CERTIFICATE OF DESIGNATIONS,
                        POWERS, RIGHTS AND PREFERENCES
             OF SERIES J CONVERTIBLE PARTICIPATING PREFERRED STOCK
                                      OF
                          ENCORE COMPUTER CORPORATION

           ENCORE COMPUTER CORPORATION, a corporation organized and existing by
virtue  of  the  General  Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

           That,  pursuant  to  the  authority  conferred  upon  the  Board  of
Directors  of the corporation  by  the  certificate  of  incorporation  and  in
accordance with the provisions of Section 151 of the General Corporation Law of
the State of  Delaware, the Board of Directors of the corporation, at a meeting
held  on  February    ,   1997,  duly  adopted  a  resolution  designating  the
designations,  powers,  rights   and  preferences  relating  to  its  Series  J
Convertible Preferred Stock as follows:

               "RESOLVED, that the  Board  of Directors (the "Board") of Encore
Computer Corporation (the "Corporation") authorizes the issuance of a series of
preferred stock consisting of 246,154 shares  and  the  Board fixes the powers,
designations,  preferences  and  relative,  participating,  optional  or  other
rights,  and  the qualifications, limitations or restrictions thereof,  of  the
shares of that series as follows:

           1.   DESIGNATION  AND  AMOUNT.   The  designation  of  the series of
preferred stock authorized by this resolution will be the Series J  Convertible
Participating  Preferred  Stock (the "Series J Convertible Stock").  The  total
number of shares of Series  J  Convertible Stock will be 246,154 shares.  These
shares may be issued for any purpose determined by the Board of Directors.

           2.   DIVIDENDS AND DISTRIBUTIONS.

                The Board of Directors  may  not  at  any time declare, and the
Corporation may not at any time pay, a dividend or make  any  distribution with
regard  to  the  Common  Stock,  par  value  $.01 per share, of the Corporation
("Common Stock"), unless simultaneously with the payment of the dividend or the
making of the distribution with regard to the Common Stock the Corporation pays
a dividend with regard to each outstanding share  of Series J Convertible Stock
which is equal to 100 times the dividend paid or other distribution with regard
to a share of Common Stock.

           3.   RANKING.   The shares of Series J Convertible  Stock  (i)  rank
prior to the shares of Common Stock to the extent specifically provided in this
resolution, and in all other  respects, rank on a parity with the common stock,
(ii) are on a parity with the shares  of  Series  A  Convertible  Participating
Preferred Stock and (iii) are, and will be, junior to the shares of  all  other
series  of  preferred  stock,  other  than  series  which are designated in the
resolution or other documents creating them as ranking  on  a  parity  with, or
being junior to, the Series J Convertible Stock.

           4.   LIQUIDATION.   Upon the liquidation, dissolution or winding  up
of the Corporation, whether voluntary or involuntary, before any payment or
<PAGE>

distribution of  the  assets of the Corporation is made or set aside  for  the
holders of the Common Stock, the holders of the Series J Convertible stock will
be entitled to receive out  of  the  assets  of  the  Corporation available for
distribution to its stockholders an amount equal to $1 per share plus an amount
equal to any dividends required to have been paid with  regard  to the Series J
Convertible Stock which have not been paid.  After the holders of  the Series J
Convertible  Stock  have  received  $1  per  share plus an amount equal to  any
dividends required to have been paid with regard  to  the  Series J Convertible
Stock which have not been paid, the holders of the Series J  Convertible  Stock
will  not  be  entitled  to receive any further amount until the holders of the
Common Stock have received  $.01  per  share.   After the holders of the Common
Stock have received $.01 per share, the holders of  the  Series  J  Convertible
Stock  will  be  entitled  to  receive as to each share of Series J Convertible
Stock an amount equal to 100 times  the amount per share in excess of that $.01
received  by  the  holders of the Common  Stock.   For  the  purposes  of  this
Paragraph, neither a  consolidation  or  merger of the Corporation with or into
any  other corporation, nor a sale or transfer  of  all  or  any  part  of  the
Corporation's  assets for cash or securities, will be considered a liquidation,
dissolution or winding up of the Corporation.

