<PAGE>

Exhibit 3.1(b)

                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                           TELEX COMMUNICATIONS, INC.

The undersigned, a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify as follows:

First:      The last Restated Certificate of Incorporation of the Corporation
            was filed in the Office of the Secretary of State of the State of
            Delaware on November 20, 2001.

Second:     The Board of Directors and the shareholders of the Corporation have
            authorized the amendment of the Restated Certificate of
            Incorporation in the following manner. Paragraph 5 of the Restated
            Certificate of Incorporation of the Corporation is amended by
            striking the text thereof in its entirety and substituting in lieu
            thereof the following:

                  "The Corporation shall have authority to issue (i) 25 million
                  shares of Common Stock, par value of $0.01 per share (the
                  "Common Stock"); (ii) 900 shares of Series A Preferred Stock,
                  par value $0.01 per share (the "Series A Preferred Stock");
                  and (iii) five million shares of Series B Preferred Stock, par
                  value $0.01 per share (the "Series B Preferred Stock")."

Third:      As of October 24, 2001, in the manner prescribed by Section 141 of
            the General Corporation Law of the State of Delaware and pursuant to
            authority conferred upon the Board of Directors by the Restated
            Certificate of Incorporation of the Corporation and the provisions
            of Section 242 of the General Corporation Law of the State of
            Delaware, the following resolutions were adopted by the Board of
            Directors of the Corporation authorizing the issuance of a series of
            Preferred Stock:

                                      * * *

                            Series A Preferred Stock

      Resolved, that pursuant to the authority vested in the Board of Directors
of the Corporation in accordance with its Certificate of Incorporation, a series
of Preferred Stock of the Corporation be, and it hereby is, created and that
such shares shall have the following designations, preferences and relative,
participating, optional or other special rights, and qualifications,
limitations, or restrictions thereof:
<PAGE>
                    Terms, Conditions and Designations of the
               Series A Preferred Stock, par value $0.01 per share

(1)   Number of Shares Authorized.

      The Corporation shall be authorized to issue up to 900 shares of Series A
Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock").

(2)   Dividends on the Series A Preferred Stock.

            (a) The holders of Series A Preferred Stock shall be entitled to
      receive ratably such dividends and distributions as may from time to time
      be declared on the Series A Preferred Stock by the Board of Directors out
      of funds legally available therefor.

            (b) No dividends or distributions shall be declared or paid on the
      Common Stock unless an equal amount per share is declared and paid on the
      shares of the Series A Preferred Stock. However, if the "Contribution
      Transactions" described in the Consent Solicitation and Exchange Offering
      Memorandum (as defined in Paragraph (4) below) are accomplished, or if the
      Corporation elects to terminate the "Exchange Offer" described in the
      Consent Solicitation and Exchange Offering Memorandum without accepting
      any tenders of Senior Subordinated Notes (as defined in Paragraph (4)
      below), the aggregate amount of all such dividends and distributions
      allocable thereafter to the Series A Preferred Stock will be limited to
      25% of the aggregate of such dividends and distributions payable with
      respect to the Series A Preferred Stock and the Common Stock (the Series A
      Preferred Stock and the Telex Common Stock to be treated as one class for
      such purpose).

(3)   Liquidation Preference.

