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Exhibit 3.1(c)

                            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, and a further Certificate of
            Amendment with respect thereto was filed subsequent thereto on
            November 20, 2001.

Second:     Pursuant to the provisions of the provisions of Section 242 of the
            General Corporation Law of the State of Delaware, 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 8 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:

                  (a) All of the powers of the Corporation, insofar as the same
                  may be lawfully vested by this Certificate of Incorporation in
                  the Board of Directors, are hereby conferred upon the Board of
                  Directors of the Corporation.

                  (b) The Board of Directors will consist of six members who
                  will be elected annually for a one-year term. The initial
                  directors (the "Initial Board of Directors") will be: Edward
                  S. Woolard; Ned C. Jackson; Keith W. Abell; and three
                  additional persons who shall be designated after consultation
                  with certain holders of the Corporation's Senior Subordinated
                  Notes. The Initial Board of Directors will serve for an
                  initial term (the "Initial Term") ending on December 31, 2002,
                  unless the Initial Board of Directors shall vote to extend the
                  Initial Term to a date no later than April 30, 2003. The
                  Initial Board of Directors shall continue in office after such
                  date until their successors are duly elected. Thereafter, the
                  Board of Directors shall be elected annually. Any vacancy
                  occurring for any reason during the term of a director will be
                  filled by the remaining members of the Board of Directors or
                  by a vote of the shareholders of the Corporation; however, (i)
                  in the event that Messrs. Woolard, Jackson or Abell (or any
                  successor appointed pursuant to this clause) shall cease for
                  any reason to be a director prior to the later of the
                  expiration of the Initial Term or the annual meeting of the
                  shareholders for the election of directors after the Initial
                  Term, then the remaining of Messrs. Woolard, Jackson and Abell
                  (and any successors appointed pursuant to this clause) will be
                  entitled to appoint a director to fill such vacancy, and (ii)
                  in the event that any of the directors who shall be designated
                  after consultation with certain of


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                  Holders of Senior Subordinated Notes as described above (or
                  any successor appointed pursuant to this clause) shall cease
                  for any reason to be a director prior to the later of the
                  expiration of the Initial Term or the annual meeting of the
                  shareholders for the election of directors after the Initial
                  Term, then the remaining of such designated directors (and any
                  successors appointed pursuant to this clause) will be entitled
                  to appoint a director to fill such vacancy. Directors may be
                  removed only for cause upon a vote of shareholders holding
                  shares of the capital stock of the Corporation which represent
                  at least two-thirds of the votes that could be cast for the
                  election of directors; except that no member of the Initial
                  Board of Directors may be removed for any reason without the
                  approval of the other members of the Initial Board of
                  Directors who would, in accordance with the preceding
                  sentence, be entitled to fill the vacancy created by such
                  removal. Elections of directors (other than action by the
                  remaining Board of Directors to fill any vacancy that may
                  occur during the term of any director), or removal of
                  directors by shareholder action, shall occur only at duly
                  called meetings of the shareholders of the Corporation;
                  however, (i) no special meetings of the shareholders may be
                  called by any shareholder for any purpose prior to the later
                  of the expiration of the Initial Term or the annual meeting of
                  the shareholders for the election of directors after the
                  Initial Term, and (ii) thereafter special meetings of the
                  shareholders may be called only by the Board of Directors or
                  by shareholders holding shares of the capital stock of the
                  Corporation which represent more than 25% of the votes that
                  could be cast at any such special meeting of the shareholders.
                  Directors shall not be elected or removed by written consent.

Third:      That this Certificate of Amendment to the Restated Certificate of
            Incorporation of the Corporation was authorized by the vote of the
            Board of Directors of the Corporation 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 21st 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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