CERTIFICATE OF DESIGNATIONS,
                        POWERS, RIGHTS AND PREFERENCES
                    OF SERIES I CONVERTIBLE 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  I
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  800,000 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 I  Convertible
Preferred Stock (the "Series I Convertible Stock").  The total number of shares
of  Series  I  Convertible  Stock will be 800,000 shares.  These shares may  be
issued for any purpose determined by the Board of Directors.

           2.   DIVIDENDS AND DISTRIBUTIONS.

                (a)   Holders  of  shares of Series I Convertible Stock will be
entitled to receive, when, as and if  declared by the Board out of funds of the
Corporation legally available for the payment  of  dividends,  an  annual  cash
dividend  per  share equal to $6.00, payable in equal quarterly installments of
$1.50 per share  each  on  January 15, April 15, July 15 and October 15 of each
year, commencing April 15, 1997  (each  a "Dividend Payment Date"), except that
(i) the annual cash dividend payable in 1997  will  be  $3.75 per share and the
quarterly installment payable on April 15, 1997 will be $.75 per share and (ii)
unless by July 15, 1997, the number of shares of common stock  the  Corporation
is  authorized to issue is increased to at least 300,000,000 shares, from  July
15, 1997  until  the  number  of  shares  of  common  stock  the Corporation is
authorized  to  issue  is  increased to at least 300,000,000 shares,  the  cash
dividend will be at the rate  of  $10.00  per  share per year, payable in equal
quarterly  installments  of  $2.50  per share each on  the  quarterly  Dividend
Payment Dates, commencing October 15, 1997.  If after July 15, 1997, the number
of shares of common stock the corporation  is  authorized to issue is increased
to at least 300,000,000 shares, the quarterly dividend  payable on the Dividend
Payment Date following the day on which the number of shares  of  common  stock
the corporation is authorized to issue is increased will be $2.50 per share and
all subsequent dividends will be at the annual rate of $6.00 per share, payable
in  quarterly installments of $1.50 per share each.  Dividends on the Series  I
Convertible  Stock  will  be  cumulative  from  the date of initial issuance of
shares of Series I Convertible Stock.  The Corporation  will  not,  however, be
<PAGE>
required  to pay a cash dividend unless that cash dividend can be paid  out  of
Stockholders  Equity  in  excess of $50,000,000.  To the extent the Corporation
does not have sufficient Stockholders  Equity  to  be able to pay a dividend on
the  Series  I  Convertible  Stock  out  of Stockholders Equity  in  excess  of
$50,000,000, the Corporation will have the option to (i) pay the portion of the
dividend  which  cannot  be  paid  out  of Stockholders  Equity  in  excess  of
$50,000,000 by distributing on the applicable  Dividend  Payment  Date  to each
holder  of record on the applicable Record Date, shares of Series I Convertible
Stock with  a  Liquidation  Preference equal to the amount of the cash dividend
which cannot be paid out of Stockholders  Equity  in  excess of $50,000,000, or
(ii) accumulate that portion of the dividend on the Series  I Convertible Stock
and  pay  it  in cash when, and to the extent, it can be paid in  cash  out  of
Stockholders Equity in excess of $50,000,000.  For the purposes of the Series I
Convertible  Stock,   the   term   "Stockholders  Equity"  will  mean  (i)  the
stockholders equity of the Corporation  computed  in  accordance with generally
accepted accounting principles applied in the same manner  they  are applied in
preparing reports filed with the Securities and Exchange Commission  (or, if no
reports are filed with the Securities and Exchange Commission, applied  as they
are applied in preparing the Corporation's annual report to stockholders)  plus
(ii)  the  aggregate  liquidation  preference  of all outstanding shares of the
Corporation's preferred stock which is not included  in the stockholders equity
of  the  Corporation  calculated in accordance with the preceding  clause  (i).
Each dividend will be payable  to holders of record of the Series I Convertible
Stock on a date fixed by the Board  (a "Record Date") which is not more than 60
days nor less than 10 days before the  Dividend  Payment  Date.  No Record Date
will precede the date when the resolution fixing the Record Date is adopted.