            (a) In the event of any liquidation, dissolution or winding up of
      the Corporation (a "Liquidation Event"), whether voluntarily or
      involuntarily, the holders of the Series A Preferred Stock shall be
      entitled to receive prior and in preference to any distribution of any of
      the assets or surplus funds of the Corporation to the holders of Common
      Stock, an amount equal to the then stated par value per share of Series A
      Preferred Stock (currently $0.01 per share) (the "Series A Preferred Stock
      Liquidation Preference"). All of the Series A Preferred Stock Liquidation
      Preference to be paid to the holders of the Series A Preferred Stock under
      this Paragraph (3) shall be paid or set apart for payment before the
      payment or setting apart for payment of any amount for, or the
      distribution of any assets or funds of the Corporation to, the holders of
      the Common Stock in connection with such Liquidation Event. After payment
      of the Series A Preferred Stock Liquidation Preference on the Series A
      Preferred Stock, the holders of the Series A Preferred Stock shall
      participate in all distributions of the assets of the Corporation on an
      equal per share basis with the Common Stock and all other classes of the
      capital stock of the Corporation which are not preferred or senior to the
      Series A Preferred Stock with respect to distributions in connection with
      a Liquidation Event. However, if the Contribution Transactions are
      accomplished, or if the Corporation elects to terminate the Exchange Offer
      without accepting any tenders of Senior Subordinated Notes, the aggregate
      amount of all such distributions allocable thereafter to the Series A
      Preferred Stock will be limited to 25% of the aggregate of such
      distributions payable with respect to the Series A Preferred Stock and the
      Common Stock (the Series A Preferred Stock and the Common Stock to be
      treated as one class for such purpose).


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<PAGE>
            (b) The Corporation shall be authorized to issue from time to time
      shares of capital stock which may be preferred or senior to, or which may
      rank pari passu with, the Series A Preferred Stock in connection with any
      Liquidation Event.

(4)   Voting Rights.

            (a) Restructuring Transactions. The holders of the Series A
      Preferred Stock shall have the right to vote with the holders of the
      Common Stock (the Series A Preferred Stock and the Common Stock to be
      treated as one class for such purpose) with respect to the "Restructuring
      Transactions" to be effected, or heretofore effected, pursuant to, and as
      described in, the Amended and Supplemented Consent Solicitation and
      Exchange Offering Memorandum dated October 24, 2001 of the Corporation
      (the "Consent Solicitation and Exchange Offering Memorandum"). The
      aggregate vote which the holders of the Series A Preferred Stock shall
      have with respect to the Restructuring Transactions (including without
      limitation this Amendment of the Restated Certificate of Incorporation and
      the by-laws of the Corporation prior to or in connection with the closing
      of the Restructuring Transactions) shall represent 90% of aggregate votes
      entitled to be cast by the holders of the Series A Preferred Stock and the
      Common Stock (the Series A Preferred Stock and the Common Stock to be
      treated as one class for such purpose) with respect to the Restructuring
      Transactions. The vote of holders of a majority of the shares of the
      Common Stock and the Series A Preferred Stock (voting together as one
      class) shall be necessary to approve, and shall be sufficient to approve,
      the Restructuring Transactions. Holders (the "Holders") of the
      Corporation's 10-1/2% Senior Subordinated Notes due 2007 and 11% Senior
      Subordinated Notes due 2007 (together the "Senior Subordinated Notes") who
      tender their Senior Subordinated Notes in the "Exchange Offer" (as defined
      and described in the Consent Solicitation and Exchange Offering
      Memorandum) shall be deemed to have tendered their Series A Preferred
      Stock and to have voted in favor of the Restructuring Transactions as
      aforesaid. Each holder of the Series A Preferred Stock (including without
      limitation any Holders who have not tendered their Senior Subordinated
      Notes in the Exchange Offer) shall be deemed to have voted in favor of the
      Restructuring Transactions provided that the holders of a majority of the
      Series A Preferred Stock have voted as a class in favor of the
      Restructuring Transactions. Holders who have tendered their Series A
      Preferred Stock shall be deemed to have voted their shares of Series A
      Preferred Stock in favor of this Amendment of the Restated Certificate of
      Incorporation and any amendment of the by-laws of the Corporation as may
      be determined by the officers of the Corporation to be necessary or
      desirable to effect the terms of the Series A Preferred Stock or to effect
      the Restructuring Transactions.

