfer of any stock on the books of the Corporation or
otherwise after any such record date is fixed as aforesaid. Nothing in this
Section shall affect the rights of a shareholder and his transferee or
transferor as between themselves.

         Section  9.       Inspection of List of Shareholders. The officer or
agent having charge of the stock transfer books for shares of the Corporation
shall make and certify a complete list of the shareholders entitled to vote at a
shareholders meeting or any adjournment thereof. The list shall:

         (a)      Be arranged alphabetically within each class and series, with
                  the address of and the number of shares held by each
                  shareholder.

         (b)      Be produced at the time and place of the meeting.

         (c)      Be subject to inspection by any shareholder during the whole
                  time of the meeting.

         (d)      Be prima facie evidence as to who are the share-holders
                  entitled to examine the list or to vote at the meeting.

         Section 10.       Inspectors of Election. The Board, in advance of a
shareholders meeting, may appoint one or more inspectors to act at the meeting
or any adjournment thereof. If inspectors are not so appointed, the person
presiding at a shareholders meeting may, and on request of a shareholder
entitled to vote thereat shall, appoint one (1) or more inspectors. In case a
person appointed fails to appear or act, the vacancy may be filled by
appointment made by the Board in advance of the meeting or at the meeting by the
person presiding thereat.

         The inspectors shall determine the number of shares outstanding and the
voting power of each, the shares represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots or
consents, hear

                                       -4-



and determine challenges and questions arising in connection with the right to
vote, count and tabulate votes, ballots or consents, determine the result, and
do such acts as are proper to conduct the election or vote with fairness to all
shareholders. On request of the person presiding at the meeting or a shareholder
entitled to vote thereat, the inspectors shall make and execute a written report
to the person presiding at the meeting of any of the facts found by them and
matters determined by them.

         Section 11.       Voting Rights. At all times, each holder of record of
the common stock of the Corporation shall be entitled to one vote for each share
of common stock standing in his name on the books of the Corporation, subject,
however, to the full effect of the limitations imposed by the fixed record date
for determination of shareholders set forth elsewhere in this Article. A vote
may be cast either orally or in writing as determined by the Chairman of the
meeting.

         When an action other than the election of Directors is to be taken by
vote of the shareholders, it shall be authorized by a majority of the votes cast
by the holders of shares entitled to vote thereon. Directors shall be elected by
a plurality of the votes cast at an election.

         Section 12.       Vote by Shareholder Corporation. Shares standing in
the name of another domestic or foreign corporation may be voted by an officer
or agent, or by proxy appointed by an officer or agent or by some other person,
who by action of its board or pursuant to its by-laws shall be appointed to vote
such shares.

         Section 13.       Action by Unanimous Written Consent. Any action
required or permitted to be taken at an Annual or Special Meeting of
shareholders may be taken without a meeting, without prior notice and without a
vote, if all the shareholders entitled to vote thereon consent thereto in
writing.

                                      -5-



                                   ARTICLE II

                   SHAREHOLDER INSPECTION OF BOOKS OF ACCOUNT
                    AND STOCK BOOKS: REPORTS TO SHAREHOLDERS

         Section 1.        Books of Account and Stock Books. The Corporation
shall keep books and records of account and minutes of the proceedings of the
shareholders, board and executive committee, if any. The Corporation shall keep
at its registered office, or at the office of its transfer agent within or
without this state, records containing the names and addresses of all
share-holders, the number, class and series of shares held by each and the dates
when they respectively became holders of record thereof. Any of such books,
records or minutes may be in written form or in any other form capable of being
converted into written form within a reasonable time. The Corporation shall
convert into written form without charge any such record not in such form upon
written request of a person entitled to inspect them.

         Section 2.        Financial Statements. Within four months of the end
of its fiscal year, the Corporation shall mail to each shareholder its balance
sheet as of the end of the preceding fiscal year; its statement of income for
such fiscal year; and, if prepared by the Corporation, its statement of source
and application of funds for such fiscal year. The same shall be furnished to
any shareholder at any time upon written request from such shareholder.

         Section 3.        Examination of Stock Books. A person who is a
shareholder of record of the Corporation, upon at least ten (10) days' written
demand, may examine for any proper purpose in person or by agent or attorney,
during usual business hours, its minutes of shareholders meeting and record of
shareholders and make extracts therefrom, at the places where they are kept.

                                       -6-



         Section 4.        Circuit Court. The Corporation recognizes that upon
proof by a shareholder of a proper purpose, a circuit court may compel
production for examination by the shareholder of the books and records of
account, minutes, and record of shareholders of the Corporation, and may allow
the shareholder to make extracts therefrom.

                                   ARTICLE III

                                  CAPITAL STOCK

         Section 1.        Certificates. Every shareholder of this Corporation
shall be entitled to a certificate of his shares signed by the President or Vice
President and the Secretary or Assistant Secretary, certifying the number and
class of shares represented by such certificate; provided that where such
certificate is signed by a transfer agent acting on behalf of this Corporation,
and by a registrar, the signature of any such President, Vice President,
Secretary or Assistant Secretary may be facsimile.

         Section 2.        Transfer. Shares shall be transferable only on the
books of the Corporation by the person named in the certificate, or by attorney
lawfully constituted in writing, and upon surrender of the certificates
therefor. A record shall be made of every such transfer and issue. Whenever any
transfer is made for collateral security and not absolutely, the fact shall be
so ex-pressed in the entry of such transfer.

         Section 3.        Shareholders. The Corporation shall have the right to
treat the registered holder of any share as the absolute owner thereof, and
shall not be bound to recognize any equitable or other claim to, or interest in,
such share on the part of any other person, whether or not the Corporation shall
have express

                                       -7-



or other notice thereof, save as may be otherwise provided by statute.

         Section 4.        Lien for Stockholders Indebtedness. The Corporation
shall have a lien upon the capital stock of any holder thereof who is indebted
to the Corporation in any way and shall have the right to cancel the holder's
right in such amount of the capital stock as is equivalent to such indebtedness
in payment and satisfaction thereof and the discharge of such lien. Further, the
Corporation shall have the right to not accept any transfer of capital stock by
the holder thereof which will impair the security of its lien for the balance
of the indebtedness then owing by such holder to the Corporation.

         Section 5.        Transfer Agent and Registrar. The Board of Directors
may appoint a transfer agent and a registrar of transfer, and may require all
certificates of shares to bear the signature of such transfer agent and of such
registrar of transfers.

         Section 6.        Regulations. The Board of Directors shall have power
and authority to make such rules and regulations as the Board shall deem
expedient regulating the issue, transfer and registration of certificates for
share of this Corporation.

                                   ARTICLE IV

                               BOARD OF DIRECTORS

         Section 1.        Number and Term of Office. The business, property and
affairs of the Corporation shall be managed by a Board of Directors composed of
four (4) members who need not be shareholders. The number of Directors for the
initial Board of Directors shall be determined by the shareholders, and
thereafter, the number of Directors shall be determined from time to time by
resolution adopted by a majority of the Board. At

                                       -8-



each Annual Meeting of shareholders, the shareholders shall elect Directors to
hold office until the succeeding Annual Meeting. A Director shall hold office
for the term for which he is elected and until his successor is elected and
gualified, or until his resignation or removal. A Director may resign by written
notice to the Corporation. The resignation is effective upon its receipt by the
Corporation or a subsequent time as set forth in the notice of resignation.

         Section 2.        Vacancies. A vacancy occurring in the Board may be
filled by the affirmative vote of a majority of the remaining Directors though
less than a quorum of the Board. A directorship to be filled because of an
increase in the number of Directors or to fill a vacancy may be filled by the
Board for a term of office continuing only until the next election of Directors
by the shareholders.

         Section 3.        Organizational Meeting. At the place of holding the
Annual Meeting of shareholders and immediately following the same, the Board of
Directors as constituted upon final adjournment of such Annual Meeting shall
convene without notice for the purpose of electing officers and transacting any
other business properly brought before it; provided, that the organizational
meeting in any year may be held at a different time and place than that herein
provided by consent of a majority of the Directors of such new Board.

         Section 4.        Regular Meetings. Regular Meetings of the Board of
Directors shall be held at such time and place as the Board of Directors shall
from time to time determine by resolution of the Board of Directors or by Waiver
of Notice and Consent. No notice of Regular Meetings of the Board shall be
required.

         Section 5.        Special Meetings. Special Meeting of the Board of
Directors may be called by the Chairman of the Board or

                                       -9-



a majority of the Directors in office at the time of the call, whenever in his
or their judgment it may be necessary, by giving reasonable notice, either
personally or by mail or telegram, of the time and place of such meeting. Any
action taken at any such meeting shall not be invalidated for want of notice if
such notice shall be waived as herein provided.

         Section 6.        Waiver of Notice. Notice of the time and place of any
meeting of the Board of Directors of this Corporation may be waived in writing
or by telegram, radiogram, or cablegram, either before or after such meeting has
been held.

         Section 7.        Purpose. Neither the business to be transacted nor
the purpose of a Regular or Special Meeting need be specified in the notice or
waiver of notice of the meeting.

         Section 8.        Electronic Participation. A member of the Board or a
committee designated by the Board may participate in a meeting by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other. Participation in a
meeting pursuant to this subsection constitutes presence in person at the
meeting.

         Section 9.        Quorum. A majority of the Directors in office or of
the members of a committee thereof at the time of a meeting of the Board shall
constitute a quorum for the transaction of business. If there shall be less than
a quorum present at any meeting of the Board of Directors, a majority of the
Directors present may adjourn the meeting from time to time without notice other
than announcement at the meeting until a quorum shall be present, at which time
any business may be transacted which might have been transacted at the meeting
as first convened had there been a quorum present. The acts of a majority of the
Directors present at any meeting at which a quorum is present shall be the

                                      -10-



acts of the Board or of the committee except that amendment of the By-Laws
requires the vote of not less than a majority of the members of the Board then
in office.

         Section 10.       Appointment of Committees. The Board may designate
one (1) or more committees, each committee to consist of one (1) or more of the
Directors of the Corporation. The Board may designate one (1) or more Directors
as alternate members of a committee, who may replace an absent or disqualified
member at a meeting of the committee. In the absence or disqualification of a
member of a committee, the members thereof present at a meeting and not
disqualified from voting, whether or not they constitute a quorum, may
unanimously appoint another member of the Board to act at the meeting in place
of such an absent or disqualified member. A committee, and each member thereof,
shall serve at the pleasure of the Board.

         Section 11.       Powers of Committees. A committee to the extent
provided in the resolution of the Board, may exercise all powers and authority
of the Board in management of the business and affairs of the Corporation.
However, such a committee does not have power or authority to:

         (a)      Amend the Articles of Incorporation;

         (b)      Adopt an agreement of merger or consolidation;

         (c)      Recommend to shareholders the sale, lease or exchange of all
                  or substantially all of the Corporation's property and assets;

         (d)      Recommend to shareholders a dissolution of the Corporation or
                  a revocation of a dissolution;

         (e)      Amend the By-Laws of the Corporation;

         (f)      Fill vacancies in the Board of Directors;

         (g)      Fix compensation of the Directors for serving on the Board or
                  on a committee; or

         (h)      Declare a stock dividend or authorize the issuance of

                                      -11-



                  stock (unless the resolution appointing the committee
                  expressly provided that the committee may do so).

         Section 12.       Action by Unanimous Written Consent. Action required
or permitted to be taken pursuant to authorization voted at a meeting of the
Board or a committee thereof, may be taken without a meeting if, before or after
the action, all members of the Board or of the committee consent thereto in
writing. The written consents shall be filed with the minutes of the proceedings
of the Board or the committee. The consent has the same effect as a vote of the
Board or committee for all purposes.

         Section 13.       Election of Officers. The Board of Directors of the
Corporation shall select a President, a Secretary and a Treasurer and may elect
a Chairman of the Board. None of said officers, except the Chairman of the
Board, need be a Director. The Board of Directors shall have the power to
appoint such other officers and agents as the Board may deem necessary for the
trans-action of the business of the Corporation, including the power to appoint
one or more Vice Presidents and one or more attorneys-in-fact to convey or deal
with corporate real estate.

         Section 14.       Removal of Officers and Agents. Any officer or agent
may be removed by the Board of Directors at any time, with or without cause. The
removal of an officer shall be without prejudice to his contract rights, if any.
The election or appointment of an officer does not of itself create contract
rights.

         Section 15.       Compensation. Reasonable compensation of Directors
and officers may be fixed by the Board.

         Section 16.       Payments to be Reimbursed. Any payments made to an
officer or employee of the Corporation such as salary, commission, bonus,
interest, or rent, or entertainment expense incurred by him, which shall be
disallowed in whole or in part as

                                      -12-



a deductible expense by the Internal Revenue Service, shall be reimbursed by
such officer or employee to the Corporation to the full extent of such
disallowance. The Directors shall enforce payment of each amount disallowed. In
lieu of payment by the officer or employee, subject to the determination of the
Directors, proportionate amounts may be withheld from his future compensation
payments until the amount owed to the Corporation has been recovered.

                                    ARTICLE V

                             DIVIDENDS AND RESERVES

         Section 1.        Sources. The Board of Directors shall have power and
authority to declare dividends from the following sources:

         (a)      From Earned Surplus (including current earnings);

         (b)      From Capital Surplus (including from appreciation of the value
                  of the assets of the Corporation);

         (c)      From any other source or sources which may be permitted by
                  statute.

         Section 2.        Manner of Payment. Dividends may be paid in cash,
in property, in obligations of the Corporation, or in shares of the capital
stock of the Corporation.

         Section 3.        Reserves. The Board of Directors shall have power and
authority to set apart, out of any funds available for dividends, such reserve
or reserves for any proper purpose, as the Board in its discretion shall
approve; and the Board shall have power and authority to abolish any reserve
created by the Board.

                                      -13-



                                   ARTICLE VI

                       TRANSACTIONS WITH THE CORPORATION:
                   LOANS TO DIRECTORS, OFFICERS OR EMPLOYEES

         Section 1.        Interested Directors. A contract or other transaction
between the Corporation and one or more of its Directors or officers, or between
the Corporation and a foreign or domestic corporation, firm or association of
any type or kind in which one or more of its directors or officers are directors
or officers, or are otherwise interested, is not void or voidable solely because
of such common directorship, officership or interest, or solely because such
directors are present at the meeting of the Board or committee thereof which
authorizes or approves the contract or transaction, or soley because their votes
are counted for such purpose if any of the following conditions is satisfied:

         (a)      The contract or other transaction is fair and reasonable to
                  the Corporation when it is authorized, approved or ratified;

         (b)      The material facts as to his relationship or interest and as
                  to the contract or transaction are disclosed or known to the
                  Board or committee and the Board or committee authorizes,
                  approves or ratifies the contract or transaction by a vote
                  sufficient for the purpose without counting the vote of any
                  common or interested director;

         (c)      The material facts as to his relationship or interest and as
                  to the contract or transaction are disclosed or known to the
                  shareholders, and they authorize, approve or ratify the
                  contract or transaction.

         Section 2.        Loans to Directors, Officers, or Employees. The
Corporation may lend money to, or guarantee an obligation of, or otherwise
assist an officer or employee of the Corporation or of its subsidiary, including
an officer or employee who is a Director of the Corporation or its subsidiary,
when, in the judgments of the Board, the loan, guaranty or assistance may
reasonably

                                      -14-



be expected to benefit the Corporation. The loan, guaranty or assistance may be
with or without interest, and may be unsecured or secured in such manner as the
Board approves, including without limitation, a pledge of shares of stock of the
Corporation. Nothing in this section shall be deemed to deny, limit or restrict
the powers of guaranty or warranty of the Corporation at common law or under any
statute.

                                  ARTICLE VII

                                    OFFICERS

         Section 1.        Chairman of the Board. The Chairman of the Board
shall be selected by and from the membership of the Board of Directors. He shall
preside at all meetings of the shareholders and of the Board of Directors.

         Section 2.        President. The President shall be the chief executive
officer of the Corporation. He shall, subject to the control of the Board of
Directors, have general and active management of the business of the
Corporation, with such general powers and duties of supervision and management
as are usually vested in the office of President of a corporation. He shall see
that all orders and resolutions of the Board of Directors are carried into
effect, and shall have such other powers and duties as may be assigned to him by
the Board of Directors.

         Section 3.        Vice Presidents. The Board of Directors may select
one or more Vice Presidents who, subject to the control of the President, shall
have such powers and duties as may be assigned to each of them by the Board of
Directors.

         Section 4.        Secretary. The Secretary shall be selected by the
Board of Directors. Subject to the control of the Chairman of the Board, he
shall attend all meetings of shareholders and of

                                      -15-



the Board of Directors, and shall preserve in books of the Corporation, true
minutes of the proceedings of all such meetings. He shall have such additional
powers and duties as may be assigned to him by the Board of Directors.

         Section 5.        Treasurer. The Treasurer shall be selected by the
Board of Directors. Subject to the control of the President, he shall have
custody of all corporate funds and securities, and shall keep in books belonging
to the Corporation full and accurate accounts of all receipts and disbursements.
He shall deposit all moneys, securities and other valuable effects in the name
of the Corporation in such depositories as may be designated for the purpose by
the Board of Directors. He shall disburse the funds of the Corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the Chairman of the Board and the Directors at regular meetings of the
Board and whenever requested by them and to the President, an account of all his
transactions as Treasurer. He shall in general perform all duties incident to
the office of Treasurer, and shall have such additional powers and duties as may
be assigned to him by the Board of Directors.

                                  ARTICLE VIII

                            EXECUTION OF INSTRUMENTS

         Section 1.        Money Instruments. All checks, drafts and orders for
payment of money shall be signed in the name of the Corporation, and shall be
countersigned by such officers or agents and in such manner including the use of
facsimile signatures as the Board of Directors shall from time to time designate
for that purpose.

         Section 2.        Other Instruments.  The Board of Directors shall have
power to designate the officers and agents who shall

                                      -16-



have authority to execute any contract, conveyance or other instrument or
document on behalf of the Corporation. When the execution of any contract,
conveyance or other instrument or document has been authorized without
specification of the executing officers, the Chairman of the Board or President
may execute the same in the name and on behalf of the Corporation, or any Vice
President, and the Secretary or Assistant Secretary may execute the same in the
name and on behalf of the Corporation.

                                   ARTICLE IX

                  LIMITATION OF PERSONAL LIABILITY OF DIRECTORS
                                       AND
                          INDEMNIFICATION OF OFFICERS,
                         DIRECTORS, EMPLOYEES AND AGENTS

         Section 1.        Limitation of Personal Liability of Directors. A
director of the Corporation shall not be personally liable to the Corporation or
its shareholders for monetary damages for a breach of the director's fiduciary
duty. However, this by-law provision does not eliminate or limit the liability
of a director for any of the following:

                  (i)      A breach of the director's duty of loyalty to the
                           Corporation or its shareholders.

                  (ii)     Acts or omissions not in good faith or that involve
                           intentional misconduct or knowing violation of the
                           law.

                  (iii)    A violation of Section 551(1) of the Michigan
                           Business Corporation Act.

                  (iv)     A transaction from which the director derived an
                           improper personal benefit.

                  (v)      An act or omission occurring before March 1, 1987.

                                    [So that the reader may understand the above
                                    reference to Section 551(1) of the Michigan
                                    Business Corporation Act, it is

                                      -17-



                           extracted as follows:

                                    "(1) In addition to any other liability
                                    imposed by this act or other law upon
                                    directors of a corporation, directors who
                                    vote for, or concur in, any of the following
                                    corporate actions are jointly and severally
                                    liable to the corporation for the benefit of
                                    its creditors or shareholders, to the extent
                                    of any legally recoverable injury suffered
                                    by such persons as a result of the action
                                    but not to exceed the amount unlawfully paid
                                    or distributed:

                                             (a) Declaration of a dividend or
                                    other distribution of assets to shareholders
                                    contrary to this act or contrary to any
                                    restriction in the articles of incorporation
                                    or by-laws.

                                             (b) Purchase of shares of the
                                    corporation contrary to this act or contrary
                                    to any restriction in the articles or
                                    by-laws.

                                             (c) Distribution of assets to
                                    shareholders during or after dissolution of
                                    the corporation without paying, or
                                    adequately providing for, all known debts,
                                    obligations and liabilities of the
                                    corporation.

                                             (d) Making of a loan to an officer,
                                    director or employee of the corporation or
                                    of a subsidiary thereof contrary to this
                                    act.

                                    (2) A director is not liable under this
                                    section if he has complied with section 541.

                                    (3) A shareholder who accepts or receives a
                                    dividend or distribution with knowledge of
                                    facts indicating it is not authorized by
                                    this act is liable to the corporation in the
                                    amount accepted or received by him."

                           So that the reader may understand the above reference
                           to Section 541 of the Michigan Business Corporation
                           Act, it is extracted as follows:

                                    "A director or an officer shall discharge
                                    the duties of that position in good faith
                                    and with that degree of diligence, care, and
                                    skill which an

                                      -18-



                                    ordinarily prudent person would exercise
                                    under similar circumstances in a like
                                    position. In discharging his or her duties,
                                    a director or officer, when acting in good
                                    faith, may rely upon the opinion of counsel
                                    for the corporation, upon the report of an
                                    independent appraiser selected with
                                    reasonable care by the board, or upon
                                    financial statements of the corporation
                                    represented to him or her as correct by the
                                    president or the officer of the corporation
                                    having charge of its books of account, or as
                                    stated in a written report by an independent
                                    public or certified public accountant or
                                    firm of accountants fairly to reflect the
                                    financial condition of the corporation."]

         Section 2.        Indemnification; Actions by Third Parties (Other Than
by Stockholders). The Corporation hereby indemnifies a person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, and whether formal or informal, other than an action by or in the
right of the Corporation, by reason of the fact that he or she is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, partner, trustee,
employee or agent of another foreign or domestic corporation, partnership, joint
venture, trust or other enterprise, whether for profit or not, against expenses,
including attorneys' fees, judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with the
action, suit or proceeding if the person acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the
Corporation or its shareholders, and with respect to any criminal action or
proceeding, if the person had no reasonable cause to believe his or her conduct
was unlawful. The termination of a action, suit or proceeding by judgment,
order, settlement, conviction or upon

                                      -19-



a plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
or she reasonably believed to be in or not opposed to the best interests of the
Corporation or its shareholders, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his or her conduct was
unlawful.

         Section 3.        Indemnification; Actions by or in Right of the
Corporation (Stockholder Actions). The Corporation hereby indemnifies a person
who was or is a party to or is threatened to be made a party to a threatened,
pending or completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he or she is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another foreign or domestic corporate partnership joint venture, trust or other
enterprise, whether for profit or not, against expenses, including actual and
reasonable attorneys' fees and amounts paid in settlement incurred by the person
in connection with the action or suit, if the person acted in good faith and in
a manner the person reasonably believed to be in or not opposed to the best
interests of the Corporation or its shareholders. However, indemnification shall
not be made for a claim, issue or matter in which the person has been found
liable to the Corporation unless and only to the extent that the court in which
the action or suit was brought has determined upon application that, despite the
adjudication of liability but in view of all circumstances of the case, the
person is fairly and reasonably entitled to indemnification for the expenses
which the court consider proper.

         Section 4.        Indemnification Against Expenses; Directors,
Officers, Employees, or Agents Successful in Defense of Proceedings or Claims.

         (a)      To the extent that a director, officer, employee or

                                      -20-



agent of the Corporation has been successful on the merits or otherwise in
defense of an action, suit or proceeding referred to in sections 2 or 3 or in
defense of a claim, issue or matter in the action, suit or proceeding, he or she
shall be indemnified against expenses, including actual and reasonable
attorneys' fees, incurred by him or her in connection with the action, suit or
proceeding and an action, suit or proceeding brought to enforce the mandatory
indemnification provided in this Article IX.

         (b)      An indemnification under section 2 or 3, unless ordered by a
court, shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in section 2 and 3. This determination shall be made in any
of the following ways:

                  (i)      By a majority vote of a quorum of the Board
                           consisting of directors who were not parties to the
                           action, suit or proceeding.

                  (ii)     If the quorum described in subdivision (i) is not
                           obtainable, then by a majority vote of a committee of
                           directors who are not parties to the action. The
                           committee shall consist of not less than two
                           disinterested directors.

                  (iii)    By independent legal counsel in a written opinion.

                  (iv)     By the shareholders.

         (c)      If a person is entitled to indemnification under said section
2 or 3 for a portion of expenses including attorneys' fees, judgments,
penalties, fines, and amounts paid in settlement, but not for the total amount
thereof, the Corporation shall indemnify the person for the portion of the
expenses, judgments, penalties, fines, or amounts paid in settlement for which
the person is entitled to be indemnified.

         Section 5.        Advance Payment; Expense of Director, Officer,

                                      -21-



Employee, or Agent in Defending Action or Proceeding. Expenses incurred in
defending a civil or criminal action, suit or proceeding described in sections 2
or 3 shall be paid by the Corporation in advance of the final disposition of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay the expense if it is ultimately
determined that the person is not entitled to be indemnified by the Corporation.
The undertaking shall be an unlimited general obligation of the person on whose
behalf advances are made but need not be secured.

         Section 6.        Indemnification not Exclusive.

         (a)      The indemnification or advancement of expenses provided under
sections 2 to 5 is not exclusive of other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the articles of
incorporation, by-laws, or a contractual agreement. However, the total amount of
expenses advanced or indemnified from all sources combined shall not exceed the
amount of actual expenses incurred by the person seeking indemnification or
advancement of expenses.

         (b)      The indemnification provided for in sections 2 to 6 continues
as to a person who ceasesd to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of the
person.

         Section 7.        Merger. For purposes of sections 2 to 6,
"Corporation" includes all constituent corporations absorbed in a consolidation
or merger and the resulting or surviving corporation, so that a person who is or
was a director, officer, employee, or agent of the constituent corporation or is
or was serving at the request of the constituent corporation as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic
corporation, partnrship, joint venture, trust or other enterprise whether for
profit or not

                                      -22-



shall stand in the same position under the provisions of this section with
respect to the resulting or surviving corporation as the person would if he or
she had served the resulting or surviving corporation in the same capacity.

                                    ARTICLE X

                                 CORPORATE SEAL

         There shall be no corporate seal.

                                   ARTICLE XI

                                   FISCAL YEAR

         The fiscal year of the Corporation shall end on such date as the Board
of Directors shall specify.

                                   ARTICLE XII

                              AMENDMENT OF BY-LAWS

         The Board of Directors of the Corporation shall have power to alter,
amend, add to, rescind or repeal the By-Laws of the Corporation by the
affirmative vote of the majority of the Directors in office.

                                      -23-

EX-3.65

                                                                    EXHIBIT 3.65

    APPROVED
      AND
     FILED
  JUN 30 1977

 /s/ [ILLEGIBLE]
 ---------------
  SECRETARY OF
STATE OF INDIANA

                            ARTICLES OF INCORPORATION

                                       OF

                            WABASH CAST ALUMINUM INC.

         The undersigned incorporator desiring to form a corporation
(hereinafter referred to as the "Corporation") pursuant to the provisions of The
Indiana General Corporation Act, as amended (hereinafter referred to as the
"Act"), executes the following Articles of Incorporation.

                                   ARTICLE I

                                      Name

         The name of the Corporation is Wabash Cast Aluminum Inc.

                                   ARTICLE II

                               Purposes and Powers

         Section 1.        Purposes. The purposes for which the Corporation is
formed are:

         a.       To engage in the business and operation of an aluminum
foundary.

         b.       In general, to transact any and all lawful business for which
corporations may be incorporated under the Act.

         Section 2.        Powers. Subject to any limitation or restriction
imposed by the Act, any other law, or any provisions of these Articles of
Incorporation, the Corporation shall have the power:

         a.       To do everything, necessary, advisable or convenient for the
accomplishment of any of the purposes hereinbefore set forth, or which shall at
any time appear conducive to or expedient for the protection or benefit of the
Corporation, and to do all other things incidental thereto or connected
therewith which are not forbidden by law;

         b.       To carry out the purposes hereinbefore set forth in any state,
territory, district or possession of the



United States, or in any foreign country, to the extent that such purposes are
not forbidden by the law of any such state, territory, district or possession of
the United States or by any such foreign country; and

         c.       To have, exercise and enjoy in furtherance of the purposes
hereinbefore set forth all the general rights, privileges and powers granted to
corporations by the Act, as now or hereafter amended, and by the common law.

                                  ARTICLE III

                               Terms of Existence

         The Corporation shall have perpetual existence.

                                   ARTICLE IV

                      Principal Office and Resident Agent

         The post office address of the principal office of the Corporation is
28240 Grand River, Farmington, Michigan, 48024. The name and post office address
of its Resident Agent are Berkley W. Duck, III, 10th Floor, 111 Monument Circle,
Indianapolis, Indiana, 46204.

                                    ARTICLE V

                                Number of Shares

         The total number of shares which the Corporation shall have authority
to issue is one thousand (1,000) shares with a par value of One Dollar ($1.00)
per share, and no shares without par value.

                                   ARTICLE VI

                                Terms of Shares

         Section 1.        Classes. There shall be one (1) class of shares of
the Corporation which shall be common shares.

         Section 2.        Relative Rights. All shares of the Corporation shall
have the same rights, preferences, limitations and restrictions.

                                      - 2 -



                                   ARTICLE VII

                            Voting Rights of Shares

         Each shareholder of the Corporation shall be entitled to one (1) vote
for each share standing in his name on the books of the Corporation on each
matter submitted to a vote at any meeting of the shareholders.

                                  ARTICLE VIII

                             Initial Stated Capital

         The amount of initial stated capital of the Corporation shall be One
Thousand Dollars ($1,000.00). The Corporation will not commence business until
consideration of the value of One Thousand Dollars ($1,000.00) has been received
for the issuance of shares.

                                   ARTICLE IX

                            Data Respecting Directors

         Section 1.        Number. The initial board of directors shall be
composed of three (3) members. Except as to the number constituting the initial
board of directors, which shall not be less than three (3) the by-laws of the
Corporation may specify from time to time the exact number of directors of the
Corporation. Whenever the by-laws do not specify the exact number, the number of
directors of the Corporation shall be three (3).

         Section 2.        Qualification. Directors need not be shareholders of
the Corporation, but shall have such other qualifications as the by-laws
prescribe.

                                    ARTICLE X

                           Initial Board of Directors

         The names and post office addresses of the initial board of directors
of the Corporation are:



                 Number and Street
    Name            or Building         City      State    Zip Code
    ----         -----------------      ----      -----    --------
                                               
Ray H. Witt     28240 Grand River    Farmington  Michigan    48024
James B. Kenny  28240 Grand River    Farmington  Michigan    48024
W. Frank Suit   28240 Grand River    Farmington  Michigan    48024


                                     - 3 -



                                   ARTICLE XI

                                  Incorporator

         The name and post office address of the incorporator of the Corporation
are:



                 Number and Street
  Name               or Building        City        State    Zip Code
  ----           -----------------      ----        -----    --------
                                                 
Berkley W.      10th Floor,
 Duck, III      111 Monument Circle  Indianapolis  Indiana     46204


                                   ARTICLE XII

                    Provisions for Regulation of Business and
                       Conduct of Affairs of Corporation

         Section 1.        Issuance of Shares. Any shares of the Corporation
which are unissued, or which have been issued and thereafter reacquired by the
Corporation, may be from time to time issued upon such terms and conditions, for
such consideration, and to such persons, corporations or other legal entities as
the board of directors may determine and order, without authorization or
approval of the shareholders of the Corporation. Shares having a par value may
be sold at less than their par value.

         Section 2.        Place of Meetings.  Meetings of the shareholders and
meetings of the board of directors of the Corporation shall be held at such
place, either within or without the State of Indiana, as shall be specified in
the respective calls, notices or waivers of notice of such meetings given in
accordance with the by-laws of the Corporation.

         Section 3.        Interest of Directors in Contracts. Any contract or
other transaction between the Corporation and one or more of its directors, or
between the Corporation and any firm of which one or more of its directors are
directors, officers or employees, or in which they are financially interested,
or between the Corporation and any corporation or association of which one or
more of its directors are shareholders, members, directors, officers or
employees, or in which they are financially interested, shall be valid for all
purposes, notwithstanding the presence of such director or directors at the
meeting of the board of directors of the Corporation (or a committee thereof)
which acts upon or in reference to such contract or transaction, and
notwithstanding his or their participation in such action, if the fact

                                      - 4 -



of such interest shall be fully disclosed or known to the board of directors and
the board shall nevertheless authorize, approve or ratify such contract or
transaction by a vote of a majority of the directors present. The above
provisions shall not be construed to invalidate any contract or other
transactions which would otherwise be valid under the common and statutory law
applicable thereto.

         Section 4.        Indemnification of Directors, Officers and Employees.
The Corporation shall indemnify any director, officer or employee, or former
director, officer or employee of the Corporation, against expenses actually and
reasonably incurred by him (and not covered by insurance) in connection with the
defense of an action, suit or proceeding (unless such action, suit or proceeding
is settled) in which he is made or threatened to be made a party by reason of
being or having been such director, officer or employee, except in relation to
matters as to which he shall be adjudged in such action, suit or proceeding, to
be liable for negligence or misconduct in the performance of his duties to the
Corporation or shareholders. The Corporation may also reimburse any director,
officer or employee, or former director, officer or employee, for the reasonable
costs of settlement of any such action, suit or proceeding, if it shall be found
by a majority of the directors not involved in the matter in controversy
(whether or not a quorum) that it was to the interest of the Corporation that
such settlement be made and that such director, officer, or employee was not
guilty of negligence or misconduct. Such rights of indemnification and
reimbursement shall not be exclusive of any other rights to which such director,
officer or employee may be entitled under any by-law, agreement, vote of
shareholders or otherwise.

