Exhibit 3.1

       Amendment No. 2 to Actuant Corporation Amended and Restated Bylaws

The following amendments to the Actuant Corporation Amended and Restated Bylaws
have been approved by the Board of Directors and are effective as of October 27,
2004:

1) The second sentence of Section 3.01 is hereby deleted in its entirety and
replaced by the following: "The number of directors of the corporation shall be
ten (10)."

2) The first sentence of Section 3.04 is hereby deleted in its entirety and
replaced by the following: "Special meetings of the Board of Directors may be
called by the Secretary of the corporation at the request of any member of the
Board of Directors or by the Chairman or the President of the corporation."