FILED 98 DEC 24   PM 12:42
SECRETARY OF STATE
TALLAHASSEE, FLORIDA

                              ARTICLES OF AMENDMENT

                                       OF

                            ARTICLES OF INCORPORATION

                                       OF

                           ARTESYN TECHNOLOGIES, INC.


         Pursuant to the provisions of the Florida Business Corporation
                         Act, Artesyn Technologies, Inc.
                    (the "Corporation") does hereby amend its
                            Articles of Incorporation

                              ---------------------



         1.  The name of the Corporation is Artesyn Technologies, Inc.

         2. Article III of the Articles of Incorporation of the Corporation,  as
heretofore  amended,  relating  to the  authorized  shares  of the  Corporation,
provides,  that the  authorized  preferred  stock,  par  value  $.01  per  share
("Preferred  Stock"),  of the Corporation may be issued from time to time in one
or  more  series  with  such  distinctive  designations  as may be  stated  in a
resolution  providing  for the  issue  of such  stock  adopted  by the  Board of
Directors  of the  Corporation  (the  "Board").  The Board,  on October 22, 1998
adopted  the  following  resolution  creating  a Series  A Junior  Participating
Preferred Stock:

                  "RESOLVED, that pursuant to authority conferred upon the Board
         of  Directors  (the  "Board)  of the  Corporation  by its  Articles  of
         Incorporation,  a series of preferred  stock,  par value $.01 per share
         ("Preferred  Stock"),  of the  Corporation is hereby  created,  and the
         designation  and amount thereof and the voting powers,  preferences and
         relative, participating, optional or other special rights of the shares
         of such series,  and the  qualifications,  limitations or  restrictions
         thereof, are as follows:

               Section 1.  Designation and Number of Shares.  The shares of such
         series shall be designated as "Series A Junior Participating  Preferred
         Stock"  ("Series A Preferred  Stock").  The number of shares  initially
         constituting  the Series A Stock shall be 451,376;  provided,  however,
         that,  if more than a total of  451,376  shares  of Series A  Preferred
         Stock shall be at any time  issuable upon the exercise of the preferred
         share purchase rights (the "Rights") issued pursuant to the Amended and
         Restated Rights Agreement,  dated as of November 21, 1998,  between the
         Corporation  and The Bank of New York, as Rights Agent, as amended from
         time to time (the "Rights Agreement"),  the Board, by resolution, shall
         direct that articles of amendment be properly executed on behalf of the
         Corporation  and filed with the Florida  Department of State to provide
         for the total number of shares of Series A Preferred  Stock  authorized
         to be  issued to be  increased  (to the  extent  that the  Articles  of
         Incorporation  then  permits)  to the  largest  number of whole  shares
         (rounded up to the nearest whole number) then issuable upon exercise of
         such  Rights;  and  provided  further that such number of shares may be
         decreased by resolution of the Board (which  decrease shall be effected
         by articles of amendment  properly  executed and filed with the Florida
         Department of State),  but no such decrease  shall reduce the number of
         shares of Series A Preferred  Stock to a number of shares less than the
         number of shares then  outstanding  plus the number of shares  reserved
         for  issuance  upon the  exercise  of  outstanding  options,  rights or
         warrants or upon the conversion of any outstanding securities issued by
         the Corporation convertible into Series A Preferred Stock.

               Section 2. Dividends and Distributions.