         Section 5.        Powers of Board of Directors. Subject to any
limitation or restriction imposed by law or by these Articles of Incorporation,
the board of directors of the Corporation is hereby authorized to exercise, in
furtherance of the purposes of the Corporation, all the powers of the
Corporation without authorization or approval of the shareholders of the
Corporation.

         Section 6.        Purchases of Shares of the Corporation. The
Corporation shall have the right and power, exercisable by authorization and
approval of the board of directors, to purchase, take, receive or otherwise
acquire its own shares to the extent of unreserved and unrestricted capital
surplus available therefor and without authorization or approval of the
shareholders of the Corporation.

                                      - 5 -



         Section 7.        Distributions Out of Capital Surplus. The board of
directors may, from time to time, distribute to its shareholders out of capital
surplus of the Corporation a portion of its assets, in cash or property, without
authorization or approval of the shareholders of the Corporation but subject to
such limitations as may be imposed by law.

         IN WITNESS WHEREOF, the undersigned incorporator designated in Article
XI, has executed these Articles of Incorporation and certifies to the truth of
the facts herein stated, this 30 day of June, 1977.

                                             /s/ [ILLEGIBLE]
                                             -----------------------------------

                                      - 6 -



STATE OF INDIANA  )
                  ) SS:
COUNTY OF MARION  )

         The undersigned,, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certifies that
Berkley W. Duck, III the incorporator referred to in Article XI of the foregoing
Articles of Incorporation, personally appeared before me, acknowledged the
execution thereof, and swore to the truth of the facts therein stated.

         WITNESS, my hand and Notarial Seal this 30 day of June, 1977.

                                             /s/ [ILLEGIBLE]
                                             -----------------------------------
                                                   Notary Public
(SEAL)

My Commission Expires:

11-17-77

This instrument prepared by Berkley W. Duck, III, Ice Miller Donadio & Ryan,
10th Floor, 111 Monument Circle, Indianapolis, Indiana 46204.


State Form 37020

                                STATE OF INDIANA
                        OFFICE OF THE SECRETARY OF STATE             JUN 13 1983
                                                                     MICROFILMED
                          CERTIFICATE OF AMENDMENT
                                       OF

                           WABASH CAST ALUMINUM, INC.

         I, EDWIN J. SIMCOX, Secretary of State of Indiana, hereby certify that
Articles of Amendment for the above Corporation have been filed in the form
prescribed by my office, prepared and signed in duplicate in accordance with
Chapter Four of the Indiana General Corporation Act (IC 23-1-4). THE NAME OF THE
CORPORATION IS AMENDED AS FOLLOWS:

                              CMI-WABASH CAST, INC.

         NOW, THEREFORE, upon due examination, I find that the Articles of
Amendment conform to law, and have endorsed my approval upon the duplicate
copies of such Articles; that all fees have been paid as required by law; that
one copy of such Articles has been filed in my office; and that the remaining
copy of such Articles bearing the endorsement of my approval and filing has been
returned by me to the Corporation.

       [SEAL]                 In Witness Whereof, I have hereunto set my hand
                              and affixed the seal of the State of Indiana, at
                              the City of Indianapolis, this 1st day of JUNE,
                              1983
                              _______________________________________________
                                    EDWIN J. SIMCOX, Secretary of State

                              By ____________________________________________
                                                               Deputy



NOTE: This form may now also be used for amending pursuant to the Medical
Professional Corporation Act, the Dental Professional Corporation Act, and the
Professional Corporation Act of 1965, as well as the General Corporation Act. If
the corporation was formed pursuant to the authority of one of these statutes
other than the General Corporation Act, so indicate in the preamble below by
striking the references to the three inappropriate statutes. Professional
Accounting Corporations are considered to be formed pursuant to the authority of
the Indiana General Corporation Act, but subject to the provisions of IC
23-1-13.5, and appropriate statutory reference should be made in the preamble or
Article I below.

                                    APPROVED
                                       AND
                                      FILED
                                   MAY 31 1983

                              /s/ Edwin J. Simcox
                          SECRETARY OF STATE OF INDIANA

State Form 38333
Corporate Form No. 102 (Oct. 1979) -- Page One

ARTICLES OF AMENDMENT (Amending Individual Articles Only)

Prescribed by Edwin J. Simcox, Secretary of State of Indiana

Use Size 8 1/2 x 11 White Paper for Inserts

Filing Requirements--Present 2 originally signed and fully executed copies to
  Secretary of State, Room 155, State House, Indianapolis 46204

Recording Requirements--Recording of Articles of Amendment in the Office of the
  County Recorder is generally no longer required by the Indiana General
  Corporation Act. However, if the name of the corporation is changed by this
  amendment, a certified copy of the Certificate of Amendment must be filed
  with the Recorder of every county in which the corporation owns real estate.

                              ARTICLES OF AMENDMENT
                                     OF THE
                            ARTICLES OF INCORPORATION
                                       OF

                           WABASH CAST ALUMINUM, INC.

         The undersigned officers of WABASH CAST ALUMINUM, INC. (hereinafter
referred to as the "Corporation") existing pursuant to the provisions of the
Indiana General Corporation Act (Medical Professional Corporation Act/Dental
Professional Corporation Act/Professional Corporation Act of 1965), as amended
(hereinafter referred to as the "Act"), desiring to give notice of corporate
action effectuating amendment of certain provisions of its Articles of
Incorporation, certify the following facts:

                                    ARTICLE I

                              TEXT OF THE AMENDMENT

         The exact text of Article(s) I of the Articles of Incorporation of the
Corporation, as amended (hereinafter referred to as the "Amendments"), now is
as follows:

         The name of the corporation is CMI-Wabash Cast, Inc.



                                  Corporate Form No. 102 (Oct. 1979) -- Page Two

                                  ARTICLE II

                           MANNER OF ADOPTION AND VOTE

         Section 1. Action by Directors (select appropriate paragraph).

             By written consent executed on April 5, 1983, signed by all of the
members of the Board of Directors of the Corporation, a resolution was adopted
proposing to the Shareholders of the Corporation entitled to vote in respect of
the Amendments, that the provisions and terms of Articles of its Articles of
Incorporation be amended so as to read as set forth in the Amendments, and a
meeting of such shareholders was called to be held April 5, 1983, to adopt or
reject the Amendments, unless the same were so approved prior to such date by
unanimous written consent.

         Section 2. Action by Shareholders (select appropriate paragraph).



                                Corporate Form No. 102 (Oct. 1979) -- Page Three

             By written consent executed on April 5, 1983, signed by the holders
of all shares of the Corporation, being all of the shares of the Corporation
entitled to vote in respect of the Amendments, the Shareholders adopted the
Amendments.

         Section 3. Compliance with Lagal Requirements.

         The manner of the adoption of the Amendments, and the vote by which
they were adopted, constitute full legal compliance with the provisions of the
Act, the Articles of Incorporation, and the By-Laws of the Corporation.

                                   ARTICLE III

             STATEMENT OF CHANGES MADE WITH RESPECT TO ANY INCREASE
                  IN THE NUMBER OF SHARES HERETOFORE AUTHORIZED

Aggregate Number of Shares
   Previously Authorized        _____________

Increase (indicate "0" or "N/A" if no increase) N/A

Aggregate Number of Shares
   To Be Authorized After Effect of This Amendment ____________



                                 Corporate Form No. 102 (Oct. 1979) -- Page Four

         IN WITNESS WHEREOF, the undersigned officers execute these Articles of
Amendment of the Articles of Incorporation of the Corporation, and certify to
the truth of the facts herein stated, this 6th day of April, 1983.

/s/ Ray H. Witt                                       /s/ W. Frank Suit
- --------------------------                            --------------------------
    (Written Signature)                                   (Written Signature)

  Ray H. Witt                                           W. Frank Suit
- --------------------------                            --------------------------
    (Printed Signature)                                    (Printed Signature)

President                                             Secretary

STATE OF MICHIGAN  }
                   } SS:
COUNTY OF Oakland  }

         I, the undersigned, a Notary Public duly commissioned to take
acknowledgements and administer oaths in the State of Michigan certify that Ray
H. Witt, the _____________ President, and W. Frank, the ______________ Secretary
of the Corporation, the officers executing the foregoing Articles of Amendment
of the Articles of Incorporation, personally appeared before me, acknowledged
the execution thereof, and swore or attested to the truth of the facts therein
stated.

         Witness my hand and Notarial Seal this 6th day of APRIL, 1983.

                                                      /s/ David L. Tennent
                                                      --------------------------
                                                          (Written Signature)

                                                          David L. Tennent
                                                      --------------------------
                                                          (Printed Signature)

                                                             NOTARY PUBLIC

My Commission Expires:                            My County of Residence is:

   August 12, 1985                                   Oakland County, Michigan

This instrument was prepared by R. P. Fisher, Attorney at Law,
                                ------------
                                   (Name)

       40 West Hill St.             Wabash        IN          46992
- ----------------------------------------------------------------------
(Number and Street or Building)     (City)      (State)     (Zip Code)


                                STATE OF INDIANA
                        OFFICE OF THE SECRETARY OF STATE

                              ARTICLES OF AMENDMENT

To Whom These Presents Come, Greeting:

WHEREAS, there has been presented to me at this office, Articles of Amendment
for:

         CMI-WABASH CAST INC

and said Articles of Amendment have been prepared and signed in accordance with
the provisions of the

Indiana Business Corporation Law,

as amended.

NOW, THEREFORE, I, EVAN BAYH, Secretary of State of Indiana, hereby certify
that I have this day filed said articles in this office.

The effective date of these Articles of Amendment is October 17, 1988.

                                    In Witness Whereof, I have hereunto set my
                                    hand and affixed the seal of the State of
                                    Indiana, at the City of Indianapolis, this
                                    Seventeenth day of October, 1988

                                    ____________________________________________
[SEAL]                              EVAN BAYH, Secretary of State

                                    By _________________________________________
                                                                          Deputy



          APPROVED
            AND
           FILED

/s/ Evan Bayh
SECRETARY OF STATE OF INDIANA

                              ARTICLES OF AMENDMENT
                                     OF THE
                            ARTICLES OF INCORPORATION
                                       OF
                              CMI-WABASH CAST, INC.

         The above corporation (hereinafter referred to as the "Corporation")
existing pursuant to the Indiana Business Corporation Law, desiring to give
notice of corporate action effectuating amendment of certain provisions of its
Articles of Incorporation, sets forth the following facts:

                                    ARTICLE I
                                  AMENDMENT(S)

Section 1:        The name of the Corporation following this amendment is:
                  CMI-Wabash Cast, Inc.

Section 2:        The exact text of Article XII of the Articles of
Incorporation is now as follows:

         Section 1. Issuance of Shares. Any shares of the Corporation which are
unissued, or which have been issued and thereafter reacquired by the
Corporation, may be from time to time issued upon such terms and conditions, for
such consideration, and to such persons, corporations or other legal entities as
the board of directors may determine and order, without authorization or
approval of the shareholders of the Corporation. Shares having a par value may
be sold at less than their par value.

         Section 2. Place of Meetings. Meetings of the shareholders and meetings
of the board of directors of the Corporation shall be held at such place, either
within or without the State of Indiana, as shall be specified in the respective
calls, notices or waivers of notice of such meetings given in accordance with
the by-laws of the Corporation.

         Section 3. Interest of Directors in Contracts. Any contract or other
transaction between the Corporation and one or more of its directors, or between
the Corporation and any firm of which one or more of its directors are
directors, officers or employees, or in which they are financially interested,
or between the Corporation and any corporation or association of which one or
more of its directors are shareholders, members, directors, officers or
employees, or in which they are financially interested, shall be valid for all
purposes, notwithstanding the presence of such director or directors at the
meeting of the board of directors of the Corporation (or a committee thereof)
which acts upon or in reference to such contract or transaction, and
notwithstanding his or their participation in such action, if the fact of such
interest shall be fully disclosed or known to the board of directors and the
board shall nevertheless authorize, approve or ratify such contract or
transaction by a vote of a majority of the directors present. The above
provisions shall not be construed to invalidate any contract or other
transactions which would otherwise be valid under the common and statutory law
applicable thereto.



         Section 4. Indemnification of Directors, Officers and Employees.

         a.       The Corporation shall indemnify any director, officer, or
employee, or former director, officer or employee of the Corporation, against
expenses actually and reasonably incurred by him (and not covered by insurance)
in connection with the defense of an action, suit or proceeding (unless such
action, suit or proceeding is settled) in which he is made or threatened to be
made a party by reason of being or having been such director, officer or
employee, except in relation to matters as to which he shall be adjudged in such
action, suit or proceeding, to be liable for recklessness or willful misconduct
in the performance of his duties to the Corporation or shareholders. The
Corporation may also reimburse any director, officer or employee, or former
director, officer or employee, for the reasonable costs of settlement of any
such action, suit or proceeding, if it shall be found by a majority of the
directors not involved in the matter in controversy (whether or not a quorum)
that it was to the interest of the Corporation that such settlement be made and
that such director, officer, or employee was not guilty of recklessness or
willful misconduct. Such rights or indemnification and reimbursement shall not
be exclusive or any other rights to which such director, officer or employee may
be entitled under any by-law, agreement, vote of shareholders or otherwise.

         b.       A director of the Corporation shall not be personally liable
to the Corporation or its shareholders for monetary damages for a breach of the
director's fiduciary duty. However, this provision does not eliminate or limit
the liability of a director for any of the following reasons:

                  (i)      A breach of the director's duty of loyalty to the
         Corporation or its Shareholders.

                  (ii)     Acts or omissions not in good faith or that involve
         intentional misconduct or knowing violation of the law.

                  (iii)    A violation of I.C. 23-1-35.

                  (iv)     A transaction from which the director derived an
         improper personal benefit.

                  (v)      An act or omission occurring before the filing of
         this certificate of amendment.

         Section 5. Powers of Board of Directors. Subject to any limitation or
restriction imposed by law or by theses Articles of Incorporation, the board of
directors of the Corporation is hereby authorized to exercise, in futherance of
the purposes of the Corporation, all the powers of the Corporation without
authorization or approval of the shareholders of the Corporation.

         Section 6. Purchase of Shares of the Corporation. The Corporation shall
have the right and power, exercisable by authorization and approval of the board
of directors, to purchase, take, receive or otherwise acquire its own shares to
the extent of unreserved or unrestricted capital surplus available therefor and
without authorization or approval of the shareholders of the Corporation.

         Section 7. Distributions Out of Capital Surplus. The board of directors
may, from time to time, distribute to its shareholders out of capital surplus of
the Corporation a portion of its assets, in cash or property, without
authorization or approval of the shareholders of the Corporation but subject to
such limitations as may be imposed by law.



Section 3: The date of each amendment's adoption is: Immediately upon filing
with the Secretary of State.

                                   ARTICLE II
                               MANNER OF ADOPTION

Section 1: Vote of Shareholders

         The designation, number of outstanding shares, number of votes entitled
         to be cast by each voting group entitled to vote separately on the
         amendment and the number of votes of each voting group represented at
         the meeting is set forth below:



                                                             Total Common Capital
                                                          
Designation of Each Voting Group                                    1,000
Number of Outstanding Shares                                        1,000
Number of Votes Entitled to be Cast                                 1,000
Number of Votes Represented at Meeting                              1,000
Shares Voted in Favor                                               1,000
Shares Voted Against                                                    0


                                            CMI-WABASH CAST, INC.

                                            By: /s/ Ray H. Witt
                                                --------------------------------
                                                    Ray H. Witt
                                            Its:    President

Restat
Articles of Amendment
mcc


                                STATE OF INDIANA
                        OFFICE OF THE SECRETARY OF STATE

                             ARTICLES OF AMENDMENT

To When These Presents Come, Greeting:

WHEREAS, there has been presented to me at this office, Articles of Amendment
for:

                              CMI-WABASH CAST INC

and said Articles of Amendment have been prepared and signed in accordance with
the provisions of the Indiana Business Corporation Law, as amended.

The name of the corporation is amended as follows:

                    HAYES LEMMERZ INTERNATIONAL-WABASH, INC.

NOW, THEREFORE, I, SUE ANNE GILROY, Secretary of State of Indiana, hereby
certify that I have this day filed said articles in this office.

The effective date of these Articles of Amendment is June 22, 1999.

                                    In Witness Whereof, I have hereunto set my
                                    hand and affixed the seal at the
                                    State of Indiana, at the City of
                                    Indianapolis, this Twenty-second day of
                                    June, 1999.



                                                 SUE ANNE GILROY
                                                 SECRETARY OF STATE
         ARTICLES OF AMENDMENT OF THE            CORPORATIONS DIVISION
[SEAL]   ARTICLES OF INCORPORATION               302 W. Washington St., Rm. E018
         State Form 38333 (R8 / 12-96)           Indianapolis, IN 46204
         Approved State Board of Accounts 1995   Telephone: (317) 232-6576

                                                                                          
INSTRUCTIONS:   Use 8 1/2" x 11" white paper for inserts.                                      Indiana Code 23-1-38-1 et seq.
                Present original and two copies to address in upper right hand corner of this
                Please TYPE or PRINT.                                                           FILING FEE: $30.00



- --------------------------------------------------------------------------------
                          ARTICLES OF AMENDMENT OF THE
                         ARTICLES OF INCORPORATION OF:
- --------------------------------------------------------------------------------
Name of Corporation                                     Date of Incorporation
 CMI - WABASH CAST, INC.                                 June 30, 1977
- --------------------------------------------------------------------------------
The undersigned officers of the above referenced Corporation (hereinafter
referred to as the "Corporation") existing pursuant to the provisions of:
(indicate appropriate act)

   [X] Indiana Business Corporation Law           [ ] Indiana Professional
                                                      Corporation Act of 1983

   as amended (hereinafter referred to as the "Act"), desiring to give notice of
   corporate action effectuating amendment of certain provisions of its Articles
   of Incorporation, certify the following facts:

                             ARTICLE I AMENDMENT(S)

The exact text of Article(s) I of the Articles

         (NOTE: If amending the name of corporation, write Article "I" in space
         above and write "The name of the Corporation is ______________,"
         below.)

   The name of the Corporation is HAYES LEMMERZ INTERNATIONAL - WABASH, INC.

   The exact text for Article IV of the Articles:

   The post office address of the principle office of the Corporation is 15300
   Centennial Drive, Northville, Michigan 48167. The name and post office
   address of its Resident Agent are CT Corporation System, One North Capital
   Avenue, Indianapolis, Indiana 46204.

                                   ARTICLE II

Date of each amendment's adoption:

April 30, 1999

                        (continued on the reverse side)



- --------------------------------------------------------------------------------
                    ARTICLE III MANNER OF ADOPTION AND VOTE
- --------------------------------------------------------------------------------

   Mark applicable section: NOTE - Only in limited situations does Indiana law
   permit an Amendment without shareholder approval. Because a name change
   requires shareholder approval, Section 2 must be marked and either A or B
   completed.

[ ] SECTION 1 This amendment was adopted by the Board of Directors or
              incorporators and shareholder action was not required.

[X] SECTION 2 The shareholders of the Corporation entitled to vote in respect
              to the amendment adopted the proposed amendment. The amendment was
              adopted by: (Shareholder approval may be by either A or B.)

              A Vote of such shareholders during a meeting called by the Board
              of Directors. The result of such vote is as follows:

              -------------------------------------------------------
                    Shares entitled to vote.
              -------------------------------------------------------
                    Number of shares represented at the meeting.
              -------------------------------------------------------
                    Shares voted in favor.
              -------------------------------------------------------
                    Shares voted against.
              -------------------------------------------------------

              B. Unanimous written consent executed on April 30, 1999 and signed
              by all shareholders to vote.

                  ARTICLE IV COMPLIANCE WITH LEGAL REQUIREMENTS

    The manner of the adoption of the Articles of Amendment and the vote by
    which they were adopted constitute full legal compliance with the provisions
    of the Act, the Articles of Incorporation, and the By-Laws of the
    Corporation.

    I hereby verify, subject to the penalties of perjury, that the statements
    contained herein are true, this 17th day of June, 1999.

- --------------------------------------------------------------------------------
Signature of current officer or                      Printed name of officer or
   chairman of the board                               chairman of the board

/s/ William D. Shovers                               William D. Shovers
- --------------------------------------------------------------------------------

Signature's title
Vice President


                                    APPROVED
                                       AND
                                      FILED
                              /s/ SUE ANNE GILROY
                            IND. SECRETARY OF STATE

[SEAL]                                           SUE ANNE GILROY
CERTIFICATE OF ASSUMED BUSINESS NAME             SECRETARY OF STATE
(ALL CORPORATIONS)                               CORPORATIONS DIVISION
State Form 30353 (R8 / 9-97)                     302 W. Washington St., Rm. E018
State Board of Accounts Approved 1995            Indianapolis, IN 46204
                                                 Telephone: (317) 232-6576

INSTRUCTIONS:

1.   This certificate must also be recorded in the office of County Recorder of
     each county in which a place of business or office is located.

2.   FEES ARE PER ASSUMED NAME. Please make check or money order payable to:
     Indiana Secretary of State.

Please TYPE or PRINT.

Indiana Code 23-15-1-11, et seq.

FILING FEES PER CERTIFICATE:

                                                   
For-Profit Corporation, Limited Liability
Company, Limited Partnership                          $ 30.00
Not-For-Profit Corporation                            $ 26.00
Certificate - Additional                              $ 15.00



1. Name of Corporation, LLC or LP            2. Date of incorporation/admission

   HAYES LEMMERZ INTERNATIONAL - WABASH,INC.  June 30, 1977

3. Address at which the Corporation, LLC, LP will do business or have an office
   in Indiana. If no office in Indiana, then state current registered address
   (street address)

   One North Capitol Avenue

   City, state and ZIP code

   Indianapolis, IN 46204

4. Assumed business name(s) ($30.00 per name)

   CMI - WABASH CAST, INC.

5. Principal office address of the Corporation, LLC, LP (street address)

   15300 Centennial Drive

   City, state and ZIP code
   Northville, Michigan 48167

6. Signature                               7. Printed name

                                              William D. Shovers, Vice President
           /s/ William D. Shovers
           ----------------------

STATE OF MICHIGAN
                    SS:
COUNTY OF WAYNE

Subscribed and sworn or attested to before me, this 17th day of June, 1999

________________________________________________________________________________
Notary Public

/s/ Patricia M. Cecchini
- --------------------------------------------------------------------------------

My Notarial Commission Expires:              My County of Residence is:

This instrument was prepared by:
Patrick B. Carey, Assistant Secretary

PATRICIA M. CECCHINI, Notary Public
Oakland County, Michigan
My Commission Expires 4-2-2003



                                    APPROVED
                                       AND
                                      FILED
                             IND. SECRETARY OF STATE

[SEAL]                                            SUE ANNE GILROY
CERTIFICATE OF ASSUMED BUSINESS NAME              SECRETARY OF STATE
(ALL CORPORATIONS)                                CORPORATIONS DIVISION
State Form 30353 (R8 / 9-97)                      302 W. Washington St. Rm. EO18
State Board of Accounts Approved 1995             Indianapolis IN 46204
                                                  Telephone: (317) 232-6576

INSTRUCTIONS:

1. This certificate must also be recorded in the office of County Recorder of
   each county in which a place of business or office is located.

2. FEES ARE PER ASSUMED NAME. Please make check or money order payable to:
   Indiana Secretary of State.

Please TYPE or PRINT.

Indiana Code 23-15-1-1-1, et seq.

FILING FEES PER CERTIFICATE:

                                                   
For-Profit Corporation, Limited Liability
Company, Limited Partnership                          $ 30.00
Not-For-Profit Corporation                            $ 26.00
Certificate - Additional                              $ 15.00



1. Name of Corporation, LLC or LP           2. Date of incorporation/admission

   HAYES LEMMERZ INTERNATIONAL - WABASH, INC.   June 30,1977

3. Address at which the Corporation, LLC, LP will do business or have an office
   in Indiana. If no office in Indiana, then state current registered address
   (street address)

   One North Capitol Avenue

   City, state and ZIP code

   Indianapolis, IN 46204

4. Assumed business name(s) ($30.00 per name)

   CMI - WABASH CAST, INC.

5. Principal office address of the Corporation, LLC, LP (street address)

   15300 Centennial Drive

   City, state and ZIP code
   Northville, Michigan 48167

6. Signature                               7. Printed name
                                              William D. Shovers, Vice President
           /s/ William D. Shovers
           -----------------------

STATE OF MICHIGAN
                    SS:
COUNTY OF WAYNE

Subscribed and sworn or attested to before me, this 17th day of June, 1999

________________________________________________________________________________
Notary Public

/s/ Patricia M. Cecchini
- --------------------------------------------------------------------------------

My Notarial Commission Expires:              My County of Residence is:

This instrument was prepared by:
Patrick B. Carey, Assistant Secretary

PATRICIA M. CECCHINI, Notary Public
Oakland County, Michigan
My Commission Expires 4-2-2003

EX-3.66

                                                                    EXHIBIT 3.66

                                    EXHIBIT B

                                     BY-LAWS

                                       OF

                            WABASH CAST ALUMINUM INC.

                                    ARTICLE I

                             Certificates For Shares

         Section 1. Certificates. As provided by law, each holder of shares of
the corporation shall be entitled to a certificate signed by the president or a
vice president and attested by the secretary or an assistant secretary,
certifying the number of shares owned by such shareholder and such other
information as may be required by law. The form of such certificate shall be
prescribed by resolution of the board of directors.

         Section 2. Lost or Destroyed Certificates. If a certificate of any
shareholder is lost or destroyed, a new certificate may be issued to replace
such lost or destroyed certificate. Unless waived by the board of directors, the
shareholder shall make an affidavit or affirmation of the fact that his
certificate is lost or destroyed, shall advertise the same in such manner as the
board of directors may require, and shall give the corporation a bond of
indemnity in the amount and form which the board of directors may prescribe.

         Section 3. Transfer of Shares. Shares of the corporation shall be
transferable only on the books of the corporation upon the surrender of the
certificate representing the



same, either duly endorsed with signature guaranteed or accompanied by a
separate document containing a written assignment of such certificate duly
executed with signature guaranteed. The requirement that signatures be
guaranteed may be waived by the president or secretary of the corporation.

         Section 4. Recognition of Shareholders. The corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends and to vote as such owner
notwithstanding any equitable or other claim to, or interest in, such shares on
the part of any other person.

                                   ARTICLE II

                            Meetings of Shareholders

         Section 1. Annual Meetings. The annual meeting of the shareholders of
the corporation shall be held on the second Wednesday in September of each year,
or on such other date as may be designated by the board of directors.

         Section 2 . Special Meetings. Special meetings of the shareholders may
be called by the president, by the board of directors, or by shareholders who
hold not less than one-fourth of all the outstanding shares which may be voted
on the business proposed to be transacted thereat.

         Section 3. Notice of Meetings. Written notice stating the place, day
and hour of any meeting of shareholders and, in the case of special meetings or
when otherwise required

                                     - 2 -



by law, the purpose for which any such meeting is called, shall be delivered or
mailed by the secretary of the corporation to each shareholder of record
entitled to vote at such meeting, at such address as appears upon the records of
the corporation and at least ten (10) days before the date of such meeting, on
being notified of the place, day and hour thereof by the officers or persons
calling the meeting.

         Section 4. Waiver of Notice. Notice of any meeting may be waived in
writing by any shareholder if the waiver sets forth in reasonable detail the
time and place of the meeting and the purposes thereof. Attendance at any
meeting in person, or by proxy when the instrument of proxy sets forth in
reasonable detail the purposes of such meeting, shall constitute a waiver of
notice of such meeting.

         Section 5. Voting Rights. Each holder of shares of the corporation
shall have the voting rights specified in the Articles of Incorporation of the
corporation.

         Section 6. Date of Determination of Voting Rights. The board of
directors may fix a record date, not exceeding fifty (50) days prior to the date
of any meeting of shareholders, for the purpose of determining the shareholders
entitled to notice of and to vote at such meeting. In the absence of action by
the board of directors to fix a record date as herein provided, the record date
shall be the fourteenth (14th) day prior to the date of the meeting.

                                     - 3 -



         Section 7. Voting by Proxy. A shareholder entitled to vote at any
meeting of shareholders may vote either in person or by proxy executed in
writing by the shareholder or a duly authorized attorney-in-fact of such
shareholder. (For purposes of this section, a proxy granted by telegram by a
shareholder shall be deemed "executed in writing by the shareholder.") No proxy
shall be voted at any meeting of shareholders unless the same shall be filed
with the secretary of the meeting at the commencement thereof. The general proxy
of a fiduciary shall be given the same effect as the general proxy of any other
shareholder.

         Section 8. Voting Lists. The secretary shall make, at least five (5)
days before each meeting of shareholders at which one or more directors are to
be elected, a complete list of the shareholders entitled to vote at such
election, arranged in alphabetical order, with the address of each and the
number of shares held by each, which list shall be kept on file at the principal
office of the corporation and shall be subject to inspection by any shareholder
at any time during usual business hours for a period of five (5) days prior to
such meeting. The list shall also be produced and kept open at the time and
place of election and shall be subject to inspection by any shareholder during
the whole time of the meeting.

         Section 9. Quorum. At any meeting of shareholders, the holders of a
majority of the outstanding shares which

                                     - 4 -



may be voted on the business to be transacted at such meeting, represented
thereat in person or by proxy, shall constitute a quorum, and a majority vote of
such quorum shall be necessary for the transaction of any business by the
meeting, unless a greater number is required by law, the Articles of
Incorporation or these By-Laws.

         Section 10. Conduct of Meetings. Shareholders' meetings, including the
order of business, shall be conducted in accordance with Roberts' Rules of
Order, Revised, except insofar as the Articles of Incorporation, these By-Laws,
or any rule adopted by the board of directors or shareholders may otherwise
provide. The shareholders may, by unanimous consent, waive the requirement of
this section; but such waiver shall not preclude any shareholder from invoking
the requirements of this section at any subsequent meeting.

         Section 11. Action by Consent. Any action required to be taken at a
meeting of shareholders, or any action which may be taken at a meeting of
shareholders, may be taken without a meeting but with the same effect as a
unanimous vote at a meeting, if, prior to such action, a consent in writing,
setting forth the action so taken, shall be signed by all shareholders entitled
to vote with respect thereto, and such consent is filed with the minutes of
shareholders' proceedings.

                                     - 5 -



                                   ARTICLE III

                               Board of Directors

         Section 1. Duties and Qualifications. The business and affairs of the
corporation shall be managed by a board of directors, none of whom need be
shareholders of the corporation.

         Section 2. Number and Terms of Office. There shall be three (3)
directors of the corporation who shall be elected at each annual meeting of the
shareholders to serve for a term of one (1) year and until their successors
shall be chosen and qualified, or until removal, resignation or death. If the
annual meeting of the shareholders is not held at the time designated in these
By-Laws, the directors then in office shall hold over until their successors
shall be chosen and qualified.

         Section 3. Vacancies. Any vacancy in the board of directors caused by
death, resignation, incapacity or increase in the number of directors may be
filled by a majority vote of all the remaining members of the board of
directors. Shareholders shall be notified of any increase in the number of
directors and the name, address, principal occupation and other pertinent
information about any director elected by the board to fill any vacancy in the
next mailing sent to the shareholders following any such increase or election.
Vacancies on the board of directors occasioned by removal of a director shall be
filled by a vote of the shareholders

                                     - 6 -



entitled to vote thereon at an annual or special meeting thereof. A director
elected to fill a vacancy shall hold office until the next annual or special
meeting of shareholders and until his successor shall be elected and qualified.


         Section 4. Annual Meetings. Unless otherwise agreed upon, the board of
directors shall meet immediately following the annual meeting of the
shareholders, at the place where such meeting of shareholders was held, for the
purpose of election of officers of the corporation and consideration of any
other business which may be brought before the meeting. No notice shall be
necessary for the holding of this annual meeting.

         Section 5. Other Meetings. Regular meetings of the board of directors
may be held pursuant to a resolution of the board to such effect. No notice
shall be necessary for any regular meeting. Special meetings of the board of
directors may be held upon the call of the president or of any two (2) members
of the board and upon twenty-four (24) hours' notice specifying the time, place
and general purposes of the meeting, given to each director either personally or
by mail, telegram or telephone. Notice of a special meeting may be waived in
writing by telegram. Attendance at any special meeting shall constitute waiver
of notice of such meeting.

                                     - 7 -




         Section 6. Quorum. A majority of the whole board of directors shall be
necessary to constitute a quorum for the transaction of any business except the
filling of vacancies, and the act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the board of directors
unless the act of a greater number is required by law, the Articles of
Incorporation, or these By-Laws.

         Section 7. Action by Consent. Any action required or permitted to be
taken at any meeting of the board of directors may be taken without a meeting,
if prior to such action a written consent to such action is signed by all
members of the board and such consent is filed with the minutes of proceedings
of the board.

                                   ARTICLE IV

                                     Offices

         Section 1. Offices and Qualification Therefor. The officers of the
corporation shall consist of a president, one (1) or more vice presidents, a
secretary-treasurer and such assistant officers as the board of directors shall
designate. The president shall be chosen from among the directors. Any two (2)
or more offices may be held by the same person, except the duties of the
president and the secretary shall not be performed by the same person.