           5.   OPTIONAL CONVERSION.

                (a)   Each  holder  of Series J Convertible Stock will have the
right at any time or from time to time,  at the holder's option, to convert all
or any of the holder's shares of Series J  Convertible  Stock  into  shares  of
Common Stock on the terms set forth in this Paragraph 5.

                (b)   Each  share  of Series J Convertible Stock will initially
be  convertible  into 100 shares of Common  Stock,  subject  to  adjustment  as
provided in subparagraphs  (d)  and  (e).  The number of shares of Common Stock
into which a share of Series J Convertible  Stock is convertible at any time is
called the "Conversion Rate."

                (c)    (i)  In order to exercise  the conversion privilege, the
holder  of  each  share  of Series J Convertible Stock  to  be  converted  will
surrender the certificate  representing  that share to the conversion agent for
the Series J Convertible Stock appointed by  the  Corporation (which may be the
Corporation itself), with the Notice of Election to Convert on the back of that
certificate  duly  completed  and  signed, together with  funds  equal  to  the
Dividend Amount, if any, required to  be  paid under subparagraph 5(c)(iii), at
the  principal  office of the conversion agent.   If  the  shares  issuable  on
conversion are to  be  issued in a name other than the name in which the shares
of Series J Convertible  Stock  are  registered,  each  share  surrendered  for
conversion must be accompanied by instruments of transfer, in form satisfactory
to the Corporation, duly executed by the holder or the holder's duly authorized
attorney  and  by  funds in an amount sufficient to pay any transfer or similar
tax.

                      (ii)  Each  conversion  will be at the Conversion Rate in
effect  at  the  close  of  business on the date when  all  the  conditions  in
subparagraph 5(c)(i) have been satisfied.

                     (iii)  The  holders  of  record  of  shares  of  Series  J
Convertible  Stock  at  the close of business on a dividend payment record date
will be entitled to receive  the  dividend  payable  on  those  shares  on  the
corresponding  dividend  payment  date  notwithstanding  the  conversion of the
shares after the dividend payment record date or the Corporation's  default  in
payment  of  the dividend due on the dividend payment date.  However, shares of
Series J Convertible Stock surrendered for conversion during the period between

<PAGE>
the close of business  on  any  dividend payment record date and the opening of
business on the corresponding dividend  payment  date  must  be  accompanied by
payment  of  an  amount  equal  to  the  dividend payable on the shares on  the
dividend payment date (the "Dividend Amount").  The holders of shares of Series
J  Convertible  Stock  on  a  dividend  payment   record  date  who  (or  whose
transferees) convert any of those shares on or after the corresponding dividend
payment  date  will receive the dividend payable by the  Corporation  on  those
shares of Series J Convertible Stock on the dividend payment date, and need not
include payment  of  the  Dividend  Amount  upon  surrender of those shares for
conversion.  Except as provided above, the Corporation  will make no payment or
adjustment for accrued and unpaid dividends on shares of  Series  J Convertible
Stock,  whether  or  not  in  arrears,  on  conversion of those shares, or  for
dividends on the shares of Common Stock issued upon the conversion.

                      (iv)  As promptly as practicable after the surrender by a
holder of certificates for shares of Series J  Convertible  Stock in accordance
with this subparagraph 5(c), the Corporation will issue and will deliver at the
office of the conversion agent to the holder, or on the holder's written order,
a  certificate  or certificates for the number of full shares of  Common  Stock
issuable upon the  conversion  of  the  shares of Series J Convertible Stock in
accordance with the provisions of this Paragraph  5. Any fractional interest in
respect of a share of Common Stock arising upon a conversion will be settled as
provided in subparagraph 5(c).