                (b)   Unless and until all accumulated dividends  on the Series
I  Convertible  Stock  have  been  paid in cash or, to the extent permitted  by
subparagraph 2(a), in shares of Series I Convertible Stock, the Corporation may
not  (i) declare or pay any dividend,  make  any  distribution  (other  than  a
distribution  solely  of  Common Stock), or set aside any funds or other assets
for payment or distribution,  with  regard  to  any Junior Shares or, except as
provided in the last sentence of this subparagraph  2(b) or the second sentence
of  Paragraph  4, any Parity Shares or (ii) redeem or repurchase  (directly  or
through subsidiaries),  or  set  aside  any  funds  or  other  assets  for  the
redemption  or  repurchase  of, any Junior Shares or any Parity Shares.  In any
event,  the  Corporation  may  not  declare  or  pay  any  dividend,  make  any
distribution (other than a distribution  solely  of Common Stock), or set aside
any  funds  or other assets for payment or distribution,  with  regard  to  any
Junior Shares  or  Parity  Shares, or redeem or repurchase (directly or through
subsidiaries), or set aside  any  funds  or  other assets for the redemption or
repurchase of, any Junior Shares or Parity Shares,  to the extent the dividend,
distribution, redemption, repurchase or setting aside  of funds or assets would
reduce  Stockholders  Equity  below $50,000,000.  As used with  regard  to  the
Series I Convertible Stock, the  term "Junior Shares" means all shares of every
class or series of stock of the Corporation  to  which  the  shares of Series I
Convertible Stock rank prior.  If the Series I Convertible Stock ranks prior to
another class or series of preferred stock as to some matters,  but  not  as to
other  matters,  shares  of  the other class or series are "Junior Shares" with
regard to the matters as to which the Series I Convertible Stock ranks prior to
the other class or series but  not as to other matters.  As used with regard to
the Series I Convertible Stock,  the  term  "Parity  Shares" means any class or
series of preferred stock which ranks on a parity with  the  shares of Series I
Convertible Stock.  If the Series I Convertible Stock ranks on  a  parity  with
another  class  or  series of preferred stock as to some matters, but not as to
other matters, shares of the class or series are "Parity Shares" with regard to
the matters as to which  the  Series  I Convertible Stock ranks on a parity but
not as to other matters.  At any time when  there  are accumulated dividends on
the Series I Convertible Stock and on any Parity Shares  which  have  not  been
<PAGE>
paid  in full, no dividends will be paid or set aside with regard to the Parity
Shares  unless  at the same time dividends are paid or set aside with regard to
the Series I Convertible Stock constituting at least the same percentage of the
accumulated dividends  on  the  Series I Convertible Stock that the dividend on
the Parity Stock is of the accumulated dividends on the Parity Stock.

           3.   RANKING.  The shares  of  Series I Convertible Stock rank prior
to all shares of all classes and series of  Common Stock of the Corporation and
all  shares of all classes and series of preferred  stock  of  the  Corporation
other than any class or series of preferred stock which is designated, with the
approval  of the holders of 66-2/3% of the shares of Series I Convertible Stock
which are outstanding  at  the  time  the  designation is made (or such greater
percentage  of  the outstanding shares of Series  I  Convertible  Stock  as  is
required by law),  as  ranking  prior  to,  or  on a parity with, the shares of
Series I Convertible Stock with regard to the right  to  receive dividends, the
right to receive distributions on the liquidation, dissolution or winding up of
the Corporation, or with regard to any other matters.  The  shares  of Series I
Convertible  Stock  rank  prior to the shares of Series B Convertible Preferred
Stock, Series D Convertible  Preferred  Stock,  Series  E Convertible Preferred
Stock,  Series  F  Convertible Preferred Stock, Series G Convertible  Preferred
Stock,  Series  H  Convertible   Preferred   Stock  and  Series  J  Convertible
Participating Preferred Stock in all respects.