         Section 2. Terms of Office. Each officer of the corporation shall be
elected annually by the board of

                                     - 8 -



directors at its annual meeting and shall hold office for a term of one
(1) year and until his successor shall be duly elected and qualified.

         Section 3. Vacancies. Whenever any vacancies shall occur in any of the
offices of the corporation for any reason, the same may be filled by the board
of directors at any meeting thereof, and any officer so elected shall hold
office until the next annual meeting of the board of directors and until his
successor shall be duly elected and qualified.

         Section 4. Removal. Any officer of the corporation may be removed, with
or without cause, by the board of directors whenever a majority of such board
shall vote in favor of such removal.

         Section 5. Compensation. Each officer of the corporation shall receive
such compensation for his service in such office as may be fixed by action of
the board of directors, duly recorded.

                                   ARTICLE V

                          Powers and Duties of Officers

         Section 1. President. Subject to the general control of the board of
directors, the president shall manage and supervise all the affairs and
personnel of the corporation and shall discharge all the usual functions of the
chief executive officer of a corporation. He shall preside at all meetings of
shareholders and directors and shall have such

                                     - 9 -



other powers and duties as these By-Laws or the board of directors may
prescribe. Shares of other corporations owned by this corporation may be voted
by the president or by such proxies as the president shall designate. The
president shall have authority to execute, with the secretary, powers of
attorney appointing other corporations, partnerships or individuals, the agents
of the corporation subject to law, the Articles of Incorporation and these
By-Laws.

         Section 2. Vice Presidents. The vice presidents, in the order
designated by the board of directors, shall have all the powers of, and perform
all the duties incumbent upon, the president during his absence or disability
and shall have such other powers and duties as these By-Laws or the board of
directors may prescribe.

         Section 3. Secretary. The secretary shall attend all meetings of the
shareholders and of the board of directors, and keep, or cause to be kept, a
true and complete record of the proceedings of such meetings, and he shall
perform a like duty, when required, for all standing committees appointed by the
board of directors. If required, he shall attest the execution by the
corporation of deeds, leases, agreements and other official documents. He shall
attend to the giving and serving of all notices of the corporation required by
these By-Laws, shall have custody of the books (except books of account) and
records of the corporation, and in general shall perform all duties pertaining
to the

                                    - 10 -



office of secretary and such other duties as these By-Laws or the board of
directors may prescribe.

         Section 4. Treasurer. The treasurer shall keep correct and complete
records of account, showing accurately at all times the financial condition of
the corporation. He shall have charge and custody of, and be responsible for,
all funds, notes, securities and other valuables which may from time to time
come into the possession of the corporation. He shall deposit, or cause to be
deposited, all funds of the corporation with such depositaries as the board of
directors shall designate. He shall furnish at meetings of the board of
directors, or whenever requested, a statement of the financial condition of the
corporation, and in general shall perform all duties pertaining to the office of
treasurer and such other duties as these By-Laws or the board of directors may
prescribe.

         Section 5. Assistant Officers. The board of directors may from time to
time designate and elect assistant officers who shall have such powers and
duties as the officers whom they are elected to assist shall specify and
delegate to them, and such other powers and duties as these By-Laws or the board
of directors may prescribe. An assistant secretary may, in the absence or
disability of the secretary, attest the execution of all documents by the
corporation.

                                    - 11 -



                                   ARTICLE VI

                                  Miscellaneous

         Section 1. Corporate Seal. The corporation shall have no seal.

         Section 2. Execution of Contracts and Other Documents. Unless otherwise
ordered by the board of directors, all written contracts and other documents
entered into by the corporation shall be executed on behalf of the corporation
by the president or a vice president, and, if required, attested by the
secretary or an assistant secretary.

         Section 3. Fiscal Year. The fiscal year of the corporation shall begin
on June 1 of each year and end on the immediately following May 31.

                                  ARTICLE VII

                                   Amendments

         Subject to law and the Articles of Incorporation, the power to make,
alter, amend or repeal all or any part of these By-Laws is vested in the board
of directors. The affirmative vote of a majority of all the directors shall be
necessary to effect any such changes in these By-Laws.

                                     - 12 -

EX-3.67

                                                                    EXHIBIT 3.67

- --------------------------------------------------------------------------------
       MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
Date Received                 (FOR BUREAU USE ONLY)
                                                              FILED
JAN 20 1994
- -------------                                               JAN 27 1994

              Adjusted per telephone                      Administrator
              authorization from                MICHIGAN DEPARTMENT OF COMMERCE
              David Tennent.                    Corporation & Securities Bureau
- --------------------------------------------
Name
  David L. Tennent
- --------------------------------------------
Address
  801 W. Big Beaver Rd, Ste. 500
- --------------------------------------------
City          State           ZIP Code
  Troy       MI              48084             EFFECTIVE DATE:
- --------------------------------------------------------------------------------
  DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE.

                       RESTATED ARTICLES OF INCORPORATION
                     FOR USE BY DOMESTIC PROFIT CORPORATIONS
             (Please read information and instructions on last page)

         Pursuant to the provisions of Act 284, Public Acts of 1972, the
undersigned corporation executes the following Articles:

1.   The present name of the corporation is:  SUMMERFIELD REALTY CORPORATION

2.   The corporation identification number assigned by the Bureau is:  454-101

3.   All former names of the corporation are:

4.   The date of filing the original Articles of Incorporation was:  9/26/90

     The following Restated Articles of Incorporation supersede the Articles of
     Incorporation as amended and shall be the Articles of Incorporation for the
     corporation:

ARTICLE I

The name of the corporation is:  SUMMERFIELD REALTY CORPORATION

ARTICLE II

The purpose or purposes for which the corporation is formed are: To engage in
     any activity within the purposes for which corporations may be formed under
     the Business Corporation Act of Michigan.

GOLD SEAL APPEARS ONLY ORIGINAL



ARTICLE III

The total authorized shares:

     Common shares 60,000                   Preferred shares ___________________

     A statement of all or any of the relative rights, preferences and
     limitations of the shares of each class is as follows:

ARTICLE IV

1.   The address of the current registered office is:

     30333 Southfield Road Southfield, Michigan   48076
     --------------------------------           ----------
          (STREET ADDRESS)  (CITY)              (ZIP CODE)

2.   The mailing address of the current registered office if different than
     above:

     ____________________________________________, Michigan ____________________
       (P.O. BOX)                     (CITY)                     (ZIP CODE)

3.   The name of the current resident agent is: Richard A. Nawrocki

ARTICLE V (Optional. Delete if not applicable.)

When a compromise or arrangement or a plan of reorganization of this corporation
is proposed between this corporation and its creditors or any class of them or
between this corporation and its shareholders or any class of them, a court of
equity jurisdiction within the state, on application of this corporation or of a
creditor or shareholder thereof, or on application of a receiver appointed for
the corporation, may order a meeting of the creditors or class of creditors or
of the shareholders or class of shareholders to be affected by the proposed
compromise or arrangement or reorganization, to be summoned in such manner as
the court directs. If a majority in number representing 3/4 in value of the
creditors or class of creditors, or of the shareholders or class of shareholders
to be affected by the proposed compromise or arrangement or a reorganization,
agree to a compromise or arrangement or a reorganization of this corporation as
a consequence of the compromise or arrangement, the compromise or arrangement
and the reorganization, if sanctioned by the court to which the application has
been made, shall be binding on all the creditors or class of creditors, or on
all the shareholders or class of shareholders and also on this corporation.

ARTICLE VI (Optional. Delete if not applicable.)

Any action required or permitted by the Act to be taken at an annual or special
meeting of shareholders may be taken without a meeting, without prior notice and
without a vote, if consents in writing, setting forth the action so taken, are
signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote on the action were present and
voted. The written consents shall bear the date of signature of each shareholder
who signs the consent. No written consents shall be effective to take the
corporate action referred to unless, within 60 days after the record date for
determining shareholders entitled to express consent to or to dissent from a
proposal without a meeting, written consents signed by a sufficient number of
shareholders to take the action are delivered to the corporation. Delivery shall
be to the corporation's registered office, its principal place of business, or
an officer or agent of the corporation having custody of the minutes of the
proceedings of its shareholders. Delivery made to a corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested.

Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to shareholders who have not
consented in writing.

GOLD SEAL APPEARS ONLY ON ORIGINAL



ARTICLE VII (Additional provisions, if any, may be inserted here; attach
additional pages if needed.)

               SEE ADDENDUM ATTACHED HERETO AND MADE A PART HEREOF

5.   COMPLETE SECTION (a) IF THE RESTATED ARTICLES WERE ADOPTED BY THE UNANIMOUS
     CONSENT OF THE INCORPORATORS BEFORE THE FIRST MEETING OF THE BOARD OF
     DIRECTORS; OTHERWISE, COMPLETE SECTION (b)

     a. [ ] These Restated Articles of Incorporation were duly adopted on the
            _____ day of _____, 19 _____, in accordance with the provisions of
            Section 642 of the Act by the unanimous consent of the incorporators
            before the first meeting of the Board of Directors.

            Signed this _____ day of _________________________________, 19 _____

            __________________________________  ________________________________

            __________________________________  ________________________________
            (SIGNATURES OF INCORPORATORS; TYPE OR PRINT NAME UNDER EACH
            SIGNATURE)

     b. [x] These Restated Articles of Incorporation were duly adopted on the
            14TH day of JANUARY, 1994, in accordance with the provisions of
            Section 642 of the Act and: (check one of the following)

            [ ] were duly adopted by the Board of Directors without a vote of
                the shareholders. These Restated Articles of Incorporation only
                restate and integrate and do not further amend the provisions of
                the Articles of Incorporation as heretofore amended and there is
                no material discrepency between those provisions and the
                provisions of these Restated Articles.

            [ ] were duly adopted by the shareholders. The necessary number of
                shares as required by statute were voted in favor of these
                Restated Articles.

            [ ] were duly adopted by the written consent of the shareholders
                having not less than the minimum number of votes required by
                statute in accordance with Section 407(1) of the Act. Written
                notice to shareholders who have not consented in writing has
                been given. (Note: Written consent by less than all of the
                shareholders is permitted only if such provision appears in the
                Articles of Incorporation.)

            [X] were duly adopted by the written consent of all the shareholders
                entitled to vote in accordance with Section 407(2) of the Act.

                  Signed this 14 day of January, 1994

                  By /s/ Richard A. Nawrocki
                     ------------------------------------------------
                         (SIGNATURE)

                     Richard A. Nawrocki                 President
                     ---------------------------------------------------
                     (TYPE OR PRINT NAME)          (TYPE OR PRINT TITLE)

GOLD SEAL APPEARS ONLY ON ORIGINAL



               ATTACHMENT TO RESTATED ARTICLES OF INCORPORATION OF
                         SUMMERFIELD REALTY CORPORATION

ARTICLE VII

(1)  A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for a breach of fiduciary
duty as a director, except for liability: (a) for any breach of the director's
duty of loyalty to the corporation or its shareholders; (b) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (c) for a violation of Section 551(1) of the Michigan Business
Corporation Act; (d) for any transaction from which the director derived an
improper personal benefit; or (e) for any act or omission occurring prior to the
date of the approval of this Article. In the event the Michigan Business
Corporation Act is amended after the approval of this Article to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the corporation shall be
eliminated or limited to the fullest extent permitted by the Michigan Business
Corporation Act, as so amended. Any repeal, modification or adoption of any
provision in these Articles of Incorporation inconsistent with this Article
shall not adversely affect any right or protection of a director of the
corporation existing at the time of such repeal, modification or adoption.

(2)  Directors and officers of the corporation shall be indemnified as of right
to the fullest extent now or hereafter permitted by law in connection with any
actual or threatened civil, criminal, administrative or investigative action,
suit or proceeding (whether formal or informal and whether brought by or in the
name of the corporation, a subsidiary or otherwise) arising out of: (a) any
actual or alleged act or omission at any time as a director or officer of the
corporation, a subsidiary, or any organization for which the person is serving
at the request of the corporation; (b) their past, present or future status as a
director of officer of the corporation, a subsidiary or any organization for
which the person is serving at the request of the corporation. Persons who are
not directors or officers of the corporation may be similarly indemnified in
respect of such service to the extent authorized at any time by the board of
directors of the corporation. The provisions of this Article shall be applicable
to directors and officers who have ceased to render such service and shall inure
to the benefit of their heirs, executors and administrators. The right of
indemnity provided herein shall not be exclusive, and the corporation may
provide indemnification to any person, by agreement or otherwise, on such terms
and conditions as the board of directors of the corporation may approve. Any
agreement for indemnification of any director, officer, employee or other person
may provide indemnification rights which are broader or otherwise different than
those set forth in the Michigan Business Corporation Act.

GOLD SEAL APPEARS ONLY ON ORIGINAL



- --------------------------------------------------------------------------------
              MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
               CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received                                       (FOR BUREAU USE ONLY)
                                                            FILED
JUN 21 1999
- ------------------                                       JUN 21 1999

                                                        Administrator
                                             CORP, SECURITIES & LAND DEV. BUREAU
- ---------------------------------------
Name
Address  517-663-2525 Ref # 94118
         Attn: Cheryl J. Bixby
         MICHIGAN RUNNER SERVICE
City     P. O. BOX 266
         Eaton Rapids, MI 48827                      EFFECTIVE DATE:
- --------------------------------------------------------------------------------
  DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE

            CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
                     FOR USE BY DOMESTIC PROFIT CORPORATIONS
           (Please read information and Instructions on the last page)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:

1.   The present name of the corporation is: SUMMERFIELD REALTY CORPORATION

2.   The identification number assigned by the Bureau is:  454-101

3.   The location of its registered office is:

      30333 Southfield Road   Southfield, Michigan   48076
      ----------------------------------           ----------
        (Street Address)        (City)             (ZIP Code)

4.   Article I of the Articles of Incorporation is hereby amended to read as
     follows:

     The name of the corporation is HLI - SUMMERFIELD REALTY CORP.

Article IV of the Articles of Incorporation is hereby amended to read as
follows:

1.   The address of the registered office is 15300 Centennial Drive, Northville,
     Michigan 48167.

3.   The name of the resident agent at the registered office is Patrick B.
     Carey.

GOLD SEAL APPEARS ONLY ON ORIGINAL



5.   (FOR AMENDMENTS ADOPTED BY UNANIMOUS CONSENT OF INCORPORATORS BEFORE THE
     FIRST MEETING OF THE BOARD OF DIRECTORS OR TRUSTEES.)

     The foregoing amendment to the Articles of Incorporation was duly adopted
     on the_____day of_____, 19_____, in accordance with the provisions of the
     Act by the unanimous consent of the incorporator(s) before the first
     meeting of the Board of Directors or Trustees.

            Signed this_____________day of__________________________, 19_____.

     ____________________________________  _____________________________________
                  (Signature)                         (Signature)
     ____________________________________  _____________________________________
            (Type or Print Name)                 (Type or Print Name)
     ____________________________________  _____________________________________
                  (Signature)                         (Signature)
     ____________________________________  _____________________________________
            (Type or Print Name)                 (Type or Print Name)

6.   (FOR PROFIT CORPORATIONS, AND FOR NONPROFIT CORPORATIONS WHOSE ARTICLES
     STATE THE CORPORATION IS ORGANIZED ON A STOCK OR ON A MEMBERSHIP BASIS.)

     The foregoing amendment to the Articles of Incorporation was duly adopted
     on the 30th day of April, 1999 by the shareholders if a profit corporation,
     or by the shareholders or members if a nonprofit corporation (check one of
     the following)

     [ ] at a meeting. The necessary votes were cast in favor of the amendment.

     [ ] by written consent of the shareholders or members having not less than
         the minimum number of votes required by statute in accordance with
         Section 407(1) and (2) of the Act if a nonprofit corporation, or
         Section 407(1) of the Act if a profit corporation. Written notice to
         shareholders or members who have not consented in writing has been
         given. (Note: Written consent by less than all of the shareholders or
         members is permitted only if such provision appears in the Articles of
         Incorporation.)

     [X] by written consent of all the shareholders or members entitled to vote
         in accordance with section 407(3) of the Act if a nonprofit
         corporation, or Section 407(2) of the Act if a profit corporation.

         Signed this 17th day of June, 1999

         By /s/ William D. Shovers
            --------------------------------------------------------------------
            (Signature of President, Vice-President, Chairperson,
            Vice-Chairperson)

         William D. Shovers                         Vice-President
         -----------------------------------------------------------------------
         (Type or Print Name)                     (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL



- --------------------------------------------------------------------------------
              MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
               CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Dated Recived                                       (FOR BUREAU USE ONLY)
                                                            FILED
JUN 28 1999
- -------------------------                                JUN 28 1999

                                                        Administrator
                                            CORP., SECURITIES & LAND DEV. BUREAU
- -----------------------------
Ph. 517-663-2525 Ref # 94366
Attn: Cheryl J. Bixby
MICHIGAN RUNNER SERVICE
P.O. BOX 266
Eaton Rapids, MI 48827                      EXPIRATION DATE: DECEMBER 31, 2004
- -----------------------------
  DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE

                          CERTIFICATE OF ASSUMED NAME
  FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES
           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or limited
liability company in item one executes the following Certificate:

1.   The true name of the corporation, limited partnership, or limited liability
     company is:

     HLI - SUMMERFIELD REALTY CORP.

2.   The identification number assigned by the Bureau is:  454-101

3.   The location of the corporation or limited liability company registered
     office in Michigan or the office at which the limited partnership records
     are maintained is:

     15300 Centennial Drive        Northville       Michigan       48167
     ----------------------------------------------------------------------
        (Street Address)             (City)          (State)     (Zip Code)

4. The assumed name under which business is to be transacted is:

   SUMMERFIELD REALTY CORPORATION

  COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

                Signed this 17th day of June, 1999

                By /s/ William D. Shovers
                   ------------------------------------------------------
                       (Signature)

                William D. Shovers                    Vice President
                ---------------------------------------------------------
                (Type or Print Name)               (Type or Print Title)

                _________________________________________________________
                                             (Limited Partnerships Only -
                                             Indicate Name of General
                                             Partner if a corporation
                                             or other entity)

                GOLD SEAL APPEARS ONLY ON ORIGINAL



- --------------------------------------------------------------------------------
               MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
                          BUREAU OF COMMERCIAL SERVICES
- --------------------------------------------------------------------------------
Date Received                                              (FOR BUREAU USE ONLY)
                                                                   FILED
- ------------------                                              APR 22 2002

                     This document is effective on the        CIS Administator
                     date filed, unless a subsequent        BUREAU OF COMMERCIAL
                     effective date within 90 days after          SERVICES
                     received date is stated in the
                     document.
- ----------------------------------------------------
Name
   Kelly Brushaber
- ----------------------------------------------------
Address
   15300 Centennial Drive
- ----------------------------------------------------
City                   State       Zip Code
   Northville          MI           48167              EFFECTIVE DATE:
- --------------------------------------------------------------------------------
  DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE.
   IF LEFT BLANK DOCUMENT WILL BE MAILED TO THE REGISTERED OFFICE.

   CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT
  FOR USE BY DOMESTIC AND FOREIGN CORPORATIONS AND LIMITED LIABILITY COMPANIES
           (Please read information and instructions on reverse side)

         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act 23,
Public Acts of 1993 (limited liability companies), the undersigned corporation
or limited liability company executes the following Certificate:

1.   The name of the corporation or limited liability company is:

       HLI - Summerfield Realty Corp.

2.   The identification number assigned by the Bureau is:  454-101

3.   a. The name of the resident agent on file with the Bureau is: Patrick B.
        Carey

     b. The location of the registered office on file with the Bureau is:

          15300 Centennial Drive, Northville, Michigan   48167
          ----------------------------------           ----------
              (Street Address)     (City)              (ZIP Code)

     c. The mailing address of the above registered office on file with the
        Bureau is:

                Same as above                        , Michigan
     ------------------------------------------------            ---------------
        (Street Address or P.O. Box)       (City)                   (ZIP Code)

  ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD

4.   a. The name of the resident agent is: Patrick C. Cauley

     b. The address of the registered office is:

           15300 Centennial Drive, Northville, Michigan    48167
     ----------------------------------------           ----------
               (Street Address)     (City)              (ZIP Code)

     c. The mailing address of the registered office IF DIFFERENT THAN 4B is:

                                            , Michigan
     ---------------------------------------            ----------
        (Street Address or P.O. Box) (City)             (ZIP Code)

5.   The above changes were authorized by resolution duly adopted by: 1. ALL
     CORPORATIONS: its Board of Directors; 2. PROFIT CORPORATIONS ONLY: the
     resident agent if only the address of the registered office is changed, in
     which case a copy of this statement has been mailed to the corporation; 3.
     LIMITED LIABILITY COMPANIES: an operating agreement, affirmative vote of a
     majority of the members pursuant to section 502(1), managers pursuant to
     section 405, or the resident agent if only the address of the registered
     office is changed.

6.   The corporation or limited liability company further states that the
     address of its registered office and the address of its resident agent, as
     changed, are identical.

Signature                 Type of Print Name and Title        Date Signed

/s/ Larry Karenko         Larry Karenko, Vice President       April 9, 2002

GOLD SEAL APPEARS ONLY ON ORIGINAL

EX-3.68

                                                                    EXHIBIT 3.68

                                     BY-LAWS

                                       OF

                         SUMMERFIELD REALTY CORPORATION

                             A MICHIGAN CORPORATION

                    (INCLUDING ALL AMENDMENTS AS OF 1/14/94)

1.       SHAREHOLDERS' MEETING

         1.1      ANNUAL MEETING. The annual meeting of the Shareholders shall
be held in each year after the expiration of the fiscal year of the Corporation
at such time and place as shall be determined by the Board of Directors, for the
purpose of electing Directors and of transacting such other business as may
properly be brought before the meeting.

         1.2      SPECIAL MEETINGS. A Special Meeting of the Shareholders may be
called to be held at such time and place as may be designated by the Chairperson
of the Board, a majority of the Board of Directors, or not less than an
aggregate of ten percent (10%) of the outstanding shares of stock of the
Corporation having the right to vote at such Special Meeting.

         1.3      NOTICE OF MEETINGS. Written notice of the time, place and
purposes of every meeting of the Shareholders of this Corporation shall be
given, either personally or by mail, not less than ten (10) nor more than sixty
(60) days before said meeting to each Shareholder of record of the Corporation
entitled to vote at such meeting. Notices shall state the authority pursuant to
which they are issued as, "by order of" the "Chairperson of the Board", "Board
of Directors", or "Shareholders".

         1.4      WAIVER OF NOTICE. Notice of the time, place and purpose of any
meeting of the Shareholders of this Corporation may be waived by telegram,
radiogram, cablegram, or other writing either before or after such meeting has
been held.

                  A Shareholder's attendance at a meeting of Shareholders, in
person or by proxy, will result in (a) a waiver of objection to lack of notice
or defective notice of the meeting unless the Shareholder at the beginning of
the meeting objects to holding the meeting or transacting business at the
meeting and (b) waiver of objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes described in the meeting
notice, unless the Shareholder objects to considering the matter when it is
presented.


         1.5      QUORUM. At every meeting of the Shareholders, the holders of
record of a majority of the outstanding shares of stock of the Corporation
entitled to vote at such meeting, whether present in person or represented by
proxy, shall constitute a quorum.

         1.6      RECORD DATE. The Board of Directors may fix in advance a date
not exceeding sixty (60) days nor less than ten (10) days preceding the original
date fixed for any meeting of Shareholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, as a record
date for the determination of the Shareholders entitled to notice of, and to
vote at, any such meeting, or entitled to receive payment of any such dividend,
or to any such allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock. In such case, such
Shareholders and only such Shareholders as shall be Shareholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation or otherwise after any
such record date is fixed as aforesaid. Nothing in this Section shall affect the
rights of a Shareholder and his/her transferee or transferor as between
themselves.

         1.7      VOTING RIGHTS. At all times, each holder of record of the
common stock of the Corporation shall be entitled to one vote for each share of
common stock standing in his/her name on the books of the Corporation, subject,
however, to the full effect of the limitations imposed by the fixed record date
for determination of Shareholders set forth elsewhere in this Article.

         1.8      VOTE BY SHAREHOLDER CORPORATION. Shares standing in the name
of another domestic or foreign corporation may be voted by an officer or agent,
or by proxy appointed by an officer or agent of such corporation.

         1.9      ACTION BY UNANIMOUS WRITTEN CONSENT. Any action required or
permitted to be taken at an Annual or Special Meeting of Shareholders may be
taken without a meeting, without prior notice and without a vote, if before or
after the action all the Shareholders entitled to vote thereon consent thereto
in writing.

         1.10     ELECTRONIC PARTICIPATION. A Shareholder may participate in a
meeting of Shareholders by a conference telephone or by other similar
communications equipment through which all persons participating in the meeting
may communicate with the other participants. All participants shall be advised
of the communications equipment and the names of the participants in the

                                       2


conference shall be divulged to all participants. Participation in a meeting
pursuant to this Section constitutes presence in person at the meeting.

2.       SHARES

         2.1      CERTIFICATES. Every Shareholder of this Corporation shall be
entitled to a certificate of his or her shares signed by the Chairperson of the
Board, Vice-Chairperson of the Board, President or a Vice-President and which
may also be signed by another officer of the Corporation. Each such certificate
shall state on its face that the Corporation is formed under the laws of this
state, the name of the person to whom issued, the number and class of Shares,
and the designation of the series, if any, which the certificate represents.

3.       BOARD OF DIRECTORS

         3.1      NUMBER AND TERM OF OFFICE. The business, property and affairs
of the Corporation shall be managed by a Board of Directors composed of one (l)
or more members who need not be Shareholders. The number of Directors for the
Board of Directors shall be determined by a majority vote of the Shareholders.
The first Board of Directors shall hold office until the first annual meeting of
Shareholders. At the first annual meeting of Shareholders and at each annual
meeting thereafter, the Shareholders shall elect Directors to hold office until
the succeeding annual meeting. A Director shall hold office for the term for
which he or she is elected and until his or her successor is elected and
qualified, or until his or her resignation or removal. A Director may resign by
written notice to the Corporation. The resignation is effective upon its receipt
by the Corporation or a later time as set forth in the notice of resignation.

         3.2      VACANCIES. A vacancy occurring in the Board may be filled by
the Shareholders or the Board. A vacancy filled by the Board may be filled for a
term of office continuing only until the next election of Directors by the
Shareholders.

         3.3      ANNUAL MEETINGS. At the place of holding the annual meeting of
Shareholders and immediately following the same, the Board of Directors as
constituted upon final adjournment of such Shareholder meeting shall convene
without notice for the purpose of electing officers and transacting any other
business properly brought before it; provided, that the annual meeting in any
year may be held at a different time and place than that herein provided by
consent of a majority of the Directors of such new Board.

         3.4      REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such time and place as the Board of

                                       3


Directors shall from time to time determine by resolution of the Board of
Directors or by waiver of notice and consent. No notice of regular meetings of
the board shall be required.

         3.5      SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairperson of the Board or a majority of the Directors in
office at the time of the call, whenever in his/her or their judgment it may be
necessary, by giving reasonable notice, either personally or by mail or
telegram, of the time and place of such meeting. Any action taken at any such
meeting shall not be invalidated for want of notice if such notice shall be
waived as herein provided.

         3.6      WAIVER OF NOTICE. Notice of the time and place of any meeting
of the Board of Directors may be waived in writing or by telegram, radiogram, or
cablegram, either before or after such meeting has been held. A Director's
attendance at or participation in a meeting waives any required notice to him or
her of the meeting unless he or she at the beginning of the meeting, or upon his
or her arrival, objects to the meeting or the transacting of business at the
meeting and does not thereafter vote for or assent to any action taken at the
meeting.

         3.7      PURPOSE. Neither the business to be transacted nor the purpose
of a regular or special meeting need be specified in the notice or waiver of
notice of the meeting.

         3.8      ELECTRONIC PARTICIPATION. A Director may participate in a
meeting of the Board or of any committee designated by the Board by means of a
conference telephone or similar communications equipment through which all
persons participating in the meeting can communicate with the other
participants. Participation in a meeting pursuant to this subsection constitutes
presence in person at the meeting.

         3.9      QUORUM. A majority of the Directors then in office, or of the
members of a committee thereof, constitutes a quorum for the transaction of
business. If there shall be less than a quorum present at any meeting of the
Board of Directors, a majority of the Directors present may adjourn the meeting
from time to time without notice other than announcement at the meeting until a
quorum shall be present, at which time any business may be transacted which
might have been transacted at the meeting as first convened had there been a
quorum present. The vote of the majority of the Directors present at any meeting
of the Board or committee thereof at which a quorum is present constitutes the
action of the Board or of the committee except that amendment of these By-Laws
requires the vote of not less than a majority of the members of the Board then
in office.

         3.10     ACTION BY UNANIMOUS WRITTEN CONSENT. Action required or
permitted to be taken pursuant to authorization voted at a

                                       4

meeting of the Board or a committee thereof, may be taken without a meeting if,
before or after the action, all members of the Board then in office or of the
committee consent to the action in writing. The written consents shall be filed
with the minutes of the proceedings of the Board or the committee. The consent
has the same effect as a vote of the Board or committee for all purposes.

     3.11 ELECTION OF OFFICERS. The Board of Directors of the Corporation shall
elect or appoint a president, a secretary and a treasurer and may elect or
appoint a chairman of the board. None of said officers, except the chairman of
the board, need be a director. The Board of Directors shall have the power to
appoint such other officers and agents as the board may deem necessary for the
transaction of the business of the Corporation, including the power to appoint
one or more vice-presidents and one or more attorneys-in-fact.

4.   OFFICERS

     4.1  OFFICERS. The officers of the Corporation shall consist of a
president, secretary, treasurer and, if approved by the Board, a chairperson of
the Board, one or more vice-presidents and such other officers as may be
determined by the Board.

     4.2  CHAIRPERSON OF THE BOARD. The Chairperson of the Board shall be
selected by and from the membership of the Board of Directors. He/she shall
preside at all meetings of the Shareholders and of the Board of Directors.

     4.3  PRESIDENT. The President shall be the chief executive officer of the
Corporation. He/she shall, subject to the control of the Board of Directors,
have general and active management of the business of the Corporation, with
such general powers and duties of supervision and management as are usually
vested in the office of president of a corporation. He/she shall see that all
orders and resolutions of the Board of Directors are carried into effect, and
shall have such other powers and duties as may be assigned to him/her by the
Board of Directors.

     4.4  VICE-PRESIDENTS. The Board of Directors may select one or more
vice-president who, subject to the control of the president, shall have such
powers and duties as may be assigned to each of them by the Board of Directors.

     4.5  SECRETARY. The Secretary shall be selected by the Board of Directors.
Subject to the control of the Chairperson of the Board, he/she shall attend all
meetings of Shareholders and of the Board of Directors, and shall preserve in
books of the Corporation, true minutes of the proceedings of all such meetings.
He/she shall have such additional powers and duties as may be assigned to
him/her by the Board of Directors.



                                       5

     4.6  TREASURER. The Treasurer shall be selected by the Board of Directors.
Subject to the control of the President, he/she shall have custody of all
corporate funds and securities, and shall keep in books belonging to the
Corporation full and accurate accounts of all receipts and disbursements.
He/she shall deposit all monies, securities and other valuable effects in the
name of the Corporation in such depositories as may be designated for the
purpose by the Board of Directors. He/she shall disburse the funds of the
Corporation as may be ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the Chairperson of the Board and the
Directors at regular meetings of the Board and whenever requested by them and
to the President, an account of all his transactions as Treasurer. He/she shall
in general perform all duties incident to the office of treasurer, and shall
have such additional powers and duties as may be assigned to him/her by the
Board of Directors.

     4.7  TERM; REMOVAL OF OFFICERS AND AGENTS; RESIGNATION. An officer elected
or appointed as herein provided shall hold office for the term for which he or
she is elected or appointed and until his/her successor is elected or appointed
and qualified, or until his/her resignation or removal. Any officer or agent
may be removed by the Board of Directors at any time, with or without cause.
The removal of an officer shall be without prejudice to his contract rights, if
any. The election or appointment of an officer does not of itself create
contract rights. An officer may resign by written notice to the Corporation.
The resignation is effective upon its receipt by the Corporation or at a
subsequent time specified in the notice of resignation.

5.  EXECUTION OF INSTRUMENTS

     5.1  MONEY INSTRUMENTS. All checks, drafts and orders for payment of money
shall be signed in the name of the Corporation by such officer(s) or agent(s)
and in such manner including the use of facsimile signatures as the Board of
Directors shall from time to time designate for that purpose.

     5.2  OTHER INSTRUMENTS. The Board of Directors shall have power to
designate the officers and agents (or a single officer or agent) who shall have
authority to execute any contract, conveyance or other instrument or document on
behalf of the Corporation. When the execution or any contract, conveyance or
other instrument or document has been authorized without specification of the
executing officers, the Chairperson of the Board or President may execute the
same in the name and on behalf of the Corporation, or any Vice-President, and
the Secretary or Assistant Secretary may execute the same in the name and on
behalf of the Corporation.


                                       6

6.       INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES

         6.1      THIRD-PARTY PROCEEDING. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he/she is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him/her in connection with
such action, suit or proceeding if he/she acted in good faith and in a manner
he/she reasonably believed to be in or not opposed to the best interests of the
Corporation or its Shareholders, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his/her conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he/she reasonably believed to be in or not opposed to the best
interests of the Corporation or its Shareholders, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his/her
conduct was unlawful.

