Exhibit 3.9



                            CERTIFICATE OF AMENDMENT
                                     TO THE
                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                             DRS TECHNOLOGIES, INC.


                    -----------------------------------------
                     Pursuant to Section 242 of the General
                    Corporation Law of the State of Delaware
                    -----------------------------------------

                    DRS Technologies,  Inc., a Delaware corporation (hereinafter
               called the "Corporation"), does hereby certify as follows:

                    FIRST:  Article  FOURTH  of the  Corporation's  Amended  and
               Restated  Certificate of  Incorporation is hereby amended to read
               in its entirety as set forth below:

                    (a) The  aggregate  number of shares of capital  stock which
                    the   corporation  is  authorized  to  issue  is  32,000,000
                    consisting of 30,000,000  shares of Common Stock each having
                    a par  value of $0.01  per  share  and  2,000,000  shares of
                    Preferred Stock each having a par value of $10.00 per share.

                    (b) No holder of shares of stock of the  corporation  of any
                    class now or  hereafter  authorized  shall be entitled as of
                    right to purchase or subscribe  for any part of any unissued
                    shares  of  stock of the  corporation  of any  class  now or
                    hereafter authorized or any additional shares of stock to be
                    issued by reason of any increase of the  authorized  capital
                    stock  of the  corporation  of  any  class,  or  any  bonds,
                    certificates of indebtedness, debentures or other securities
                    convertible  into stock of the  corporation of any class now
                    or hereafter authorized, but any such unissued stock or such
                    additional authorized issue of new stock, or such securities
                    convertible into stock, may be


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                    issued and disposed of, pursuant to resolutions of the Board
                    of  Directors,  to  such  persons,  firms,  corporations  or
                    associations,   and  upon  such  terms,  as  may  be  deemed
                    advisable  by the Board of  Directors in the exercise of its
                    discretion.

                    (c) The  Board  of  Directors  hereby  is  vested  with  the
                    authority  to  provide  for the  issuance  of the  Preferred
                    Stock,  at any time and  from  time to time,  in one or more
                    series,   each  of  such   series  to  have   such   powers,
                    designations,  preferences  and relative,  participating  or
                    optional or other  special  rights and such  qualifications,
                    limitations or restrictions thereon as expressly provided in
                    the resolution or  resolutions  duly adopted by the Board of
                    Directors  providing  for the  issuance  of  shares  of such
                    series. The authority which hereby is vested in the Board of
                    Directors  shall  include,   but  not  be  limited  to,  the
                    authority to provide for the following  matters  relating to
                    each series of the Preferred Stock:

                         (1) the number of shares to constitute  such series and
                         the designations thereof;

                         (2) the voting  power,  if any, of holders of shares of
                         such  series  and,  if  voting  power is  limited,  the
                         circumstances  under which such holders may be entitled
                         to vote; provided, however, that the Board of Directors
                         shall not  create any  series of  Preferred  Stock with
                         more than one vote per share;

                         (3) the rate of  dividends,  if any,  and the extent of
                         further  participation  in dividend  distributions,  if
                         any,  and  whether  dividends  shall be  cumulative  or
                         non-cumulative;

                         (4)  whether or not such  series  shall

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<PAGE>

                         be  redeemable,  and,  if so, the terms and  conditions
                         upon which shares of such series shall be redeemable;

                         (5) the extent, if any, to which such series shall have
                         the  benefit  of any  sinking  fund  provision  for the
                         redemption or purchase of shares;

                         (6) the rights, if any, of such series, in the event of
                         the  dissolution  of  the  corporation,   or  upon  any
                         distribution of the assets of the corporation; and

                         (7) whether or not the shares of such  series  shall be
                         convertible,  and, if so, the terms and conditions upon
                         which shares of such series shall be convertible.


                         SECOND:  The  foregoing  amendment  was duly adopted in
                    accordance  with Section 242 of the General  Corporation Law
                    of the State of Delaware.

                         IN WITNESS WHEREOF,  DRS Technologies,  Inc. has caused
                    this  Certificate  to be duly executed in its corporate name
                    this 8th day of August, 2001.


                                        DRS Technologies, Inc.


                                        By: /s/ Nina L. Dunn
                                            -------------------------------
                                             Nina Laserson Dunn
                                             Executive Vice President,
                                             General Counsel and Secretary


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