           4.   LIQUIDATION.  Upon the liquidation,  dissolution  or winding up
of the Corporation, whether voluntary or involuntary, the holders of the Series
I  Convertible  Stock  will  be  entitled  to receive out of the assets of  the
Corporation  available  for  distribution  to its  stockholders,  whether  from
capital, surplus or earnings, before any distribution is made to holders of any
Junior Shares, an amount equal to $100 per share (the "Liquidation Preference")
plus  an amount equal to all dividends (whether  or  not  earned  or  declared)
accumulated  and unpaid on the shares of Series I Convertible Stock to the date
of final distribution.   If, upon any liquidation, dissolution or winding up of
the Corporation, the assets  of  the  Corporation, or proceeds of those assets,
available for distribution to the holders  of  shares  of  Series I Convertible
Stock  and any Parity Shares are insufficient to pay in full  the  preferential
amount payable to the holders of shares of Series I Convertible Stock described
in the preceding  sentence  and  the  preferential amount payable to any Parity
Shares upon liquidation, dissolution or winding up of the Corporation, then the
assets, or the proceeds of those assets which are available for distribution to
the holders of shares of Series I Convertible  Stock and to the holders of such
Parity Shares, will be distributed to the holders  of  the Series I Convertible
Stock  and to the holders of such Parity Shares ratably in  proportion  to  the
full amounts to which they each are entitled.  After payment of the full amount
of the Liquidation  Preference  and  accumulated  dividends to which holders of
shares of Series I Convertible Stock are entitled,  the  holders  of  shares of
Series I Convertible Stock will not be entitled to any further participation in
any  distribution  of  assets  by  the  Corporation.   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)   Subject  to  and  upon compliance with the provisions  of
this Paragraph 5, each holder of shares of Series I Convertible Stock will have
the right, at the holder's option, at any  time,  to  convert all or any of the
shares  of  the  Series I Convertible Stock into a number  of  fully  paid  and
nonassessable shares  of  Common Stock (calculated as to each conversion to the
nearest 1/100th of a share)  equal to the Liquidation Preference (as defined in
<PAGE>
Paragraph 4) of the shares surrendered for conversion divided by the Conversion
Price (as defined in subparagraph 5(d)).

                (b)    (i)  In  order to exercise the conversion privilege, the
holder  of  each share of Series I  Convertible  Stock  to  be  converted  will
surrender the  certificate  representing that share to the conversion agent for
the Series I 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(b)(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 I 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 Price in
effect  at  the close of business on  the  date  when  all  the  conditions  in
subparagraph 5(b)(i) have been satisfied.

                     (iii)  The  holders  of  record  of  shares  of  Series  I
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 I Convertible Stock surrendered for conversion during the period between
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
I  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 I 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  I 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 I  Convertible  Stock in accordance
with this subparagraph 5(b), 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 I 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(b)(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,
<PAGE>
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
I 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 I Convertible Stock to be converted  and  compliance  with all the other
requirements   of  subparagraph  5(b)(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.

                (c)   No   fractional   shares   or   securities   representing
fractional  shares of Common Stock will be issued upon conversion of  Series  I
Convertible Stock.   Any  fractional  interest  in  a  share  of  Common  Stock
resulting  from conversion of shares of Series I Convertible Stock will be paid
in cash (computed  to  the  nearest cent) based on the Current Market Price (as
defined in subparagraph 5(d)(v))  of  the  Common  Stock on the Trading Day (as
defined in subparagraph 5(d)(v)) next preceding the day of conversion.  If more
than one share of Series I 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 I
Convertible Stock so surrendered.

                (d)   The "Conversion Price" per share of Series I  Convertible
Stock will be $3.25, subject to adjustment from time to time as follows:

                       (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 Price in effect immediately prior  to that event will be adjusted so
that  the  holder of any share of Series I 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(d)(i) will
become effective immediately after the record date in the case of a dividend or
distribution  except  as  provided in subparagraph 5(d)(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 Price 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(d)(v))  of the Common Stock
at  the record date for the determination of stockholders entitled  to  receive
the rights or warrants, the Conversion Price in effect immediately prior to the
issuance  of  the rights or warrants will be adjusted so that it will equal the
price determined  by  multiplying  the  Conversion  Price 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
<PAGE>
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, 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 additional shares
of Common Stock issuable  on  exercise  of  all  the  rights  or warrants.  The
adjustment provided for in this subparagraph 5(d)(ii) will be made successively
whenever  any  rights  or  warrants  are  issued,  and  will  become  effective
immediately,  except as provided in subparagraph 5(d)(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  Price  expire  without  being  exercised,  the
Conversion  Price  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(d)(ii)) then, in each such case, the Conversion
Price  will  be adjusted  so  that  it  will  equal  the  price  determined  by
multiplying the Conversion Price 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 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,  and of which the denominator will be the
Current Market Price of the Common Stock  on  the record date.  Each adjustment
will,  except  as  provided  in  subparagraph  5(d)(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 Price 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 I Convertible Stock,  the  holder of the Series I 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 I  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(d)(ii) and 5(d)(iii) above,  the  "Current Market Price" of the
<PAGE>
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 I 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)
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  Price  will  be
required unless the adjustment would require a change  of  at  least  1% in the
Conversion  Price;  PROVIDED, HOWEVER, that any adjustments which by reason  of
this subparagraph 5(d)(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(d)(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  Price  is  adjusted,  the
Corporation will promptly send each holder  of  record  of Series I Convertible
Stock  a  notice of the adjustment of the Conversion Price  setting  forth  the
adjusted conversion  Price  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(d)
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 I 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
<PAGE>
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(c) above.

