EXHIBIT 3.49


                                    RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                              GROVE INVESTORS, INC.

          The undersigned, Jeffry D. Bust, certifies that he is the director of
Grove Investors, 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 Grove Investors, Inc.

          (2)  The name under which the Corporation was originally incorporated
     was Grove Investors, Inc. and the original Certificate of Incorporation of
     the Corporation was filed with the Secretary of State of the State of
     Delaware on September 13, 2001.

          (3)  This Restated Certificate of Incorporation was duly adopted in
     accordance with the provisions of Sections 241 and 245 of the General
     Corporation Law of the State of Delaware.

          (4)  The Corporation has not received any payment for any of its
     stock.

          (5)  The text of the Certificate of Incorporation of the Corporation
     as amended hereby is restated to read in its entirety, as follows:

          FIRST:  The name of the Corporation is Grove Investors, 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 10,000,000 shares of Common Stock, each having
a par value of one dollar ($1.00), and 10,000,000 shares of Preferred Stock,
each having a par value of one dollar ($1.00).

          The Board of Directors is expressly authorized to provide for the
issuance of all or any shares of the Preferred Stock in one or more classes or
series, and to fix for each such class or series such voting powers, full or
limited, or no voting powers, and such distinctive designations, preferences and
relative, participating, optional or other special rights and such
qualifications, limitations or restrictions thereof, as shall be stated and
expressed in the resolution or resolutions adopted by the Board of Directors
providing for the issuance of such class or series and as may be permitted by
the GCL, including, without limitation, the authority to provide that any such
class or series may be (i) subject to redemption at such time or times and at
such price or prices; (ii) entitled to receive dividends (which may be
cumulative or non-cumulative) at such rates, on such conditions, and at such
times, and payable in preference to, or in such relation to, the dividends
payable on any other class or classes or any other series; (iii) entitled to
such rights upon the dissolution of, or upon any distribution of the assets of,
the Corporation; or (iv) convertible into, or exchangeable for, shares of any
other class or classes of stock, or of any other series of the same or any other
class or classes of stock, of the Corporation at such price or prices or at such
rates of exchange and with such adjustments; all as may be stated in such
resolution or resolutions.

          FIFTH:  The name and mailing address of the Sole Incorporator is as
follows:



    Name              Address
    ----              -------
                   
Mary E. Keogh         P.O. Box 636
                      Wilmington, DE 19899


          SIXTH:  The following provisions are inserted for the management of
the business and the conduct of the

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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

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     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

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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:  Notwithstanding any other provision of these Articles of
Incorporation or the By-Laws of the Corporation (and notwithstanding the fact
that a lesser percentage may be specified by law, these Articles of
Incorporation or the By-Laws of the Corporation), the affirmative vote of the
holders or seventy-five percent (75%) or more of the outstanding voting stock,
voting together as a single class, shall be required to amend or repeal, or
adopt any provisions inconsistent with (collectively, resulting in an
"Amendment") Article SIXTH, SEVENTH, EIGHTH, or NINTH of these Articles of
Incorporation, unless such Amendment has been approved by the affirmative vote
of at least seventy-five percent (75%) of the entire Board of Directors of the
Corporation in which event such Amendment may be approved by the affirmative
vote of the holders of a majority of the outstanding voting stock, voting
together as a single class.

          TENTH:  The Corporation shall not be authorized to issue non-voting
capital stock to the extent prohibited by Section 1123(a)(6) of the title
eleventh of the United States Bankruptcy Code (the "Bankruptcy Code"); PROVIDED,
HOWEVER, that this Article TENTH will have no further force and effect beyond
that required by Section 1123 of the Bankruptcy Code.

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          I, THE UNDERSIGNED, being the Director 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 24th day
of September, 2001.


                                            /s/ Jeffry D. Bust
                                            -------------------
                                            Jeffry D. Bust
                                            Director

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