EXHIBIT 3.1


                            CERTIFICATE OF AMENDMENT

                                     TO THE

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                              ALTRA HOLDINGS, INC.

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

         1. The name of the Corporation is Altra Holdings, Inc. The Corporation
was originally formed as CPT Acquisition Corp. on October 20, 2004 and changed
its name to Altra Holdings, Inc. pursuant to amendments to its certificate of
incorporation filed on November 16, 2004 and November 19, 2004.

         2. The Corporation filed an amended and restated certificate of
incorporation with the Secretary of State of the State of Delaware on November
30, 2004 (the "Certificate of Incorporation").

         3. The following amendment to the Certificate of Incorporation of the
Corporation has been duly adopted in accordance with the provisions of Section
242 of the General Corporation Law of the State of Delaware.

         4. Paragraph A of Article IV of the Certificate of Incorporation of the
Corporation is hereby amended to add the following paragraph immediately after
the second paragraph of Article IV:

        "Upon the filing of this Certificate of Amendment to the Certificate of
Incorporation with the Delaware Secretary of State (the "EFFECTIVE DATE"), each
two shares of the Common Stock of the Corporation issued and outstanding shall
be reclassified and combined into one (1) share of Common Stock of the
Corporation. Stockholders who otherwise would be entitled to receive a
fractional share shall have such fractional share rounded up and will be
entitled to receive one (1) additional share in lieu of such fractional share."



         5. Paragraph B(4)(b) of Article IV of the Certificate of Incorporation
of the Corporation is hereby amended and restated in its entirety as set forth
below:

         "AUTOMATIC CONVERSION. Each share of Series A Preferred Stock shall
automatically be converted into shares of Common Stock at the Conversion Price
at the time in effect for such share immediately upon the earlier of (i) except
as provided below in Section 4(c), this corporation's sale of its Common Stock
in a firm commitment underwritten public offering pursuant to a registration
statement under the Securities Act of 1933, as amended, or (ii) the date
specified by written consent or affirmative vote of the holders of an aggregate
of more than 50% of the then outstanding shares of the Series A Preferred
Stock."


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         THIS AMENDMENT TO THE CERTIFICATE OF INCORPORATION is executed as of
this 11th day of December, 2006.


                                        ALTRA HOLDINGS, INC.



                                        By:  /s/ Michael L. Hurt
                                             -----------------------------
                                             Michael L. Hurt
                                             Chief Executive Officer


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