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                       CERTIFICATE OF OWNERSHIP AND MERGER

                     MERGING DMC STRATEX NETWORKS, INC. INTO

                          DIGITAL MICROWAVE CORPORATION

                         (PURSUANT TO SECTION 253 OF THE

                      GENERAL CORPORATION LAW OF DELAWARE)

     Digital Microwave Corporation, a Delaware corporation,  (the "Corporation")
does hereby certify:

     First:  That  the  Corporation  is  incorporated  pursuant  to the  General
Corporation Law of Delaware.

     Second:  That the Corporation  owns all of the  outstanding  shares of each
class  of  the  capital  stock  of  DMC  Stratex  Networks,   Inc.,  a  Delaware
Corporation.

     Third:  That the  Corporation  by the  resolution of its Board of Directors
duly  adopted on May 9, 2000 has  determined  to change its name to DMC  Stratex
Networks, Inc. contingent upon stockholder approval of the name change.

     Fourth:  That in order to effectuate this name change, the Corporation,  by
the following  resolutions of its Board of Directors,  duly adopted on August 8,
2000,  determined  to merger  into  itself DMC  Stratex  Networks,  Inc.  on the
conditions set forth in such resolutions:

              Resolved: That Digital Microwave Corporation merge into itself its
         subsidiary, DMC Stratex Networks, Inc., and assume all of said
         subsidiary's liabilities and obligations (the "Merger").

              Further Resolved: That any of the officers of this Corporation be
         and they hereby are directed to make, execute and acknowledge a
         certificate of ownership and merger setting forth a copy of the
         resolution to merge said DMC Stratex Networks, Inc. into this
         corporation and to assume said subsidiary's liabilities and obligations
         and to file the same in the office of the Secretary of State of
         Delaware.

              Further Resolved: That as part of the Merger this Corporation
         amend Article I of its Restated Certificate of Incorporation (the
         "Certificate of Incorporation") to state in its entirety: "The name of
         the Corporation is: DMC Stratex Networks, Inc." There shall be no other
         changes in the Certificate of Incorporation or the Amended and Restated
         Bylaws of the Corporation.

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              Further Resolved: that any officer of this corporation, acting
         individually, be, and each hereby is, authorized, empowered and
         directed to execute and deliver such documents, instruments,
         certifications and verifications, and to do and perform such other acts
         and deeds, as any such officer shall deem to be necessary or convenient
         in order to carry out the purpose of the foregoing resolutions without
         any further action of the Board of Directors of this corporation; and

              Further Resolved, that any actions heretofore or hereafter taken
         by the officers of this corporation within the terms of the foregoing
         resolutions are hereby ratified and confirmed as the act and deed of
         this corporation.

         IN WITNESS WHEREOF, said corporation has caused this Certificate of
Ownership to be signed by its authorized officer, as of 8th day of August, 2000.

                           DIGITAL MICROWAVE
                           CORPORATION

                           By:  /S/ CARL A. THOMSEN
                              -------------------------------------------------
                           Title: Senior Vice President/Chief Financial Officer