         6.2      DERIVATIVE SHAREHOLDER LIABILITY. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he/she
is or was a director, officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, whether for profit or
not, against expenses (including attorneys' fees) and amounts paid in settlement
actually and reasonably incurred by the person in connection with the action or
suit if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the Corporation or its
Shareholders; except that no indemnification shall be made for any claim, issue
or matter in which the person has been found liable to the Corporation except to
the extent ordered by a court of competent jurisdiction.



                                       7

7.       AMENDMENT OF BY-LAWS

         These by-laws may be altered, amended, added to, rescinded or repealed
by the affirmative vote of a majority of the Shares entitled to vote or, except
insofar as exercise of such power shall be contrary to the Articles of
Incorporation, by the Board of Directors.

EX-3.69

                                                                    EXHIBIT 3.69

- --------------------------------------------------------------------------------
      MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
Date Received     Adjusted per telephone                  (FOR BUREAU USE ONLY)
                    authorization from
FEB 01 1994
- -----------------------------------------

                       Barb Carter.                          FILED
- -----------------------------------------
                                                           FEB 11 1994

                                                          Administrator
                                                 MICHIGAN DEPARTMENT OF COMMERCE
                                                 Corporation & Securities Bureau

Name
          David L. Tennent
- -----------------------------------------
Address
          801 W. Big Beaver Rd, Ste. 500
- -----------------------------------------
City               State        Zip Code
        Troy      MI             48084               EFFECTIVE DATE:
- -----------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE.-

                       RESTATED ARTICLES OF INCORPORATION
                    FOR USE BY DOMESTIC PROFIT CORPORATIONS
            (Please read information and instructions on last page)

     Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned
corporation executes the following Articles:

- --------------------------------------------------------------------------------
1.   The present name of the corporation is: T C REALTY, INC.

2.   The corporation identification number assigned by the Bureau is: 225-982

3.   All former names of the corporation are: CMI-TECH CENTER, INC.

4.   The date of filing the original Articles of Incorporation was: 9/17/87
- --------------------------------------------------------------------------------

     The following Restated Articles of Incorporation supersede the Articles of
     Incorporation as amended and shall be the Articles of Incorporation for the
     corporation:

ARTICLE 1
- --------------------------------------------------------------------------------
 The name of the corporation is: T C REALTY, INC.
- --------------------------------------------------------------------------------
ARTICLE II
- --------------------------------------------------------------------------------

The purpose or purposes for which the corporation is formed are: To engage in
  any activity within the purposes for which corporations may be formed under
  the Business Corporation Act of Michigan.
- --------------------------------------------------------------------------------


GOLD SEAL APPEARS ONLY ON ORIGINAL



ARTICLE III
- --------------------------------------------------------------------------------
 The total authorized shares:

    Common shares 50,000             Preferred shares __________________________

    A statement of all or any of the relative rights, preferences and
    limitations of the shares of each class is as follows:

ARTICLE IV
- --------------------------------------------------------------------------------
1. The address of the current registered office is:

30333 Southfield Road          Southfield, Michigan     48076
- -----------------------------------------           -----------
(STREET ADDRESS)                (CITY)               (ZIP CODE)

2. The mailing address of the current registered office if different than above:

      ___________________________________, Michigan __________________
      (P.O. BOX)                   (CITY)               (ZIP CODE)

3. The name of the current resident agent is: Gary F. Ruff
- --------------------------------------------------------------------------------

ARTICLE V (OPTIONAL. DELETE IF NOT APPLICABLE.)
- --------------------------------------------------------------------------------
When a compromise or arrangement or a plan of reorganization of this corporation
is proposed between this corporation and its creditors or any class of them or
between this corporation and its shareholders or any class of them, a court of
equity jurisdiction within the state, on application of this corporation or of a
creditor or shareholder thereof, or on application of a receiver appointed for
the corporation, may order a meeting of the creditors or class of creditors or
of the shareholders or class of shareholders to be affected by the proposed
compromise or arrangement or reorganization, to be summoned in such manner as
the court directs. If a majority in number representing 3/4 in value of the
creditors or class of creditors, or of the shareholders of class of shareholders
to be affected by the proposed compromise or arrangement or a reorganization,
agree to a compromise or arrangement or a reorganization of this corporation as
a consequence of the compromise or arrangement, the compromise or arrangement
and the reorganization, if sanctioned by the court to which the application has
been made, shall be binding on all the creditors or class of creditors, or on
all the shareholders or class of shareholders and also on this corporation.
- --------------------------------------------------------------------------------

ARTICLE VI (OPTIONAL. DELETE IF NOT APPLICABLE.)
- --------------------------------------------------------------------------------
Any action required or permitted by the Act to be taken at an annual or special
meeting of shareholders may be taken without a meeting, without prior notice and
without a vote, if consents in writing, setting forth the action so taken, are
signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote on the action were present and
voted. The written consents shall bear the date of signature of each shareholder
who signs the consent. No written consents shall be effective to take the
corporate action referred to unless, within 60 days after the record date for
determining shareholders entitled to express consent to or to dissent from a
proposal without a meeting, written consents signed by a sufficient number of
shareholders to take the action are delivered to the corporation. Delivery shall
be to the corporation's registered office, its principal place of business, or
an officer or agent of the corporation having custody of the minutes of the
proceedings of its shareholders. Delivery made to a corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested.

Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to shareholders who have not
consented in writing.
- --------------------------------------------------------------------------------

GOLD SEAL APPEARS ONLY ON ORIGINAL



ARTICLE VII ( ADDITIONAL PROVISIONS, IT ANY, MAY BE INSERTED HERE; ATTACH
ADDITIONAL PAGES IF NEEDED.)

- --------------------------------------------------------------------------------

     SEE ADDENDUM ATTACHED HERETO AND MADE A PART HEREOF

- --------------------------------------------------------------------------------

5.   COMPLETE SECTION (a) IF THE RESTATED ARTICLES WERE ADOPTED BY THE UNANIMOUS
     CONSENT OF THE INCORPORATORS BEFORE THE FIRST MEETING OF THE BOARD OF
     DIRECTORS; OTHERWISE, COMPLETE SECTION (b)

     a.   [ ]   These Restated Articles of Incorporation were duly adopted on
                the______ day of __________, 19_______, in accordance with the
                provisions of Section 642 of the Act by the unanimous consent of
                the incorporators before the first meeting of the Board of
                Directors.

                Signed this ________ day of __________________________, 19______

                _________________________________  _____________________________

                _________________________________  _____________________________

                  (SIGNATURES OF INCORPORATORS: TYPE OR PRINT NAME UNDER EACH
                                        SIGNATURE)

     b.   [X]   These Restated Articles of Incorporation were duly adopted on
                the 14TH day of JANUARY, 1994, in accordance with the provisions
                of Section 642 of the Act and: (check one of the following)

                [ ]   were duly adopted by the Board of Directors without a vote
                      of the shareholders. These Restated Articles of
                      Incorporation only restate and integrate and do not
                      further amend the provisions of the Articles of
                      Incorporation as heretofore amended and there is no
                      material discrepancy between those provisions and the
                      provisions of these Restated Articles.

                [ ]   were duly adopted by the shareholders. The necessary
                      number of shares as required by statute were voted in
                      favor of these Restated Articles.

                [ ]   were duly adopted by the written consent of the
                      shareholders having not less than the minimum number of
                      votes required by statute in accordance with Section
                      407(1) of the Act. Written notice to shareholders who have
                      not consented in writing has been given. (Note: Written
                      consent by less than all of the shareholders is permitted
                      only if such provision appears in the Articles of
                      Incorporation.)

                [X]   were duly adopted by the written consent of all the
                      shareholders entitled to vote in accordance with Section
                      407(2) of the Act.

                             Signed this 14th day of January, 1994

                             By /s/ Gary F. Ruff
                                ------------------------------------------------
                                                  (SIGNATURE)

                                 Gary F. Ruff                    President
                             ---------------------------------------------------
                              (TYPE OR PRINT NAME)         (TYPE OR PRINT TITLE)

GOLD SEAL APPEARS ONLY ON ORIGINAL


               ATTACHMENT TO RESTATED ARTICLES OF INCORPORATION OF
                                 TC REALTY, INC.

ARTICLE VII

(1)  A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for a breach of fiduciary
duty as a director, except for liability: (a) for any breach of the director's
duty of loyalty to the corporation or its shareholders; (b) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (c) for a violation of Section 551(1) of the Michigan
Business Corporation Act; (d) for any transaction from which the director
derived an improper personal benefit; or (e) for any act or omission occurring
prior to the date of the approval of this Article. In the event the Michigan
Business Corporation Act is amended after the approval of this Article to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the corporation
shall be eliminated or limited to the fullest extent permitted by the Michigan
Business Corporation Act, as so amended. Any repeal, modification or adoption of
any provision in these Articles of Incorporation inconsistent with this Article
shall not adversely affect any right or protection of a director of the
corporation existing at the time of such repeal, modification or adoption.

(2)  Directors and officers of the corporation shall be indemnified as of right
to the fullest extent now or hereafter permitted by law in connection with any
actual or threatened civil, criminal, administrative or investigative action,
suit or proceeding (whether formal or informal and whether brought by or in the
name of the corporation, a subsidiary or otherwise) arising out of: (a) any
actual or alleged act or omission at any time as a director or officer of the
corporation, a subsidiary, or any organization for which the person is serving
at the request of the corporation; (b) their past, present or future status as a
director of officer of the corporation, a subsidiary or any organization for
which the person is serving at the request of the corporation. Persons who are
not directors or officers of the corporation may be similarly indemnified in
respect of such service to the extent authorized at any time by the board of
directors of the corporation. The provisions of this Article shall be applicable
to directors and officers who have ceased to render such service and shall inure
to the benefit of their heirs, executors and administrators. The right of
indemnity provided herein shall not be exclusive, and the corporation may
provide indemnification to any person, by agreement or otherwise, on such terms
and conditions as the board of directors of the corporation may approve. Any
agreement for indemnification of any director, officer, employee or other person
may provide indemnification rights which are broader or otherwise different than
those set forth in the Michigan Business Corporation Act.





- -------------------------------------------------------------------------------
             MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
               CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- -------------------------------------------------------------------------------

Date Received                                              (FOR BUREAU USE ONLY)
JUN 21 1999
- ----------------------
                                                               FILED
                                                         JUN 21 1999
                                                         Administrator
                                            CORP., SECURITIES & LAND DEV. BUREAU


Name    ____________ ________ _________ ___________
Address 517-663-2525 Ref #94118
Attn:   Chery1 J. Bixby
        MICHIGAN RUNNER SERVICE
City    P.O. BOX 266
        Eaton Rapids, MI 48827                       EFFECTIVE DATE;

DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE. -

            CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
                     FOR USE BY DOMESTIC PROFIT CORPORATIONS
          (Please read information and instructions on the last page)

     Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:

1. The present name of the corporation is: T C REALTY, INC.

2. The identification number assigned by the Bureau is: 225-982

3. The location of its registered office is:

30333 Southfield Road          Southfield, Michigan       48076
- ---------------------          --------------------      ---------
(Street Address)                   (City)               (ZIP Code)

4. Article I of the Articles of Incorporation is hereby amended to read as
   follows:

The name of the corporation is HLI REALITY, INC.

Article IV of the Articles of Incorporation is hereby amended to read as
follows;

1. The address of the registered office 15300 Centennial Drive, Northville,
   Michigan 48167.

3. The name of the resident agent at the registered office is Patrick B. Carey.


GOLD SEAL APPEARS ONLY ON ORIGINAL



5. (FOR AMENDMENTS ADOPTED BY UNANIMOUS CONSENT OF INCORPORATORS BEFORE THE
   FIRST MEETING OF THE BOARD OF DIRECTORS OR TRUSTEES.)

   The foregoing amendment to the Articles of Incorporation was duly adopted on
   the _____day of_____, 19_____, in accordance with the provisions of the Act
   by the unanimous consent of the incorporator(s) before the first meeting of
   the Board of Directors or Turstees.

                Signed this__________day of_____________, 19_____________.
   ___________________________________  ________________________________________
                (Signature)                           (Signature)

   ___________________________________  ________________________________________
           (Type or Print Name)                  (Type or Print Name)

   ___________________________________  ________________________________________
                (Signature)                           (Signature)

   ___________________________________  ________________________________________
           (Type or Print Name)                  (Type or Print Name)

6. (FOR PROFIT CORPORATIONS, AND FOR NONPROFIT CORPORATIONS WHOSE ARTICLES STATE
   THE CORPORATION IS ORGANIZED ON A STOCK OR ON A MEMBERSHIP BASIS.)

   The foregoing amendment to the Articles of Incorporation was duly adopted on
   the 30th day of April, 1999 by the shareholders if a profit corporation, or
   by the shareholders or members if a nonprofit corporation (check one of the
   following)

   [ ] at a meeting. The necessary votes were cast in favor of the amendment.

   [ ] by written consent of the shareholders or members having not less than
       the minimum number of votes required by statute in accordance with
       Section 407(1) and (2) of the Act if a nonprofit corporation, or Section
       407(1) of the Act if a profit corporation. Written notice to shareholders
       or members who have not consented in writing has been given. (Note:
       Written consent by less than all of the shareholders or members is
       permitted only if such provision appears in the Articles of
       Incorporation.)

   [X] by written consent of all the shareholders or members entitled to vote in
       accordance with section 407(3) of the Act if a nonprofit corporation, or
       Section 407(2) of the Act if a profit corporation.

                                Signed this 17th day of June, 1999

       By /S/ William D. Shovers
          ----------------------------------------------------------------------
         (Signature of President, Vice-President, Chairperson, Vice-Chairperson)

          William D. Shovers                       Vice-President
         ----------------------------------------------------------
         (Type of Print Name)                 (Type of Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL




- -------------------------------------------------------------------------------
              MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
               CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- -------------------------------------------------------------------------------

Date Received                                              (FOR BUREAU USE ONLY)

JUN 28 1999
- ------------------------
                                                            FILED

                                                         JUN 28 1999

                                                        Administrator
                                            CORP., SECURITIES & LAND DEV. BUREAU



517-663-2525 REF #94366
Attn: Cheryl J. Bixby
MICHIGAN RUNNER SERVICE
P.O. Box 266
Eaton Rapids, MI 48827         EXPIRATION DATE: DECEMBER 31, 2004

DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE.

                           CERTIFICATE OF ASSUMED NAME
  FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES
           (Please read information and instructions on reverse side)

     Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or limited
liability company in item one executes the following Certificate:

1. The true name of the corporation, limited partnership, or limited liability
   company is:
   HLI REALTY, INC.

2. The identification number assigned by the Bureau is: (225-982)

3. The location of the corporation or limited liability company registered
   office in Michigan or the office at which the limited partnership records are
   maintained is:

   15300 Centennial Drive             Northville         Michigan       48167
   ----------------------             ----------         --------     ----------
   (Street Address)                     (City)            (State)     (Zip Code)

4. The assumed name under which business is to be transacted is:

   T C REALTY, INC.

   COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

                Signed this 17th day of June, 1999

                By /S/ William D. Shovers
                   ------------------------------------
                                (Signature)

                William D. Shovers                          Vice President
               --------------------------------------------------------------
               (Type or Print Name)                     (Type or Print Title)

     _________________________________________________________________
                     (Limited Partnerships Only - Indicate
                            Name of General Partner
                       if a corporation or other entity)

GOLD SEAL APPEARS ONLY ON ORIGINAL




- -------------------------------------------------------------------------------
              MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
                         BUREAU OF COMMERCIAL SERVICES
- -------------------------------------------------------------------------------

Date Received                           (FOR BUREAU USE ONLY)

                                                          FILED
                                                      APR 22 2002

            This document is effective on the date filed, unless a subsequent
            effective date within 90 days after received date is stated in the
            document.                               CIS Administrator
                                                    Bureau of Commercial Service

Name
    Kelly Brushaber
Address
    15300 Centennial Drive
City               State              Zip Code
    Northville      MI                 48167        EFFECTIVE DATE:

        DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE.
        IF LEFT BLANK DOCUMENT WILL BE MAILED TO THE REGISTERED OFFICE.

   CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT
              FOR USE BY CORPORATIONS, LIMITED LIABILITY COMPANIES
           (Please read information and instructions on reverse side)

     Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act
23, Public Acts of 1993 (limited liability companies), the undersigned
corporation or limited liability company executes the following Certificate:

1. The name of the corporation or limited liability company is:

       HLI Realty, Inc.

2. The identification number assigned by the Bureau is: 225-982

3. a. The name of the registered agent on file with the Bureau is: Patrick B.
      Carey

   b. The location of the registered office on file with the Bureau is:

      1530 Centennial Drive, Northville, Michigan  48167
     -----------------------------------          -----------
          (Street Address)     (City)              (Zip Code)

   c. The mailing address of the above registered office on file with the Bureau
      is:

     Same as above_________________________________, Michigan ________________
   (Street Address or P.O. Box)        (City)                    (Zip Code)

  ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD

4. a. The name of the resident agent is: Patrick C. Cauley

   b. The address of the registered office is:

     15300 Centennial Drive Northville, Michigan 48167
     ---------------------------------          -----------
       (Street Address)       (City)            (Zip Code)
   c. The mailing address of the registered office IF DIFFERENT THAN 4B is:

      _________________________________, Michigan________________________
      (Street Address or P.O. Box) (City)             (Zip Code)

5. The above changes were authorized by resolution duly adopted by: 1, ALL
   CORPORATIONS: its Board of Directors; 2. PROFIT CORPORATIONS ONLY: the
   resident agent if only the address of the registered office is changed, in
   which case a copy of this statement has been mailed to the corporation; 3.
   LIMITED LIABILITY COMPANIES: an operating agreement, affirmative vote of a
   majority of the members pursuant to section 502(1). managers pursuant to
   section 405, or the resident agent if only the address of the registered
   office is changed.

6. The corporation or limited liability company further states that the address
   of its registered office and the address of its resident agent, as changed,
   are identical.

Signature                      Type or Print Name and Title       Date Signed
/s/ Larry Karenko              Larry Karenko, Vice President      April 9, 2002

GOLD SEAL APPEARS ONLY ON ORIGINAL

EX-3.70

                                                                   EXHIBIT 3.70

                                     BY-LAWS

                                       OF

                                 TC REALTY, INC.

                             A MICHIGAN CORPORATION

                    (INCLUDING ALL AMENDMENTS AS OF 1/14/94)

1.       SHAREHOLDERS' MEETING

         1.1      ANNUAL MEETING. The annual meeting of the Shareholders shall
be held in each year after the expiration of the fiscal year of the Corporation
at such time and place as shall be determined by the Board of Directors, for the
purpose of electing Directors and of transacting such other business as may
properly be brought before the meeting.

         1.2      SPECIAL MEETINGS. A Special Meeting of the Shareholders may be
called to be held at such time and place as may be designated by the Chairperson
of the Board, a majority of the Board of Directors, or not less than an
aggregate of ten percent (10%) of the outstanding shares of stock of the
Corporation having the right to vote at such Special Meeting.

         1.3      NOTICE OF MEETINGS. Written notice of the time, place and
purposes of every meeting of the Shareholders of this Corporation shall be
given, either personally or by mail, not less than ten (10) nor more than sixty
(60) days before said meeting to each Shareholder of record of the Corporation
entitled to vote at such meeting. Notices shall state the authority pursuant to
which they are issued as, "by order of" the "Chairperson of the Board", "Board
of Directors", or "Shareholders".

         1.4      WAIVER OF NOTICE. Notice of the time, place and purpose of any
meeting of the Shareholders of this Corporation may be waived by telegram,
radiogram, cablegram, or other writing either before or after such meeting has
been held.

                  A Shareholder's attendance at a meeting of Shareholders, in
person or by proxy, will result in (a) a waiver of objection to lack of notice
or defective notice of the meeting unless the Shareholder at the beginning of
the meeting objects to holding the meeting or transacting business at the
meeting and (b) waiver of objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes described in the meeting
notice, unless the Shareholder objects to considering the matter when it is
presented.



         1.5      QUORUM. At every meeting of the Shareholders, the holders of
record of a majority of the outstanding shares of stock of the Corporation
entitled to vote at such meeting, whether present in person or represented by
proxy, shall constitute a quorum.

         1.6      RECORD DATE. The Board of Directors may fix in advance a date
not exceeding sixty (60) days nor less than ten (10) days preceding the original
date fixed for any meeting of Shareholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, as a record
date for the determination of the Shareholders entitled to notice of, and to
vote at, any such meeting, or entitled to receive payment of any such dividend,
or to any such allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock. In such case, such
Shareholders and only such Shareholders as shall be Shareholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation or otherwise after any
such record date is fixed as aforesaid. Nothing in this Section shall affect the
rights of a Shareholder and his/her transferee or transferor as between
themselves.

         1.7      VOTING RIGHTS. At all times, each holder of record of the
common stock of the Corporation shall be entitled to one vote for each share of
common stock standing in his/her name on the books of the Corporation, subject,
however, to the full effect of the limitations imposed by the fixed record date
for determination of Shareholders set forth elsewhere in this Article.

         1.8      VOTE BY SHAREHOLDER CORPORATION. Shares standing in the name
of another domestic or foreign corporation may be voted by an officer or agent,
or by proxy appointed by an officer or agent of such corporation.

         1.9      ACTION BY UNANIMOUS WRITTEN CONSENT. Any action required or
permitted to be taken at an Annual or Special Meeting of Shareholders may be
taken without a meeting, without prior notice and without a vote, if before or
after the action all the Shareholders entitled to vote thereon consent thereto
in writing.

         1.10     ELECTRONIC PARTICIPATION. A Shareholder may participate in a
meeting of Shareholders by a conference telephone or by other similar
communications equipment through which all persons participating in the meeting
may communicate with the other participants. All participants shall be advised
of the communications equipment and the names of the participants in the

                                       2



conference shall be divulged to all participants. Participation in a meeting
pursuant to this Section constitutes presence in person at the meeting.

2.       SHARES

         2.1      CERTIFICATES. Every Shareholder of this Corporation shall be
entitled to a certificate of his or her shares signed by the Chairperson of the
Board, Vice-Chairperson of the Board, President or a Vice-President and which
may also be signed by another officer of the Corporation. Each such certificate
shall state on its face that the Corporation is formed under the laws of this
state, the name of the person to whom issued, the number and class of Shares,
and the designation of the series, if any, which the certificate represents.

3.       BOARD OF DIRECTORS

         3.1      NUMBER AND TERM OF OFFICE. The business, property and affairs
of the Corporation shall be managed by a Board of Directors composed of one (1)
or more members who need not be Shareholders. The number of Directors for the
Board of Directors shall be determined by a majority vote of the Shareholders.
The first Board of Directors shall hold office until the first annual meeting of
Shareholders. At the first annual meeting of Shareholders and at each annual
meeting thereafter, the Shareholders shall elect Directors to hold office until
the succeeding annual meeting. A Director shall hold office for the term for
which he or she is elected and until his or her successor is elected and
qualified, or until his or her resignation or removal. A Director may resign by
written notice to the Corporation. The resignation is effective upon its receipt
by the Corporation or a later time as set forth in the notice of resignation.

         3.2      VACANCIES. A vacancy occurring in the Board may be filled by
the Shareholders or the Board. A vacancy filled by the Board may be filled for a
term of office continuing only until the next election of Directors by the
Shareholders.

         3.3      ANNUAL MEETINGS. At the place of holding the annual meeting of
Shareholders and immediately following the same, the Board of Directors as
constituted upon final adjournment of such Shareholder meeting shall convene
without notice for the purpose of electing officers and transacting any other
business properly brought before it; provided, that the annual meeting in any
year may be held at a different time and place than that herein provided by
consent of a majority of the Directors of such new Board.

         3.4      REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such time and place as the Board of

                                       3



Directors shall from time to time determine by resolution of the Board of
Directors or by waiver of notice and consent. No notice of regular meetings of
the board shall be required.

         3.5      SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairperson of the Board or a majority of the Directors in
office at the time of the call, whenever in his/her or their judgment it may be
necessary, by giving reasonable notice, either personally or by mail or
telegram, of the time and place of such meeting. Any action taken at any such
meeting shall not be invalidated for want of notice if such notice shall be
waived as herein provided.

         3.6      WAIVER OF NOTICE. Notice of the time and place of any meeting
of the Board of Directors may be waived in writing or by telegram, radiogram, or
cablegram, either before or after such meeting has been held. A Director's
attendance at or participation in a meeting waives any required notice to him or
her of the meeting unless he or she at the beginning of the meeting, or upon his
or her arrival, objects to the meeting or the transacting of business at the
meeting and does not thereafter vote for or assent to any action taken at the
meeting.

         3.7      PURPOSE. Neither the business to be transacted nor the purpose
of a regular or special meeting need be specified in the notice or waiver of
notice of the meeting.

         3.8      ELECTRONIC PARTICIPATION. A Director may participate in a
meeting of the Board or of any committee designated by the Board by means of a
conference telephone or similar communications equipment through which all
persons participating in the meeting can communicate with the other
participants. Participation in a meeting pursuant to this subsection constitutes
presence in person at the meeting.

         3.9      QUORUM. A majority of the Directors then in office, or of the
members of a committee thereof, constitutes a quorum for the transaction of
business. If there shall be less than a quorum present at any meeting of the
Board of Directors, a majority of the Directors present may adjourn the meeting
from time to time without notice other than announcement at the meeting until a
quorum shall be present, at which time any business may be transacted which
might have been transacted at the meeting as first convened had there been a
quorum present. The vote of the majority of the Directors present at any meeting
of the Board or committee thereof at which a quorum is present constitutes the
action of the Board or of the committee except that amendment of these By-Laws
requires the vote of not less than a majority of the members of the Board then
in office.

         3.10     ACTION BY UNANIMOUS WRITTEN CONSENT. Action required or
permitted to be taken pursuant to authorization voted at a

                                       4



meeting of the Board or a committee thereof, may be taken without a meeting if,
before or after the action, all members of the Board then in office or of the
committee consent to the action in writing. The written consents shall be filed
with the minutes of the proceedings of the Board or the committee. The consent
has the same effect as a vote of the Board or committee for all purposes.

         3.11     ELECTION OF OFFICERS. The Board of Directors of the
Corporation shall elect or appoint a president, a secretary and a treasurer and
may elect or appoint a chairman of the board. None of said officers, except the
chairman of the board, need be a director. The Board of Directors shall have the
power to appoint such other officers and agents as the board may deem necessary
for the transaction of the business of the Corporation, including the power to
appoint one or more vice-presidents and one or more attorneys-in-fact.

4.       OFFICERS

         4.1      OFFICERS. The officers of the Corporation shall consist of a
president, secretary, treasurer and, if approved by the Board, a chairperson of
the Board, one or more vice-presidents and such other officers as may be
determined by the Board.

         4.2      CHAIRPERSON OF THE BOARD. The Chairperson of the Board shall
be selected by and from the membership of the Board of Directors. He/she shall
preside at all meetings of the Shareholders and of the Board of Directors.

         4.3      PRESIDENT. The President shall be the chief executive officer
of the Corporation. He/she shall, subject to the control of the Board of
Directors, have general and active management of the business of the
Corporation, with such general powers and duties of supervision and management
as are usually vested in the office of president of a corporation. He/she shall
see that all orders and resolutions of the Board of Directors are carried into
effect, and shall have such other powers and duties as may be assigned to
him/her by the Board of Directors.

         4.4      VICE-PRESIDENTS. The Board of Directors may select one or more
vice-president who, subject to the control of the president, shall have such
powers and duties as may be assigned to each of them by the Board of Directors.

         4.5      SECRETARY. The Secretary shall be selected by the Board of
Directors. Subject to the control of the Chairperson of the Board, he/she shall
attend all meetings of Shareholders and of the Board of Directors, and shall
preserve in books of the Corporation, true minutes of the proceedings of all
such meetings. He/she shall have such additional powers and duties as may be
assigned to him/her by the Board of Directors.

                                       5



         4.6      TREASURER. The Treasurer shall be selected by the Board of
Directors. Subject to the control of the President, he/she shall have custody of
all corporate funds and securities, and shall keep in books belonging to the
Corporation full and accurate accounts of all receipts and disbursements. He/she
shall deposit all monies, securities and other valuable effects in the name of
the Corporation in such depositories as may be designated for the purpose by the
Board of Directors. He/she shall disburse the funds of the Corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the Chairperson of the Board and the Directors at regular meetings of
the Board and whenever requested by them and to the President, an account of all
his transactions as Treasurer. He/she shall in general perform all duties
incident to the office of treasurer, and shall have such additional powers and
duties as may be assigned to him/her by the Board of Directors.

         4.7      TERM; REMOVAL OF OFFICERS AND AGENTS; RESIGNATION. An officer
elected or appointed as herein provided shall hold office for the term for which
he or she is elected or appointed and until his/her successor is elected or
appointed and qualified, or until his/her resignation or removal. Any officer or
agent may be removed by the Board of Directors at any time, with or without
cause. The removal of an officer shall be without prejudice to his contract
rights, if any. The election or appointment of an officer does not of itself
create contract rights. An officer may resign by written notice to the
Corporation. The resignation is effective upon its receipt by the Corporation or
at a subsequent time specified in the notice of resignation.

5.       EXECUTION OF INSTRUMENTS

         5.1      MONEY INSTRUMENTS. All checks, drafts and orders for payment
of money shall be signed in the name of the Corporation by such officer(s) or
agent(s) and in such manner including the use of facsimile signatures as the
Board of Directors shall from time to time designate for that purpose.

         5.2      OTHER INSTRUMENTS. The Board of Directors shall have power to
designate the officers and agents (or a single officer or agent) who shall have
authority to execute any contract, conveyance or other instrument or document on
behalf of the Corporation. When the execution of any contract, conveyance or
other instrument or document has been authorized without specification of the
executing officers, the Chairperson of the Board or President may execute the
same in the name and on behalf of the Corporation, or any Vice-President, and
the Secretary or Assistant Secretary may execute the same in the name and on
behalf of the Corporation.

                                       6



6.       INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES

         6.1      THIRD-PARTY PROCEEDING. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he/she is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him/her in connection with
such action, suit or proceeding if he/she acted in good faith and in a manner
he/she reasonably believed to be in or not opposed to the best interests of the
Corporation or its Shareholders, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his/her conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he/she reasonably believed to be in or not opposed to the best
interests of the Corporation or its Shareholders, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his/her
conduct was unlawful.

         6.2      DERIVATIVE SHAREHOLDER LIABILITY. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he/she
is or was a director, officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, whether for profit or
not, against expenses (including attorneys' fees) and amounts paid in settlement
actually and reasonably incurred by the person in connection with the action or
suit if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the Corporation or its
Shareholders; except that no indemnification shall be made for any claim, issue
or matter in which the person has been found liable to the Corporation except to
the extent ordered by a court of competent jurisdiction.

                                       7



7.       AMENDMENT OF BY-LAWS

         These by-laws may be altered, amended, added to, rescinded or repealed
by the affirmative vote of a majority of the Shares entitled to vote or, except
insofar as exercise of such power shall be contrary to the Articles of
Incorporation, by the Board of Directors.

                                        8

EX-3.71

                                                                               .
                                                                               .
                                                                               .


                                                                    EXHIBIT 3.71

                                                                                             
DSCB204 (Rev. 81)                                  PLEASE INDICATE [CHECK ONE] TYPE CORPORATION:

                                                   [X] DOMESTIC BUSINESS CORPORATION                 FEE
                                                                                                   $75.00
   ARTICLES OF INCORPORATION
    [PREPARE IN TRIPLICATE]

COMMONWEALTH OF PENNSYLVANIA                       [ ] DOMESTIC BUSINESS CORPORATION
                                                       A CLOSE CORPORATION - COMPLETE BACK

DEPARTMENT OF STATE - CORPORATION BUREAU           [ ] DOMESTIC PROFESSIONAL CORPORATION
JOB NORTH OFFICE BUILDING, HARRISBURG, PA 17120        ENTER BOARD LICENSE NO.



010 NAME OF CORPORATION (MUST CONTAIN A CORPORATE INDICATOR UNLESS EXEMPT UNDER
15 P.S. 2908B)

         Quaker Alloy, Inc.
- --------------------------------------------------------------------------------
011 ADDRESS OF REGISTERED OFFICE IN PENNSYLVANIA (P.O. BOX NUMBER NOT
ACCEPTABLE)

         720 S. Cherry Street
- --------------------------------------------------------------------------------
012 CITY                  033 COUNTY          013 STATE        064 ZIP CODE
         Myerstown           Lebanon                 PA              17067
- ---------------------------------------------------------------------------
050 EXPLAIN THE PURPOSE OR PURPOSES OF THE CORPORATION

         The Corporation 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 the Business Corporation Law, Act of May 5,
         1933, P. L. 364, as amended.

(ATTACH 8 1/2 x 11 SHEET IN NECESSARY)

The Aggregate Number of Shares, Classes of Shares and Par Value of Shares Which
the Corporation Shall have Authority to Issue:

                                                                                                  
                                                  041 Stated Par Value Per                                 Perpetual
540 Number and Class of Shares 1,000,000 Common   Share if Any $.01         042 Total Authorized Capital   031 Term of Existence
                                                                            910,000.00
- --------------------------------------------------------------------------------------------------------------------------------



The Name and Address of Each Incorporator, and the Number and Class of Shares
Subscribed to by each Incorporator



                   061,062
060 Name           063, 064 Address  (Street, City, State, Zip Code)  Number & Class of Shares
- ----------------------------------------------------------------------------------------------
                                                                
Gary F. Yenkowski  100 Pine Street, P.O. Box 1166,                    1 Share Common
- ----------------------------------------------------------------------------------------------

                            Harrisburg, PA 17108
- ----------------------------------------------------------------------------------------------

                     (ATTACH 8 1/2 x 11 SHEET IF NECESSARY)
- ----------------------------------------------------------------------------------------------


  IN TESTIMONY WHEREOF, THE INCORPORATOR (S) HAS (HAVE) SIGNED AND SEALED THE
                           ARTICLES OF INCORPORATION

   THIS 10th DAY OF December 1985.