                       (v)  Each  conversion  will  be   deemed  to  have  been
effected immediately prior to the close of business on the  date  on  which all
the  conditions specified in subparagraph 5(c)(i) have been satisfied, and  the
person  in  whose  name  any  certificate  for  shares  of Common Stock will be
issuable upon a conversion will be deemed to have become  the  holder of record
of  the  shares of Common Stock represented by that certificate at  that  time,
unless the  stock transfer books of the Corporation are closed on that date, in
which event that  person  will be deemed to have become the holder of record at
the close of business on the  next  succeeding  day on which the stock transfer
books are open.  All shares of Common Stock delivered upon conversion of Series
J Convertible Stock will upon delivery be duly and  validly  issued  and  fully
paid  and  nonassessable,  free of all liens and charges and not subject to any
preemptive rights.  Upon the  surrender  of certificates representing shares of
Series J Convertible Stock to be converted  and  compliance  with all the other
requirements   of  subparagraph  5(c)(i),  the  shares  represented  by   those
certificates will  no  longer  be  deemed to be outstanding and all rights of a
holder with respect to those shares  will  immediately  terminate,  except  the
right  to receive the Common Stock or other securities, cash or other assets to
be issued or distributed as a result of the conversion.

                (d)   No   fractional   shares   or   securities   representing
fractional  shares of Common Stock will be issued upon conversion of  Series  J
Convertible Stock.   Any  fractional  interest  in  a  share  of  Common  Stock
resulting  from conversion of shares of Series J Convertible Stock will be paid
in cash (computed  to  the  nearest cent) based on the Current Market Price (as
defined in subparagraph 5(e)(v))  of  the  Common  Stock on the Trading Day (as
defined in subparagraph 5(e)(v)) next preceding the day of conversion.  If more
than one share of Series J Convertible Stock is surrendered  for  conversion at
one time by the same holder, the number of full shares of Common Stock issuable
upon the conversion will be computed on the basis of all the shares of Series J
Convertible Stock so surrendered.

                (e)   The "Conversion Rate" set forth in subparagraph 5(b) will
be adjusted from time to time as follows:
<PAGE>

                (i)  In  case  the  Corporation  (A) pays a dividend  or
makes  a distribution on its Common Stock in shares of its  Common  Stock,  (B)
subdivides its outstanding Common Stock into a greater number of shares, or (C)
combines  its  outstanding  Common  Stock  into a smaller number of shares, the
Conversion Rate in effect immediately prior  to  that event will be adjusted so
that  the  holder of any share of Series J Convertible  Stock  surrendered  for
conversion after that event will be entitled to receive the number of shares of
Common Stock  of  the  Corporation which the holder would have been entitled to
receive if the share had  been  converted immediately prior to the happening of
the event (or, if there is more than  one  such  event,  if  the share had been
converted  immediately  before  the  first of those events and the  holder  had
retained all the Common Stock or other  securities or assets received after the
conversion).  An adjustment made pursuant  to  this  subparagraph  5(e)(i) will
become effective immediately after the record date in the case of a dividend or
distribution  except  as  provided in subparagraph 5(e)(viii), and will  become
effective immediately after  the effective date in the case of a subdivision or
combination.   If any dividend  or  distribution  is  not  paid  or  made,  the
Conversion Rate then in effect will be appropriately readjusted.

                      (ii)  In  case  the Corporation issues rights or warrants
to all holders of its Common Stock entitling them (for a period expiring within
45  days after the record date for issuance  of  the  rights  or  warrants)  to
subscribe  for  or  purchase  Common  Stock  at a price per share less than the
Current Market Price (as defined in subparagraph  5(e)(v))  of the Common Stock
at  the record date for the determination of stockholders entitled  to  receive
the rights  or warrants, the Conversion Rate in effect immediately prior to the
issuance of the  rights  or warrants will be adjusted so that it will equal the
rate determined by multiplying  the Conversion Rate in effect immediately prior
to the date of issuance of the rights  or  warrants  by a fraction of which the
numerator will be the number of shares of Common Stock  outstanding on the date
of issuance of the rights or warrants plus the number of  additional  shares of
Common  Stock  issuable on exercise of all the rights or warrants and of  which
the denominator will be the number of shares of Common Stock outstanding on the
date of issuance  of the rights or warrants plus the number of shares of Common
Stock which the aggregate  exercise  price  of all the rights or warrants would
purchase  at  the Current Market Price at that  record  date.   The  adjustment
provided for in  this  subparagraph 5(e)(ii) will be made successively whenever
any rights or warrants are  issued,  and  will  become  effective  immediately,
except  as  provided  in  subparagraph 5(e)(viii), after each record date.   In
determining whether any rights  or  warrants  entitle the holders of the Common
Stock to subscribe for or purchase shares of Common  Stock  at  less  than  the
Current  Market  Price,  and in determining the aggregate offering price of the
shares of Common Stock issuable  on  the  exercise of rights or warrants, there
will be taken into account any consideration  received  by  the Corporation for
the  rights or warrants, with the value of that consideration,  if  other  than
cash,  to  be  determined  by  the  Board (whose determination, if made in good
faith,  will  be  conclusive).  If any rights  or  warrants  which  led  to  an
adjustment  of  the  Conversion   Rate  expire  without  being  exercised,  the
Conversion  Rate  in  effect  when  the  rights  or  warrants  expire  will  be
appropriately readjusted.

