Attached files

                                                                    EXHIBIT 3.09

    STATE OF DELAWARE
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:30 AM 02/27/2003
  030128713 - 2448446

                            CERTIFICATE OF AMENDMENT

                                       OF

                         CERTIFICATE OF INCORPORATION

                                       OF

                           BROOKS-PRI AUTOMATION, INC.
                                      *****

         Brooks-PRI Automation, Inc., a corporation organized and existing under
the laws of the State of Delaware (the "Corporation"), pursuant to Section 242
of the provisions of the General Corporation Law of the State of Delaware,
hereby certifies as follows:

         FIRST: That at a meeting of the Board of Directors of the Corporation
resolutions were duly adopted setting forth a proposed amendment to die
Certificate of Incorporation of the Corporation, declaring said amendment to be
advisable and calling a meeting of the Stockholders of the Corporation for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:

        "FURTHER
         VOTED:   That it is in the best interests of the Company that its name
                  be changed back to Brooks Automation, Inc., and that in order
                  to accomplish that objective, the Board of Directors recommend
                  to stockholders an amendment to the certificate of
                  incorporation whereby Article First be deleted in its entirety
                  and replaced by a new Article FIRST to read as follows:
                  'FIRST: The name of the corporation (hereinafter called the
                  "Corporation") is Brooks Automation, Inc.'"

         SECOND: That thereafter, pursuant to a resolution of the Corporation's
Board of Directors, an annual meeting of the Stockholders of the Corporation was
duly called and held upon notice duly provided in accordance with Section 222 of
the General Corporation Law of the State of Delaware, at which meeting the
necessary number of shares as required by statute was voted in favor of the
amendment.

         THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.



         IN WITNESS WHEREOF, said Brooks-PRI Automation, Inc. has caused this
certificate to be signed by David H. Murphree, an Assistant Secretary, this 26th
day of February, 2003.

                                              BROOKS-PRI AUTOMATION, INC.

                                              By: /s/ David H. Murphree
                                                  ------------------------------
                                                  David H. Murphree
                                                  Assistant Secretar