                (e)    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  I  Convertible  Stock  at  their addresses as shown on the stock
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 to 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(e).

                (f)

                       (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 I
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 I 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 and Series H 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
<PAGE>
5(f), 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 I 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  reducing the Conversion Price below the then par value (if any)  of
the shares of  Common  Stock  deliverable  upon  conversion  of  the  Series  I
Convertible Stock, 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 Price.

                     (iii)  The Corporation will endeavor to list the shares of
Common  Stock  required  to  be  delivered upon  conversion  of  the  Series  I
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  I
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.

                (g)   The Corporation will pay any documentary stamp or similar
issue or transfer taxes payable in respect of the  issue  or delivery of shares
of  Common  Stock  on  conversion of the Series I 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  I
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.

                (h)   If at any time the issuance of Common Stock on conversion
of the Series I 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.

                (i)   To  the  extent  that  at  the  time  when  a certificate
representing shares of Series I Convertible Stock is surrendered for conversion
and  all  the  other  conditions  specified  in subparagraph 5(b)(i) have  been
satisfied, issuance of the shares of Common Stock into which shares of Series I
Convertible Stock represented by the certificate are being converted (which may
be fewer than all the shares of Series I Convertible  Stock  represented by the
certificate)  would cause the sum of (i) the number of shares of  Common  Stock
which  would  be  outstanding  immediately  after  those  shares  of  Series  I
Convertible Stock are converted into Common Stock, plus (ii) the maximum number
of shares of Common  Stock  which  the  Corporation may be required to issue on
exercise of options, warrants and rights  which  are outstanding on the day the
certificate representing shares of Series I Convertible  Stock  is  surrendered
for conversion, plus (iii) 135% of the maximum number of shares of Common Stock
<PAGE>
the  Corporation  may  be required to issue on conversion of all the shares  of
Series B, Series D, Series  E,  Series  F,  Series  G  and Series H Convertible
Preferred Stock and Series J Convertible Participating Preferred  Stock (to the
extent it is at the time convertible into common stock) which is outstanding on
the  day the certificate representing shares of Series I Convertible  Preferred
Stock is surrendered for conversion, plus (iv) the maximum numbers of shares of
Common  Stock  the  Corporation  may  be  required  to  issue  under  any other
convertible  or  exchangeable  securities  which are outstanding, or under  any
other agreements which are in effect, on the  day  the certificate representing
shares  of Series I Convertible Preferred Stock is surrendered  for  conversion
(the sum  of  the  number  of  shares  of Common Stock described in clauses (i)
through (iv) being the "Total Issuable Common  Stock") exceeds the total number
of  shares  of  Common  stock  the  Corporation  is authorized  to  issue,  the
Corporation may issue with regard to the Series I  Convertible  Stock  which is
being  converted,  in lieu of the shares of Common Stock which would cause  the
Total Issuable Common  Stock  to  exceed  the  total number of shares of Common
Stock the Corporation is authorized to issue, shares  of  Series  J Convertible
Preferred Stock of the Corporation ("Series J Convertible Stock") at  the  rate
of  one share of Series J Convertible Stock for each 100 shares of Common Stock
which,  if  issued on conversion of the Series I Convertible Stock, would cause
the Total Issuable  Common Stock to exceed the total number of shares of Common
Stock the Corporation is authorized to issue.

                (j)   No  holder  of shares of Series I Convertible Stock shall
have the right to convert all or any of such shares into shares of Common Stock
or Series J Convertible Stock, pursuant  to  this  Paragraph 5, unless (i) such
holder is a citizen of the United States of America  or  a corporation or other
entity of which a majority of the outstanding shares or other  equity interests
are  owned  of  record and, to the best of the knowledge of the corporation  or
other entity, beneficially,  by  citizens  of  the United States of America, or
(ii) the Corporation is instructed to issue the  Common Stock to be issued upon
the  conversion to, or as instructed by, the underwriters  of  an  underwritten
public   offering   in  respect  of  which  there  are  at  least  one  hundred
beneficial.purchasers of the shares sold in the offering.

