EXHIBIT 3.8

                          CERTIFICATE OF INCORPORATION

                                       OF

                               BERG HOLDING, INC.
                               ------------------

          FIRST: The name of the Corporation (hereinafter called the
"Corporation") is Berg Holding, Inc.

          SECOND: The registered office of the Corporation is to be located at
229 South State Street, in the City of Dover, in the County of Kent, in the
State of Delaware. The name of its registered agent at that address is The
Prentice-Hall Corporation System, Inc.

          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 aggregate number of shares which the Corporation shall
have authority to issue is one thousand (1,000), par value of $1.00 per share,
having an aggregate par value of $1,000, all of which shares are designated as
Common Stock.

          FIFTH: The Board of Directors is expressly authorized to make, alter
or repeal the by-laws of the Corporation.

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

          NAME                      MAILING ADDRESS

          Burton Z. Alter           400 Park Avenue
                                    New York, New York 10022




STATE OF NEW YORK    )
                     )  ss.:
COUNTY OF NEW YORK   )

          Lester Lieberman, being duly sworn, deposes and says that he is one of
the persons who signed the foregoing Certificate of Ownership and Merger on
behalf of Berg Holding, Inc.; that he signed said certificate in the capacity
set forth beneath his signature thereon; that he has read the foregoing
certificate and knows the contents thereof; and that the statements contained
therein are true to his own knowledge.

                                                  /s/ Lester Lieberman
                                            ---------------------------------
                                               Lester Lieberman, President

Subscribed and sworn to
before me on October 15, 1981.

      /s/ [ILLEGIBLE]
---------------------------
       Notary Public

[SEAL]

STATE OF NEW YORK     )
                      )  ss.:
COUNTY OF NEW YORK    )

          Thomas J. Mitchell, being duly sworn, deposes and says that he is one
of the persons who signed the foregoing Certificate of Ownership and Merger on
behalf of Berg Holding, Inc.; that he signed said certificate in the capacity
set forth beneath his signature thereon; that he has read the foregoing
certificate and knows the contents thereof; and that the statements contained
therein are true to his own knowledge.

                                                 /s/ Thomas J. Mitchell
                                            ---------------------------------
                                              Thomas J. Mitchell, Secretary


Subscribed and sworn to
before me on October 23, 1981.

/s/ Barbara j. Ruby
---------------------------
    Notary Public

[SEAL]



[SEAL]

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                      -------------------------------------


          Winfred H. Berg, Inc. (the "Corporation"), a corporation organized and
existing under the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY as follows:

          1. That the Board of Directors of the Corporation, desiring to amend
the Certificate of Incorporation of the Corporation has adopted the following
resolution by unanimous written consent in accordance with the provisions of
Section 141 of the General Corporation Law of the State of Delaware:

          RESOLVED, that Article FIRST of the Certificate
          of Incorporation of the Corporation shall be amended
          to change the name of the Corporation, and as so
          amended, shall in its entirety as follows:

          "FIRST: The name of the corporation (the "Corporation")
          is W.M. Berg Inc."

          2. The resolution amending the Certificate of Incorporation of the
Corporation was duly adopted by written consent of the sole stockholder of the
Corporation in accordance with the applicable provisions of Sections 228 and 242
of the General Corporation Law of the State of Delaware, and written notice of
the adoption of such resolution was given as provided by Section 222 of the
General Corporation Law to every stockholder entitled to such notice.

          IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to its Certificate of Incorporation to be signed by Roy C. Lamothe,
its President, and attested by Edgar P. DeVylder, its Secretary, this 23rd day
of September, 1994.


                                              By: /s/ Roy C. Lamothe
                                                 ----------------------------
                                                 Roy C. Lamothe
                                                 Its President

Attest:

By: /s/ Edgar P. DeVylder
   -------------------------
   Edgar P. DeVylder
   Its Secretary