                     (iii)  In case the  Corporation distributes to all holders
of its Common Stock any shares of capital  stock of the Corporation (other than
Common Stock) or evidences of indebtedness or  assets (excluding cash dividends
or distributions paid from retained earnings of  the  Corporation) or rights or
warrants  to subscribe for or purchase any of its securities  (excluding  those
referred to  in  subparagraph 5(e)(ii)) then, in each such case, the Conversion
Rate will be adjusted  so that it will equal the rate determined by multiplying
the Conversion Rate in effect immediately prior to the date of the distribution
by a fraction of which the  numerator  will  be the Current Market Price of the
<PAGE>
Common Stock on the record date for the distribution  and  the denominator will
be  the  Current Market Price of the Common Stock on the record  date  for  the
distribution less the then fair market value (as determined by the Board, whose
determination, if made in good faith, shall be conclusive) of the capital stock
or assets  or  evidences  of  indebtedness  so distributed, or of the rights or
warrants  so distributed, with respect to one  share  of  Common  Stock.   Each
adjustment   will,  except  as  provided  in  subparagraph  5(e)(viii),  become
effective immediately  after  the  record  date  for  the  determination of the
stockholders entitled to receive the distribution.  If any such distribution is
not made or if any rights or warrants expire or terminate without  having  been
exercised, the Conversion Rate then in effect will be appropriately readjusted.

                      (iv)  In  case  of  any  reclassification  or  change  of
outstanding  shares  of Common Stock (other than a change in par value, or as a
result of a subdivision or combination), or in case of any consolidation of the
Corporation with, or merger  of  the Corporation with or into, any other entity
that  results  in  a  reclassification,   change,   conversion,   exchange   or
cancellation  of outstanding shares of Common Stock, or any sale or transfer of
all or substantially  all  of the assets of the Corporation, upon conversion of
Series J Convertible Stock,  the  holder of the Series J Convertible Stock will
be  entitled to receive the kind and  amount  of  securities,  cash  and  other
property  which  the holder would have received if the holder had converted the
shares of Series J  Convertible  Stock into Common Stock immediately before the
first such reclassification, change,  consolidation,  merger,  sale or transfer
and had retained all the securities, cash and other assets received as a result
of  all  the  reclassifications,  changes,  consolidations, mergers,  sales  or
transfers.