           6.   MANDATORY CONVERSION.

                (a)   The  Corporation may, by a notice (a "Notice of Mandatory
Conversion") given to the holders  of  the Series I Convertible Stock at a time
when (i) the last sale price of the Common  Stock quoted on the NASDAQ National
Market, or the last sale price of the Common  Stock in trading on the principal
national  securities exchange on which the Common  Stock  is  traded,  exceeded
$3.90, but  not less than 120% of the then Conversion Price, per share for each
of the 20 Trading  Days  next  preceding  the day on which the notice is given,
(ii) there is a signed contract (which may  be  a  firm commitment underwriting
contract or any other form of purchase contract) by  which  a buyer or group of
buyers  with  the  financial ability to carry out their obligations  under  the
contract are either (X) contractually committed to purchase for at least $3.90,
but not less than 120%  of the then Conversion Price, per share at least 50% of
the shares of Common Stock  into which all the outstanding Series I Convertible
Stock  will  be  converted at the  Conversion  Price  then  in  effect  or  (Y)
contractually committed, to purchase for at least $3.50 per share, but not less
than 107.69% of the then Conversion Price, at least 75% of the shares of Common
Stock into which all  the outstanding shares of Series I Convertible Stock will
be converted at the Conversion  Price  then  in effect, and (iii) conversion of
all the outstanding Series I Convertible Stock  into  Common  Stock  would  not
cause  the  Total Issuable Common Stock to exceed the total number of shares of
Common Stock the Corporation is authorized to issue, require the holders of all
(but not less  than  all) the outstanding Series I Convertible Stock to convert
their Series I Convertible  Stock  into Common Stock on a date specified in the
<PAGE>
notice (which may be the date the notice  is  given  or any other date which is
not more than 60 days after the date the notice is given)  for  the  Conversion
Price,  calculated  as provided in subparagraph 5(d), in effect on the day  the
notice is given.

                (b)   If the Corporation gives a Notice of Mandatory Conversion
as provided in subparagraph  6(a),  the  holders  of  the  outstanding Series I
Convertible   Stock  will  be  deemed  to  have  surrendered  the  certificates
representing their  shares  of Series I Convertible Stock for conversion at the
close of business on the conversion  date  specified in the Notice of Mandatory
Conversion, and, regardless of whether they do or do not surrender those shares
for conversion, at the close of business on  that  date  (i)  the  certificates
representing  the shares of Series I Convertible Stock will cease to  represent
anything other  than  the  right to receive the shares of Common Stock or cash,
other securities or other assets  issuable  upon  conversion  of  the shares of
Series  I  Convertible  Stock and (ii) the Corporation may, at its option  (the
exercise of which will be  described  in  the  Notice of Mandatory Redemption),
either  (A) issue the shares of Common Stock, or  distribute  the  cash,  other
securities  or  other  assets, to which the holders of the Series I Convertible
Stock are entitled without  requiring  the  surrender of the certificates which
formerly represented shares of Series I Convertible  Stock, or (B) set aside in
trust  for  the respective holders of certificates which  formerly  represented
Series I Convertible  Stock,  the cash, securities and other assets (other than
Common Stock, which need not be  set aside) to which those holders are entitled
and issue or distribute the Common  Stock,  cash,  other  securities  or  other
assets  which  each  former holder of Series I Convertible Stock is entitled to
receive, without interest,  when  the former holder surrenders the certificates
which represented the Series I Convertible  Stock  and  complies with the other
requirements  of  subparagraph 5(b)(i).  Any interest on funds  set  aside  for
distribution to former holders of Series I Convertible Stock will belong to the
Corporation.

                (c)   If  the Corporation presents to the holders of the Series
I Convertible Stock a form  of  firm commitment underwriting agreement or other
purchase contract relating to a purchase  by a buyer or group of buyers meeting
the requirements set forth in subparagraph  6(a) relating to (x) a purchase for
at least $3.90 per share, but not less than 120%  of the then Conversion Price,
of at least 50% of the shares of Common Stock into  which  all  the outstanding
shares  of  Series I Convertible Stock are convertible at the Conversion  Price
then in effect  or  (y)  to purchase for at least $3.50 per share, but not less
than 107.69% of the then Conversion Price, at least 75% of the shares of Common
Stock into which all the outstanding  shares of Series I Convertible Stock will
be  converted  at  the  Conversion Price then  in  effect,  which  underwriting
contract or other purchase  contract  contains  customary  terms and conditions
(but requires no representations or warranties from a selling stockholder other
than  representations  that,  when  Common  Stock  is  issued  to that  selling
stockholder  on  conversion  of  the  Series  I Convertible Stock, the  selling
stockholder will own that Common Stock and have  the  right and ability to sell
it to the buyer or group of buyers free and clear of any liens or encumbrances,
and  will impose no obligations on a selling stockholder  other  than  (x)  the
obligation to deliver certificates representing the Common Stock (assuming they
are issued) upon payment of the purchase price for them, and (y) the obligation
to indemnify  the  buyer  or  group  of  buyers  against  liability  or damages
resulting  from any misstatement by the selling stockholder of a material  fact
regarding the  selling  stockholder,  or omission by the selling stockholder to
state a material fact necessary to make  the  statements  made  by  the selling
stockholder   regarding  the  selling  stockholder  not  misleading),  and  the
Corporation notifies  the  holders  of  the Series I Convertible Stock that the
buyer or group of buyers has signed, or agreed to sign, the contract subject to
signature by the holders of the Series I  Convertible  Stock,  the condition in
clause  (ii)  of  subparagraph  6(a)  will be deemed waived, and not  to  be  a
prerequisite to required conversion, by  each  holder  of  Series I Convertible
<PAGE>
Stock  who  does  not,  within 10 days after the contract is presented  to  the
holder, agree to sign a copy  of  the contract, or authorize the Corporation to
sign a copy of the contract as attorney in fact for the holder.