               (a)  Subject  to the  rights of the  holders of any shares of any
         series of  Preferred  Stock (or any similar  stock)  ranking  prior and
         superior to the Series A Preferred Stock with respect to dividends, the
         holders of shares of Series A Preferred  Stock,  in  preference  to the
         holders  of  Common  Stock  and of any  other  junior  stock,  shall be
         entitled to receive, when, as and if declared by the Board of Directors
         out of funds  legally  available for the purpose,  quarterly  dividends
         payable in cash on the first day of March, June, September and December
         in each year (each such date being  referred to herein as a  "Quarterly
         Dividend  Payment Date"),  commencing on the first  Quarterly  Dividend
         Payment Date after the first issuance of a share or fraction of a share
         of Series A  Preferred  Stock,  in an amount per share  (rounded to the
         nearest  cent) equal to the greater of (i) $1.00 or (ii) subject to the
         provision for adjustment hereinafter set forth, 100 times the aggregate
         per share amount of all cash dividends, and 100 times the aggregate per
         share  amount  (payable  in kind) of all  non-cash  dividends  or other
         distributions,  other than a dividend payable in shares of Common Stock
         or a  subdivision  of  the  outstanding  shares  of  Common  Stock  (by
         reclassification or otherwise),  declared on the Common Stock since the
         immediately  preceding Quarterly Dividend Payment Date or, with respect
         to the first Quarterly  Dividend Payment Date, since the first issuance
         of any share or fraction of a share of Series A Preferred Stock. In the
         event the Corporation  shall at any time declare or pay any dividend on
         the  Common  Stock  payable  in  shares of  Common  Stock,  or effect a
         subdivision or combination or consolidation  of the outstanding  shares
         of Common Stock (by  reclassification or otherwise than by payment of a
         dividend in shares of Common  Stock) into a greater or lesser number of
         shares of Common Stock,  then,  in each such case,  the amount to which
         holders of shares of Series A Preferred Stock were entitled immediately
         prior to such event under clause (ii) of the preceding  sentence  shall
         be adjusted by multiplying such amount by a fraction,  the numerator of
         which is the number of shares of Common Stock  outstanding  immediately
         after such event,  and the denominator of which is the number of shares
         of Common Stock that were outstanding immediately prior to such event.

               (b) The  Corporation  shall declare a dividend or distribution on
         the Series A  Preferred  Stock as  provided  in  paragraph  (a) of this
         Section 2 immediately  after it declares a dividend or  distribution on
         the Common  Stock  (other  than a dividend  payable in shares of Common
         Stock);  provided that, in the event no dividend or distribution  shall
         have been  declared on the Common Stock  during the period  between any
         Quarterly  Dividend  Payment  Date  and the next  subsequent  Quarterly
         Dividend  Payment  Date,  a dividend of $1.00 per share on the Series A
         Preferred  Stock  shall  nevertheless  be  payable  on such  subsequent
         Quarterly Dividend Payment Date.

               (c)  Dividends  shall  begin  to  accrue  and  be  cumulative  on
         outstanding  shares  of Series A  Preferred  Stock  from the  Quarterly
         Dividend  Payment Date next preceding the date of issue of such shares,
         unless the date of issue of such shares is prior to the record date for
         the first Quarterly  Dividend  Payment Date, in which case dividends on
         such  shares  shall  begin  to  accrue  from  the date of issue of such
         shares,  or unless the date of issue is a  Quarterly  Dividend  Payment
         Date or is a date  after  the  record  date  for the  determination  of
         holders of shares of Series A  Preferred  Stock  entitled  to receive a
         quarterly  dividend and before such Quarterly Dividend Payment Date, in
         either of which  events  such  dividends  shall  begin to accrue and be
         cumulative  from such  Quarterly  Dividend  Payment  Date.  Accrued but
         unpaid dividends shall not bear interest.  Dividends paid on the shares
         of Series A Preferred  Stock in an amount less than the total amount of
         such  dividends at the time accrued and payable on such shares shall be
         allocated pro rata on a  share-by-share  basis among all such shares at
         the  time  outstanding.  The  Board  may  fix a  record  date  for  the
         determination of holders of shares of Series A Preferred Stock entitled
         to receive  payment of a dividend  or  distribution  declared  thereon,
         which  record  date  shall be not more  than 60 days  prior to the date
         fixed for the payment thereof.

               Section  3.  Voting  Rights.  The  holders  of shares of Series A
         Preferred Stock shall have the following voting rights:

               (a)  Subject to the  provision  for  adjustment  hereinafter  set
         forth,  each share of Series A Preferred Stock shall entitle the holder
         thereof  to  100  votes  on all  matters  submitted  to a  vote  of the
         stockholders of the Corporation.  In the event the Corporation shall at
         any time  declare or pay any  dividend on the Common  Stock  payable in
         shares of Common  Stock,  or effect a  subdivision  or  combination  or
         consolidation   of  the   outstanding   shares  of  Common   Stock  (by
         reclassification  or otherwise  than by payment of a dividend in shares
         of Common  Stock)  into a greater or lesser  number of shares of Common
         Stock,  then in each such  case the  number of votes per share to which
         holders of shares of Series A Preferred Stock were entitled immediately
         prior to such event shall be adjusted by  multiplying  such number by a
         fraction,  the  numerator  of which is the  number  of shares of Common
         Stock outstanding  immediately after such event, and the denominator of
         which is the  number of shares of Common  Stock  that were  outstanding
         immediately prior to such event.

