Exhibit 3(b)(1)

                           CERTIFICATE OF AMENDMENT TO

                          CERTIFICATE OF INCORPORATION

                                       OF

                            MERRIMAC INDUSTRIES, INC.

To:  The Secretary of State
     State of New Jersey

     Pursuant to the provisions of Sections 14A:9-2(4) and 14A:9-4(3) of the New
Jersey  Business  Corporation  Act,  the  undersigned  corporation  executes the
following  Certificate of Amendment to its  Certificate of  Incorporation  filed
with the Secretary of State on March 8, 1994:

     1. The name of the corporation  (hereinafter  called the  "Corporation") is
Merrimac Industries, Inc.

     2.  The  following  amendment  to the  Certificate  of  Incorporation  (the
"Amendment")  was approved by the Board of Directors of the Corporation on March
5, 1999 and thereafter was duly adopted by the  shareholders  of the Corporation
on June 10, 1999 at the 1999 annual meeting of shareholders of the Corporation:

     RESOLVED,  that the Certificate of  Incorporation of the Corporation be and
it is hereby amended by changing  Article III thereof so that, as amended,  such
Article shall be and shall be read in its entirety as follows:

                                   ARTICLE III
                          Classified Board of Directors

     The  business and affairs of the  Corporation  shall be managed by or under
the  direction  of a Board of  Directors  consisting  of not less than three (3)
directors,  the exact  number of directors  to be  determined  from time to time
exclusively by the Board of Directors by the  affirmative  vote of a majority of
the entire Board. 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


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possible, of one-third of the total number of directors  constituting the entire
Board  of  Directors.  At the  1999  Annual  Meeting  of  Shareholders,  Class I
directors  shall be elected for a one-year  term.  Class II  directors  shall be
elected  for a two-year  term and Class III  directors  shall be  elected  for a
three-year term. At each succeeding annual meeting of shareholders  beginning in
2000,  successors  to the class of  directors  whose term expires at that annual
meeting  shall be elected for a three-year  term.  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 term expires and
until his successor  shall be elected and shall qualify,  subject,  however,  to
prior death, resignation, retirement, disqualification or removal for cause. Any
vacancy  occurring on the Board of Directors,  including  any vacancy  resulting
from an increase in the number of directors,  may be filled by a majority of the
Board of Directors  then in office,  although  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 predecessor.

     Notwithstanding  anything to the  contrary in the  foregoing,  whenever the
holders of any one or more classes or series of stock issued by the  Corporation
shall have the right,  voting  separately by class or series, to elect directors
at an annual or special meeting of shareholders,  the election,  term of office,
filling of vacancies and other features of such directorships  shall be governed
by the  provisions of this  Certificate  of  Incorporation  applicable  thereto,
unless expressly provided otherwise by the resolutions of the Board of Directors
providing for the creation of such class or series.

     3. The total  number  of shares  entitled  to vote on the  adoption  of the
Amendment at the 1999 annual  meeting of  shareholders  of the  Corporation  was
1,736,550.

     4. The  number of shares  voting  for and  against  such  Amendment  was as
follows:

Number of Shares Voting                           Number of Shares Voting
For Amendment                                     Against Amendment

972,950                                           238,312



Dated:  June 11, 1999

        MERRIMAC INDUSTRIES, INC.


        By: /s/ Mason N.Carter
            ------------------
            Name:  Mason N. Carter
            Title: Chairman of the Board, President
                   and Chief Executive Officer



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