            (b) Voting Rights Generally. The holders of the Series A Preferred
      Stock shall have the right to vote (one vote per share of Series A
      Preferred Stock) with the holders of the Common Stock and any other class
      or series of the capital stock of the Corporation entitled to vote (the
      Series A Preferred Stock, the Common Stock and any such other class or
      series of the capital stock to be treated as one class for such purpose,
      unless the terms of any such other class or series of the capital stock
      shall provide that any such other class or series of the capital stock
      shall have additional or special voting rights) for the election of the
      directors of the Corporation and on all other matters submitted from time
      to time to the shareholders of the Corporation. However, if the
      Contribution Transactions are accomplished, or if Telex elects to
      terminate the Exchange Offer without accepting any tenders of Senior
      Subordinated Notes, the aggregate vote which the holders of the Series A
      Preferred Stock will thereafter have


                                       3
<PAGE>
      with respect to the election of directors and all such other matters will
      represent only 25% of aggregate votes entitled to be cast by the holders
      of the Series A Preferred Stock and the Common Stock (the Series A
      Preferred Stock and the Common Stock to be treated as one class for such
      purpose) for the election of directors.

(5)   Conversion.

            (a) Conversion at the Election of the Corporation. At the election
      of the Corporation made with respect to all of the Series A Preferred
      Stock then outstanding, the Series A Preferred Stock shall convert into
      shares of the Common Stock of the Corporation. If converted as aforesaid,
      each share or fractional share of the Series A Preferred Stock shall
      convert into one share (the "Series A Preferred Stock Conversion Ratio")
      or equivalent fractional share, as the case may be, of the Common Stock.
      Such conversion shall be effective as of the date determined by the Board
      of Directors to be the conversion date (the "Conversion Date") and without
      the necessity of any notice to, or the approval or action of, the holders
      of the Series A Preferred Stock.

            (b)   (i) Adjustments for Stock Dividends, Subdivisions,
      Combinations or Consolidations of Common Stock. In the event the
      outstanding shares of Common Stock shall be subdivided (by stock dividend,
      stock split or otherwise) into a greater number of shares of Common Stock,
      the Series A Preferred Stock Conversion Ratio then in effect shall,
      concurrently with the effectiveness of such subdivision, be
      proportionately decreased. In the event the outstanding shares of Common
      Stock shall be combined or consolidated, by reclassification or otherwise,
      into a lesser number of shares of Common Stock, the Series A Preferred
      Stock Conversion Ratio then in effect shall, concurrently with the
      effectiveness of such combination or consolidation, be proportionately
      increased.

                  (ii) Adjustments for Reclassification, Exchange and
      Substitution. If the Common Stock issuable upon conversion of any Series A
      Preferred Stock shall be changed into the same or a different number of
      shares of any other class or classes of stock, whether by capital
      reorganization, reclassification or otherwise (other than a subdivision or
      combination of shares provided for above), then and in each such event
      each share of such Series A Preferred Stock shall thereafter be
      convertible into the kind and amount of shares of stock and other
      securities and property receivable upon such reorganization or
      reclassification or other change by holders of the number of shares of
      Common Stock that would have been subject to receipt by the holders upon
      conversion of the such Series A Preferred Stock immediately before that
      change, all subject to further adjustment as provided herein.

            (c) Mechanics of Conversion. In the event that the Series A
      Preferred Stock is then evidenced by certificates therefor, before any
      holder of Series A Preferred Stock shall be entitled to receive
      certificates for shares of the Common Stock into which the Series A
      Preferred Stock is converted, such holder shall surrender the certificate
      or certificates therefor, duly endorsed, at the office of the Corporation
      or of any transfer agent for the Series A Preferred Stock. Shares of the
      Common Stock issued upon conversion of the Series A Preferred Stock shall
      be issued and registered only in the name of the record holders of the
      Series A Preferred Stock. Any conversion of the Series A Preferred Stock
      shall be deemed to have been made as of 12:01 o'clock AM (New York City
      time) on the Conversion Date.


                                       4
<PAGE>
            (d) Certain Taxes. The Corporation shall pay any issue or transfer
      taxes payable in connection with the conversion of any shares of Series A
      Preferred Stock; provided, however, that the Corporation shall not be
      required to pay any tax which may be payable in respect of any transfer
      involved in the issuance and delivery of any certificate in a name other
      than that of the holder of the shares of Series A Preferred Stock which
      are being converted.