               (b) Except as otherwise  provided herein or in any other articles
         of amendment  creating a series of Preferred Stock or any similar stock
         or by law,  the holders of shares of Series A  Preferred  Stock and the
         holders of shares of Common  Stock and any other  capital  stock of the
         Corporation  having  general  voting  rights shall vote together as one
         class  on all  matters  submitted  to a  vote  of  stockholders  of the
         Corporation.

               (c) Except as set forth herein, or as otherwise  provided by law,
         holders of Series A Preferred Stock shall have no special voting rights
         and their consent shall not be required  (except to the extent they are
         entitled to vote with holders of Common Stock as set forth  herein) for
         taking any corporate action.


             Section 4. Certain Restrictions.

               (a)  Whenever   quarterly   dividends   or  other   dividends  or
         distributions  payable on the Series A  Preferred  Stock as provided in
         Section 2 are in arrears,  thereafter  and until all accrued and unpaid
         dividends  and  distributions,  whether or not  declared,  on shares of
         Series A Preferred Stock  outstanding shall have been paid in full, the
         Corporation shall not:

               (i) declare or pay dividends, or make any other distributions, on
         any shares of stock  ranking  junior  (either as to  dividends  or upon
         liquidation,  dissolution  or  winding  up) to the  Series A  Preferred
         Stock;

               (ii) declare or pay dividends,  or make any other  distributions,
         on any shares of stock  ranking on a parity  (either as to dividends or
         upon  liquidation,  dissolution  or  winding  up)  with  the  Series  A
         Preferred  Stock,  except  dividends  paid  ratably  on  the  Series  A
         Preferred  Stock  and all such  parity  stock on  which  dividends  are
         payable or in arrears in  proportion  to the total amounts to which the
         holders of all such shares are then entitled;

               (iii) redeem or purchase or otherwise  acquire for  consideration
         shares of any stock  ranking  junior  (either as to  dividends  or upon
         liquidation,  dissolution  or  winding  up) to the  Series A  Preferred
         Stock,  provided that the Corporation may at any time redeem,  purchase
         or  otherwise  acquire  shares of any such junior stock in exchange for
         shares of any stock of the  Corporation  ranking  junior  (either as to
         dividends or upon dissolution, liquidation or winding up) to the Series
         A Preferred Stock; or

               (iv) redeem or purchase or  otherwise  acquire for  consideration
         any shares of Series A Preferred  Stock, or any shares of stock ranking
         on a parity with the Series A  Preferred  Stock,  except in  accordance
         with a purchase offer made in writing or by publication  (as determined
         by the  Board) to all  holders  of such  shares  upon such terms as the
         Board, after  consideration of the respective annual dividend rates and
         other relative  rights and  preferences  of the  respective  series and
         classes,  shall  determine  in good  faith  will  result  in  fair  and
         equitable treatment among the respective series or classes.


               (b) The  Corporation  shall  not  permit  any  subsidiary  of the
         Corporation  to purchase or  otherwise  acquire for  consideration  any
         shares of stock of the Corporation  unless the Corporation could, under
         this Section  4(a),  purchase or otherwise  acquire such shares at such
         time and in such manner.

                  Section 5. Reacquired Shares. Any shares of Series A Preferred
         Stock purchased or otherwise  acquired by the Corporation in any manner
         whatsoever   shall,  be  retired  and  cancelled   promptly  after  the
         acquisition  thereof.  All such shares shall, upon their  cancellation,
         become  authorized  but unissued  shares of Preferred  Stock and may be
         reissued  as part of a new  series of  Preferred  Stock  subject to the
         conditions  and  restrictions  on  issuance  set forth  herein,  in the
         Articles  of  Incorporation  or in  any  other  articles  of  amendment
         creating  a  series  of  Preferred  Stock  or any  similar  stock or as
         otherwise required by law.