                       (v)  For   the   purpose  of   any   computation   under
subparagraphs 5(e)(ii) and 5(e)(iii) above,  the  "Current Market Price" of the
Common Stock at any date will be the average of the  last  reported sale prices
per  share  on each of the thirty consecutive Trading Days (as  defined  below)
preceding the  date  of  the computation.  The last reported sale price on each
day will be (A) the last reported  sale  price  of  the  Common  Stock  on  the
National  Market  of  the  National  Association  of  Securities  Dealers, Inc.
Automated  Quotation  System  (the  "NASDAQ  National  Market"), or any similar
system of automated dissemination of quotations of securities  prices  then  in
common  use, if so quoted, or (B) if not quoted as described in clause (A), the
mean between  the  high  bid  and  low asked quotations for the Common Stock as
reported by National Quotation Bureau  Incorporated  if at least two securities
dealers have inserted both bid and asked quotations for  the Common Stock on at
least  five of the ten preceding Trading Days, or (C) if the  Common  Stock  is
listed or  admitted for trading on any national securities exchange (whether or
not it is also  quoted  on the NASDAQ National Market), the last sale price, or
the closing bid price if no sale occurred, of the Common Stock on the principal
securities exchange on which  the  Common Stock is listed.  If the Common Stock
is quoted on a national securities or  central  market  system,  in  lieu  of a
market  or  quotation system described above, the last reported sale price will
be determined  in  the manner set forth in clause (B) of the preceding sentence
if bid and asked quotations  are  reported but actual transactions are not, and
in the manner set forth in clause (C)  of  the  preceding  sentence  if  actual
transactions  are  reported.   If  the  Common Stock is not quoted or traded as
described in any of clause (A), (B) or (C),  the  Current  Market  Price of the
Common Stock on a day will be the fair market value of the Common Stock on that
day  as  determined  by  a  member  firm  of  the New York Stock Exchange, Inc.
selected by the Corporation.  As used with regard  to  the Series J Convertible
Stock, the term "Trading Day" means (x) if the Common Stock  is  quoted  on the
NASDAQ  National  Market  or  any  similar system of automated dissemination of
quotations of securities prices, a day  on  which  trades  may  be made on such
system,  or  (y)  if  not  quoted  as  described in clause (x), a day on  which
quotations are reported by the National  Quotation  Bureau Incorporated, or (z)
<PAGE>
if  the  Common  Stock  is  listed  or  admitted for trading  on  any  national
securities exchange (whether or not it is  also  quoted  on the NASDAQ National
Market), a day on which that national securities exchange is open for business.

                      (vi)  No  adjustment  in  the  Conversion  Rate  will  be
required unless the adjustment would require a change  of  at  least  1% in the
Conversion  Rate;  PROVIDED,  HOWEVER, that any adjustments which by reason  of
this subparagraph 5(e)(vi) are  not required to be made will be carried forward
and taken into account in any subsequent  adjustment;  and  PROVIDED,  FURTHER,
that adjustment will be required and made in accordance with the provisions  of
this  Paragraph  5  (other than this subparagraph 5(e)(vi)) not later than such
time  as may be required  in  order  to  preserve  the  tax-free  nature  of  a
distribution  to the holders of shares of Common Stock.  All calculations under
this Paragraph  5  will  be  made  to  the  nearest  cent or to the nearest one
hundredth of a share, as the case may be.

                     (vii)  Whenever  the  Conversion  Rate  is  adjusted,  the
Corporation will promptly send each holder of record of  Series  J  Convertible
Stock  a  notice  of  the adjustment of the Conversion Price setting forth  the
adjusted Conversion Rate and the date on which the adjustment becomes effective
and containing a brief description of the events which caused the adjustment.

                    (viii)  In   any  case  in  which  this  subparagraph  5(e)
provides that an adjustment will become  effective  immediately  after a record
date for an event, the Corporation may defer until the occurrence  of the event
(i) issuing to the holder of any share of Series J Convertible Stock  converted
after  the  record  date  and before the occurrence of the event the additional
shares of Common Stock issuable upon the conversion by reason of the adjustment
required by the event over  and  above  the  Common  Stock  issuable  upon  the
conversion before giving effect to the adjustment and (ii) paying to the holder
any  amount  in  cash  in lieu of any fractional share pursuant to subparagraph
5(d) above.

                (f)    If:

                       (i)  the  Corporation  declares a dividend (or any other
distribution)  on  the  Common  Stock  (other  than in  cash  out  of  retained
earnings); or

                      (ii)  the  Corporation authorizes  the  granting  to  the
holders of the Common Stock of rights  or warrants to subscribe for or purchase
any shares of any class or any other rights or warrants; or

                     (iii)  there is any  reclassification  of the Common Stock
(other  than a subdivision or combination of the outstanding Common  Stock  and
other than  a  change  in  the par value, or from par value to no par value, or
from no par value to par value),  or  any  consolidation,  merger, or statutory
share  exchange to which the Corporation is a party and for which  approval  of
any stockholders of the Corporation is required, or any sale or transfer of all
or  substantially all the assets of the Corporation; or