(6)   No Preemptive Rights, Etc.

      The holders of shares of Series A Preferred Stock shall have no
preemptive, conversion, redemption, subscription or similar rights.

(7)   Certificates and Stock Transfer Records.

      The Corporation shall have no obligation to issue certificates evidencing
the Series A Preferred Stock. The Corporation shall maintain a stock transfer
record for the Series A Preferred Stock at the principal executive offices of
the Corporation or, in lieu thereof, may appoint a stock transfer agent and
registrar for the Series A Preferred Stock. Transfers, to the extent permitted,
shall be made solely upon the execution by the transferor and the transferee of
documentation satisfactory to the Corporation, including without limitation such
documentation as shall be required pursuant to the provisions of Paragraph (8)
below.

(8)   Restricted Securities.

            (a) No transfer of shares of the Series A Preferred Stock will be
      permitted unless: (i) the Series A Preferred Stock is registered under the
      Securities Act of 1933, as amended and in effect from time to time (the
      "Securities Act"); or (ii) an exemption from registration under the
      Securities Act and applicable state and other securities laws is available
      in the opinion of counsel to the Corporation and the Corporation shall
      have otherwise consented to such transfer in reliance upon such exemption.
      The Corporation shall have no obligation to effect any such registration
      or to permit any such transfer.

            (b) If the Corporation shall issue certificates evidencing the
      Series A Preferred Stock, each such certificate shall bear the following
      restrictive legend so long as, in the opinion of counsel to the
      Corporation, the shares of Series A Preferred Stock evidenced by such
      certificate are "restricted securities" (as defined the rules and
      regulations of the U.S. Securities and Commission):

            "The securities represented hereby have not been issued pursuant to
            any registration or similar filing, listing or prospectus or
            document delivery requirements under the laws of any jurisdiction or
            the rules, regulations or guidelines of any stock exchange or
            quotation system. No transfer of the securities represented hereby
            may be made without compliance with any of the foregoing, unless an
            exemption thereunder is available in the opinion of counsel for the
            Corporation."

                                      * * *

Fourth:     As of November 20, 2001, in the manner prescribed by Section 141 of
            the General Corporation Law of the State of Delaware and pursuant to
            authority conferred upon the Board of Directors by the Restated
            Certificate of Incorporation of the Corporation and the provisions
            of Section 242 of the General Corporation Law of the State of


                                       5
<PAGE>
            Delaware, the following resolutions were adopted by the Board of
            Directors of the Corporation authorizing the issuance of a series of
            Preferred Stock:

                                      * * *

                            Series B Preferred Stock

      Resolved, that pursuant to the authority vested in the Board of Directors
of the Corporation in accordance with its Certificate of Incorporation, a series
of Preferred Stock of the Corporation be, and it hereby is, created and that
such shares shall have the following designations, preferences and relative,
participating, optional or other special rights, and qualifications,
limitations, or restrictions thereof:

                    Terms, Conditions and Designations of the
               Series B Preferred Stock, par value $0.01 per share

(1)   Number of Shares Authorized.

      The Corporation shall be authorized to issue up to five million shares of
Series B Preferred Stock, par value $0.01 per share (the "Series B Preferred
Stock").

(2)   Dividends on the Series B Preferred Stock.

            (a) The holders of Series B Preferred Stock shall be entitled to
      receive ratably such dividends and distributions as may from time to time
      be declared on the Series B Preferred Stock by the Board of Directors out
      of funds legally available therefor.

            (b) No dividends or distributions shall be declared or paid on the
      Common Stock or the Series A Preferred Stock unless an equal amount per
      share is declared and paid on the shares of the Series B Preferred Stock.

(3)   Liquidation Preference.