                    Section 6. Liquidation,  Dissolution or Winding Up. Upon any
         liquidation,   dissolution  or  winding  up  of  the  Corporation,   no
         distribution  shall  be made  (1) to the  holders  of  shares  of stock
         ranking junior (either as to dividends or upon liquidation, dissolution
         or winding up) to the Series A Preferred  Stock unless,  prior thereto,
         the holders of shares of Series A Preferred  Stock shall have  received
         an amount  equal to accrued  and  unpaid  dividends  and  distributions
         thereon,  whether or not declared, to the date of such payment, plus an
         amount  equal to the greater of $100 per share or an  aggregate  amount
         per share equal to 100 times the aggregate amount to be distributed per
         share to holders of shares of Common  Stock,  or (2) to the  holders of
         shares of stock  ranking on a parity  (either as to  dividends  or upon
         liquidation,  dissolution  or winding  up) with the Series A  Preferred
         Stock,  except  distributions  made  ratably on the Series A  Preferred
         Stock and all such parity stock in  proportion  to the total amounts to
         which  the  holders  of  all  such  shares  are   entitled   upon  such
         liquidation,  dissolution or winding up; provided, however, that in the
         event the Corporation  shall at any time declare or pay any dividend on
         the  Common  Stock  payable  in  shares of  Common  Stock,  or effect a
         subdivision or combination or consolidation  of the outstanding  shares
         of Common Stock (by  reclassification or otherwise than by payment of a
         dividend in shares of Common  Stock) into a greater or lesser number of
         shares of Common Stock,  then, in each such case, the aggregate  amount
         to which  holders of shares of Series A Preferred  Stock were  entitled
         immediately prior to such event shall be adjusted by multiplying  such 
         amount by a fraction, the numerator of which is the number of shares of
         Common  Stock  outstanding   immediately  after  such  event,  and  the
         denominator  of which is the number of shares of Common Stock that were
         outstanding immediately prior to such event.

                    Section  7.   Consolidation,   Merger,   etc.  In  case  the
         Corporation shall enter into any consolidation,  merger, combination or
         other transaction in which the shares of Common Stock are exchanged for
         or  changed  into  other  stock or  securities,  cash  and/or any other
         property,  then,  in any such case,  each  share of Series A  Preferred
         Stock shall at the same time be similarly  exchanged or changed into an
         amount per share,  subject to the provision for adjustment  hereinafter
         set  forth,   equal  to  100  times  the  aggregate  amount  of  stock,
         securities,  cash and/or any other property  (payable in kind),  as the
         case may be,  into  which or for which  each  share of Common  Stock is
         changed or exchanged.  In the event the  Corporation  shall at any time
         declare or pay any  dividend on the Common  Stock  payable in shares of
         Common Stock,  or effect a subdivision or combination or  consolidation
         of the  outstanding  shares of Common  Stock  (by  reclassification  or
         otherwise than by payment of a dividend in shares of Common Stock) into
         a greater or lesser number of shares of Common Stock, then in each such
         case the amount set forth in the preceding sentence with respect to the
         exchange  or change of shares  of  Series A  Preferred  Stock  shall be
         adjusted by  multiplying  such amount by a fraction,  the  numerator of
         which is the number of shares of Common Stock  outstanding  immediately
         after such event,  and the denominator of which is the number of shares
         of Common Stock that were outstanding immediately prior to such event.

                    Section 8.   No Redemption. The shares of Series
         A Preferred Stock shall not be redeemable.

                    Section 9. Rank.  The Series A  Preferred  Stock shall rank,
         with respect to the payment of dividends and the distribution of assets
         upon liquidation, dissolution or winding up of the Corporation, whether
         voluntary   or   involuntary,   junior  to  all  other  series  of  the
         Corporation's Preferred Stock.

                    Section   10.  The   Articles   of   Incorporation   of  the
         Corporation,  as amended  hereby,  shall not be further  amended in any
         manner which would materially  alter or change the powers,  preferences
         or special rights of the Series A Preferred  Stock so as to affect them
         adversely without the affirmative vote of the holders of at least two-
         thirds of the outstanding  shares of Series A Preferred  Stock,  voting
         together as a single class."

                  3. The  amendment was duly adopted by the Board on October 22,
1998 without  shareholder action and shareholder action was not required for the
adoption of such amendment.




Executed on December 22, 1998

                                      ARTESYN TECHNOLOGIES, INC.



                                      By Stephen A. Ollendorff
                                         -------------------------
                                         Stephen A. Ollendorff,
                                           a Director