/s/ Gary F. Yenkowski
- ----------------------------------------     __________________________________
    Gary F. Yenkowski

________________________________________     __________________________________

_______________________________________________________________________________
                             --FOR OFFICE USE ONLY--

                                                             
030 FILED DEC 10 1995   007 CODE            003 REV BOX  SEQUENTIAL NO.  100 MICROFILM NUMBER
                                                            72203               85881343

                        REVIEWED BY
                                               004 SICC     AMOUNT          001 CORPORATION NUMBER
                        DATE APPROVED                         $75                    897570

                        DATE REJECTED       CERTIFY TO   INPUT BY        LOG IN    LOG IN
                                            [X] REV.
                        MAILED BY    DATE   [X] L & I    VERIFIED BY     LOG OUT   LOG OUT
                                            [ ] OTHER





                          COMMONWEALTH OF PENNSYLVANIA
                              DEPARTMENT OF STATE

                                     [LOGO]

                          CERTIFICATE OF INCORPORATION

                  OFFICE OF THE SECRETARY OF THE COMMONWEALTH

              TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING:

Whereas, Under the provisions of the Laws of the Commonwealth, the Secretary of
the Commonwealth is authorized and required to issue a "Certificate of
Incorporation" evidencing the incorporation of an entity.

Whereas, The stipulations and conditions of the Law have been fully complied
with by

                               QUAKER ALLOY, INC.

Therefore, Know [Ye], That subject to the Constitution of this
Commonwealth, and under the authority of the Laws thereof, I do by these
presents, which I have caused to be sealed with the Great Seal of the
Commonwealth, declare and certify the creation, erection and incorporation of
the above in deed and in law by the name chosen hereinbefore specified.

         Such corporation shall have and enjoy and shall be subject to all the
powers, duties, requirements, and restrictions, specified and enjoined in and by
the applicable laws of this Commonwealth.

      [LOGO]         Given under my Hand and the Great Seal of the Commonwealth,
                           at the City of Harrisburg, this 10th day of December
                           in the year of our Lord one thousand nine hundred and
                           eighty-five and of the Commonwealth the two hundred
                           tenth

                                /s/ Robert A. Gleason, Jr.
                               ------------------------------------
                               ACTING Secretary of the Commonwealth

                                                                         0897570



                                              Filed this________ day of_________
APPLICANT'S ACC'T NO.                         JAN 27, 1986.
                                              Commonwealth of Pennsylvania
DSCB: BCL-806 (Rev 8-72)     86091531         Department of State
                           ------------
Filing Fee: $40       (Line for numbering)
AB-2                      897570              /s/   Robert A. Gleason, Jr.
                                              ----------------------------------

Articles of                 COMMONWEALTH OF PENNSYLVANIA
Amendment--                       DEPARTMENT OF STATE
Domestic Business Corporation  CORPORATION BUREAU  Secretary of the Commonwealth
- --------------------------------------------------------------------------------
                                                         (Box for Certification)

    In compliance with the requirements of section 806 of the Business
Corporation Law, act of May 5, 1933 (P. L. 364) (15 P. S. Section 1806), the
undersigned corporation, desiring to amend its Articles, does hereby certify
that:

1.  The name of the corporation is:

    Quaker Alloy, Inc.

2.  The location of its registered office in this Commonwealth is the Department
of State is hereby authorized to correct the following statement to conform to
the records of the Department):

    720 South Cherry Street
- --------------------------------------------------------------------------------
     (NUMBER)                                                       (STREET)

    Myerstown                         Pennsylvania                    17067
- --------------------------------------------------------------------------------
     (CITY)                                                         (ZIP CODE)

3.  The statute by or under which it was incorporated is:

    Pa. Business Corporation Law

4.  The date of its incorporation is: December 10, 1985

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

    [ ] The meeting of shareholders of the corporation at which the amendment
was adopted was held at the time and place and pursuant to the kind and period
of notice herein stated.

    Time: The_________ day of________________19____________.

    Place:______________________________________________________________________

    Kind and period of notice___________________________________________________

    [X] The amendment was adopted by a consent in writing setting forth the
action so taken, signed by all of the shareholders entitled to vote thereon and
filed with the Secretary of the corporation.

6.  At the time of the action of shareholders:

    (a) The total number of shares outstanding was:

     1

    (b) The number of shares entitled to vote was:

     1



DSCB:BCL--806 (Rev. 8-72)-2

7.  In the action taken by the shareholders:

    (a) The number of shares voted in favor of the amendment was:

           1

    (b) The number of shares voted against the amendment was:
           0

8.  The amendment adopted by the shareholders, set forth in full, is as follows:

         RESOLVED, That Quaker Alloy, Inc. hereby eliminates cumulative voting
for directors of its Board of Directors.

    IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be signed by a duly authorized officer and its corporate seal,
duly attested by another such officer, to be hereunto affixed this  23rd day
of January, 1986.

                                                       Quaker Alloy, Inc.
                                                       -------------------------
                                                        (NAME OF CORPORATION)
Attest:

/s/ Albert C. Bailey                        BY: /s/ John C. Engeswick
- ------------------------------                  -------------------------------
(SIGNATURE)                                                (SIGNATURE)

Albert C. Bailey, V. P. of Finance/             John C. Engeswick, President
             Secretary                      -----------------------------------
- ----------------------------------          (TITLE PRESIDENT VICE PRESIDENT ETC)
(TITLE SECRETARY ASSISTANT SECRETARY ETC)

(CORPORATE SEAL)

INSTRUCTIONS FOR COMPLETION OF FORM

A.  Any necessary copies of Form DSCB: 17.2 (Consent to Appropriation of Name)
    or Form DSCB:17.3 (Consent to Use of Similar Name) shall accompany Articles
    of Amendment effecting a change of name.

B.  Any necessary governmental approvals shall accompany this form.

C.  Where action is taken by partial written consent pursuant to the Articles,
    the second alternate of Paragraph 5 should be modified accordingly.

D.  If the shares of any class were entitled to vote as a class, the number of
    shares of each class so entitled and the number of shares of all other
    classes entitled to vote should be set forth in Paragraph 6(b).

E.  It the shares of any class were entitled to vote as a class, the number of
    shares of such class and the number of shares of all other classes voted for
    and against such amendment respectively should be set forth in Paragraphs
    7(a) and 7(b).

F.  BCL Section 807 (15 P. S. Section 1807) requires that the corporation shall
    advertise its intention to file or the filing of Articles of Amendment.
    Proofs of publication of such advertising should not be delivered to the
    Department, but should be filed with the minutes of the corporation.



                          COMMONWEALTH OF PENNSYLVANIA
                                     [LOGO]

                              DEPARTMENT OF STATE

               TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING:

    WHEREAS, In and by Article VIII of the Business Corporation Law, Approved
the fifth day of May, Anno Domini one thousand nine hundred and thirty-three,
P. L. 364, as amended, the Department of State is authorized and required to
issue a

                            CERTIFICATE OF AMENDMENT

evidencing the amendment of the Articles of Incorporation of a business
corporation organized under or subject to the provisions of that Law, and

    WHEREAS, The stipulations and conditions of that Law pertaining to the
amendment of Articles of Incorporation have been fully complied with by

                               QUAKER ALLOY, INC.

    THEREFORE, KNOWN WE, That subject to the Constitution of this Commonwealth
and under the authority of the Business Corporation Law, I do by these presents,
which I have caused to be sealed with the Great Seal of the Commonwealth, extend
the rights and powers of the corporation named above, in accordance with the
terms and provisions of the Articles of Amendment presented by it to the
Department of State, with full power and authority to use and enjoy such rights
and powers, subject to all the provisions and restrictions of the Business
Corporation Law and all other applicable laws of this Commonwealth.

               Given  under my Hand and the Great Seal of the Commonwealth, at
                      the City of Harrisburg, this 27th day of January in the
                      year of our Lord one thousand nine hundred and eighty-six
                      and of the Commonwealth the two hundred tenth.

                                             /s/    Robert A. Gleason, Jr.
                                             -----------------------------------
                                               Secretary  of the Commonwealth



                                              Filed this________ day of_________
APPLICANT'S ACC'T NO.                         JUL 21, 1989.
                                              Commonwealth of Pennsylvania
DSCB: BCL-806 (Rev. 8-72)    86091531         Department of State
                           -----------
illegible Fee: 540     (Line for numbering)
AP-2                      897570-003          /s/       ILLEGIBLE
                                              ----------------------------------

Articles of                 COMMONWEALTH OF PENNSYLVANIA
Amendment                         DEPARTMENT OF STATE
Domestic Business Corporation  CORPORATION BUREAU  Secretary of the Commonwealth
- --------------------------------------------------------------------------------
                                                         (Box for Certification)

    In compliance with the requirements of section 806 of the Business
Corporation Law, act of May 5, 1933 (P . L. 3640015 P. S. Section 18061, the
undersigned corporation, desiring to amend its Articles, does hereby certify
that.

1.  The name of the corporation is

    Quaker Alloy, Inc.

2.  The location of its registered office in this Commonwealth is (the
Department of State is hereby authorized to correct the following statement to
conform to the records of the Department).

    South Cherry and Richland Avenue
- --------------------------------------------------------------------------------
   [NUMBER]                                                        (STREET)

    Myerstown                                Pennsylvania           17067
- --------------------------------------------------------------------------------
    (CITY)                                                        (ZIP CODE)

3.  The statute by or under which it was incorporated is

    Pennsylvania Business Corporation Law

4.  The date of its incorporation is December 10, 1985

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

    [X] The meeting of the shareholders of the corporation at which the
amendment was adopted was held at the time and place and pursuant to the kind
and period of notice herein stated.

    Time The 6th day of July, 1989

    Place [illegible]

    Kind and period of notice 10 day written notice


     [ ] The amendment was adopted by a consent in writing, setting forth the
action so taken, signed by all of the shareholders entitled to vote thereon and
filed with the Secretary of the corporation.

6   At the time of the action of shareholders.

    (a) The total number of shares outstanding was:

        1,589,720

    (b) The number of Shares entitled to vote was:

        1,589,720


7.  In the action taken by the shareholders:

    (a) The number of shares voted in favor of the amendment was:

    1,550,000

    (b) The number of shares voted against the amendment was:    0

8.  The amendment adopted by the shareholders set forth in full is as follows.

                  1. The name of the Corporation shall be changed to "CMI-Quaker
         Alloy, Inc."

                  2. The Number and Class of Shares authorized shall be changed
         to "1,000 shares common stock".

                  3. The Stated Par Value Per Share shall be changed to " $10.00
         per share".

     IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be signed by a duly authorised officer and its corporate seal
duly attested by another such officer to be hereunto afixed 6th day of July,
1989.

                                                       Quaker Alloy, Inc.
                                                       -------------------------
                                                        (NAME OF CORPORATION)
Attest:

/s/      Richard A. Nawrocki              BY: /s/         Ray H. Witt
- ------------------------------                ----------------------------------
         (SIGNATURE)                                      (SIGNATURE)

/s/ Richard A. Nawrocki                       /s/ Ray Witt
- ------------------------------                ----------------------------------
        Title Secretary                                   Title President
        Assistant Secretary ETC                           Vice President ETC

(CORPORATE SEAL)

INSTRUCTIONS FOR COMPLETION OF FORM

A.  Any necessary copies of Form DSCB: 17.2 (Consent to Appropriation of Name)
    or Form DSCB:17.3 (Consent to Use of Similar Name) shall accompany Articles
    of Amendment effecting a change of name.

B.  Any necessary governmental approvals shall accompany this form.

C.  Where action is taken by partial written consent pursuant to the Articles,
    the second alternate of Paragraph 5 should be modified accordingly.

D.  If the shares of any class were entitled to vote as a class, the number of
    shares of each class so entitled and the number of shares of all other
    classes entitled to vote should be set forth in Paragraph 6(b).

E.  If the shares of any class were entitled to vote as a class the number of
    shares of such class and the number of shares of all other classes voted for
    and against such amendment respectively should be set forth in Paragraphs
    7(a) and 7(b).

F.   BCL Section 807 (15 P.S. Section 1807) requires that the corporation shall
     advertise its intention to file or the filing of Articles of Amendment.
     Proofs of publication of such advertising should not be delivered to the
     Department, but should be filed with the minutes of the corporation.



                          COMMONWEALTH OF PENNSYLVANIA

                           [DEPARTMENT OF STATE LOGO]

               TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING:

    WHEREAS, In and by Article VIII of the Business Corporation Law, approved
the fifth day of May, Anno Domini one thousand nine hundred and thirty-three,
P. L. 364, as amended, the Department of State is authorized and required to
issue a

                            CERTIFICATE OF AMENDMENT

evidencing the amendment of the Articles of Incorporation of a business
corporation organized under or subject to the provisions of that Law, and

    WHEREAS, The stipulations and conditions of that Law pertaining to the
amendment of Articles of Incorporation have been fully complied with by

                               QUAKER ALLOY, INC.
                                 name changed to
                             CMI-QUAKER ALLOY, INC.

    THEREFORE, KNOW WE, That subject to the Constitution of this Commonwealth
and under the authority of the Business Corporation Law, I do by these presents,
which I have caused to be sealed with the Great Seal of the Commonwealth, extend
the rights and powers of the corporation named above, in accordance with the
terms and provisions of the Articles of Amendment presented by it to the
Department of State, with full power and authority to use and enjoy such rights
and powers, subject to all the provisions and restrictions of the Business
Corporation Law and all other applicable laws of this Commonwealth.

               GIVEN  under my Hand and the Great Seal of the Commonwealth, at
                      the City of Harrisburg, this 21st day of July in the
                      year of our Lord one thousand nine hundred and eighty-nine
                      and of the Commonwealth the two hundred fourteenth.

                                             /s/       [ILLIGIBLE]
                                             -----------------------------------
                                                Secretary of the Commonwealth

EX-3.72

                                                                    EXHIBIT 3.72

                                     BYLAWS

                                       OF

                               QUAKER ALLOY, INC.

                                  As Adopted:

                                 April 1, 1986

                                  As Amended:

                                 April 14, 1987


                                     BYLAWS

                              OF QUAKER ALLOY, INC.

                                    ARTICLE I

         1.1      The name of the corporation is Quaker Alloy, Inc.

                                   ARTICLE II

                                     OFFICES

         2.1      The registered office of the corporation shall be located at
720 S-Cherry Street, Myerstown, PA 17067.

         2.2      The corporation also may have offices at such other places as
the Board of Directors may from time to time determine.

                                   ARTICLE III

                                     SHARES

         3.1      Share certificates shall be issued to each holder of
fully-paid shares, in numerical order, from the share certificate books, signed
by the President, countersigned by the Secretary and sealed by the Secretary
with the corporate seal. A record of each certificate issued shall be kept on
the stub thereof.

         3.2      Every shareholder of record shall be entitled to a share
certificate representing the shares owned by him, but a share certificate shall
not be issued to any shareholder until the shares represented thereby have been
fully paid. No note or obligation given by a shareholder, whether secured by
pledge or otherwise, shall be considered as payment, in whole or in part, of any
shares.

         3.3      Transfers of shares shall be made only upon the books of the
corporation, and before a new certificate is issued, the old certificate must be
surrendered for cancellation. The corporation shall not be bound by any
restrictions on the transferability of shares imposed by any agreement to
which it is not a party unless both written notice of such agreement or
restriction is given to the Secretary and notice of such

                                      - 1 -



agreement or restriction has been put upon the stock certificate so restricted.

         3.4      In case a share certificate is lost, destroyed or stolen, the
claimant thereof shall promptly give notice of the fact to the Secretary of the
Corporation by affidavit, shall give the corporation a bond of indemnity
acceptable in form and amount, and shall satisfy such other requirements as the
Secretary or Board of Directors shall impose under the circumstances, and upon
satisfactory proof being produced of such loss or destruction, a new certificate
may be issued in place of the original security in accordance with applicable
law.

         3.5      The holder of record of any share or shares shall be entitled
by the corporation to be treated as the holder in fact thereof, and the company
accordingly shall not be bound to recognize any equitable claim to or interest
in such share on the part of any other person, whether or not it shall have
express or other notice thereof, save as expressly provided by applicable laws.

         3.6      A shareholder shall not be personally liable for any debt or
liability of the corporation, except as may be imposed by law.

         3.7      The treasury stock of the corporation shall consist of such
issued and outstanding shares of the corporation as may be donated to the
corporation or otherwise acquired, and shall be held subject to disposal by the
Board of Directors. Such shares shall neither vote nor participate in dividends
while held by the corporation.

                                   ARTICLE IV

                                  SHAREHOLDERS

         4.1      The annual meeting of the shareholders of this corporation
shall be held at such time, date and place as the Board of Directors shall
determine.

         4.2      Special meetings of the shareholders may be called to be held
at the registered office of the corporation, or at such other place designated
in the call, at any time, by the President or by resolution of the Board of
Directors, or upon written request of the shareholders holding one-fifth of the
outstanding shares having voting rights. Upon written request of the shareholder
or shareholders entitled to call a special

                                      - 2 -



meeting, the Secretary shall give notice of such special meeting, to be held at
such time as the Secretary may fix, not less than ten nor more than sixty days
after the receipt of such request. Upon neglect or refusal of the Secretary to
issue such call, the person or persons making the request may do so.

         4.3      At least five days before each meeting of shareholders, the
officer having charge of the transfer books for shares shall make a complete
list of the shareholders entitled to vote at the meeting, arranged in
alphabetical order, with the address of, and the number of shares held by each,
which list shall be kept on file at the registered office of the corporation
and shall be subject to inspection of any shareholders at any time during usual
business hours. Such list shall be produced and kept open at the time and place
of meeting, subject to the inspection of any shareholders during the whole time
of the meeting. The preparation of such list may be dispensed with by oral or
written agreement of all the shareholders.

         4.4      Except as herein otherwise provided, notice of meeting,
written or printed for every regular or special meeting of the shareholders,
shall be prepared and mailed to the last known post office address of each
shareholder having voting rights, not less than five days before any such
meeting, and if for a special meeting, such notice shall state the object or
objects thereof. No failure of or irregularity in notice of any regular meeting
shall invalidate such meeting or any proceeding thereat. Notice of a meeting
may be waived by written waiver signed by all persons entitled to notice.

         4.5      A quorum at any meeting of the shareholders shall consist of a
majority of the voting shares of the corporation, represented in person or by
proxy. A majority of such quorum shall decide any question that may come before
the meeting unless such question is by statute required to be decided by a
majority of the outstanding shares or otherwise.

         4.6      The Board of Directors, or any member thereof, may be removed
at any time by a majority vote of the holders of the outstanding shares entitled
to vote at an election of directors, in the manner provided by law. Vacancies
so occasioned may be filled at the same meeting.

         4.7      The order of business at the annual meeting, and as far as
possible, at all other meetings of the shareholders shall be:

                                      - 3 -



                  (a)      Call of roll

                  (b)      Proof of due notice of meeting

                  (c)      Reading and disposal of any unapproved minutes

                  (d)      Reports of officers and committees

                  (e)      Election of directors

                  (f)      Unfinished business

                  (g)      New business

                  (h)      Adjournment

         4.8      Shareholders shall have the right to be represented and vote
by proxy at any meeting of shareholders.

         4.9      Any action which may be taken at a meeting of shareholders
may be taken without a meeting, if a consent in writing setting forth the action
so taken shall be signed by all of the shareholders who would be entitled to
vote at a meeting for such purposes or shall be signed by such lesser number of
shareholders as the Articles of Incorporation may provide, and shall be filed
with the Secretary of the Corporation.

         4.10     Any one or more shareholders may participate in any meeting of
shareholders by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other.

         4.11     The election of directors shall be at the annual meeting of
the shareholders. Nominations of candidates for election to the Board of
Directors shall be received from shareholders entitled to elect directors at
such annual meeting, unless the Board of Directors determines that the following
written nomination procedure shall be followed, in which case nomination for
election to the Board shall occur only in accordance with the procedure. The
written nomination procedure shall be as follows: not less than thirty days
before the annual meeting, the corporation shall notify all shareholders in
writing that they may submit written nominations of candidates for election to
the Board. Such notice shall direct any shareholder desiring to make a
nomination to submit in writing the name or names of nominees to the Secretary
of the corporation at a designated address prior to the date of the meeting,
shall include a statement to the effect that no nominations will be accepted at
the meeting or otherwise allowed except in accordance with the written
nomination procedure, and may stipulate that only nominations received by the
Secretary by a date not later than ten days after the date of the notice shall
be placed before the meeting.

                                      - 4 -



                                    ARTICLE V

                                    DIRECTORS

         5.1      The business and property of the corporation shall be managed
by a Board of not more than five (5) directors, who shall be elected annually by
the shareholders having voting rights, for the term of one year, and shall serve
until the election and acceptance of their duly qualified successors. Directors
need not be shareholders. Any vacancies may be filled by the Board of Directors
for the unexpired term. The Board of Directors shall have full power, and it is
hereby expressly authorized, to increase, or decrease, the number of directors
from time to time without requiring a vote of the stockholders; provided,
however, that the number of directors shall never be less than one. The meetings
of the Board of Directors may be held at such place within or without the
Commonwealth of Pennsylvania as the majority of the directors appoint, or as may
be designated in the notice of meeting.

         5.2      The annual meeting of the Board of Directors shall be held
within thirty (30) days following the annual meeting of shareholders.

         5.3      Regular meetings of the Board of Directors shall be held on
the 10th day of each month at 10:00 a.m. when there is any business to transact.
If the 10th day is a Sunday or holiday such meeting shall be held on the next
date which is not a Sunday or holiday. Notice of meetings may be waived by
written waiver signed by all the directors.

         5.4      Special meetings of the Board of Directors may be called at
any time by the President, or by a majority of the members of the Board, or may
be held at any time and place, either within or without the Commonwealth of
Pennsylvania, without notice, by unanimous written consent of all the members,
or by the presence of all members at such meeting.

         5.5      Notice of special meetings shall be given by the Secretary to
each member of the board not less than three days before any such meeting, and
notice of such special meetings shall state the purposes thereof. Notice of such
meetings may be waived by written waiver signed by all the directors.

         5.6      A quorum at any meeting shall consist of a majority of the
entire membership of the board. A majority of such quorum shall decide any
question that may come before the meeting, unless otherwise provided by statute.

                                      - 5 -



         5.7      The Board of Directors may, by resolution adopted by a
majority of the whole board, designate one or more committees, each committee
to consist of two or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. Any
such committee to the extent provided in such resolution or in the bylaws, shall
have and exercise the authority of the Board of Directors in the management of
the business and affairs of the corporation. In the absence or disqualification
of any member of such committee or committees, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another director to act at the
meeting in the place of any such absent or disqualified members.

         5.8      Any action which may be taken at a meeting of the directors or
of the members of the executive or other committee may be taken without a
meeting, if a consent or consents in writing setting forth the action so taken
shall be signed by all of the directors or the members of the committee, as the
case may be, and shall be filed with the Secretary of the corporation.

         5.9      Any one or more directors may participate in a meeting of the
board or of a committee of the board by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.

         5.10     Officers of the corporation, including the President, shall be
elected by the Board of Directors, at their first meeting after the election of
directors each year. If any office becomes vacant, including the office of
President, during the year, the Board of Directors shall fill the same for the
unexpired term.

         5.11     Inspection of the books and accounts of the corporation
(except in such cases as may be allowed by law) may be permitted only in
accordance with such rules and regulations and under such conditions as the
Board of Directors shall from time to time determine upon, and the shareholders'
rights in this respect are and shall be restricted and limited accordingly.

         5.12     The order of business at any regular or special meeting of the
Board of Directors shall be:

                  (a)      Reading and disposal of any unapproved minutes

                                      - 6 -



                  (b)      Reports of officers and committees

                  (c)      Unfinished business

                  (d)      New business

                  (e)      Adjournment

                                   ARTICLE VI

                                    OFFICERS

         6.1      The officers of the corporation shall be a President, a
Secretary, a Treasurer and such other officers, assistant officers, and agents
as the Board of Directors may determine and all officers, assistant officers,
and agents shall be elected for the term of one year and shall hold office until
their successors are elected and qualified. Any number of offices may be held by
the same person.

         6.2      The President shall be the chief executive officer of the
corporation, shall preside at all meetings, shall have general supervision of
the affairs of the corporation, shall sign or countersign all certificates,
contracts, and other instruments of the corporation, as authorized by the Board
of Directors, shall make reports to the directors and shareholders, and shall
perform all such other duties as are incident to his office or are properly
required of him by the Board of Directors.

         6.3      The Secretary shall issue notices for all meetings, shall keep
their minutes, shall have charge of the seal and the books of the corporation,
shall sign with the President such instruments as require such signature, and
shall make such reports and perform such other duties as are incident to his
office, or are properly required of him by the Board of Directors.

         6.4      The Treasurer shall have the custody of all monies and
securities of the corporation and shall keep regular books of account. He shall
sign or countersign such instruments as require his signature, shall perform all
duties incident to his office or that are properly required of him by the Board
of Directors, and if required by the Board of Directors, shall give bond for the
faithful performance of his duties in such sum and with such sureties as may be
required by the Board of Directors.

         6.5      All other officers, assistant officers, and agents shall
perform such duties as may be required of them by the

                                      - 7 -



Board of Directors. All officers, assistant officers, and agents of the
corporation shall be subject to removal by the Board of Directors whenever in
its judgment the best interests of the corporation will be served thereby, but
such removal shall be without necessary prejudice to the contract rights, if
any, of the person removed.

         6.6      The Board of Directors shall have power to fix the
compensation of all officers and assistant officers of the corporation. It may
authorize any officer upon whom the power of appointing subordinate officers may
have been conferred, to fix the compensation of such subordinate officers.

                                   ARTICLE VII

                              DIVIDENDS AND FINANCE

         7.1      Dividends shall be declared as provided by law at such times
as the Board of Directors shall direct, and no dividend shall be declared that
will impair the capital of the corporation.

         7.2      The monies of the corporation shall be deposited in the name
of the corporation, in such banks or depositories as the Board of Directors
shall designate, and shall be drawn out only by check signed as directed by the
Board of Directors.

         7.3      The compensation of officers and directors of the corporation
shall be in such amount or at such rate as shall be fixed by order of the Board
of Directors or by such person or persons as may be delegated by the Board to
fix such compensation.

         7.4      The officers of the corporation shall tender to the Board of
Directors such financial reports of the condition of the corporation as may be
required by the Board of Directors. The directors and officers shall be required
to forward to the shareholders an annual financial report prepared as of the
close of each fiscal year. No such financial report need be prepared or verified
by a certified public accountant, unless directed to be so prepared or verified
by an order of the Board of Directors.

         7.5      The Treasurer, with the approval of the President, may make
charitable contributions out of the funds of the corporation for purposes
permitted by law, without the consent of the shareholders or directors, to the
extent that such

                                      - 8 -



contributions shall be deductible by the corporation for income tax purposes;
provided, however, that full report of such contributions shall be made to the
Board of Directors at its next meeting.

                                  ARTICLE VIII

                                   FISCAL YEAR

         8.1      The Board of Directors shall have the power by resolution to
fix the fiscal year of the corporation. If the Board of Directors shall fail to
do so, the President shall fix the fiscal year.

                                   ARTICLE IX

                                      SEAL

         9.1      The corporate seal of the corporation shall consist of two
concentric circles, between which is the name of the corporation, and the word
"Pennsylvania", and in the inner circle shall be inscribed the words "Corporate
Seal", and the year of formation of the corporation, and such seal is impressed
on the margin hereof and is hereby adopted as the corporate seal of the
corporation.

                                    ARTICLE X

                                BOOKS AND RECORDS

         10.1     The corporation shall keep correct and complete books and
records of account and shall also keep minutes of the proceedings of its Board
of Directors and of committees having any of the authority of the Board of
Directors.

                                   ARTICLE XI

                                  MISCELLANEOUS

         11.1     The corporation may enter into contracts or transact business
with one or more of its directors, officers and shareholders, or with any
corporation, partnership, association, or other organization, or concern in
which any one or more of its directors, officers, or shareholders are directors,
officers or

                                      - 9 -



shareholders or have a financial interest; and in the absence of fraud, no such
contract or transaction shall be invalidated or in any way affected by the fact
that such directors, officers, or shareholders of the corporation have interests
which are adverse to the interests of the corporation. Any such contract or
transaction shall not be invalidated if authorized or ratified at any duly
constituted meeting of the Board of Directors, of any duly authorized committee
thereof or at any duly constituted meeting of the shareholders if:

                  (1)      In the case of a meeting of the Board of Directors or
         a committee thereof, the material facts as to such interests and as to
         the contract or transaction are disclosed or are known to the Board of
         Directors and the Board in good faith authorizes the contract or
         transaction by a vote sufficient for such purpose without counting the
         vote of the interested director or directors; or

                  (2)      In the case of a meeting of shareholders, the
         material facts as to such interests and as to the contract or
         transaction are disclosed or are known to the shareholders entitled to
         vote thereon, and the contract or transaction is specifically approved
         in good faith by vote of the shareholders; or

                  (3)      In either case, the contract or transaction is fair
         as to the corporation as of the time it is authorized, approved or
         ratified by the Board of Directors or the Shareholders.

Interested directors may be counted in determining the presence of a quorum at a
meeting of the Board of Directors which authorized a contract or transaction
specified above.

         11.2     No person shall be disqualified from holding office as
director or officer of the corporation by reason of any adverse interest
described in Section 1 of this Article VII.

         11.3     No director, officer, or shareholder having any adverse
interest described in Section 1 of this Article VII shall be liable in the
absence of actual fraud, to any corporation or to any shareholder or creditor
thereof, or to any other person for any loss incurred under or by reason of such
contract or transaction, nor shall any director, officer or shareholder be
accountable in the absence of actual fraud, for any gain or profit realized on
any such contract or transaction.

                                     - 10 -



                                   ARTICLE XII

                                 INDEMNIFICATION

         12.1     The corporation shall indemnify its directors, officers,
employees and agents to the fullest extent allowed by the Pennsylvania Business
Corporation Law, as amended from time to time.

         12.2     A director of the corporation shall not be personally liable
for monetary damages for any action taken, or for any failure to take any
action, as a director, unless (1) the director has breached or failed to perform
the duties of his office under Section 8363 of Title 42 (Judiciary and Judicial
Procedure) of the Pennsylvania Consolidated Statutes, and (2) the breach or
failure to perform constitutes self-dealing, willful misconduct or recklessness.
This bylaw shall not apply to the responsibility or liability of a director for
the payment of taxes pursuant to local, state or federal law. No amendment to
or repeal of this bylaw shall have any effect on the personal liability for
monetary damages of any director of the corporation for, or with respect to, any
act or omission of such director occurring prior to such amendment or repeal.

                                  ARTICLE XIII

                                    INSURANCE

         13.1     The corporation may obtain and pay for an appropriate
insurance policy (Officers & Directors coverage) so as to fully protect and
insure each member of the Board of Directors for any liability that may arise
out of acts of malfeasance or misfeasance during his term in office.

                                   ARTICLE XIV

                      CONTRACTS, CHECKS, DEPOSITS AND FUNDS

         14.1     The Board of Directors may authorize any officer or officers,
agent or agents of the corporation, in addition to the officers so authorized by
these By-Laws, to enter into any contract or execute and deliver any instrument
in the name of or on behalf of the corporation and such authority may be general
or may be confined to specific instances.

                                     - 11 -



         14.2     All checks, drafts or other orders for the payment of money,
notes or other evidences of indebtedness issued in the name of the corporation,
shall be signed by such officer or officers, agent or agents of the corporation
and in such manner as shall from time to time be determined by resolution of the
Board of Directors. In the absence of such determination by the Board of
Directors, such instrument shall be signed by the Treasurer or an Assistant
Treasurer and countersigned by the President or a Vice-President of the
Corporation.

         14.3     The Board of Directors may accept on behalf of the corporation
any gift, contribution, bequest or devise for a general purpose or for any
special purpose of the corporation.

                                   ARTICLE XV

                                   AMENDMENTS

         15.1     These Bylaws may be amended, repealed or altered in whole or
in part, by a majority vote of the outstanding shares of the corporation, at any
regular or special meeting of the shareholders.

         15.2     These Bylaws may also be amended, repealed or altered, in
whole or in part, by a majority vote of the Board of Directors, at any regular
or special meeting. However, such Bylaws, or any provision thereof, made,
altered, amended, or repealed by the Board of Directors shall from time to time
be submitted to the shareholders for approval, and may be altered, amended, or
repealed by the shareholders at any annual meeting or upon notice at any special
meeting, and when so altered, amended, or repealed shall not be reestablished by
the Directors without the approval of the shareholders.

                                   ARTICLE XVI

                        ADDITIONAL RULES AND REGULATIONS

         16.1     The Board of Directors may establish and enforce any and all
additional rules and regulations deemed advisable and necessary. The power to
form special committees and appoint their members shall rest with the Board of
Directors.