            (a) In the event of any liquidation, dissolution or winding up of
      the Corporation (a "Liquidation Event"), whether voluntarily or
      involuntarily, the holders of the Series B Preferred Stock shall be
      entitled to receive prior and in preference to any distribution of any of
      the assets or surplus funds of the Corporation to the holders of Common
      Stock or the holders of the Series A Preferred Stock, an amount equal to
      the then stated par value per share of Series B Preferred Stock (currently
      $0.01 per share) (the "Series B Preferred Stock Liquidation Preference").
      All of the Series B Preferred Stock Liquidation Preference to be paid to
      the holders of the Series B Preferred Stock under this Paragraph (3) shall
      be paid or set apart for payment before the payment or setting apart for
      payment of any amount for, or the distribution of any assets or funds of
      the Corporation to, the holders of the Common Stock or the holders of the
      Series A Preferred Stock in connection with such Liquidation Event. After
      payment of the Series B Preferred Stock Liquidation Preference on the
      Series B Preferred Stock, the holders of the Series B Preferred Stock
      shall participate in all distributions of the assets of the Corporation on
      an equal per share basis with the Common Stock and all other classes of
      the capital stock of the Corporation which are not preferred or senior to
      the Series B Preferred Stock with respect to distributions in connection
      with a Liquidation Event.


                                       6
<PAGE>
            (b) The Corporation shall be authorized to issue from time to time
      shares of capital stock which may be preferred or senior to, or which may
      rank pari passu with, the Series B Preferred Stock in connection with any
      Liquidation Event.

(4)   Voting Rights.

      The holders of the Series B Preferred Stock shall have the right to vote
(one vote per share of Series B Preferred Stock) with the holders of the Common
Stock and any other class or series of the capital stock of the Corporation
entitled to vote (the Series B Preferred Stock, the Common Stock and any such
other class or series of the capital stock to be treated as one class for such
purpose, unless the terms of any such other class or series of the capital stock
shall provide that any such other class or series of the capital stock shall
have additional or special voting rights) for the election of the directors of
the Corporation and on all other matters submitted from time to time to the
shareholders of the Corporation

(5)   Conversion.

            (a) Conversion at the Election of the Corporation. At the election
      of the Corporation made with respect to all of the Series B Preferred
      Stock then outstanding, the Series B Preferred Stock shall convert into
      shares of the Common Stock of the Corporation. If converted as aforesaid,
      each share or fractional share of the Series B Preferred Stock shall
      convert into one share (the "Series B Preferred Stock Conversion Ratio")
      or equivalent fractional share, as the case may be, of the Common Stock.
      Such conversion shall be effective as of the date determined by the Board
      of Directors to be the conversion date (the "Conversion Date") and without
      the necessity of any notice to, or the approval or action of, the holders
      of the Series B Preferred Stock.

            (b)   (i) Adjustments for Stock Dividends, Subdivisions,
      Combinations or Consolidations of Common Stock. In the event the
      outstanding shares of Common Stock shall be subdivided (by stock dividend,
      stock split or otherwise) into a greater number of shares of Common Stock,
      the Series B Preferred Stock Conversion Ratio then in effect shall,
      concurrently with the effectiveness of such subdivision, be
      proportionately decreased. In the event the outstanding shares of Common
      Stock shall be combined or consolidated, by reclassification or otherwise,
      into a lesser number of shares of Common Stock, the Series B Preferred
      Stock Conversion Ratio then in effect shall, concurrently with the
      effectiveness of such combination or consolidation, be proportionately
      increased.

                  (ii) Adjustments for Reclassification, Exchange and
      Substitution. If the Common Stock issuable upon conversion of any Series B
      Preferred Stock shall be changed into the same or a different number of
      shares of any other class or classes of stock, whether by capital
      reorganization, reclassification or otherwise (other than a subdivision or
      combination of shares provided for above), then and in each such event
      each share of such Series B Preferred Stock shall thereafter be
      convertible into the kind and amount of shares of stock and other
      securities and property receivable upon such reorganization or
      reclassification or other change by holders of the number of shares of
      Common Stock that would have been subject to receipt by the holders upon
      conversion of the such Series B Preferred Stock immediately before that
      change, all subject to further adjustment as provided herein.


