EXHIBIT T3A-18


                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                        PIONEER WATER TECHNOLOGIES, INC.


            Pioneer Water Technologies, Inc., a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), hereby
certifies as follows:

            A. The name of the Corporation is Pioneer Water Technologies, Inc.

            B. The Certificate of Incorporation was filed in the office of the
Secretary of State of the State of Delaware on the 30th day of January, 1996.

            C. This Amended and Restated Certificate of Incorporation has been
duly adopted in accordance with Section 303 of the Delaware General Corporation
Law (the "DGCL").

            D. The text of the Certificate of Incorporation is hereby amended
and restated to read in full as follows:

            FIRST: The name of the Corporation is Pioneer Water Technologies,
Inc.

            SECOND: The address of its registered office in the State of
Delaware is 1209 Orange Street, 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 nature of the business or purposes to be conducted or
promoted by the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the DGCL.

            FOURTH: The total number of shares of stock which the Corporation
shall have authority to issue is One Thousand (1,000) shares of common stock,
par value Ten Cents ($0.10) per share.

            FIFTH: Notwithstanding any other provision contained herein to the
contrary, the Corporation shall not issue non-voting equity securities.

            SIXTH: The Board of Directors is authorized to adopt, amend or
repeal the bylaws of the Corporation. Election of directors need not be by
written ballot.

            SEVENTH: The number of directors of the Corporation shall be as
provided in the bylaws of the Corporation, as the same may be amended from time
to time.






            EIGHTH: 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 DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit. If the
DGCL is amended to authorize corporation 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 DGCL, as so amended. Any repeal or modification of this paragraph by the
stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
Corporation existing at the time of such repeal or modification.

            NINTH: The Corporation shall, to the fullest extent permitted by the
DGCL (including, without limitation, Section 145 thereof), as amended from time
to time, indemnify any officer or director whom it shall have power to indemnify
from and against any and all of the expenses, liabilities or other losses of any
nature. The indemnification provided in this Article NINTH shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity, while holding such office, and shall continue as to a person
who has ceased to be a officer or director and shall inure to the benefit of the
heirs, executors and administrators of such a person.


            IN WITNESS WHEREOF, the Corporation has caused this certificate to
be signed by ______________, its Chairman of the Board, and ________________,
its Assistant Secretary, this _______ day of __________, 2001.


                                        BY:
                                           -------------------------------------

                                           -------------------------------------
                                           Chairman of the Board

ATTEST:
        -----------------------------

        -----------------------------
        Assistant Secretary


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