                                     - 12 -

EX-3.73

                                                                    EXHIBIT 3.73

                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 10:00 AM 01/22/1997
                                                         971021119 - 2708854

                          CERTIFICATE OF INCORPORATION

                                       OF

                               SANDMAN CORPORATION

         1.       The name of the corporation is

                               SANDMAN CORPORATION

         2.       The address of its 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 nature of the business or purposes to be
conducted or promoted is to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law
of Delaware.

         4.       The total number of shares of stock which the corporation
shall have authority to issue is one thousand (1,000) and the par value of each
of such shares is One Dollar ($1.00).

         5.       The name and mailing address of the incorporator is as
follows:

                  Daniel M. Sandberg
                  38481 Huron River Drive
                  Romulus, MI 48174

         6.       The corporation is to have perpetual existence.

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

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

                  Meetings of stockholders may be held within or without the
State of Delaware, as the by-laws may provide. The books of the corporation may
be kept (subject to any provision



contained in the statutes) outside the State of Delaware at such place or places
as may be designated from time to time by the board of directors or in the
by-laws of the corporation.

                  Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.

         9.       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.

         10.      A director of the corporation shall not be personally liable
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director except for liability



(i) for any breach of the director's 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 Delaware General Corporation Law, or (iv) for any transaction from which the
director derived any improper personal benefit.

         I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 30th day of December, 1996.

                                                /s/ Daniel M. Sandberg
                                                ----------------------------
                                                Daniel M. Sandberg



                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                               SANDMAN CORPORATION

         SANDMAN CORPORATION, a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Company"), does hereby
certify as follows:

         FIRST: The Company's Certificate of Incorporation was filed on January
22, 1997, with the Secretary of State of the State of Delaware.

         SECOND: The amendment to the Certificate of Incorporation set forth
herein was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

         THIRD: ARTICLE FIRST of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:

                  FIRST: The name of the Company is HLI NETHERLANDS HOLDINGS,
INC.

         IN WITNESS WHEREOF, the Company has caused this Certificate of
Amendment to be signed in its name and on its behalf and attested on this 2nd
day of June, 2001 by duly authorized officers of the Company.

                                       SANDMAN CORPORATION

                                       By: /s/ William D. Shovers
                                           ----------------------------------
                                           Name:  William D. Shovers
                                           Title: Vice President

ATTEST:

By: /s/ Patrick B. Carey
    -----------------------------
    Name: Patrick B. Carey
    Title: Secretary

                                                         STATE OF DELAWARE
                                                         SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 05.00 PM 06/19/2001
                                                          010295112 - 2708854

EX-3.74

                                                                    EXHIBIT 3.74

                               SANDMAN CORPORATION

                             a Delaware corporation

                                     BY LAWS

                               ARTICLE I - OFFICES

         Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

         Section 2. The corporation shall also have offices at 15300 Centennial
Drive, Northville, Michigan and at such other places both within and without the
State of Delaware as the board of directors may from time to time determine or
the business of the corporation may require.

                      ARTICLE II - MEETINGS OF STOCKHOLDERS

         Section 1. All meetings of the stockholders for the election of
directors shall be held in the City of Northville, State of Michigan, at such
placed as may be fixed from time to time by the board of directors, or at such
other place either within or without the State of Delaware as shall be
designated from time to time by the board of directors and stated in the notice
of the meeting. Meetings of stockholders for any other purpose may be held at
such time and place, within or without the State of Delaware, as shall be stated
in the notice of the meeting or in a duly executed waiver of notice thereof.

         Section 2. Annual meetings of stockholders shall be held on the first
Thursday in June, if not a legal holiday, and if a legal holiday, then on the
next secular day following, at 2:00 p.m., or at such other date and time as
shall be designated from time to time by the board of directors and



stated in the notice of the meeting, at which they shall elect by a plurality
vote a board of directors, and transact such other business as may properly be
brought before the meeting.

         Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting as provided by law.

         Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

         Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation may be called by the chairman of the board and shall be called by
him or the secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

         Section 6. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than

                                        2



nor more than five days before the date of the meeting, to each stockholder
entitled to vote at such meeting.

         Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

         Section 8. The holders of the stock issued and outstanding and entitled
to vote thereat, present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the certificate of incorporation.
If, however, such quorum shall not be present or represented at any meeting of
the stockholders, the stockholders entitled to vote thereat, present in person
or represented by proxy, shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

         Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required, in which case
such express provision shall govern and control the decision of such question.

         Section 10. Each stockholder shall at every meeting of the stockholders
be entitled to one vote in person or by proxy for each share of the capital
stock having voting power held by such

                                        3



stockholder, but no proxy shall be voted on after three years from its date,
unless the proxy provides for a longer period.

         Section 11. Any action required to be taken at any annual or special
meeting of stockholders of the corporation, or any action which may be taken at
any annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.

                             ARTICLE III - DIRECTORS

         Section 1. Upon the resignation of the sole director appointed by the
incorporators, the number of directors which shall constitute the whole board
shall be 3. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each director
elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

         Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in

                                        4



the manner provided by statute. If, at the time of filling any vacancy or any
newly created directorship, the directors then in office shall constitute less
than a majority of the whole board (as constituted immediately prior to any such
increase), the Court of Chancery may, upon application of any stockholder or
stockholders holding at least ten percent of the total number of the shares at
the time outstanding having the right to vote for such directors, summarily
order an election to be held to fill any such vacancies or newly created
directorships, or to replace the directors chosen by the directors then in
office.

         Section 3. The business of the corporation shall be managed by or under
the direction of its board of directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statue or
by the certificate of incorporation or by these by-laws directed or required to
be exercised or done by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

         Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter

                                        5


provided for special meetings of the board of directors, or as shall be
specified in a written waiver signed by all of the directors.

         Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.

         Section 7. Special meetings of the board may be called by the president
on 3 days' notice to each director, either personally or by mail or by telegram;
special meetings shall be called by the chairman of the board or the secretary
in like manner and on like notice on the written request of two directors unless
the board consists of only one director, in which case special meetings shall be
called by the chairman of the board or secretary in like manner and on like
notice on the written request of the sole director.

         Section 8. At all meetings of the board, a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statue. If a quorum shall not be present at any meeting
of the board of directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.

         Section 9. Any action required or permitted to be taken at any meeting
of the board of directors or of any committee thereof may be taken without a
meeting, if all members of the board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the board or committee.

         Section 10. Members of the board of directors, or any committee
designated by the board of directors, may participate in a meeting of the board
of directors, or any committee, by means of conference telephone or similar
communications equipment by means of which all persons

                                       6


participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.

                             COMMITTEES OF DIRECTORS

         Section 11. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.

         In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the board of directors to act at the meeting in the place of
any such absent or disqualified member.

         Any such committee, to the extent provided in the resolution of the
board of directors, shall have and may exercise all of the powers and authority
of the board of directors in the management of the corporation, and may
authorize the seal of the corporation to be affixed to all papers which may
require it, but no such committee shall have power or authority in reference to
amending the certificate of incorporation (except that a committee may, to the
extent authorized in the resolution or resolutions providing for the issuance of
shares of stock adopted by the board of directors as provided in Section 151(a)
of the General Corporation Law, fix any of the preferences or rights of such
shares relating to dividends, redemption, dissolution, any distribution of
assets of the corporation or the conversion into, or the exchange of such shares
for, shares of any other class or classes or any other series of the same or any
other class or

                                       7


classes of stock of the corporation), adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and assets, recommending
to the stockholders a dissolution of the corporation or a revocation of a
dissolution or amending the bylaws of the corporation; and, unless the
resolution or the certificate of incorporation expressly so provide, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock or adopt a certificate of ownership and merger.
Such committee or committees shall have such name or names as may be determined
from time to time by resolution adopted by the board of directors.

         Section 12. Each committee shall keep regular minutes of its meetings
and report the same of the board of directors when required.

                            COMPENSATION OF DIRECTORS

         Section 13. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall leave the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                       8


                              REMOVAL OF DIRECTORS

         Section 14. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any director or the entire board of directors
may be removed, with or without cause, by the holders of a majority of shares
entitled to vote at an election of directors.

                              ARTICLE IV - NOTICES

         Section 1. Whenever, under the provision of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.

         Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                              ARTICLE V - OFFICERS

         Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be a president, a vice president, a secretary and a
treasurer. The board of directors may also choose additional vice presidents,
and one or more assistant secretaries and assistant treasurers.

                                       9


Any number of offices may be held by the same person, unless the certificate of
incorporation or these by-laws otherwise provide.

         Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, one or more vice
presidents, a secretary and a treasurer.

         Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

         Section 4. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.

                            THE CHAIRMAN OF THE BOARD

         Section 5. The chairman of the board shall preside at all meetings of
the stockholders and the board of directors.

                                  THE PRESIDENT

         Section 6. The president shall be the chief executive officer of the
corporation, shall have general and active management of the business of the
corporation, shall see that all orders and resolutions of the board of directors
are carried into effect and shall execute bonds, mortgages and other contracts
in the name and on behalf of the corporation, except where the execution thereof
shall be expressly delegated by the board of directors to some other officer or
agent of the corporation. He shall have such further powers as the board of
directors may from time to

                                       10


time by resolution confer upon him. In the absence or refusal to act of the
chairman of the board, the powers of the chairman of the board shall devolve
upon the president.

                               THE VICE PRESIDENTS

         Section 7. In the absence of the president or in the event of his
inability or refusal to act, the vice president (or in the event there be more
than one vice president, the vice presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all of the restrictions on the
president. The vice presidents shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

         Section 8. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
chairman of the board, under whose supervision he shall be. He shall have
custody of the corporate seal of the corporation and he, or any assistant
secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by the signature of
such assistant

                                       11


secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.

         Section 9. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

         Section 10. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.

         Section 11. The treasurer shall disburse the funds of the corporation
as may be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

         Section 12. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of his
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office of all books, papers,
vouchers,

                                       12


money and other property of whatever kind in his possession or under his control
belonging to the corporation.

         Section 13. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.

                      ARTICLE VI - CERTIFICATES FOR SHARES

         Section 1. The shares of the corporation shall be represented by
certificates. Certificates shall be signed by, or in the name of the corporation
by, the chairman of the board of directors, or the president or a vice president
and the treasurer or an assistant treasurer, or the secretary or an assistant
secretary of the corporation.

         If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which the corporation shall issue to represent such class or
series of stock, a statement that the corporation will furnish without charge to
each stockholder who so requests

                                       13


the powers, designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and/or rights.

         Section 2. Any of or all the signatures on a certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

         Section 3. The board of directors may direct a new certificate or
certificates representing shares to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

                                       14


                                TRANSFER OF STOCK

         Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                               FIXING RECORD DATE

         Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.

                             REGISTERED STOCKHOLDERS

         Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of

                                       15


shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware.

                        ARTICLE VII - GENERAL PROVISIONS

         Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

         Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                   FISCAL YEAR

         Section 3. The fiscal year of the corporation shall be February 1
through January 31.

                                      SEAL

         Section 4. The corporate seal shall be adopted by the directors.

                                       16


                                 INDEMNIFICATION

         Section 5. The corporation shall indemnify its officers, directors,
employees and agents to the full extent permitted by the General Corporation Law
of Delaware.

                            ARTICLE VIII - AMENDMENTS

         Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
by-laws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal by-laws is conferred upon the board of directors by the
certificate of incorporation, it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.

                                       17

EX-3.75

                                                                    EXHIBIT 3.75

                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 10:00 AM 01/22/1997
                                                          971021137 - 2708859

                          CERTIFICATE OF INCORPORATION

                                       OF

                         HAYES WHEELS AFTERMARKET, INC.

         1.       The name of the corporation is

                         HAYES WHEELS AFTERMARKET, INC.

         2.       The address of its 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 nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.

         4.       The total number of shares of stock which the corporation
shall have authority to issue is one thousand (1,000) and the par value of each
of such shares is One Dollar ($1.00).

         5.       The name and mailing address of the incorporator is as
follows:

                  Daniel M. Sandberg
                  38481 Huron River
                  Drive Romulus, MI 48174

         6.       The corporation is to have perpetual existence.

         7.       The incorporator hereby appoints the following individuals as
directors of the corporation until their successors are elected and qualified:

                  Ranco Cucuz
                  Daniel M. Sandberg
                  William D. Shovers

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



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

                  Meetings of stockholders may be held within or without the
State of Delaware, as the by-laws may provide. The books of the corporation may
be kept (subject to any provision contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the board of directors or in the by-laws of the corporation.

                  Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.

         10.      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.

         11.      A director of the corporation shall not be personally liable
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director except for liability (i) for any breach of the
director's 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 Delaware General
Corporation Law, or (iv) for any transaction from which the director derived any
improper personal benefit.

         I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 30th day of December, 1996.

                                        /s/ Daniel M. Sandberg
                                        ----------------------------------------
                                        Daniel M. Sandberg



    STATE OF DELAWARE
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 02/09/1998
   981050096 - 2708859

                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                         HAYES WHEELS AFTERMARKET, INC.

         HAYES WHEELS AFTERMARKET, INC., a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "Corporation"),
does hereby certify as follows:

         FIRST: The Corporation's Certificate of Incorporation was filed on
January 22, 1997, with the Secretary of State of the State of Delaware.

         SECOND: The amendment to the Certificate of Incorporation set forth
herein was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

         THIRD: ARTICLE FIRST of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:

                  FIRST: The name of the Corporation is HAYES LEMMERZ
         AFTERMARKET, INC.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed in its name and on its behalf and attested on this 7th
day of January, 1998 by duly authorized officers of the Corporation.

                                        HAYES WHEELS AFTERMARKET, INC.

                                        By: /s/ William D. Shovers
                                            ------------------------------------
                                            Name:  William D. Shovers
                                            Title: Vice President - Finance

ATTEST:

By: /s/ Kelly L. Williams
    -----------------------------
    Name:  Kelly L. Williams
    Title: Assistant Secretary



                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                        HAYES LEMMERZ AFTERMARKET, INC.

         HAYES LEMMERZ AFTERMARKET, INC., a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "Corporation"),
does hereby certify as follows:

         FIRST: The Corporation's Certificate of Incorporation was filed on
January 22, 1997, with the Secretary of the State of Delaware.

         SECOND: The amendment to the Certificate of Incorporation set forth
herein was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

         THIRD: ARTICLE FIRST of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:

                  FIRST: The name of the corporation is HAYES LEMMERZ
         INTERNATIONAL IMPORT, INC.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed in its name and on its behalf and attested on this 16th
day of July, 1999 by duly authorized officers of the Corporation.

                                        HAYES LEMMERZ AFTERMARKET, INC.

                                        By: /s/ William D. Shovers
                                            ------------------------------------
                                            Name:  William D. Shovers
                                            Title: Vice President - Finance

ATTEST:

By: /s/ Patrick B. Carey
    ------------------------------
    Name:  Patrick B. Carey
    Title: Assistant Secretary

                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 01:30 PM 07/21/1999
                                                          991302235 - 2708859

EX-3.76

                                                                    EXHIBIT 3.76

                         HAYES WHEELS AFTERMARKET, INC.

                             a Delaware corporation

                                     BY LAWS

                               ARTICLE I - OFFICES

         Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

         Section 2. The corporation shall also have offices at 38481 Huron River
Drive, Romulus, Michigan and at such other places both within and without the
State of Delaware as the board of directors may from time to time determine or
the business of the corporation may require.

                      ARTICLE 11 - MEETINGS OF STOCKHOLDERS

         Section 1. All meetings of the stockholders for the election of
directors shall be held in the City of Romulus, State of Michigan, at such place
as may be fixed from time to time by the board of directors, or at such other
place either within or without the State of Delaware as shall be designated from
time to time by the board of directors and stated in the notice of the meeting.
Meetings of stockholders for any other purpose may be held at such time and
place, within or without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.

         Section 2. Annual meetings of stockholders shall be held on the first
Thursday in June, if not a legal holiday, and if a legal holiday, then on the
next secular day following, at 2:00 p.m., or at such other date and time as
shall be designated from time to time by the board of directors and stated in







the notice of the meeting, at which they shall elect by plurality vote a board
of directors, and transact such other business as may properly be brought before
the meeting.

        Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting as provided by law.

        Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examinantion of any stockholder for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

        Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statue or by the certificate of
incorporation, may be called by the chairman of the board and shall be called
by him or the secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding
and entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

        Section 6. Written notice of special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than nor more than five days before the date
of the meeting, to each stockholder entitled to vote at such meeting.



                                       2


         Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

         Section 8. The holders of the stock issued and outstanding and entitled
to vote thereat, present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the certificate of incorporation.
If, however, such quorum shall not be present or represented at any meeting of
the stockholders, the stockholders entitled to vote thereat, present in person
or represented by proxy, shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

         Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required, in which case
such express provision shall govern and control the decision of such question.

         Section 10. Each stockholder shall at every meeting of the stockholders
be entitled to one vote in person or by proxy for each share of the capital
stock having voting power held by such stockholder, but no proxy shall be voted
on after three years from its date, unless the proxy provides for a longer
period.

                                       3



         Section 11. Any action required to be taken at any annual or special
meeting of stockholders of the corporation, or any action which may be taken at
any annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.

                             ARTICLE III - DIRECTORS

         Section 1. Upon the resignation of the sole director appointed by the
incorporators, the number of directors which shall constitute the whole board
shall be 5. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each director
elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

         Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stock-

                                       4



holder or stockholders holding at least ten percent of the total number of the
shares at the time outstanding having the right to vote for such directors,
summarily order an election to be held to fill any such vacancies or newly
created directorships, or to replace the directors chosen by the directors then
in office.

         Section 3. The business of the corporation shall be managed by or under
the direction of its board of directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the certificate of incorporation or by these by-laws directed or required to
be exercised or done by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

         Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.

         Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.

                                       5



         Section 7. Special meetings of the board may be called by the president
on 3 days' notice to each director, either personally or by mail or by telegram;
special meetings shall be called by the chairman of the board or the secretary
in like manner and on like notice on the written request of two directors unless
the board consists of only one director, in which case special meetings shall be
called by the chairman of the board or secretary in like manner and on like
notice on the written request of the sole director.

         Section 8. At all meetings of the board, a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute. If a quorum shall not be present at any
meeting of the board of directors, the directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

         Section 9. Any action required or permitted to be taken at any meeting
of the board of directors or of any committee thereof may be taken without a
meeting, if all members of the board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the board or committee.

         Section 10. Members of the board of directors, or any committee
designated by the board of directors, may participate in a meeting of the board
of directors, or any committee, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation hi a meeting shall
constitute presence in person at the meeting.

                                       6



                             COMMITTEES OF DIRECTORS

         Section 11. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.

         In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the board of directors to act at the meeting in the place of
any such absent or disqualified member.

         Any such committee, to the extent provided in the resolution of the
board of directors, shall have and may exercise all of the powers and authority
of the board of directors in the management of the corporation, and may
authorize the seal of the corporation to be affixed to all papers which may
require it, but no such committee shall have power or authority in reference to
amending the certificate of incorporation (except that a committee may, to the
extent authorized in the resolution or resolutions providing for the issuance of
shares of stock adopted by the board of directors as provided in Section 151(a)
of the General Corporation Law, fix any of the preferences or rights of such
shares relating to dividends, redemption, dissolution, any distribution of
assets of the corporation or the conversion into, or the exchange of such shares
for, shares of any other class or classes or any other series of the same or any
other class or classes of stock of the corporation), adopting an agreement of
merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the corporation's property and assets,
recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution or amending the bylaws of the corporation; and,
unless the resolution or the certificate of incorporation expressly so provide,

                                       7



no such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock or to adopt a certificate of ownership and
merger. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the board of directors.

         Section 12. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.

                            COMPENSATION OF DIRECTORS

         Section 13. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall leave the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                              REMOVAL OF DIRECTORS

         Section 14. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any director or the entire board of directors
may be removed, with or without cause, by the holders of a majority of shares
entitled to vote at an election of directors.

                                       8



                              ARTICLE IV - NOTICES

         Section 1. Whenever, under the provision of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.

         Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                              ARTICLE V - OFFICERS

         Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be a president, a vice president, a secretary and a
treasurer. The board of directors may also choose additional vice presidents,
and one or more assistant secretaries and assistant treasurers. Any number of
offices may be held by the same person, unless the certificate of incorporation
or these by-laws otherwise provide.

         Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, one or more vice
presidents, a secretary and a treasurer.

         Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

                                       9



         Section 4. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.

                            THE CHAIRMAN OF THE BOARD

         Section 5. The chairman of the board shall preside at all meetings of
the stockholders and the board of directors.

                                  THE PRESIDENT

         Section 6. The president shall be the chief executive officer of the
corporation, shall have general and active management of the business of the
corporation, shall see that all orders and resolutions of the board of directors
are carried into effect and shall execute bonds, mortgages and other contracts
in the name and on behalf of the corporation, except where the execution thereof
shall be expressly delegated by the board of directors to some other officer or
agent of the corporation. He shall have such further powers as the board of
directors may from time to time by resolution confer upon him. In the absence or
refusal to act of the chairman of the board, the powers of the chairman of the
board shall devolve upon the president.

                               THE VICE PRESIDENTS

         Section 7. In the absence of the president or in the event of his
inability or refusal to act, the vice president (or in the event there be more
than one vice president, the vice presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election)

                                       10



shall perform the duties of the president, and when so acting, shall have all
the powers of and be subject to all of the restrictions on the president. The
vice presidents shall perform such other duties and have such other powers as
the board of directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

         Section 8. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
chairman of the board, under whose supervision he shall be. He shall have
custody of the corporate seal of the corporation and he, or an assistant
secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by the signature of
such assistant secretary. The board of directors may give general authority to
any other officer to affix the seal of the corporation and to attest the
affixing by his signature.

         Section 9. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

                                       11



                     THE TREASURER AND ASSISTANT TREASURERS

         Section 10. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.

         Section 11. The treasurer shall disburse the funds of the corporation
as may be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

         Section 12. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.

         Section 13. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.

                                       12



                      ARTICLE VI - CERTIFICATES FOR SHARES

         Section 1. The shares of the corporation shall be represented by
certificates. Certificates shall be signed by, or in the name of the corporation
by, the chairman of the board of directors, or the president or a vice president
and the treasurer or an assistant treasurer, or the secretary or an assistant
secretary of the corporation.

         If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in Section 202 of the General Corporation Law of Delaware,
in lieu of the foregoing requirements, there may be set forth on the face or
back of the certificate which the corporation shall issue to represent such
class or series of stock, a statement that the corporation will furnish without
charge to each stockholder who so requests the powers, designations, preferences
and relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.

         Section 2. Any of or all the signatures on a certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

                                       13



                                LOST CERTIFICATES

         Section 3. The board of directors may direct a new certificate or
certificates representing shares to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

                                TRANSFER OF STOCK

         Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                               FIXING RECORD DATE

         Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change,

                                       14



conversion or exchange of stock or for the purpose of any other lawful action,
the board of directors may fix, in advance, a record date, which shall not be
more than sixty nor less than ten days before the date of such meeting, nor more
than sixty days prior to any other action. A determination of stockholders of
record entitled to notice of or to vote at a meeting of stockholders shall apply
to any adjournment of the meeting; provided, however, that the board of
directors may fix a new record date for the adjourned meeting.

                             REGISTERED STOCKHOLDERS

         Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                        ARTICLE VII - GENERAL PROVISIONS

         Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

         Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing

                                       15

EX-4.2

                                                                     EXHIBIT 4.2
                                                                  Execution Copy

                          FIRST SUPPLEMENTAL INDENTURE

                  FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"),
dated as of June 9, 2003, among HLI Netherlands Holdings, Inc., a Delaware
corporation, Hayes Lemmerz Funding Corporation, a Delaware corporation, Hayes
Lemmerz Funding Company, LLC, a Delaware limited liability company, Hayes
Lemmerz International Import, Inc., a Delaware corporation and CMI-Quaker Alloy,
Inc., a Pennsylvania corporation (each an "Additional Guarantor"), each of which
is a direct or indirect, wholly-owned subsidiary of HLI Operating Company, Inc.,
a Delaware corporation (the "Company"), the Company and U.S. Bank National
Association, as trustee under the Indenture referred to below (the "Trustee").

                               W I T N E S S E T H

                  WHEREAS, the Company has heretofore executed and delivered to
the Trustee an indenture (the "Indenture"), dated as of June 3, 2003, providing
for the initial issuance of an aggregate principal amount of $250.0 million of
10-1/2% Senior Notes due 2010 (the "Notes");

                  WHEREAS, Section 4.19(b) of the Indenture provides that each
Additional Guarantor shall execute and deliver to the Trustee a Note Guaranty
(as defined in the Indenture) within five Business Days of the dismissal of
bankruptcy cases relating to the Additional Guarantors;

                  WHEREAS, the bankruptcy cases relating to the Additional
Guarantors were dismissed on June 2, 2003 and, accordingly, each of the
Additional Guarantors has heretofore executed and delivered to the Trustee a
Note Guaranty in the form specified by the Indenture and, in connection
therewith, is executing and delivering this Supplemental Indenture; and

                  WHEREAS, pursuant to Section 9.06 of the Indenture, the
Trustee is authorized to execute and deliver this Supplemental Indenture.

                  NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
each Additional Guarantor and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

         1.       CAPITALIZED TERMS. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.

         2.       AGREEMENT TO GUARANTEE. Each Additional Guarantor hereby
agrees to jointly and severally Guarantee to each Holder of a Note authenticated
and delivered by the Trustee and to the Trustee and its successors and assigns,
the due and punctual payment of the principal of, premium, if any and interest
on the Notes and all of the other obligations of the Company under the
Indenture, the Registration Rights Agreement or



any other agreement for the benefit of the Holders and the Trustee, in each
case, pursuant to, and subject to the provisions of, the terms and conditions of
Article 10 of the Indenture, and to otherwise assume the obligations and accept
the rights of a Guarantor under the Indenture.

         3.       EXECUTION AND DELIVERY. To evidence its guarantee set forth in
Section 2 of this Supplemental Indenture, each Additional Guarantor has
heretofore executed and delivered to the Trustee a notation of such guarantee in
substantially the form included in Exhibit E to the Indenture.

         4.       NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
SHAREHOLDERS. No past, present or future director, officer, employee,
incorporator or shareholder of the Company, any successor Person, any Guarantor
or any Additional Guarantor, as such, shall have any liability for any
obligations of the Company, of the Guarantors or of the Additional Guarantors
under the Notes, this Indenture, the Guarantees or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder, by
accepting a Note, waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes. The waiver and release
may not be effective to waive or release liabilities under the federal
securities laws.

         5.       RELEASE OF ADDITIONAL GUARANTORS. The Guarantees of each of
the Additional Guarantors are subject to release upon the terms set forth in the
Indenture for the release of Guarantees.

         6.       GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

         7.       COUNTERPARTS. The parties may sign any number of copies of
this Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.

         8.       EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.

         9.       THE TRUSTEE. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by each Additional Guarantor and the
Company.

         10.      RATIFICATION OF INDENTURE; SUPPLEMENTAL PART OF INDENTURE.
Except as specifically amended and supplemented by this Supplemental Indenture,
the Indenture shall remain in full force and effect and is hereby ratified and
confirmed. This

                                       2


Supplemental Indenture shall form a part of the Indenture for all purposes, and
every holder of a Note heretofore or hereafter authenticated and delivered shall
be bound hereby.

                            [SIGNATURE PAGE FOLLOWS]

                                       3


                  IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed and attested, all as of June 9, 2003.

                                       CMI-QUAKER ALLOY, INC.

                                       By: /s/ James A. Yost
                                           -------------------------------
                                           Name: James A. Yost
                                           Title: Vice President, Finance

                                       HLI NETHERLANDS HOLDINGS, INC.

                                       By: /s/ James A. Yost
                                           -------------------------------
                                           Name: James A. Yost
                                           Title: Vice President, Finance

                                       HAYES LEMMERZ FUNDING COMPANY,
                                       LLC

                                       By: /s/ Gary J. Findling
                                           -------------------------------
                                           Name: Gary J. Findling
                                           Title: Vice President, Finance

                                       HAYES LEMMERZ FUNDING CORPORATION

                                       By: /s/ Gary J. Findling
                                           -------------------------------
                                           Name: Gary J. Findling
                                           Title: Treasurer

                                       HAYES LEMMERZ INTERNATIONAL
                                       IMPORT, INC.

                                       By: /s/ James A. Yost
                                           -------------------------------
                                           Name: James A. Yost
                                           Title: Vice President, Finance



                                       HLI OPERATING COMPANY, INC.

                                       By: /s/ James A. Yost
                                           -------------------------------
                                           Name: James A. Yost
                                           Title: Chief Financial Officer

                                       U.S. BANK NATIONAL ASSOCIATION,
                                       AS TRUSTEE

                                       By: /s/ James Kowalski
                                           -------------------------------
                                           Name: James Kowalski
                                           Title: Vice President

EX-21.1

                                                                               .
                                                                               .
                                                                               .
                                                                    EXHIBIT 21.1


                          HLI OPERATING COMPANY, INC.
                              TABLE OF SUBSIDIARIES




                                                                                  STATE OR OTHER
                                                                                 JURISDICTION OF
                                                                                 INCORPORATION OR
NAME OF SUBSIDIARY                                                                   FORMATION
- ------------------                                                                   ---------

                                                                             
[CMI - FSC, Inc............................................................          Barbados]
[CMI - Monterrey S.A. de C.V...............................................           Mexico]
[Hayes Lemmerz Foreign Sales Corporation...................................          Barbados]
Hayes Lemmerz International - Ohio, Inc....................................            Ohio
Automotive Overseas Investments (Proprietary) Limited......................        South Africa
Borlem Aluminio Ltda.......................................................           Brazil
Borlem S.A. Empreendimentos Industriais....................................           Brazil
CMI - Europe Netherlands Holdings B.V......................................         Netherlands
CMI - Quaker Alloy, Inc....................................................        Pennsylvania
EMAC R&D Corporation.......................................................       Ontario, Canada
European Commercial Wheels.................................................           Belgium
Hayes Lemmerz Alukola, s.r.o...............................................       Czech Republic
Hayes Lemmerz Autokola, a.s................................................       Czech Republic
Hayes Lemmerz Barcelona, S.A...............................................            Spain
Hayes Lemmerz Belgie, B.V.B.A..............................................           Belgium
Hayes Lemmerz Comercio e Participacoes SRL.................................           Brazil
Hayes Lemmerz Fabricated Holdings B.V......................................         Netherlands
Hayes Lemmerz Holding GmbH.................................................           Germany
Hayes Lemmerz Hungary Consulting
   Limited Liability Company...............................................           Hungary
Hayes Lemmerz International - Bowling Green, Inc...........................          Delaware
Hayes Lemmerz International - Bristol, Inc.................................          Michigan
Hayes Lemmerz International - Cadillac, Inc................................          Michigan
Hayes Lemmerz International - California, Inc..............................          Delaware
Hayes Lemmerz International - CMI, Inc.....................................          Michigan
Hayes Lemmerz International - Commercial Highway, Inc......................          Delaware
Hayes Lemmerz International - Equipment & Engineering, Inc.................          Michigan
Hayes Lemmerz International - Frenos, S.A. de C.V..........................           Mexico
Hayes Lemmerz International - Georgia, Inc.................................          Delaware
Hayes Lemmerz International - Homer, Inc...................................          Delaware
Hayes Lemmerz International - Howell, Inc..................................          Michigan
Hayes Lemmerz International - Huntington, Inc..............................          Delaware
Hayes Lemmerz International - Kentucky, Inc................................          Delaware
Hayes Lemmerz International - La Mirada, Inc...............................          Delaware
Hayes Lemmerz International - Laredo, Inc..................................            Texas
Hayes Lemmerz International - Mexico, Inc..................................          Delaware
Hayes Lemmerz International - Montague, Inc................................          Michigan
Hayes Lemmerz International - PCA, Inc.....................................          Michigan
Hayes Lemmerz International - Petersburg, Inc..............................          Michigan
Hayes Lemmerz International - Sedalia, Inc.................................          Delaware







                                                                                  STATE OR OTHER
                                                                                 JURISDICTION OF
                                                                                 INCORPORATION OR
NAME OF SUBSIDIARY                                                                   FORMATION
- ------------------                                                                   ---------

                                                                             

Hayes Lemmerz International - Southfield, Inc..............................          Michigan
Hayes Lemmerz International - Technical Center, Inc........................          Michigan
Hayes Lemmerz International - Texas, Inc...................................            Texas
Hayes Lemmerz International - Transportation, Inc..........................          Michigan
Hayes Lemmerz International - Wabash, Inc..................................           Indiana
Hayes Lemmerz International Import, Inc....................................          Delaware
Hayes Lemmerz Japan, Ltd...................................................            Japan
Hayes Lemmerz Manresa, SPRL................................................            Spain
Hayes Lemmerz Mexico, S.A. de C.V..........................................           Mexico
Hayes Lemmerz Siam Co., Ltd................................................          Thailand
Hayes Lemmerz System Service GmbH..........................................           Germany
Hayes Lemmerz System Service N.V...........................................           Belgium
Hayes Lemmerz Systems Services CR, s.r.o...................................       Czech Republic
Hayes Lemmerz Werke GmbH...................................................           Germany
Hayes Lemmerz Werke Verwaltungs GmbH.......................................           Germany
Hayes Lemmerz Werke Wohnungsbaugesellschaft mbH............................           Germany
Hayes Lemmerz, S.p.A.......................................................            Italy
Hayes Lemmerz-Inci-Jant Sanayi, A.S........................................           Turkey
HL Holdings B.V............................................................         Netherlands
HLI - Mexicana S.A. de C.V.................................................           Mexico
HLI - Summerfield Realty Corp..............................................          Michigan
HLI (Europe), LLC..........................................................          Delaware
HLI Brakes Holding Company, Inc............................................          Delaware
HLI Commercial Highway Holding Company, Inc................................          Delaware
HLI European Holdings ETVE, S.r.l..........................................            Spain
HLI Italian Holdings S.r.L.................................................            Italy
HLI Luxembourg, S.A.R.L....................................................         Luxembourg
HLI Netherlands B.V........................................................         Netherlands
HLI Netherlands Holdings, Inc..............................................          Delaware
HLI Powertrain Holding Company, Inc........................................          Delaware
HLI Realty, Inc............................................................          Michigan
HLI Services Holding Company, Inc..........................................          Delaware
HLI Swiss Holdings, LLC....................................................          Delaware
HLI Wheels Holding Company, Inc............................................          Delaware
Industrias Fronterizas HLI, S.A. de C.V....................................           Mexico
Kalyani Lemmerz Limited....................................................            India
Metaalgieterij Giesen B.V..................................................         Netherlands
Metaalgieterij Giesen Holding B.V..........................................         Netherlands
Metaal Industrie Bergen B.V................................................         Netherlands
Motor Wheel Corporation of Canada, Ltd.....................................       Ontario, Canada
N. F. Die Casting (Proprietary) Limited....................................        South Africa
Siam Lemmerz Co., Ltd......................................................          Thailand

EX-23.1

                                                                    EXHIBIT 23.1


                          Independent Auditors' Consent

The Board of Directors
Hayes Lemmerz International, Inc.

