EXHIBIT 3.41

                                                             STATE OF DELAWARE
                                                             SECRETARY OF STATE
                                                             991277223 - 3059230

                          CERTIFICATE OF INCORPORATION
                                       OF
                        CIMCOOL INDUSTRIAL PRODUCTS INC.

      I, the undersigned, for the purposes of incorporating and organizing a
corporation under the General Corporation Law of the State of Delaware, do
execute this Certificate of Incorporation and do hereby certify as follows:

      FIRST. The name of the corporation is Cimcool Industrial Products Inc.

      SECOND. The address of the corporation's registered office in the State of
Delaware is 1209 Orange Sheet, in the City of Wilmington, County of New Castle,
19801. The name of its 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 stock which the corporation shall
have authority to issue is 1,000. All such shares are to be Common Stock, par
value of $1.00 per share, and are to be of one class.

      FIFTH. The incorporator of the corporation is RL&F Service Corp., whose
mailing address is One Rodney Square, 10th Floor, Tenth and King Streets,
Wilmington DE 19801.

      SIXTH. Unless and except to the extent that the by-laws of the corporation
shall so require, the election of directors of the corporation need not be by
written ballot.

      SEVENTH. In furtherance and not to limitation of the powers conferred by
the laws of the State of Delaware, the Board of Directors of the corporation is
expressly authorized to make, alter and repeal the by-laws of the corporation,
subject to the power of the stockholders of the corporation to alter or repeal
any by-law whether adopted by them or otherwise.

      EIGHTH. A director of the corporation shall not be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such exemption from liability or
limitation thereof is not permitted under the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended. Any amendment,
modification or repeal of the foregoing sentence shall not adversely affect any
right or protection of a director of the corporation hereunder in respect

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of any act or omission occurring prior to the time of such amendment,
modification or repeal.

      NINTH. 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 pursuant to this Certificate of Incorporation in its present
form or as hereafter amended are granted subject to the rights reserved in this
article.

      TENTH. The powers of the incorporator are to terminate upon the filing of
this Certificate of Incorporation with the Secretary of State of the State of
Delaware. The names and mailing addresses of the persons who are to serve as the
initial directors of the corporation until the first annual meeting of
stockholders of the corporation, or until their successors are duly elected and
qualified, are:

      Daniel. Meyer
      2090 Florence Avenue
      Cincinnati, OH 45206

      Alan L. Shaffer
      2090 Florence Avenue
      Cincinnati, OH 45206

      Ronald D. Brown
      2090 Florence Avenue
      Cincinnati, OH 45206

      The undersigned incorporator hereby acknowledges that the foregoing
certificate of incorporation is his act and deed on this the 7th day of
July 1999.

                                            RL&F SERVICE CORP.

                                            By: /s/ C. Stephen Bigler
                                               ---------------------------------
                                            C. Stephen Bigler
                                            President

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