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                                                                    EXHIBIT 3.1

                         CERTIFICATE OF INCORPORATION
                                      OF
                             DYNATECH CORPORATION

   FIRST: The name of the corporation is Dynatech Corporation (the
"Corporation").

   SECOND: The Corporation's registered office in the State of Delaware is c/o
Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

   THIRD: The nature of the business of the Corporation and its purpose is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.

   FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 200,100,000 shares, consisting of
200,000,000 shares of Common Stock, par value $.01 per share, and 100,000
shares of Preferred Stock, par value $1.00 per share.

   The Preferred Stock may be issued at any time and from time to time in one
or more series. The Board of Directors is hereby authorized to provide for the
issuance of shares of Preferred Stock in series and, by filing a certificate
of designation pursuant to the applicable provisions of the General
Corporation Law of the State of Delaware (hereinafter referred to as a
"Preferred Stock Certificate of Designation"), to establish from time to time
the number of shares to be included in each such series, and to fix the
designation, powers, preferences and rights of shares of each such series and
the qualifications, limitations and restrictions thereof.

   The authority of the Board of Directors with respect to each series of
Preferred Stock shall include, but not be limited to, determination of the
following:

     (a) the designation of the series, which may be by distinguishing
  number, letter or title;

     (b) the number of shares of the series, which number the Board of
  Directors may thereafter (except where otherwise provided in the applicable
  Preferred Stock Certificate of Designation) increase or decrease (but not
  below the number of shares thereof then outstanding);

     (c) whether dividends, if any, shall be cumulative or noncumulative and
  the dividend rate of the series;

     (d) the dates on which dividends, if any, shall be payable;

     (e) the redemption rights and price or prices, if any, for shares of the
  series;

     (f) the terms and amount of any sinking fund provided for the purchase
  or redemption of shares of the series;

     (g) the amounts payable on shares of the series in the event of any
  voluntary or involuntary liquidation, dissolution or winding up of the
  affairs of the Corporation;

     (h) whether the shares of the series shall be convertible or
  exchangeable into shares of any other class or series, or any other
  security, of the Corporation or any other corporation, and, if so, the
  specification of such other class or series or such other security, the
  conversion or exchange price or prices or rate or rates, any adjustments
  thereof, the date or dates as of which such shares shall be convertible or
  exchangeable and all other terms and conditions upon which such conversion
  or exchange may be made;

     (i) restrictions on the issuance of shares of the same series or of any
  other class or series;

     (j) the voting rights, if any, of the holders of shares of the series;
  and

     (k) such other terms and provisions as the Board of Directors may
  determine.

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   FIFTH: The name and mailing address of the incorporator is as follows:

       Andrew S. Borodach
       c/o Debevoise & Plimpton
       875 Third Avenue
       New York, New York 10022

   SIXTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation and for the
purpose of creating, defining, limiting and regulating the powers of the
Corporation and its directors and stockholders:

     (a) The number of Directors constituting the Board of Directors shall be
  as set forth in, or determined by the Board of Directors in accordance
  with, the By-Laws of the Corporation. The Board of Directors shall be
  divided into three classes, designated Classes I, II and III, which shall
  be as nearly equal in number as possible. Directors of Class I shall be
  elected at any time on and after the date of filing of this Certificate of
  Incorporation with the Secretary of State of the State of Delaware to hold
  office for an initial term expiring at the annual meeting of stockholders
  to be held in 2001. Directors of Class II shall be elected at any time on
  and after the date of filing of this Certificate of Incorporation with the
  Secretary of State of the State of Delaware to hold office for an initial
  term expiring at the annual meeting of stockholders to be held in 2002.
  Directors of Class III shall be elected at any time on and after the date
  of filing of this Certificate of Incorporation with the Secretary of State
  of the State of Delaware to hold office for an initial term expiring at the
  annual meeting of stockholders to be held in 2000; provided that, prior to
  the annual meeting of stockholders to be held in 2000, the Board of
  Directors may, by resolution duly adopted, create and appoint one or more
  persons to fill one or more Class III Directorships up to a number not to
  exceed the number of Directors in Class I for an interim term expiring at
  the annual meeting of stockholders to be held in 2000. At each annual
  meeting of stockholders following the annual meeting of stockholders to be
  held 2000, the respective successors of the Directors whose terms are
  expiring shall be elected for terms expiring at the annual meeting of
  stockholders held in the third succeeding year. Vacancies in the Board of
  Directors and newly-created Directorships resulting from any increase in
  the authorized number of Directors may be filled as provided in the By-
  Laws. Directors may be removed, with or without cause, by the holders of a
  majority of the shares then entitled to vote at an election of Directors.

     (b) The election of directors may be conducted in any manner approved by
  the stockholders at the time when the election is held and need not be by
  ballot.

     (c) All corporate powers and authority of the Corporation (except as at
  the time otherwise provided by law, by this Certificate of Incorporation or
  by the By-Laws) shall be vested in and exercised by the Board of Directors.

     (d) The Board of Directors shall have the power without the assent or
  vote of the stockholders to adopt, amend, alter or repeal the By-Laws of
  the Corporation, except to the extent that the By-Laws or this Certificate
  of Incorporation otherwise provide.

     (e) No director of the Corporation shall be liable to the Corporation or
  its stockholders for monetary damages for breach of his or her fiduciary
  duty as a director, provided that nothing contained in this Certificate of
  Incorporation shall eliminate or limit the liability of a director (i) for
  any breach of the director's duty of loyalty to the Corporation or its
  stockholders, (ii) for acts or omissions not in good faith or which involve
  intentional misconduct or a knowing violation of the law, (iii) under
  Section 174 of the General Corporation Law of the State of Delaware or (iv)
  for any transaction from which the director derived an improper personal
  benefit.

   SEVENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this certificate in the manner now or
hereafter prescribed by statute; and all rights herein conferred upon the
stockholders are granted subject to this reservation.

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   IN WITNESS WHEREOF, I, the undersigned, being the incorporator hereinabove
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, do make and file this Certificate of
Incorporation, hereby declaring and certifying that the facts herein stated
are true, and accordingly have hereunto set my hand this 8th day of September,
1999.

                                                 /s/ Andrew S. Borodach
                                          _____________________________________
                                                   Andrew S. Borodach

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