We consent to the use of our report incorporated by reference herein and to the
reference to our firm under the heading "Independent Auditors"in the prospectus.

Our report dated March 31, 2003, contains an explanatory paragraph that states
that on December 5, 2001, the Company filed a voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code. This matter raises
substantial doubt about the ability of the Company to continue as a going
concern. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty. In addition, our report
refers to changes in the method of accounting in 2002 for goodwill and other
intangible assets.


/s/ KPMG LLP

Detroit, Michigan
July 30, 2003

EX-99.1

                                                                    EXHIBIT 99.1

                              LETTER OF TRANSMITTAL

                                OFFER TO EXCHANGE

 UP TO $250,000,000 AGGREGATE PRINCIPAL AMOUNT OF 10 1/2% SENIOR NOTES DUE 2010,

    WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,

                    PURSUANT TO THE PROSPECTUS, DATED , 2003,

                      FOR ALL OF THE ISSUED AND OUTSTANDING

                        10 1/2% SENIOR NOTES DUE 2010 OF

                           HLI OPERATING COMPANY, INC.

                A SUBSIDIARY OF HAYES LEMMERZ INTERNATIONAL, INC.

- --------------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2003,
UNLESS THE EXCHANGE OFFER IS EARLIER TERMINATED OR EXTENDED. TENDERS MAY BE
WITHDRAWN AT ANY TIME PRIOR TO EXPIRATION OR TERMINATION OF THE EXCHANGE OFFER.
- --------------------------------------------------------------------------------

                  The Exchange Agent for the Exchange Offer is:
                         U.S. BANK NATIONAL ASSOCIATION

              By Overnight Courier, Hand, Regular or Certified Mail

                             U.S. Bank Trust Center
                         Attn: Specialized Finance Group
                          180 E. Fifth Street, 4th Flr.
                               St. Paul, MN 55101

                                  By Facsimile:
                     (Eligible Guarantor Institutions Only)

                                 (651) 244-1537

                             To Confirm by Telephone
                            or for Information Call:

                                 1-800-934-6802


         DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN THE
ADDRESS LISTED ABOVE, OR TRANSMISSION OF INSTRUCTIONS BY FACSIMILE OTHER THAN AS
SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY OF THE LETTER OF
TRANSMITTAL.

         By signing this Letter of Transmittal, you hereby acknowledge that you
have received and reviewed the Prospectus, dated ___________, 2003, of HLI
Operating Company, Inc., and this Letter of Transmittal. The Prospectus,
together with this Letter of Transmittal, constitutes HLI Operating Company,
Inc.'s offer to exchange an aggregate principal amount of up to $250,000,000 of
our 10 1/2% Senior Notes due 2010 (the "New Notes"), which have been registered
under the Securities Act of 1933, as amended (the "Securities Act"), for a like
principal amount of our issued and outstanding 10 1/2% Senior Notes due 2010
(the "Old Notes"). The Old Notes were issued in offerings under Rule 144A and
Regulation S of the Securities Act that were not registered under the Securities
Act. This Exchange Offer is being extended to all holders of the Old Notes.

         If you decide to tender your Old Notes, and we accept the Old Notes,
this will constitute a binding agreement between you and HLI Operating Company,
Inc., subject to the terms and conditions set forth in the Prospectus and this
Letter of Transmittal. Unless you comply with the procedures described in the
Prospectus under the caption "The Exchange Offer - Guaranteed Delivery
Procedures," you must do one of the following on or prior to the expiration of
the Exchange Offer to participate in the Exchange Offer:

o        tender your Old Notes by sending the certificates representing your Old
         Notes, in proper form for transfer, a properly completed and duly
         executed Letter of Transmittal, with any required signature guarantees,
         and all other documents required by this Letter of Transmittal to the
         Exchange Agent at the address listed above; or

o        tender your Old Notes by using the book-entry transfer procedures
         described in the Prospectus under the caption "The Exchange Offer -
         Book-Entry Transfer," and transmitting a properly completed and duly
         executed Letter of Transmittal, with any required signature guarantees,
         and all other documents required by the Letter of Transmittal, or an
         Agent's Message (as defined below) instead of this Letter of
         Transmittal, to the Exchange Agent.

In order for a book-entry transfer to constitute a valid tender of your Old
Notes in the Exchange Offer, the Exchange Agent must receive a confirmation of
book-entry transfer (a "Book-Entry Confirmation") of your Old Notes into the
Exchange Agent's account at The Depository Trust Company prior to the expiration
of the Exchange Offer. The term "Agent's Message" means a message, transmitted
by The Depository Trust Company and received by the Exchange Agent and forming a
part of the Book-Entry Confirmation, which




states that The Depository Trust Company has received an express acknowledgment
from you that you have received and have agreed to be bound by the terms of this
Letter of Transmittal. If you use this procedure, we may enforce the Letter of
Transmittal against you.

         DELIVERY OF DOCUMENTS TO THE DEPOSITORY TRUST COMPANY'S BOOK-ENTRY
TRANSFER FACILITY WILL NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

         If you are a holder of Old Notes and wish to tender your Old Notes in
the Exchange Offer, but (1) the Old Notes are not immediately available, (2)
time will not permit your certificates for Old Notes or other required documents
to reach the Exchange Agent before the expiration of the Exchange Offer, or (3)
the procedure for book-entry transfer cannot be completed prior to the
expiration of the Exchange Offer, you may tender Old Notes by following the
procedures described in the Prospectus under the caption "The Exchange Offer -
Guaranteed Delivery Procedures."

         Only registered holders of Old Notes - which term, for purposes of
this Letter of Transmittal, includes any participant in The Depository Trust
Company's system whose name appears on a security position listing as the owner
of the Old Notes - are entitled to tender their Old Notes for exchange in the
Exchange Offer. If you are a beneficial owner whose Old Notes are registered in
the name of a broker, dealer, commercial bank, trust company or other nominee
and you wish to tender your Old Notes in the Exchange Offer, you should promptly
contact the person in whose name the Old Notes are registered and instruct that
person to tender on your behalf. If you wish to tender in the Exchange Offer on
your own behalf, prior to completing and executing this Letter of Transmittal
and delivering the certificates for your Old Notes, you must either make
appropriate arrangements to register ownership of the Old Notes in your name or
obtain a properly completed bond power from the person in whose name the Old
Notes are registered.

         YOU MUST COMPLETE THIS LETTER OF TRANSMITTAL IF YOU ARE A REGISTERED
HOLDER OF OLD NOTES - WHICH TERM, FOR PURPOSES OF THIS LETTER OF TRANSMITTAL,
INCLUDES ANY PARTICIPANT IN THE DEPOSITORY TRUST COMPANY'S SYSTEM WHOSE NAME
APPEARS ON A SECURITY POSITION LISTING AS THE OWNER OF THE OLD NOTES - AND
EITHER (1) YOU WISH TO TENDER THE CERTIFICATES REPRESENTING YOUR OLD NOTES TO
THE EXCHANGE AGENT TOGETHER WITH THIS LETTER OF TRANSMITTAL OR (2) YOU WISH TO
TENDER YOUR OLD NOTES BY BOOK-ENTRY TRANSFER TO THE EXCHANGE AGENT'S ACCOUNT AT
THE DEPOSITORY TRUST COMPANY AND YOU ELECT TO SUBMIT THIS LETTER OF TRANSMITTAL
TO THE EXCHANGE AGENT INSTEAD OF AN AGENT'S MESSAGE.

         In order to properly complete this Letter of Transmittal, you must: (1)
complete the box entitled "Description of Old Notes Tendered," (2) if
appropriate, check and complete the boxes relating to book-entry transfer and
guaranteed delivery and the boxes entitled "Special Issuance Instructions" and
"Special Delivery Instructions," (3) sign this Letter of Transmittal by
completing the box entitled "Sign Here" and (4) complete the box entitled
"Substitute Form W-9." By completing the box entitled "Description of Old Notes
Tendered" and signing below, you will have tendered your Old Notes for exchange
on the terms and conditions described in the Prospectus and this Letter of
Transmittal. You should read the detailed instructions below before completing
this Letter of Transmittal.

                     NOTE: SIGNATURES MUST BE PROVIDED BELOW
               PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

         BOX BELOW TO BE COMPLETED BY ALL TENDERING HOLDERS OF OLD NOTES


                DESCRIPTION OF OLD NOTES TENDERED
                         NAME AND ADDRESS
                      OF REGISTERED HOLDER                                 1                2               3
                ---------------------------------                    --------------- --------------- ---------------
                                                                                            
                                                                                       AGGREGATE
                                                                                       PRINCIPAL       PRINCIPAL
                                                                      CERTIFICATE    AMOUNT OF OLD       AMOUNT
                                                                       NUMBER(s)*       NOTE(s)        TENDERED**
                                                                     --------------- --------------- ---------------

                                                                     --------------- --------------- ---------------

                                                                     --------------- --------------- ---------------

                                                                     --------------- --------------- ---------------
                                                                       TOTAL:
                                                                     -----------------------------------------------

*  Need not be completed by holders who tender by book-entry transfer.

** Old Notes tendered by this Letter of Transmittal must be in denominations of
   $1,000 principal amount and any integral multiple thereof. Unless otherwise
   indicated in column 3, a holder will be deemed to have tendered ALL of the
   Old Notes represented by the certificate(s) listed in column 1. See
   Instruction 4.




                                        2






                     BOXES BELOW TO BE CHECKED AS APPLICABLE



( )      CHECK HERE IF THE CERTIFICATE(s) REPRESENTING YOUR OLD NOTES IS BEING
         TENDERED WITH THIS LETTER OF TRANSMITTAL.


( )      CHECK HERE IF THE CERTIFICATE(s) REPRESENTING YOUR OLD NOTES HAS BEEN
         LOST, DESTROYED OR STOLEN AND YOU REQUIRE ASSISTANCE IN OBTAINING A NEW
         CERTIFICATE(s).

         Certificate Number(s)__________________________________________________
         Principal Amount(s) Represented________________________________________

         You must contact the Exchange Agent to obtain instructions for
         replacing lost, destroyed or stolen certificate(s) representing Old
         Notes. (See Instruction 12)





             SPECIAL ISSUANCE INSTRUCTIONS                               SPECIAL DELIVERY INSTRUCTIONS
             (SEE INSTRUCTIONS 1, 5 AND 6)                               (SEE INSTRUCTIONS 1, 5 AND 6)
                                                             
TO BE COMPLETED ONLY IF NEW NOTES OR OLD NOTES NOT              TO BE COMPLETED ONLY IF NEW NOTES OR OLD NOTES NOT
TENDERED OR EXCHANGED ARE TO BE ARE TO BE ISSUED                TENDERED OR EXCHANGED ARE TO BE DELIVERED TO SOMEONE
IN THE NAME OF SOMEONE OTHER THAN THE REGISTERED                OTHER THAN THE REGISTERED HOLDER OF THE OLD NOTES
HOLDER OF THE OLD NOTES WHOSE NAME(s) APPEAR BELOW.             WHOSE  NAME(s) APPEAR(s) BELOW OR TO THE REGISTERED
                                                                HOLDER AT AN ADDRESS OTHER THAN THAT SHOWN BELOW.

( )       Old Note(s) to:                                       ( )       Old Note(s) to:
( )       New Note(s) to:                                       ( )       New Note(s) to:

Name ___________________________________________                Name ___________________________________________
                    (PLEASE PRINT)                                              (PLEASE PRINT)

Address_________________________________________                Address_________________________________________

________________________________________________                ________________________________________________
                       (ZIP CODE)                                                  (ZIP CODE)

Telephone Number (_____)________-                               Telephone Number (_____)_________-


________________________________________________                ________________________________________________
  (TAX IDENTIFICATION OR SOCIAL SECURITY NO.)                      (TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
              (SEE INSTRUCTION 9)                                              (SEE INSTRUCTION 9)



( )      CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY
         IF TENDERED OLD NOTES ARE BEING DELIVERED UNDER A NOTICE OF GUARANTEED
         DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
         FOLLOWING:

         Name(s) of Registered Holder(s)
         Window Ticket Number (if any)
         Date of Execution of Notice of Guaranteed Delivery
         Name of Institution Which Guaranteed Delivery

                  If delivered by Book-Entry Transfer, complete the following:

         Name of Tendering Institution
         Account Number
         Transaction Code Number


             BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY


( )      CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
         TRANSFER TO THE EXCHANGE AGENT'S ACCOUNT AT THE DEPOSITORY TRUST
         COMPANY AND COMPLETE THE FOLLOWING:

         Name of Tendering Institution
         Account Number
         Transaction Code Number



( )      CHECK HERE IF OLD NOTES THAT ARE NOT TENDERED OR NOT EXCHANGED ARE TO
         BE RETURNED BY CREDITING. THE DEPOSITORY TRUST COMPANY ACCOUNT NUMBER
         INDICATED ABOVE.




                                        3







Ladies and Gentlemen:

         Upon the terms and subject to the conditions of the Exchange Offer, as
described in the Prospectus and this Letter of Transmittal, I hereby tender to
HLI Operating Company, Inc., the aggregate principal amount of Old Notes
described above in the box entitled "Description of Old Notes Tendered" in
exchange for a like principal amount of New Notes which have been registered
under the Securities Act.

         Subject to and effective upon the acceptance for exchange of all or any
portion of the Old Notes tendered by this Letter of Transmittal in accordance
with the terms and conditions of the Exchange Offer -- including, if the
Exchange Offer is extended or amended, the terms and conditions of any extension
or amendment -- I hereby sell, assign and transfer to, or upon the order of, HLI
Operating Company, Inc., all right, title and interest in and to the Old Notes
tendered by this Letter of Transmittal. I hereby irrevocably constitute and
appoint the Exchange Agent as my agent and attorney-in-fact -- with full
knowledge that the Exchange Agent is also acting as the agent of HLI Operating
Company, Inc. in connection with the Exchange Offer -- with respect to the
tendered Old Notes, with full power of substitution, such power of attorney
being deemed to be an irrevocable power coupled with an interest, subject only
to the right of withdrawal described in the Prospectus, to (1) deliver
certificates for the tendered Old Notes to HLI Operating Company, Inc., together
with all accompanying evidences of transfer and authenticity to, or upon the
order of, HLI Operating Company, Inc., upon receipt by the Exchange Agent, as my
agent, of the New Notes to be issued in exchange for the tendered Old Notes, (2)
present certificates for the tendered Old Notes for transfer, and to transfer
the tendered Old Notes on the books of HLI Operating Company, Inc., and (3)
receive for the account of HLI Operating Company, Inc. all benefits and
otherwise exercise all rights of ownership of the tendered Old Notes, all in
accordance with the terms and conditions of the Exchange Offer.

         I hereby represent and warrant that I have full power and authority to
tender, sell, assign and transfer the Old Notes tendered by this Letter of
Transmittal and that, when the tendered Old Notes are accepted for exchange, HLI
Operating Company, Inc. will acquire good, marketable and unencumbered title to
the tendered Old Notes, free and clear of all liens, restrictions, charges and
encumbrances, and that the tendered Old Notes are not subject to any adverse
claims or proxies. I will, upon request, execute and deliver any additional
documents deemed by HLI Operating Company, Inc. or the Exchange Agent to be
necessary or desirable to complete the exchange, sale, assignment and transfer
of the Old Notes tendered by this Letter of Transmittal, and I will comply with
my obligations under the Registration Rights Agreement, dated as of June 3, 2003
(the "Registration Rights Agreement"), among HLI Operating Company, Inc., the
guarantors party thereto and the initial purchasers of the Old Notes. I have
read and I agree to all of the terms of the Exchange Offer.

         The name(s) and address(es) of the registered holder(s) -- which term,
for purposes of this Letter of Transmittal, includes any participant in The
Depository Trust Company's system whose name appears on a security position
listing as the holder of the Old Notes -- of the Old Notes tendered by this
Letter of Transmittal are printed above as they appear on the certificate(s)
representing the Old Notes. The certificate number(s) and the Old Notes that I
wish to tender are indicated in the appropriate boxes above.

         Unless I have otherwise indicated by completing the box entitled
"Special Issuance Instructions" above, I hereby direct that the New Notes be
issued in the name(s) of the undersigned or, in the case of a book-entry
transfer of Old Notes, that the New Notes be credited to the account indicated
above maintained with The Depository Trust Company. Similarly, unless I have
otherwise indicated by completing the box entitled "Special Delivery
Instructions," I hereby direct that the New Notes be delivered to the address
shown below my signature.

         If I have (1) tendered any Old Notes that are not exchanged in the
Exchange Offer for any reason or (2) submitted certificates for more Old Notes
than I wish to tender, unless I have otherwise indicated by completing the boxes
entitled "Special Issuance Instructions" or "Special Delivery Instructions," I
hereby direct that certificates for any Old Notes that are not tendered or not
exchanged should be issued in the name of the undersigned, if applicable, and
delivered to the address shown below my signature or, in the case of a
book-entry transfer of Old Notes, that Old Notes that are not tendered or not
exchanged be credited to the account indicated above maintained with The
Depository Trust Company, in each case, at HLI Operating Company, Inc.'s
expense, promptly following the expiration or termination of the Exchange Offer.

         I understand that if I decide to tender Old Notes, and HLI Operating
Company, Inc. accepts the Old Notes for exchange, this will constitute a binding
agreement between me and HLI Operating Company, Inc., subject to the terms and
conditions set forth in the Prospectus and this Letter of Transmittal.

         I also recognize that, under certain circumstances described in the
Prospectus under the caption "The Exchange Offer -- Conditions to the Exchange
Offer," HLI Operating Company, Inc. may not be required to accept for exchange
any of the Old Notes tendered by this Letter of Transmittal.



                                        4





         By tendering Old Notes and executing this Letter of Transmittal, or
delivering an Agent's Message instead of this Letter of Transmittal, I hereby
represent and agree: (1) that any New Notes received in exchange for my Old
Notes in the Exchange Offer are being acquired by me or any other person
receiving such New Notes in the ordinary course of my or such other person's
business; (2) that at the time of the commencement of the Exchange Offer, I do
not, or any other person who will receive New Notes in exchange for my Old Notes
does not, have any arrangement or understanding with any person to participate
in the "distribution" (as defined in the Securities Act) of the New Notes in
violation of the Securities Act; (3) that I am not holding Old Notes that have,
or are reasonably likely to have, the status of an unsold allotment; (4) that I
am not, or such other person receiving New Notes in exchange for my Old Notes is
not, an "affiliate" (as defined in Rule 405 under the Securities Act) of HLI
Operating Company, Inc. or, if I am, or such other person is, an affiliate of
HLI Operating Company, Inc., that I or such other person will comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction; (5) that if I am not, or such other
person receiving New Notes in exchange for my Old Notes is not, a Participating
Broker-Dealer, that I am not, or such other person is not, engaged in, and I do
not, or such other person does not, intend to engage in the distribution of the
New Notes; and (6) that if I am a Participating Broker-Dealer, that I will
receive the New Notes for my own account in exchange for Old Notes that were
acquired by me as a result of my market-making or other trading activities and
that I will deliver a prospectus in connection with any resale of the New Notes
I receive in the Exchange Offer. As used in this Letter of Transmittal, a
"Participating Broker-Dealer" is a broker-dealer that receives New Notes for its
own account in exchange for Old Notes that it acquired as a result of
market-making or other trading activities. If I am a Participating
Broker-Dealer, by making the representation set forth above and delivering a
prospectus in connection with any resale transaction involving the New Notes, I
understand that I will not be deemed to have admitted that I am an "underwriter"
within the meaning of the Securities Act.

         HLI Operating Company, Inc. has agreed, subject to the terms of the
Registration Rights Agreement, that for a period of not more than 180 days after
the effectiveness of the Registration Statement of which the Prospectus forms a
part, it will make the Prospectus, as amended or supplemented from time to time,
available to any Participating Broker-Dealer for use in connection with resales
of the New Notes. Each Participating Broker-Dealer, by tendering Old Notes and
executing this Letter of Transmittal, or delivering an Agent's Message instead
of this Letter of Transmittal, agrees that, upon receipt of notice from HLI
Operating Company, Inc. of the occurrence of any event or the discovery of any
fact which makes any statement contained or incorporated by reference in the
Prospectus untrue in any material respect or which causes the Prospectus to omit
to state a material fact necessary in order to make the statements contained or
incorporated by reference in the Prospectus, in light of the circumstances under
which they were made, not misleading, the Participating Broker-Dealer will
suspend the sale of New Notes under the Prospectus. Each Participating
Broker-Dealer further agrees that, upon receipt of a notice from HLI Operating
Company, Inc. to suspend the sale of New Notes as provided above, the
Participating Broker-Dealer will suspend resales of the New Notes until (1) HLI
Operating Company, Inc. has amended or supplemented the Prospectus to correct
the misstatement or omission and has furnished copies of the amended or
supplemented Prospectus to the Participating Broker-Dealer or (2) HLI Operating
Company, Inc. has given notice that the sale of the New Notes may be resumed, as
the case may be. If HLI Operating Company, Inc. gives notice to suspend the sale
of the New Notes as provided above, it will extend the period referred to above
during which Participating Broker-Dealers are entitled to use the Prospectus in
connection with the resale of New Notes by the number of days during the period
from and including the date of the giving of such notice to and including the
date when Participating Broker-Dealers receive copies of the supplemented or
amended Prospectus necessary to permit resales of the New Notes or to and
including the date on which HLI Operating Company, Inc. has given notice that
the sale of New Notes may be resumed, as the case may be.

         As a result, a Participating Broker-Dealer who intends to use the
Prospectus in connection with resales of New Notes received in exchange for Old
Notes in the Exchange Offer must notify HLI Operating Company, Inc. on or prior
to the expiration of the Exchange Offer that it is a Participating
Broker-Dealer. Participating Broker-Dealers must send the required written
notice to HLI Operating Company, Inc., to HLI Operating Company, Inc.'s
executive offices located at 15300 Centennial Drive, Northville, Michigan 48167,
Attention: Patrick C. Cauley, Esq., General Counsel and Secretary, and this
notice must be received by HLI Operating Company, Inc. at or prior to the
expiration of the Exchange Offer.

         Interest on the New Notes will accrue (1) from the later of (a) the
last date to which interest was paid on the Old Notes surrendered in exchange
for the New Notes or (b) if the Old Notes are surrendered for exchange on a date
in a period which includes the record date for an interest payment date to occur
on or after the date of the exchange and as to which interest will be paid, the
date to which interest will be paid on such interest payment date or (2) if no
interest has been paid on the Old Notes, from June 3, 2003.

         All authority conferred in or agreed to be conferred in this Letter of
Transmittal will survive my


                                        5





death or incapacity, and any obligation of mine under this Letter of Transmittal
will be binding upon my heirs, executors, administrators, personal
representatives, trustees in bankruptcy, legal representatives, successors and
assigns. Except as stated in the Prospectus, this tender is irrevocable.


















































                                        6











                                    SIGN HERE
                          (SEE INSTRUCTIONS 2, 5 AND 6)
                   (PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)
      (NOTE: SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2)

This Letter of Transmittal must be signed by (1) the registered holder(s) -
which term, for purposes of this Letter of Transmittal, includes any participant
in The Depository Trust Company's system whose name appears on a security
position listing as the holder of the Old Notes - exactly as the name(s) of the
registered holder(s) appear(s) on the certificate(s) for the Old Notes tendered
or on the register of holders maintained by HLI Operating Company, Inc., or (2)
by any person(s) authorized to become the registered holder(s) by endorsements
and documents transmitted with this Letter of Transmittal - including any
opinions of counsel, certifications and other information as may be required by
HLI Operating Company, Inc., for the Old Notes to comply with the restrictions
on transfer applicable to the Old Notes. If the signature below is by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation or
[another acting] in a similar fiduciary or representative capacity, please set
forth the signer's full title. See Instruction 5.




                            SIGNATURE(s) OF HOLDER(s)


      DATED: ______________________________________________________, 2003

                      NAME(s)


                                 (PLEASE PRINT)

                      CAPACITY

                      ADDRESS


                                                           (ZIP CODE)
                      TAX IDENTIFICATION OR
                      SOCIAL SECURITY NO.
                               (SEE INSTRUCTION 9)


                     AREA CODE AND TELEPHONE NO.


                             SIGNATURE(s) GUARANTEED
                        (SEE INSTRUCTION 2, IF REQUIRED)

                    ELIGIBLE GUARANTOR INSTITUTION

                   OFFICIAL SIGNATURE

      DATED: ______________________________________________________, 2003




               PAYOR'S NAME:                  U.S. BANK NATIONAL ASSOCIATION


                                                                                   
                SUBSTITUTE                    PART 1 - PLEASE PROVIDE YOUR
                 FORM W-9                     TAXPAYER IDENTIFICATION NUMBER      TIN
                                              ("TIN") IN THE BOX  AT RIGHT AND     (SOCIAL SECURITY NUMBER
                                              CERTIFY THAT IT IS CORRECT BY       OR EMPLOYER IDENTIFICATION
                                              SIGNING AND DATING BELOW.                    NUMBER)


        DEPARTMENT OF THE TREASURY            PART 2 - CHECK THE BOX IF YOU ARE NOT SUBJECT TO BACKUP WITHHOLDING UNDER THE
         INTERNAL REVENUE SERVICE             PROVISIONS OF SECTION 340(a)(1)(C) OF THE INTERNAL REVENUE CODE BECAUSE EITHER
                                              (1) YOU ARE EXEMPT FROM BACKUP WITHHOLDING, (2) YOU HAVE NOT BEEN NOTIFIED
                                              THAT YOU ARE SUBJECT TO BACKUP WITHHOLDING AS A RESULT OF FAILURE TO REPORT ALL
                                              INTEREST OR DIVIDENDS OR (3) THE INTERNAL REVENUE SERVICE HAS NOTIFIED YOU THAT
                                              YOU ARE NO LONGER SUBJECT TO BACKUP WITHHOLDING. ( )


       PAYOR'S REQUEST FOR TAXPAYER           CERTIFICATION - UNDER THE           PART 3
           IDENTIFICATION NUMBER              PENALTIES OF PERJURY, I CERTIFY
                                              THAT THE INFORMATION PROVIDED       AWAITING TIN ( )
                                              ON THIS FORM IS TRUE, CORRECT AND
                                              COMPLETE.

                                              SIGNATURE

                                              DATE________________________, 2003











                                        7






             CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (1) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (2) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number by the time of the exchange, 31% of all
reportable payments made to me thereafter will be withheld until I provide a
number.




              Signature                                       Date



CERTIFICATE INSTRUCTIONS: You must not check the box in Part 2 above if you have
been notified by the IRS that you are subject to backup withholding because of
underreporting interest or dividends on your tax return. However, if after being
notified by the IRS that you were subject to backup withholding you received
another notification from the IRS that you are no longer subject to backup
withholding, then you may check the box in Part 2 above.


NOTE:    FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
         WITHHOLDING OF 31% OF ANY CASH PAYMENTS.

         THE IRS DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT
         OTHER THAN THE CERTIFICATION REQUIRED TO AVOID BACKUP WITHHOLDING.

         PLEASE REVIEW ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
         IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.


                                  INSTRUCTIONS
         FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

         1.       DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED
DELIVERY PROCEDURES. You must complete this Letter of Transmittal if you are a
holder of Old Notes - which term, for purposes of this Letter of Transmittal,
includes any participant in The Depository Trust Company's system whose name
appears on a security position listing as the holder of the Old Notes - and
either (1) you wish to tender the certificates representing your Old Notes to
the Exchange Agent together with this Letter of Transmittal or (2) you wish to
tender your Old Notes by book-entry transfer to the Exchange Agent's account at
The Depository Trust Company and you elect to submit this Letter of Transmittal
to the Exchange Agent instead of an Agent's Message. In order to constitute a
valid tender of your Old Notes, unless you comply with the procedures for
Guaranteed Delivery described below, the Exchange Agent must receive the
following documents at one of the addresses listed above on or prior to the
expiration of the Exchange Offer: (1) certificates for the Old Notes, in proper
form for transfer, or Book-Entry Confirmation of transfer of the Old Notes into
the Exchange Agent's account at The Depository Trust Company, (2) a properly
completed and duly executed Letter of Transmittal, with any required signature
guarantees, or, in the case of a Book-Entry Confirmation, an Agent's Message
instead of this Letter of Transmittal, and (3) all other documents required by
this Letter of Transmittal. Old Notes tendered in the Exchange Offer must be in
denominations of $1,000 principal amount and any integral multiple thereof.

         If you are a holder of the Old Notes and wish to tender your Old Notes,
but (1) the certificates for Old Notes are not immediately available, (2) time
will not permit your certificates for Old Notes or other required documents to
reach the Exchange Agent before the expiration of the Exchange Offer, or (3) the
procedure for book-entry transfer cannot be completed prior to the expiration of
the Exchange Offer, you may effect a tender if: (1) the tender is made through
an Eligible Guarantor Institution (as defined below); (2) prior to the
expiration of the Exchange Offer, the Exchange Agent receives from an Eligible
Guarantor Institution a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form we have provided, setting forth
your name and address and the amount of Old Notes you are tendering and stating
that the tender is being made by Notice of Guaranteed Delivery; and (3) the
Exchange Agent receives within three New York Stock Exchange, Inc. ("NYSE")
trading days after the date of execution of the Notice of Guaranteed Delivery:
(a) the certificates for all physically tendered Old Notes, in proper form for
transfer, or a Book-Entry Confirmation of transfer of the Old Notes into the
Exchange Agent's account at The Depository Trust Company, as the case may be,
(b) a properly completed and duly executed Letter of Transmittal, with any
required signature guarantees, or, in the case of a Book-Entry Confirmation, an
Agent's Message instead of the Letter of Transmittal, and (c) all other
documents required by the Letter of Transmittal. The Notice of Guaranteed
Delivery may be sent by overnight courier, hand delivery, registered or
certified mail or facsimile transmission and must include a guarantee by an
Eligible Guarantor Institution in the form set forth in the Notice.

         THE METHOD OF DELIVERY OF CERTIFICATES FOR OLD NOTES, LETTERS OF
TRANSMITTAL, AGENT'S


                                        8






MESSAGES AND ALL OTHER REQUIRED DOCUMENTS IS AT YOUR ELECTION. IF YOU DELIVER
YOUR OLD NOTES BY MAIL, WE RECOMMEND REGISTERED MAIL, PROPERLY INSURED, WITH
RETURN RECEIPT REQUESTED. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO
ASSURE TIMELY DELIVERY. DO NOT SEND CERTIFICATES FOR OLD NOTES, LETTERS OF
TRANSMITTAL, AGENT'S MESSAGES OR OTHER REQUIRED DOCUMENTS TO HLI OPERATING
COMPANY, INC.

         HLI Operating Company, Inc., will not accept any alternative,
conditional or contingent tenders. Each tendering holder, by execution of this
Letter of Transmittal or delivery of an Agent's Message instead of the Letter of
Transmittal, waives any right to receive any notice of the acceptance of such
tender.

         2.       GUARANTEE OF SIGNATURES.  No signature guarantee on this
Letter of Transmittal is required if:

         (a)      this Letter of Transmittal is signed by the registered holder
                  - which term, for purposes of this Letter of Transmittal,
                  includes any participant in The Depository Trust Company's
                  system whose name appears on a security position listing as
                  the owner of the Old Notes - of Old Notes tendered with this
                  Letter of Transmittal, unless such holder(s) has completed
                  either the box entitled "Special Issuance Instructions" or the
                  box entitled "Special Delivery Instructions" above, or

         (b)      the Old Notes are tendered for the account of a firm that is
                  an Eligible Guarantor Institution.

         In all other cases, an Eligible Guarantor Institution must guarantee
the signature(s) on this Letter of Transmittal. See Instruction 5.

