EXHIBIT 3.1

RESTATED CERTIFICATE OF INCORPORATION

OF

THE EASTERN COMPANY

AUGUST 14, 1991

To manufacture, cast, alter, mold, or otherwise employ malleable or other iron, steel, manganese, nickel, copper, brass, or other composition metal, coke, and all or any articles consisting or partly consisting, of malleable or other iron, steel, manganese, nickel, copper, brass or other composition metal, wood, and all or any products thereof, either in this state or in any other state, territory or country; to buy, sell, manufacture, and deal in minerals, plant, machinery, implements, and things capable of being used in connection with metallurgical operations, or required by workmen and others employed by the company in such operations, either in this state or in any other state, territory or country; to own, acquire, construct, enlarge, improve, operate and carry on works for smelting, parting, refining, or working any such metals, or the products thereof, either in this state or in any other state, territory or country; to acquire by contracts, purchase, subscription, or otherwise, and to sell or hold as an investment any bonds or other securities or evidence of indebtedness of any other corporation or corporations1 association, or associations, either of this state or of any other state, territory or country; and in furtherance of such business and purposes it shall have the power to do all and everything necessary, suitable, convenient or proper for the accomplishment of any of the purposes, or the attainment of one or more of the objects herein enumerated, or incidental to the powers herein named, or which shall at any time appear conducive or expedient for the protection or benefit of the corporation.

(a)

Subject to the rights of the preferred stock, dividends may be paid upon the common stock as and when declared by the Board of Directors out of funds legally available for payment of dividends. In the event of any liquidation, dissolution or winding-up of the corporation, whether voluntary or involuntary, subject to the rights of the preferred stock, the remainder of the assets of the corporation shall be distributed pro rata to the holders of the common stock. Each outstanding share of common stock shall be entitled to one vote on each matter submitted to a vote at all meetings of shareholders.

(b)

Shares of the class of voting preferred stock may be divided into and issued in series. Shares of the class of voting preferred stock, or any series thereof, may be convertible into the same or a different number of authorized shares of common stock or of non-voting preferred stock or any combination thereof. The Board of Directors is authorized to fix and determine the terms, limitations and relative rights and preferences, including conversion rights, if any, or the class of voting preferred stock and to establish series within such class and to fix and determine the variations as among series.Each outstanding share of voting preferred stock shall be entitled to one vote on each matter submitted to a vote at all meetings of shareholders.

(c)

Shares of the class of non-voting preferred stock may be divided into and issued in series. Shares of the class of non-voting preferred stock, or any series thereof, may be convertible into the same or a different number of authorized shares of common stock or of voting preferred stock or any combination thereof. The Board of Directors is authorized to fix and determine the terms, limitations and relative rights and preferences, including conversion rights, if any, of the class of non-voting preferred stock and to establish series within such class and to fix and determine the variations as among series. The shares of said class of non-voting preferred stock shall not be entitled to vote except when required under the General Statutes of the State of Connecticut.

SEVENTH:

That the duration of said corporation is unlimited

(a)

At the annual meeting of stockholders in 1975, three (3) directors of the first class shall be elected to hold office for  a term expiring  at the next succeeding annual meeting; three (3) directors of the second class shall be elected to hold office for  a term expiring at the second  succeeding annual meeting; and four (4) directors of the third class shall be elected  to hold office for a term expiring  at the third succeeding annual meeting.

(b)	At each annual meeting held after 1975, directors shall be elected for a three-year term to succeed those whose terms expire at that meeting.

(c)	When the number of  directors is changed as provided  in the by-laws, any newly created  directorships  or any decrease in directorships shall be so apportioned among the classes as to make all classes as nearly equal in number as possible.

(d)	Any director elected to fill a vacancy shall hold office for the unexpired portion of the term of the director whose place he has been elected to fill, even though that term may extend beyond the next annual meeting of stockholders.