CERTIFICATE OF INCORPORATION

                                       OF

                               Aura Systems, Inc.

     FIRST. The name of this corporation shall be:

                               AURA SYSTEMS, INC.

     SECOND:  Its registered office in the State of Delaware is to be located at
1013 Centre Road, in the City of Wilmington, County of New Castle 19805, and its
registered agent at such address is CORPORATION SERVICE COMPANY.

     THIRD. The purpose or purposes of the corporation shall be:

     To engage in any  lawful  act or  activity  for which  corporations  may be
organized under the General Corporation Law of Delaware.

     FOURTH.  The total  number of shares of stock  which  this  corporation  is
authorized  to issue is: One  Hundred  Million  (100,000,000)  shares of the par
value of $.005 each, amounting to Five Hundred Thousand Dollars ($500,000.00).

     FIFTH. The name and mailing address of the incorporator is as follows:

                                    JANE S. KRAYER
                                    Corporation Service Company
                                    1013 Centre Road
                                    Wilmington, Delaware 19805

     SIXTH.  The Board of  Directors  shall  have the  power to adopt,  amend or
repeal the by-laws.

     SEVENTH.  No director shall be personally  liable to the Corporation or its
stockholders  for  monetary  damages  for any breach of  fiduciary  duty by such
director as a director. Notwithstanding the foregoing sentence, a director shall
be liable to the  extent  provided  by  applicable  law,  (i) for  breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation of law, (iii) pursuant to Section 174 of the Delaware General
Corporation Law or (iv) for any transaction  from which the director  derived an
improper  personal  benefit.  No amendment to or repeal of this Article  Seventh
shall apply to or have any effect on the  liability or alleged  liability of any
director of the  Corporation  for or with  respect to acts or  omissions of such
director occurring prior to such amendment.

     IN WITNESS WHEREOF,  The undersigned,  being the incorporator  hereinbefore
named, has executed,  signed and acknowledged  this certificate of incorporation
this second day of March, A.D. 1987

                           /s/ Jane S. Krayer
                  -----------------------------------------------------
                                    Jane S. Krayer
                                    Incorporator


<PAGE>


                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                               AURA SYSTEMS, INC.

               (Under Section 242 of the General Corporation Law)

AURA  SYSTEMS,  Inc., a  corporation  organized  and existing  under the General
Corporation  Law of the  State of  Delaware  (the  "Corporation"),  does  hereby
certify that:

FIRST: The name of the Corporation is AURA SYSTEMS, INC.

SECOND: The Certificate of Incorporation of the Corporation is hereby amended by
striking out Article  "FOURTH"  thereof in its entirety and by  substituting  in
lieu of said Article the following provisions:

"FOURTH".  The  total  number  of  shares of stock  which  this  corporation  is
authorized to issue is: Five Hundred Ten Million (510,000,000) shares of the par
value of $.005  each,  amounting  to Two Million  Five  Hundred  Fifty  Thousand
Dollars  ($2,550,000.00),  of which Five Hundred  Million  (500,000,000)  shares
shall be Common  Stock and Ten Million  (10,000,000)  Shares  shall be Preferred
Stock. The Preferred Stock shall have such  designations,  powers,  preferences,
rights, qualifications, limitations and restrictions permitted under the General
Corporation  Law of the State of Delaware  which the Board of  Directors  of the
Corporation my fix by resolution.

THIRD:  The Amendment to the Certificate of  Incorporation  herein certified has
been duly adopted in accordance  with the  provisions of Sections 222 and 242 of
the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned have executed this Certificate this 7th
day of March, 2000.

                                /s/ Zvi Kurtzman
                                -----------------
                                Zvi (Harry) Kurtzman, Chairman of
                                The Board and Chief Executive Officer

ATTEST:

/s/ Michael Froch
Michael I. Froch, Secretary


<PAGE>


                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                               AURA SYSTEMS, INC.

               (Under Section 242 of the General Corporation Law)



AURA  SYSTEMS,  INC., a  corporation  organized  and existing  under the General
Corporation  Law of the  State of  Delaware  (the  "Corporation"),  does  hereby
certify that:

FIRST: The name of the Corporation is AURA SYSTEMS, INC.

SECOND: The Certificate of Incorporation of the Corporation is hereby amended by
striking out Article  "FOURTH"  thereof in its entirety and by  substituting  in
lieu of said Article the following provisions:

"FOURTH".  The  total  number  of  shares of stock  which  this  corporation  is
authorized  to issue is: Two  Hundred  Million  (200,000,000)  shares of the par
value of $.005 each, amounting to One Million Dollars ($1,000,000.00).

THIRD:  The Amendment to the Certificate of  Incorporation  herein certified has
been duly adopted in accordance  with the  provisions of Sections 222 and 242 of
the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF,  the undersigned has executed this Certificate this 17th day
of September, 1997.

                                   /s/ Zvi Kurtzman
                                   --------------------
                                   Zvi (Harry) Kurtzman, Chairman of
                                   the Board and Chief Executive Officer

ATTEST:

/s/ Michael I. Froch
------------------------------------