         An "Eligible Guarantor Institution" (as defined in Rule 17Ad-15
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) means any of the following that is a participant in the Securities Agents
Medallion Program, the Stock Exchanges Medallion Program or the New York Stock
Exchange Medallion Program:

         o        Banks (as defined in Section 3(a) of the Federal Deposit
                  Insurance Act);

         o        Brokers, dealers, municipal securities dealers, municipal
                  securities brokers, government securities dealers and
                  government securities brokers (as defined in the Exchange
                  Act);

         o        Credit unions (as defined in Section 19B(1)(A) of the Federal
                  Reserve Act);

         o        National securities exchanges, registered securities
                  associations and clearing agencies (as these terms are defined
                  in the Exchange Act); and

         o        Savings associations (as defined in Section 3(b) of the
                  Federal Deposit Insurance Act).

         3        INADEQUATE SPACE. If the space provided in the box captioned
"Description of Old Notes Tendered" is inadequate, the certificate number(s)
and/or the principal amount of Old Notes and any other required information
should be listed on a separate signed schedule which is attached to this Letter
of Transmittal.

         4        PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Old Notes
will be accepted only in denominations of $1,000 principal amount and integral
multiples thereof. If you are tendering less than all of the Old Notes evidenced
by any certificate you are submitting, please fill in the principal amount of
Old Notes which are to be tendered in column 3 ("Principal Amount of Old Notes
Tendered") of the box entitled "Description of Old Notes Tendered." In that
case, unless you have otherwise indicated by completing the boxes entitled
"Special Issuance Instructions" or "Special Delivery Instructions", new
certificate(s) for the remainder of the Old Notes that were evidenced by your
old certificate(s) will be sent to the registered holder of the Old Notes,
promptly after the expiration of the Exchange Offer. All Old Notes represented
by certificates delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated.

         Except as otherwise provided in this Letter of Transmittal, tenders of
Old Notes may be withdrawn at any time on or prior to the expiration of the
Exchange Offer. For a withdrawal to be effective, a written notice of withdrawal
must be received by the Exchange Agent prior to the expiration of the Exchange
Offer at one of the addresses listed above. Any notice of withdrawal must
specify the name of the person who tendered the Old Notes to be withdrawn,
identify the Old Notes to be withdrawn, including the principal amount of the
Old Notes, and, where certificates for Old Notes have been transmitted, specify
the



                                        9

name in which the Old Notes are registered, if different from that of the
withdrawing holder. If certificates for Old Notes have been delivered or
otherwise identified to the Exchange Agent, then, prior to the release of the
certificates, the withdrawing holder must also submit the serial numbers of the
particular certificates to be withdrawn. The signatures on a notice of
withdrawal must be guaranteed by an Eligible Guarantor Institution unless the
holder is an Eligible Guarantor Institution. If Old Notes have been tendered
using the procedure for book-entry transfer described in the Prospectus under
the caption "The Exchange Offer - Book-Entry Transfer," any notice of
withdrawal must specify the name and number of the account at The Depository
Trust Company to be credited with the withdrawn Old Notes and otherwise comply
with the procedures of the book-entry transfer facility. All questions as to the
validity, form and eligibility - including time of receipt - of these notices
will be determined by HLI Operating Company, Inc. Any such determination will be
final and binding. Any Old Notes so withdrawn will be deemed not to have been
validly tendered for exchange for purposes of the Exchange Offer. Any Old Notes
which have been tendered for exchange but which are not exchanged for any reason
will be returned to the registered holder without cost to that holder as soon as
practicable after withdrawal, non-acceptance of tender or termination of the
Exchange Offer. In the case of Old Notes tendered using the procedure for
book-entry transfer described in the Prospectus under the caption "The Exchange
Offer - Book-Entry Transfer," the Old Notes will be credited to the tendering
holder's account with The Depository Trust Company. Properly withdrawn Old Notes
may be retendered at any time on or prior to the expiration of the Exchange
Offer by following one of the procedures described in the Prospectus under the
caption "The Exchange Offer - Procedures for Tendering Old Notes."

         5        SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND
ENDORSEMENTS. If this Letter of Transmittal is signed by the registered
holder(s) of the Old Notes tendered hereby, the signature(s) must correspond
exactly with the name(s) as written on the face of the certificate(s) without
alteration, enlargement or any change whatsoever.

         If any of the Old Notes tendered hereby are registered in the name of
two or more joint owners, all such owners must sign this Letter of Transmittal.

         If any tendered Old Notes are registered in different name(s) on
several certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registered holders.

         When this Letter of Transmittal is signed by the registered holder(s)
of the Old Notes listed and transmitted by this Letter of Transmittal, no
endorsement(s) of certificate(s) or separate bond power(s) are required unless
New Notes are to be issued in the name of a person other than the registered
holder(s). Signature(s) on the certificate(s) or bond power(s) must be
guaranteed by an Eligible Guarantor Institution.

         If a person or persons other than the registered holder(s) of Old Notes
signs the Letter of Transmittal, certificates for the Old Notes must be endorsed
or accompanied by appropriate bond powers, signed exactly as the name or names
of the registered holder(s) that appears on the certificates for the Old Notes
and also must be accompanied by any opinions of counsel, certifications and
other information as HLI Operating Company, Inc. may require in accordance with
the restrictions on transfer applicable to the Old Notes. Signatures on
certificates or bond powers must be guaranteed by an Eligible Guarantor
Institution.

         If you are a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation, or act in a similar fiduciary or
representative capacity, and wish to sign this Letter of Transmittal or any
certificates for Old Notes or bond powers, you must indicate your status when
signing. If you are acting in any of these capacities, you must submit proper
evidence satisfactory to us of your authority to so act unless we waive this
requirement.

         6        SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If New Notes are
to be issued in the name of a person other than the signer of this Letter of
Transmittal, or if New Notes are to be delivered to someone other than the
signer of this Letter of Transmittal or to an address other than that shown
above, the appropriate boxes on this Letter of Transmittal should be completed.
Certificates for Old Notes not exchanged will be returned by mail or, if
tendered by book-entry transfer, by crediting the account indicated above
maintained with The Depository Trust Company. See Instruction 4.

         7        IRREGULARITIES. All questions as to the validity, form,
eligibility - including time of receipt - and acceptance of Old Notes tendered
for exchange will be determined by HLI Operating Company, Inc. in its sole
discretion. Our determination will be final and binding. We reserve the absolute
right to reject any and all tenders of Old Notes improperly tendered or to not
accept any Old Notes, the acceptance of which might be unlawful as determined by
us or our counsel. We also reserve the absolute right to waive any defects or
irregularities or conditions of the Exchange Offer as to any Old Notes either


                                       10




before or after the expiration of the Exchange Offer - including the right to
waive the ineligibility of any holder who seeks to tender Old Notes in the
Exchange Offer. Our interpretation of the terms and conditions of the Exchange
Offer as to any particular Old Notes either before or after the expiration of
the Exchange Offer - including the terms and conditions of the Letter of
Transmittal and the accompanying instructions - will be final and binding.
Unless waived, any defects or irregularities in connection with tenders of Old
Notes for exchange must be cured within a reasonable period of time, as
determined by us. Neither we, the Exchange Agent nor any other person has any
duty to give notification of any defect or irregularity with respect to any
tender of Old Notes for exchange, nor will we have any liability for failure to
give such notification.

         8        QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES.
Questions and requests for assistance may be directed to the Exchange Agent at
the address and telephone number listed on the front of this Letter of
Transmittal. Additional copies of the Prospectus, this Letter of Transmittal or
the Notice of Guaranteed Delivery may be obtained from the Exchange Agent or
from your broker, dealer, commercial bank, trust company or other nominee.

         9        31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under U.S.
Federal income tax law, a holder whose tendered Old Notes are accepted for
exchange is required to provide the Exchange Agent with the holder's correct
taxpayer identification number ("TIN") on Substitute Form W-9 above. If the
Exchange Agent is not provided with the correct TIN, the Internal Revenue
Service may subject the holder or other payee to a $50 penalty. In addition,
cash payments to such holders or other payees with respect to Old Notes
exchanged in the Exchange Offer may be subject to 31% backup withholding.

         The box in Part 3 of the Substitute Form W-9 may be checked if the
tendering holder has not been issued a TIN and has applied for a TIN or intends
to apply for a TIN in the near future. If the box in Part 3 is checked, the
holder or other payee must also complete the Certificate of Awaiting Taxpayer
Identification Number above in order to avoid backup withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Exchange Agent will
withhold 31% of all payments made prior to the time a properly certified TIN is
provided to the Exchange Agent. The Exchange Agent will retain all amounts
withheld during the 60-day period following the date of the Substitute Form W-9.
If the holder furnishes the Exchange Agent with its TIN within 60 days after the
date of the Substitute Form W-9, the amounts retained during the 60-day period
will be remitted to the holder and no further amounts will be retained or
withheld from payments made to the holder thereafter. If, however, the holder
has not provided the Exchange Agent with its TIN within the 60-day period,
amounts withheld will be remitted to the IRS as backup withholding. In addition,
31% of all payments made thereafter will be withheld and remitted to the IRS
until a correct TIN is provided.

         The holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the registered holder of
the Old Notes or of the last transferee appearing on the transfers attached to,
or endorsed on, the Old Notes. If the Old Notes are registered in more than one
name or are not in the name of the actual holder, consult the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" for additional guidance on which number to report.

         Certain holders - including, among others, corporations, financial
institutions and certain foreign persons - may not be subject to these backup
withholding and reporting requirements. These holders should nevertheless
complete the Substitute Form W-9 above, and check the box in Part 2 of the
Substitute Form W-9, to avoid possible erroneous backup withholding. A foreign
person may qualify as an exempt recipient by submitting a properly completed IRS
Form W-8, signed under penalties of perjury, attesting to that holder's exempt
status. Please consult the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional guidance on which
holders are exempt from backup withholding.

         Backup withholding is not an additional U.S. Federal income tax.
Rather, the U.S. Federal income tax liability of a person subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained.

         10       WAIVER OF CONDITIONS. HLI Operating Company, Inc.'s obligation
to complete the Exchange Offer is subject to the conditions described in the
Prospectus under the caption "The Exchange Offer - Conditions to the Exchange
Offer." These conditions are for our benefit only and we may assert them
regardless of the circumstances giving rise to any condition. We may also waive
any condition in whole or in part at any time in our sole discretion. Our
failure at any time to exercise any of the foregoing rights will not constitute
a waiver of that right and each right is an ongoing right that we may assert at
any time.


                                       11





         11       NO CONDITIONAL TENDERS. No alternative, conditional or
contingent tenders will be accepted. All tendering holders of Old Notes, by
execution of this Letter of Transmittal, waive any right to receive notice of
the acceptance of Old Notes for exchange.

         12       LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s)
representing Old Notes have been lost, destroyed or stolen, the holder should
check the box above regarding lost, destroyed or stolen certificates and
promptly notify the Exchange Agent. The holder will then be instructed as to the
steps that must be taken in order to replace the certificate(s). This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost, destroyed or stolen certificate(s) have been followed.

         13       TRANSFER TAXES. You will not be obligated to pay any transfer
taxes in connection with the tender of Old Notes in the Exchange Offer unless
you instruct us to register New Notes in the name of, or request that Old Notes
not tendered or not accepted in the Exchange Offer be returned to, a person
other than the registered tendering holder. In those cases, you will be
responsible for the payment of any applicable transfer tax. If satisfactory
evidence of payment of these taxes or an exemption from payment is not submitted
with this Letter of Transmittal, no certificates for New Notes will be issued
until such evidence is received by the Exchange Agent.

         IMPORTANT: UNLESS YOU COMPLY WITH THE GUARANTEED DELIVERY PROCEDURES
DESCRIBED ABOVE, THIS LETTER OF TRANSMITTAL (OR A FACSIMILE OF THIS LETTER OF
TRANSMITTAL), OR, IN THE CASE OF OLD NOTES TENDERED BY BOOK-ENTRY TRANSFER TO
THE EXCHANGE AGENT'S ACCOUNT AT THE DEPOSITORY TRUST COMPANY, AN AGENT'S MESSAGE
INSTEAD OF THIS LETTER OF TRANSMITTAL, AND ALL OTHER REQUIRED DOCUMENTS MUST BE
RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION OF THE EXCHANGE
OFFER.

























                                       12




             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.
Social Security numbers have nine digits separated by two hyphens: i.e.,
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e., 00- 0000000. The table below will help determine the number to
give the payer.



====================================================================================================================================
                                                                                                                   GIVE THE
                                                 GIVE THE                                                          EMPLOYER
                                             SOCIAL SECURITY                                                    IDENTIFICATION
     FOR THIS TYPE OF ACCOUNT                  NUMBER OF -                   FOR THIS TYPE OF ACCOUNT             NUMBER OF -
====================================================================================================================================
                                                                                                  
1.  An individual's account           The individual                      9.  A valid trust, estate, or    The legal entity (Do not
                                                                              pension trust                furnish the identifying
                                                                                                           number of the personal
                                                                                                           representative or
                                                                                                           trustee unless the legal
                                                                                                           entity itself is not
                                                                                                           designated in the account
                                                                                                           title.)(5)

2. Two or more individuals            The actual owner of the account     10. Corporate account            The corporation
   (joint account)                    or, if combined funds, the first
                                      individual on the account(1)

3.  Husband and wife (joint account)  The actual owner of the account     11. Religious, charitable or     The organization
                                      or, individual if joint funds,          educational organization
                                      the first on the account(1)             account

4.  Custodian account of a minor      The minor(2)                        12. Partnership account held     The partnership
    (Uniform Gift to Minors Act)                                              in the name of the business

5.  Adult and minor (joint account)   The adult or, if the minor is the   13. Association, club or other   The organization
                                      only contributor, the minor(1)          tax exempt organization

6.  Account in the name of guardian   The ward, minor or incompetent      14. A broker or registered       The broker or nominee
    or committee for a designated     person(3)                               nominee
    ward, minor or incompetent
    person

7.  a. The usual revocable savings    The grantor-trustee(1)              15. Account with the Department  The public entity
    trust account (grantor is also                                            of Agriculture in the name
    trustee)                                                                  of a public entity (such as
                                                                              a State or local government,
    b.  So-called trust account that   The actual owner(1)                    school district, or prison)
    not a legal or valid trust under                                          that receives agricultural
    state law                                                                 program payments

8.  Sole proprietorship account        The owner (4)
====================================================================================================================================


(1)    List first and circle the name of the person whose number you furnish.
       If only one person on a joint account has a social security number, that
       person's number must be furnished.
(2)    Circle the minor's name and furnish the minor's social security number.
(3)    Circle the ward's, minor's or incompetent person's name and furnish such
       person's social security number.
(4)    Show the individual name, business name or "doing business as" name of
       the owner.  Use either individual's social security number or business's
       employer identification number (if it has one).
(5)    List first and circle the name of the legal trust, estate or pension
       trust.

NOTE:  If no name is circled when there is more than one name, the number will
       be considered to be that of the first name listed.





GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9
                                     PAGE 2


OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following:
o        A corporation.
o        A financial institution.
o        An organization exempt from tax under section 501(A), or an individual
         retirement plan.
o        The United States or any agency or instrumentality thereof.
o        A State, the District of Columbia, a possession of the United States,
         or any subdivision or instrumentality thereof.
o        A foreign government, a political subdivision of a foreign government,
         or any agency or instrumentality thereof.
o        An international organization or any agency, or instrumentality
         thereof.
o        A dealer required to register in securities or commodities registered
         in the U.S. or a possession of the U.S.
o        A real estate investment trust.
o        A common trust fund operated by a bank under section 584(a).
o        An exempt charitable remainder trust, or a non-exempt trust described
         in section 4947(a)(1).
o        An entity registered at all times under the Investment Company Act of
         1940.
o        A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
o        Payments to nonresident aliens subject to with
         holding under section 1441.
o        Payments to partnerships not engaged in a trade or business in the U.S.
         and which have at least one nonresident alien partner.
o        Payments of patronage dividends where the amount received is not paid
         in money.
o        Payments made by certain foreign organizations.
o        Payments made to a nominee.
Payments of interest not generally subject to backup withholding include the
following:
o        Payment of interest on obligations issued by individuals. Note: You may
         be subject to backup withholding if this interest is $600 or more and
         is paid in the course of the payer's trade or business and you have not
         provided your correct taxpayer identification number to the payer.
o        Payments of tax-exempt interest (including exempt-interest dividends
         under section 852).
o        Payments described in section 6049(b)(5) to non-resident aliens.
o        Payments on tax-free covenant bonds under section 1451.
o        Payments made by certain foreign organizations.
o        Payments made to a nominee.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS,
ALSO SIGN AND DATE THE FORM. Certain payments other than interest, dividends,
and patronage dividends, that are not subject to information reporting are also
not subject to backup withholding. For details, see the regulations under
sections 6041, 6041A(a), 6045, and 6050A.

PRIVACY ACT NOTICE.-Section 6109 requires most recipients of dividend, interest
or other payments to give taxpayer identification numbers to payers who must
report the payments to IRS. IRS uses the numbers for identification purposes.
Payers must be given the numbers whether or not recipients are required to file
tax returns. Beginning January 1, 1993, payers must generally withhold 31% of
taxable interest, dividend and certain other payments to a payee who does not
furnish a taxpayer identification number to a payer. Certain penalties may also
apply.

PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.-If you fail
to furnish your taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.
(2) FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST PAYMENTS.-If you fail to
include any portion of an includible payment for interest, dividends or
patronage dividends in gross income, such failure will be treated as being due
to negligence and will be subject to a penalty of 5% on any portion of an
under-payment attributable to that failure unless there is clear and convincing
evidence to the contrary.
(3) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.-If you make
a false statement with no reasonable basis which results in no imposition of
backup withholding, you are subject to a penalty of $500.
(4) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.-Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT
YOUR TAX CONSULTANT OR THE INTERNAL
REVENUE SERVICE.

EX-99.2

                                                                    EXHIBIT 99.2

                           HLI OPERATING COMPANY, INC.
                          NOTICE OF GUARANTEED DELIVERY

         This form or one substantially equivalent to this form must be used to
accept the offer (the "Exchange Offer") of HLI Operating Company, Inc. ("HLI")
to exchange an aggregate principal amount of up to $250,000,000 of our 10 1/2%
Senior Notes due 2010 and the related Guarantees (the "New Notes"), which have
been registered under the Securities Act of 1933, as amended (the "Securities
Act"), for a like principal amount of our issued and outstanding 10 1/2% Senior
Notes due 2010 and the related Guarantees (thE "Old Notes"), which were issued
in offerings under Rule 144A and Regulation S under the Securities Act that were
not registered under the Securities Act. The Exchange Offer will expire at 5:00
p.m., New York City time, on        , 2003, unless extended (as it may be
extended, the "Expiration Date"). As described in the enclosed Prospectus, dated
August    , 2003 (the "Prospectus"), if you are a registered holder of Old Notes
and wish to tender your Old Notes, but (1) the certificates for Old Notes are
not immediately available, (2) time will not permit your certificates for Old
Notes or other required documents to reach U.S. Bank National Association, as
exchange agent (the "Exchange Agent"), before the Expiration Date or (3) the
procedure for book-entry transfer cannot be completed before the Expiration
Date, you may effect a tender of your Old Notes if (1) the tender is made
through an Eligible Guarantor Institution (as defined in the Prospectus under
the caption "The Exchange Offer - Procedures for Tendering Old Notes"); (2)
prior to the Expiration Date, the Exchange Agent receives from an Eligible
Guarantor Institution a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in this form, setting forth your name and
address, and the amount of Old Notes you are tendering and stating that the
tender is being made by Notice of Guaranteed Delivery. These documents may be
sent by overnight courier, registered or certified mail or facsimile
transmission. If you elect to use this procedure, you must also guarantee that
within three New York Stock Exchange, Inc. ("NYSE") trading days after the date
of execution of the Notice of Guaranteed Delivery, the certificates for all
tendered Old Notes, in proper form for transfer, or a book-entry, as the case
may be, a properly completed and duly executed Letter of Transmittal, with any
required signature guarantees, or in the case of a book-entry transfer, an
agent's message instead of the Letter of Transmittal, and any other documents
required by the Letter of Transmittal, will be received by the Exchange Agent
from such Eligible Guarantor Institution; and (3) the Exchange Agent receives
the certificates for all tendered Old Notes, in proper form for transfer, or a
book-entry transfer of the Old Notes into the Exchange Agent's account at The
Depository Trust Company, as the case may be, a properly completed and duly
executed Letter of Transmittal, with any required signature guarantees, or in
the case of a book-entry transfer, an agent's message instead of the letter of
transmittal, and any other documents required or Letter of Transmittal within
three NYSE trading days after the date of execution of this Notice of Guaranteed
Delivery.

           Delivery to: U.S. BANK NATIONAL ASSOCIATION, Exchange Agent


              By Overnight Courier, Hand, Regular or Certified Mail

                             U.S. Bank Trust Center
                         Attn: Specialized Finance Group
                          180 E. Fifth Street, 4th Flr.
                               St. Paul, MN 55101

                                  By Facsimile:
                     (Eligible Guarantor Institutions Only)

                                 (651) 244-1537

                             To Confirm by Telephone
                            or for Information Call:

                                 1-800-934-6802

         DELIVERY OF A LETTER OF TRANSMITTAL OR AGENT'S MESSAGE TO AN ADDRESS
OTHER THAN THE ADDRESS LISTED ABOVE OR TRANSMISSION OF INSTRUCTIONS BY FACSIMILE
OTHER THAN AS SET FORTH ABOVE IS NOT VALID DELIVERY OF THE LETTER OF TRANSMITTAL
OR AGENT'S MESSAGE.







Ladies and Gentlemen:

         Subject to the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to HLI the
principal amount of Old Notes set forth below pursuant to the guaranteed
delivery procedure described in the Prospectus under the caption "The Exchange
Offer -- Guaranteed Delivery Procedures."


Principal Amount of Old Notes Tendered:*    If Old Notes will be delivered by
                                            book-entry transfer to The
$                                           Depository Trust Company, provide
  ---------------------------------------   account number.
Certificate Nos. (if available):

                                            Account Number
                                                          ----------------------
Total Principal Amount Represented by
         Old Notes Certificate(s):

$
  ---------------------------------------


         ALL AUTHORITY HEREIN CONFERRED OR AGREED TO BE CONFERRED SHALL SURVIVE
THE DEATH OR INCAPACITY OF THE UNDERSIGNED AND EVERY OBLIGATION OF THE
UNDERSIGNED HEREUNDER SHALL BE BINDING UPON THE HEIRS, PERSONAL REPRESENTATIVES,
SUCCESSORS AND ASSIGNS OF THE UNDERSIGNED.


                                PLEASE SIGN HERE

X
  --------------------------------------------    ------------------
X
  --------------------------------------------    ------------------
         Signature(s) of Owner(s)                    Date
         or Authorized Signatory

         Area Code and Telephone Number: (   )
                                         ---------------------------------------

         Must be signed by the holder(s) of Old Notes as their name(s) appear(s)
on certificates for Old Notes or on a security position listing, or by person(s)
authorized to become registered holder(s) by endorsement and documents
transmitted with this Notice of Guaranteed Delivery. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, such person must set
forth his or her full title below.

                      PLEASE PRINT NAME(S) AND ADDRESS(ES)

Name(s):
               -----------------------------------------------------------------

               -----------------------------------------------------------------

               -----------------------------------------------------------------

               -----------------------------------------------------------------
Capacity:
               -----------------------------------------------------------------

               -----------------------------------------------------------------
Address(es):
               -----------------------------------------------------------------

               -----------------------------------------------------------------

               -----------------------------------------------------------------

- --------
* Must be in denominations of principal amount of $1,000 and any integral
multiple thereof.






                                    GUARANTEE
                    (Not to be used for signature guarantee)

         The undersigned, an Eligible Guarantor Institution, hereby guarantees
that the certificates representing the principal amount of Old Notes tendered
hereby in proper form for transfer, or timely confirmation of the book-entry
transfer of such Old Notes into the Exchange Agent's account at The Depository
Trust Company pursuant to the procedures set forth in the Prospectus under the
caption "The Exchange Offer -- Guaranteed Delivery Procedures," together with
any required signature guarantee and any other documents required by the Letter
of Transmittal, will be received by the Exchange Agent at the address set forth
above, no later than three NYSE trading days after the Expiration Date.


- ----------------------------------------    ------------------------------------
           Name of Firm                             Authorized Signature


- ----------------------------------------    ------------------------------------
              Address                                     Title

                                            Name:
- ----------------------------------------         -------------------------------
              Zip Code                             (Please Type or Print)


Area Code and Tel. No.                      Dated:
                      ------------------          ------------------------------


NOTE:    DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES FOR
         OLD NOTES SHOULD BE SENT ONLY WITH A COPY OF YOUR PREVIOUSLY EXECUTED
         LETTER OF TRANSMITTAL.

EX-99.3

                                                                    EXHIBIT 99.3

                           HLI OPERATING COMPANY, INC.

                            OFFER FOR ALL OUTSTANDING
                         10 1/2% SENIOR NOTES DUE 2010
                  IN EXCHANGE FOR 10 1/2% SENIOR NOTES DUE 2010

TO:      BROKERS, DEALERS, COMMERCIAL BANKS
         TRUST COMPANIES AND OTHER NOMINEES:

         HLI OPERATING COMPANY, INC. (THE "COMPANY") IS OFFERING, UPON AND
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE PROSPECTUS DATED AUGUST ,
2003 (THE "PROSPECTUS"), AND THE ENCLOSED LETTER OF TRANSMITTAL (THE "LETTER OF
TRANSMITTAL"), TO EXCHANGE (THE "EXCHANGE OFFER") AN AGGREGATE PRINCIPAL AMOUNT
OF UP TO $250,000,000 OF ITS 10 1/2% SENIOR NOTES DUE 2010 AND THE RELATED
GUARANTEES, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, FOR ITS OUTSTANDING 10 1/2% SENIOR NOTES DUE 2010 AND THE RELATED
GUARANTEES (THE "OLD NOTES"). THE EXCHANGE OFFER IS BEING MADE IN ORDER TO
SATISFY CERTAIN OBLIGATIONS OF THE COMPANY CONTAINED IN THE Registration Rights
Agreement, dated as of June 3, 2003, by and among HLI Operating Company, Inc.,
the guarantors party thereto and the Initial Purchasers referred to therein.
Capitalized terms not defined herein shall have the respective meanings ascribed
to them in the Prospectus.

         We are requesting that you contact your clients for whom you hold Old
Notes regarding the Exchange Offer. For your information and for forwarding to
your clients for whom you hold Old Notes registered in your name or in the name
of your nominee, or who hold Old Notes registered in their own names, we are
enclosing the following documents:

         1. Prospectus dated August , 2003;

         2. The Letter of Transmittal for your use and for the information of
your clients;

         3. A Notice of Guaranteed Delivery to be used to accept the Exchange
Offer if certificates for Old Notes are not immediately available or time will
not permit all required documents to reach the Exchange Agent prior to the
Expiration Date (as defined below) or if the procedure for book-entry transfer
cannot be completed on a timely basis;

         4. A form of letter which may be sent to your clients for whose account
you hold Old Notes registered in your name or the name of your nominee, with
space provided for obtaining such clients' instructions with regard to the
Exchange Offer;




         5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and

         6. Return envelopes addressed to U.S. Bank National Association, the
Exchange Agent for the Exchange Offer.

         YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON         , 2003, UNLESS EXTENDED BY THE COMPANY (THE
"EXPIRATION DATE"). OLD NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE
WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION OR TERMINATION OF THE EXCHANGE
OFFER.

         To participate in the Exchange Offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees, and any other required documents, should be sent to the
Exchange Agent and certificates representing the Old Notes should be delivered
to the Exchange Agent, all in accordance with the instructions set forth in the
Letter of Transmittal and the Prospectus.

         If registered holders of Old Notes wish to tender, but it is
impracticable for them to forward their certificates for Old Notes prior to the
expiration of the Exchange Offer or to comply with the book-entry transfer
procedures described in the Prospectus on a timely basis, a tender may be
effected by following the guaranteed delivery procedures described in the
section of the Prospectus entitled "The Exchange Offer - Guaranteed Delivery
Procedures."

         The Company will, upon request, reimburse brokers, dealers, commercial
banks and trust companies for reasonable and necessary costs and expenses
incurred by them in forwarding the Prospectus and the related documents to the
beneficial owners of Old Notes held by them as nominee or in a fiduciary
capacity. The Company will pay or cause to be paid all stock transfer taxes
applicable to the exchange of Old Notes pursuant to the Exchange Offer, except
as set forth in Instruction 6 of the Letter of Transmittal.

         Any inquiries you may have with respect to the Exchange Offer, or
requests for additional copies of the enclosed materials, should be directed to
The Bank of New York, the Exchange Agent for the Old Notes, at its address and
telephone number set forth on the front of the Letter of Transmittal.

                                            Very truly yours,
                                            HLI Operating Company, Inc.

         NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF
THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT



                                       2




FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.



                                       3

EX-99.4

                                                                    EXHIBIT 99.4


                           HLI OPERATING COMPANY, INC.

                                OFFER TO EXCHANGE
                         10 1/2% SENIOR NOTES DUE 2010,
                        WHICH HAVE BEEN REGISTERED UNDER
                     THE SECURITIES ACT OF 1933, AS AMENDED,
                         FOR ALL ISSUED AND OUTSTANDING
                          10 1/2% SENIOR NOTES DUE 2010

TO OUR CLIENTS:

         Enclosed for your consideration is a Prospectus, dated August   , 2003
(the "Prospectus"), and the related Letter of Transmittal (the "Letter of
Transmittal"), relating to the offer (the "Exchange Offer") of HLI Operating
Company, Inc. ("HLI") to exchange an aggregate principal amount of up to
$250,000,000 of our 10 1/2% Senior Notes due 2010 (the "New Notes"), which have
been registered under the Securities Act of 1933, as amended (the "Securities
Act"), for a like principal amount of our issued and outstanding 10 1/2% Senior
Notes due 2010 (the "Old Notes"), which were issued in offerings under Rule 144A
and Regulation S of the Securities Act that were not registered under the
Securities Act. The Exchange Offer is being extended to all holders of the Old
Notes in order to satisfy certain obligations of HLI contained in the
Registration Rights Agreement, dated as of June 3, 2003, among HLI, the
guarantors party thereto and the initial purchasers of the Old Notes. The New
Notes are substantially identical to the Old Notes, except that the issuance of
the New Notes has been registered under the Securities Act and the transfer
restrictions, registration rights and certain special interest provisions
relating to the Old Notes do not apply to the New Notes.

         These materials are being forwarded to you as the beneficial owner of
the Old Notes held by us for your account but not registered in your name. A
TENDER OF SUCH OLD NOTES MAY ONLY BE MADE BY US AS THE HOLDER OF RECORD AND
PURSUANT TO YOUR INSTRUCTIONS.

         Accordingly, we request instructions as to whether you wish us to
tender on your behalf the Old Notes held by us for your account, pursuant to the
terms and conditions set forth in the enclosed Prospectus and Letter of
Transmittal.

         Your instructions should be forwarded to us as promptly as possible in
order to permit us to tender the Old Notes on your behalf in accordance with the
provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 P.M.,
New York City time, on           , 2003, unless the Exchange Offer is extended.
Any Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any
time before the expiration of the Exchange Offer.

         Your attention is directed to the following:

         1. The Exchange Offer is for any and all Old Notes.

         2. The Exchange Offer is subject to certain conditions set forth in the
Prospectus under the caption "The Exchange Offer - Conditions to the Exchange
Offer."




         3. Any transfer taxes incident to the transfer of Old Notes from the
holder to HLI will be paid by HLI Operating Company, Inc., except as otherwise
provided in the Instructions in the Letter of Transmittal.

         4. The Exchange Offer expires at 5:00 P.M., New York City time, on ,
2003, unless the Exchange Offer is extended earlier terminated.

         If you wish to have us tender your Old Notes, please so instruct us by
completing, executing and returning to us the instruction form on the back of
this letter. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION ONLY
AND MAY NOT BE USED DIRECTLY BY YOU TO TENDER OLD NOTES.





                          INSTRUCTIONS WITH RESPECT TO
                               THE EXCHANGE OFFER


         The undersigned acknowledge(s) receipt of your letter and the enclosed
materials referred to therein relating to the Exchange Offer made by HLI
Operating Company, Inc. with respect to its Old Notes.

         This will instruct you to tender the Old Notes held by you for the
account of the undersigned, subject to the terms and conditions set forth in the
Prospectus and the related Letter of Transmittal.

         Please tender the Old Notes held by you for my account as indicated
below:

                  10 1/2% Senior Notes due 2010 $ ________  (Aggregate Principal
Amount of Old Notes)

                  [ ] Please do not tender any Old Notes held by you for my
account.

                  Dated:  _______________________ ____, 2003


Signature(s):


Print Name(s) here:


(Print Address(es)):


(Area Code and Telephone Number(s)):


(Tax Identification or Social Security Number(s)):



         NONE OF THE OLD NOTES HELD BY US FOR YOUR ACCOUNT WILL BE TENDERED
UNLESS WE RECEIVE WRITTEN INSTRUCTIONS FROM YOU TO DO SO. UNLESS A SPECIFIC
CONTRARY INSTRUCTION IS GIVEN IN THE SPACE PROVIDED, YOUR SIGNATURE(S) HEREON
SHALL CONSTITUTE AN INSTRUCTION TO US TO TENDER ALL THE OLD NOTES HELD BY US FOR
YOUR ACCOUNT.