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

     The undersigned Harold D. Yang and Robert Fougner hereby certify that:

         ONE: They are the duly elected and acting Vice President and Secretary,
respectively,   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  forty  five  million
                  (45,000,000)  shares.  Forty million (40,000,000) 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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         Article Sixth shall be added to read as follows:

                  "SIXTH: A. Date Effective. This Article shall become effective
                  only when the Corporation shall become a "listed  corporation"
                  within  the  meaning  of Section  301.5(d)  of the  California
                  Corporations Code.

                           B. No Cumulative Voting. The election of directors by
                  the shareholders  shall not be by cumulative  voting.  At each
                  election of directors by the  shareholders,  each  shareholder
                  entitled  to  vote  may  vote  all  the  shares  held  by that
                  shareholder  for each of several  nominees  for director up to
                  the number of directors to be elected. The shareholder may not
                  cast more  votes for any  single  nominee  than the  number of
                  shares held by that shareholder."

         Article Seventh shall be added to read as follows:

                  "SEVENTH:  A.  Date  Effective.   This  Article  shall  become
                  effective  only when the  Corporation  shall  become a "listed
                  corporation"  within the  meaning of Section  301.5(d)  of the
                  California Corporations Code.

                           B. Classified Board of Directors.  For so long as the
                  board of directors  consists of at least nine  directors,  the
                  directors  shall be  divided  into three  classes,  designated
                  Class I, Class II and Class III. Each class shall consist,  as
                  nearly as may be  possible,  of  one-third  (1/3) of the total
                  number  of   directors   constituting   the  entire  Board  of
                  Directors.  The initial  classes  shall be elected as follows:
                  Class I directors shall be elected for a one-year term,  Class
                  II directors for a two-year term and Class III directors for a
                  three-year   term.  At  each  succeeding   annual  meeting  of
                  shareholders,  successors to the class of directors whose term
                  expires at the annual meeting of shareholders shall be elected
                  for three-year  terms.  If the number of directors is changed,
                  any  increase  or  decrease  shall be elected  for  three-year
                  terms. If the number of directors is changed,  any increase or
                  decrease  shall be  apportioned  among  the  classes  so as to
                  maintain the number of directors in each class as nearly equal
                  as possible,  and any additional director of any class elected
                  to fill a vacancy  resulting  from an  increase  in such class
                  shall  hold  office for a term that  shall  coincide  with the
                  remaining  term of that class,  but in no case will a decrease
                  in the number of directors  shorten the term of any  incumbent
                  director.  A  director  shall  hold  office  until the  annual
                  meeting  for the year in which  his or her  term  expires  and
                  until his or her successor shall be elected and shall qualify,
                  subject,  however,  to prior death,  resignation,  retirement,
                  disqualification  or removal from office.  Except as otherwise
                  required by law,  any vacancy on the Board of  Directors  that
                  results  from an increase in the number of  directors  and any
                  other  vacancy  occurring in the


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                  Board  of  Directors  shall be  filled  by a  majority  of the
                  directors then in office,  even if less than a quorum, or by a
                  sole  remaining  director.  Any  director  elected  to  fill a
                  vacancy  not  resulting  from an  increase  in the  number  of
                  directors shall have the same remaining term as that of his or
                  her predecessor."

         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 19,029,490  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.


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         IN WITNESS  WHEREOF,  the undersigned have executed this Certificate of
Amendment  of Amended and  Restated  Articles of  Incorporation  this 9th day of
February, 1996.

                                            /s/ Harold S. Yang
                                            --------------------------------
                                            Harold S. Yang,
                                            Vice President


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