           7.   STATUS.  Upon any conversion,  exchange or redemption of shares
of  Series I Convertible Stock, the shares of Series  I  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 I Convertible Stock.

           8.   VOTING  RIGHTS.   (a)   The  holders  of  shares  of  Series  I
Convertible Stock will have no voting rights, except any voting rights to which
they  may  be  entitled  under  the laws of the State of Delaware and except as
otherwise expressly provided in this resolution.

                (b)   So long as  any  shares of the Series I Convertible Stock
remain outstanding, the Corporation will not, either directly or indirectly, or
through merger or consolidation with or into any other corporation, without 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  I
Convertible Stock,  (i)  create  or  issue or increase the authorized number of
shares of any class or series of stock ranking prior to or on a parity with the
Series I Convertible Stock either as to  dividends  or  upon  liquidation, (ii)
amend,   alter  or  repeal  any  of  the  provisions  of  the  Certificate   of
Incorporation  (including  this  resolution)  so  as  to  affect  adversely the
preferences, special rights or powers of the Series I Convertible Stock,  (iii)
authorize   any   reclassification   of  the  Series  I  Convertible  Stock  or
(iv)  increase  the  number  of  shares  of  Series  I  Convertible  Stock  the
Corporation may issue.  This subparagraph  will not prevent (t) the issuance of
Series I Convertible Stock which is authorized in Paragraph 1, (u) the issuance
of Series B Convertible Preferred Stock which  is  authorized in Paragraph 1 of
the Certificate of Designations, Powers, Rights and  Preferences  of  Series  B
Convertible  Preferred  Stock dated January 28, 1991 (the "Series B Certificate
of Designation"), (v) the  issuance  of  Series  D  Convertible Preferred Stock
which is authorized in Paragraph 1 of the Certificate  of Designations, Powers,
Rights and Preferences of Series D Convertible Preferred  Stock dated September
10,  1992  (the  "Series  D Certificate of Designation"), (w) the  issuance  of
Series E Convertible Preferred  Stock which is authorized in Paragraph 1 of the
Certificate  of  Designations, Powers,  Rights  and  Preferences  of  Series  E
Convertible Preferred  Stock  dated February 3, 1994 (the "Series E Certificate
of Designation"), (x) the issuance  of  Series  F  Convertible  Preferred Stock
which is authorized in Paragraph 1 of the Certificate of Designations,  Powers,
Rights and Preferences of Series F Convertible Preferred Stock dated March  17,
1995 (the "Series F Certificate of Designation"), (y) the issuance of Series  G
Convertible  Preferred  Stock  which  is  authorized  in  Paragraph  1  of  the
Certificate  of  Designations,  Powers,  Rights  and  Preferences  of  Series G
Convertible Preferred Stock dated August 17, 1995 (the "Series G Certificate of
Designation") or (z) the issuance of Series H Convertible Preferred Stock which
is authorized in Paragraph 1 of the Certificate of Designations, Powers, Rights
and  Preferences  of Series H Convertible Preferred Stock dated April 16,  1996
(the "Series H Certificate of Designation").

           9.   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  I  Convertible  Stock,  the  notice  or  other
<PAGE>
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 I 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.

                (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 I 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 I Convertible Stock.

                (d)   Except as may otherwise be required by law, the shares of
Series  I  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 I
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  I  Convertible Stock and (ii) 100%
of the shares of Series I 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