CERTIFICATE OF AMENDMENT
                OF AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                               CYLINK CORPORATION,
                            a California Corporation
                        --------------------------------

            The undersigned Robert B. Fougner hereby certifies that:

         ONE:  He is  the  duly  elected  Secretary  of  Cylink  Corporation,  a
California corporation (the "Corporation").

         TWO:  The  Amended  and  Restated  Articles  of  Incorporation  of said
Corporation  are  amended  as  follows:

         Article Third shall be amended in its entirety to read as follows:

                  "THIRD: A. Classes of Stock. This Corporation is authorized to
                  issue two classes of shares,  designated "Preferred Stock" and
                  "Common   Stock."  The  total   number  of  shares  which  the
                  Corporation   is   authorized   to  issue  is  sixty   million
                  (60,000,000)  shares.  Fifty-five million  (55,000,000) shares
                  shall be Common Stock,  $.01 par value,  (the "Common  Stock")
                  and five million  (5,000,000) shares shall be Preferred Stock,
                  $.01 par value (the "Preferred Stock").

                           B.  Preferred  Stock.  The  undesignated   shares  of
                  Preferred  Stock  shall be issued  from time to time in one or
                  more  series.  The Board of  Directors  is hereby  authorized,
                  within  the  limitations  and  restrictions  stated  in  these
                  Articles  of  Incorporation,  to fix or alter  the  individual
                  rights,  dividend  rate,  conversion  rights,  voting  rights,
                  rights  and  terms  of  redemption   (including  sinking  fund
                  provisions),  the redemption price or prices,  the liquidation
                  preference of any wholly unissued  shares of Preferred  Stock,
                  and the number of shares  constituting any such series and the
                  designation  thereof,  or any of  them,  and  to  increase  or
                  decrease the number of shares of any series  subsequent to the
                  issue of shares of that  series,  but not below the  number of
                  shares of such series then outstanding.  In case the number of
                  shares  of  any  series  shall  be so  decreased,  the  shares
                  constituting  such decrease shall resume the status which they
                  had prior to the adoption of the resolution  originally fixing
                  the number of shares of such series."

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CERTIFICATE OF AMENDMENT
OF AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF CYLINK CORPORATION

         THREE:  The foregoing  amendments  of Amended and Restated  Articles of
Incorporation  have  been  duly  approved  by  the  Board  of  Directors  of the
Corporation.

         FOUR:  The  foregoing  amendments  of Amended and Restated  Articles of
Incorporation  were duly  approved  by the  holders of the  requisite  number of
shares of the  Corporation  in accordance  with  Sections 902 of the  California
General Corporation Law; the total number of outstanding shares entitled to vote
with respect to the foregoing  amendment was 30,440,642  shares of Common Stock.
The  number of shares  voting in favor of the  foregoing  amendments  equaled or
exceeded  the  vote  required,  such  required  vote  being  a  majority  of the
outstanding shares of Common Stock.

         IN WITNESS  WHEREOF,  the undersigned have executed this Certificate of
Amendment of Amended and Restated  Articles of Incorporation as of this 17th day
of May, 2000.

                                         /s/ Robert B. Fougner
                                         --------------------------
                                         Robert B. Fougner
                                         Corporate Secretary


         The undersigned certifies under penalty of perjury that he has read the
foregoing   Certificate  of  Amendment  of  Amended  and  Restated  Articles  of
Incorporation and know the contents thereof, and that the statements therein are
true.

         Executed at Santa Clara, California, as of May 17, 2000

                                         /s/ Robert B. Fougner
                                         --------------------------
                                         Robert B. Fougner
                                         Corporate Secretary