                      (iv)  there is a voluntary or an involuntary dissolution,
liquidation or winding up of the Corporation;

then the Corporation will cause to be mailed to the holders of record of shares
of the Series  J  Convertible  Stock  at  their addresses as shown on the stock
<PAGE>
books  of  the  Corporation, at least 15 days  prior  to  the  applicable  date
specified below, a notice stating (A) the date on which a record is to be taken
for the purpose of  the  dividend, distribution or grant of rights or warrants,
or, if a record is not to  be taken, the date as of which the holders of Common
Stock of record who will be entitled to the dividend, distribution or rights or
warrants are to be determined  or  (B)  the date on which the reclassification,
consolidation, merger, statutory share exchange,  sale,  transfer, dissolution,
liquidation or winding up is expected to become effective,  and  the date as of
which it is expected that holders of Common Stock of record will be entitled to
exchange  their  shares  of  Common  Stock  for  securities  or  other property
deliverable  upon the reclassification, consolidation, merger, statutory  share
exchange, sale,  transfer,  dissolution, liquidation or winding up.  Failure to
give any such notice or any defect  in  the notice will not affect the legality
or validity of the proceedings described in this subparagraph 5(f).

                (g)

                       (i)  The Corporation  will at all times reserve and keep
available,  free from preemptive rights, out of  its  authorized  but  unissued
shares of Common  Stock  or  its  issued  shares  of  Common  Stock held in its
treasury,  or both, for the purpose of effecting conversions of  the  Series  J
Convertible  Stock,  the  maximum  number  of  shares of Common Stock which the
Corporation  would  be  required  to deliver upon the  conversion  of  all  the
outstanding shares of Series J Convertible  Stock  (or  such  lesser  number of
shares  as,  taken together with the shares which are actually outstanding  and
the maximum number  of  shares  of  Common Stock which the Corporation would be
required to issue on conversion of all  the  outstanding  shares  of  Series A,
Series  B,  Series  D,  Series  E,  Series  F,  Series G, Series H and Series I
Convertible Preferred Stock, equals the total number  of shares of Common Stock
which  the  Corporation  is  authorized to issue).  For the  purposes  of  this
subparagraph 5(g), the maximum  number  of  shares  of  Common  Stock which the
Corporation  would  be  required  to  deliver  upon  the conversion of all  the
outstanding  shares  of  Series  J Convertible Stock (or any  other  Series  of
Preferred Stock) will be computed  as if at the time of the computation all the
outstanding shares were held by a single holder.

                      (ii)  Before taking  any  action  which  would  cause  an
adjustment increasing the Conversion Rate above the amount such that the shares
of  Common  Stock issuable on conversion of the Series J Convertible Stock will
be legally issued, fully paid and non-assessable, the Corporation will take any
corporate action  which  may,  in  the  opinion of its counsel, be necessary in
order that the Corporation may validly and  legally  issue  fully paid and non-
assessable shares of Common Stock at the adjusted Conversion Rate.

                     (iii)  The Corporation will endeavor to list the shares of
Common  Stock  required  to  be  delivered  upon  conversion  of the  Series  J
Convertible  Stock,  prior  to  the  delivery,  upon  each  national securities
exchange, if any, upon which the outstanding Common Stock is listed at the time
of delivery.

                      (iv)  Prior to the delivery of any securities  which  the
Corporation  will  be  obligated  to  deliver  upon  conversion of the Series J
Convertible  Stock,  the  Corporation  will  endeavor,  in good  faith  and  as
expeditiously  as  possible,  to  comply with all federal and  state  laws  and
regulations  requiring  the registration  of  those  securities  with,  or  any
approval of or consent to the delivery of those securities by, any governmental
authority.

                (h)   The Corporation will pay any documentary stamp or similar
issue or transfer taxes payable  in  respect of the issue or delivery of shares
<PAGE>
of  Common Stock on conversion of the Series  J  Convertible  Stock;  PROVIDED,
HOWEVER,  that the Corporation will not be required to pay any tax which may be
payable in  respect of any transfer involved in the issue or delivery of shares
of Common Stock  in  a  name  other  than  that  of  the holder of the Series J
Convertible Stock to be converted and no such issue or  delivery  will  be made
unless  and  until the person requesting the issue or delivery has paid to  the
Corporation the  amount of any such tax or has established, to the satisfaction
of the Corporation, that the tax has been paid.