                                       7
<PAGE>
            (c) Mechanics of Conversion. In the event that the Series B
      Preferred Stock is then evidenced by certificates therefor, before any
      holder of Series B Preferred Stock shall be entitled to receive
      certificates for shares of the Common Stock into which the Series B
      Preferred Stock is converted, such holder shall surrender the certificate
      or certificates therefor, duly endorsed, at the office of the Corporation
      or of any transfer agent for the Series B Preferred Stock. Shares of the
      Common Stock issued upon conversion of the Series B Preferred Stock shall
      be issued and registered only in the name of the record holders of the
      Series B Preferred Stock. Any conversion of the Series B Preferred Stock
      shall be deemed to have been made as of 12:01 o'clock AM (New York City
      time) on the Conversion Date.

            (d) Certain Taxes. The Corporation shall pay any issue or transfer
      taxes payable in connection with the conversion of any shares of Series B
      Preferred Stock; provided, however, that the Corporation shall not be
      required to pay any tax which may be payable in respect of any transfer
      involved in the issuance and delivery of any certificate in a name other
      than that of the holder of the shares of Series B Preferred Stock which
      are being converted.

(6)   No Preemptive Rights, Etc.

      The holders of shares of Series B Preferred Stock shall have no
preemptive, conversion, redemption, subscription or similar rights.

(7)   Certificates and Stock Transfer Records.

      The Corporation shall maintain a stock transfer record for the Series B
Preferred Stock at the principal executive offices of the Corporation or, in
lieu thereof, may appoint a stock transfer agent and registrar for the Series B
Preferred Stock. Transfers, to the extent permitted, shall be made solely upon
the execution by the transferor and the transferee of documentation satisfactory
to the Corporation, including without limitation such documentation as shall be
required pursuant to the provisions of Paragraph (8) below.

(8)   Restricted Securities.

            (a) No transfer of shares of the Series B Preferred Stock will be
      permitted unless: (i) the Series B Preferred Stock is registered under the
      Securities Act of 1933, as amended and in effect from time to time (the
      "Securities Act"); or (ii) an exemption from registration under the
      Securities Act and applicable state and other securities laws is available
      in the opinion of counsel to the Corporation and the Corporation shall
      have otherwise consented to such transfer in reliance upon such exemption.
      The Corporation shall have no obligation to effect any such registration
      or to permit any such transfer.

            (b) If the Corporation shall issue certificates evidencing the
      Series B Preferred Stock, each such certificate shall bear the following
      restrictive legend so long as, in the opinion of counsel to the
      Corporation, the shares of Series B Preferred Stock evidenced by such
      certificate are "restricted securities" (as defined the rules and
      regulations of the U.S. Securities and Commission):

            "The securities represented hereby have not been issued pursuant to
            any registration or similar filing, listing or prospectus or
            document delivery requirements under the laws of any jurisdiction or
            the rules, regulations or guidelines of any stock


                                       8
<PAGE>
            exchange or quotation system. No transfer of the securities
            represented hereby may be made without compliance with any of the
            foregoing, unless an exemption thereunder is available in the
            opinion of counsel for the Corporation."

                                      * * *

Fifth:      That this Certificate of Amendment to the Restated Certificate of
            Incorporation was authorized by the vote of the Board of Directors
            of the Corporation entitled to vote thereunder and the vote of the
            shareholders of the Corporation entitled to vote thereon.

      In witness whereof, the Corporation has caused this Certificate of
Amendment to the Restated Certificate of Incorporation of the Corporation to be
signed by its President and its Secretary on the 20th day of November, 2001.

Attest:                                  Telex Communications, Inc.


/S/ Kristine L. Bruer                    By:  /S/ Richard J. Pearson
------------------------------------          ----------------------------------
    Kristine L. Bruer                         Richard J. Pearson
    Assistant Secretary                       Vice President and Chief Financial
                                              Officer


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