                (i)   If at any time the issuance of Common Stock on conversion
of the Series J Convertible  Stock  would, in the written opinion of counsel to
the  Corporation,  create  a  likelihood   that   the   United  States  Defense
Investigative Service would withdraw a facility security  clearance held by the
Corporation or a subsidiary, the stock to be issued upon a  conversion  at that
time will be a number of shares of Series A Convertible Participating Preferred
Stock  which  is  convertible  into  the number of shares of Common Stock which
otherwise would be issued on the conversion.

           6.   STATUS.  Upon any conversion,  exchange or redemption of shares
of  Series J Convertible Stock, the shares of Series  J  Convertible  Stock  so
converted,  exchanged or redeemed shall not be reissued thereafter as shares of
such series,  but  will  have  the  status of authorized and unissued shares of
preferred  stock,  and  the  number of shares  of  preferred  stock  which  the
Corporation  will  have authority  to  issue  will  not  be  decreased  by  the
conversion, exchange or redemption of shares of Series J Convertible Stock.

           7.   VOTING RIGHTS.

                (a)   The  holders  of  the  Series J Convertible Stock will be
entitled to vote together with the holders of  the  Common  Stock,  voting as a
single class, on all matters presented for a vote of the holders of the  Common
Stock  (including,  but  not  limited  to, the election of directors), with the
holder of each share of Series J Convertible  Stock being entitled to 100 times
the number of votes to which the holder of a share of Common Stock is entitled.

                (b)   In  addition to having the  voting  rights  described  in
subparagraph (a), the holders  of  the  Series J Convertible Stock, voting as a
separate series, will have all the voting  rights to which they may be entitled
under the laws of the State of Delaware.

           8.   MISCELLANEOUS

                (a)   Except as otherwise expressly  provided, whenever in this
resolution a notice or other communication is required or permitted to be given
to  holders  of  shares  of  Series J Convertible Stock, the  notice  or  other
communication will be deemed properly  given  if deposited in the United States
mail, postage prepaid, addressed to the persons  shown  on  the  books  of  the
Corporation as the holders of the shares at the addresses as they appear in the
books of the Corporation, as of a record date or dates determined in accordance
with  the Corporation's Certificate of Incorporation and By-laws and applicable
law, as in effect from time to time.

                (b)   The  holders  of  the Series J Convertible Stock will not
have any preemptive right to subscribe for  or purchase any shares or any other
securities which may be issued by the Corporation.
<PAGE>
                (c)   The   voting   powers,  designations,   preferences   and
relative, participating, optional or other  special rights, and qualifications,
limitations  or  restrictions of those powers,  designations,  preferences  and
rights, of the Series J Convertible Stock may be amended by (i) the affirmative
vote of the Board  of  Directors,  together with (ii) the affirmative vote at a
meeting or the written consent with  or  without a meeting of the holders of at
least 66-2/3% of the outstanding shares of Series J Convertible Stock.

                (d)   Except as may otherwise be required by law, the shares of
Series  J  Convertible  Stock  will  not  have any  designations,  preferences,
limitations or relative rights, other than those specifically set forth in this
resolution and in the Certificate of Incorporation.

                (e)   The  headings  of  the  various   subdivisions   of  this
resolution  are  for  convenience  of  reference  only  and will not affect the
meaning or interpretation of any of the provisions of this resolution.

                (f)   The preferences, special rights or powers of the Series J
Convertible Stock may be waived upon the affirmative vote  at  a meeting or the
written  consent  with  or  without  a meeting of the holders of (i)  at  least
66-2/3% of the outstanding shares of Series  J  Convertible Stock and (ii) 100%
of the shares of Series J Convertible Stock held by or for the benefit of Gould
Electronics Inc. and any permitted assignee of Gould Electronics Inc."

           IN  WITNESS  WHEREOF, Encore Computer Corporation  has  caused  this
certificate to be made under  the seal of the Corporation and signed by Kenneth
G. Fisher, its Chief Executive  Officer,  and attested by Mary F. Macomber, its
Assistant Secretary, this 14th day of March, 1997.

                                 ENCORE COMPUTER CORPORATION


                                 By:_______________________________

                                    Kenneth G. Fisher
                                    Chief Executive Officer


Attest:


___________________________
Assistant Secretary