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                                       RESTATED

                             CERTIFICATE OF INCORPORATION

                                          OF

                            GENERAL INSTRUMENT CORPORATION

               (Pursuant to Section 245 of the General Corporation Law

                              of the State of Delaware)

          The undersigned, Robert A. Scott, certifies that he is the Senior 
Vice President, Legal and Secretary of General Instrument Corporation, a 
corporation organized and existing under the laws of the State of Delaware 
(the "Corporation"), and does hereby further certify as follows:  

          (1)  The name of the Corporation is General Instrument Corporation.  

          (2)  The Corporation's original Certificate of Incorporation was 
filed with the Secretary of State of the State of Delaware on January 6, 
1997.  The Corporation's original name was NextLevel Systems of Delaware, 
Inc.  A Certificate of Amendment, which changed the Corporation's name to 
NextLevel Systems, Inc., was filed with the Secretary of State of the State 
of Delaware on January 17, 1997.  An Amended and Restated Certificate of 
Incorporation was filed with the Secretary of State of the State of Delaware 
on July 25, 1997.  The Corporation changed its name to General Instrument 
Corporation pursuant to a Certificate of Ownership and Merger which was filed 
with the Secretary of State of the State of Delaware and became effective on 
February 2, 1998.

          (3)  This Restated Certificate of Incorporation, which restates the 
Certificate of Incorporation of the Corporation as heretofore amended, was 
duly adopted by the Board of Directors of the Corporation in accordance with 
Sections 141 and 245 of the General Corporation Law of the State of Delaware 
(the "GCL").  

 
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          (4)  This Restated Certification of Incorporation only restates and 
integrates and does not further amend the provisions of the Corporation's 
Certificate of Incorporation as heretofore amended.  There is no discrepancy 
between the provisions of the Corporation's Certificate of Incorporation as 
heretofore amended and the provisions of this Restated Certificate of 
Incorporation. 

          (5)  Pursuant to Section 103(a) of the GCL, this Restated 
Certificate of Incorporation shall become effective at 8:00 a.m. on June 22, 
1998 (the "Effective Date").  

          (6)  The text of the Certificate of Incorporation of the 
Corporation is restated to read in its entirety as follows:  

               FIRST:  The name of the Corporation is General Instrument 
Corporation.

               SECOND:  The address of the Corporation's registered office in 
the State of Delaware is Corporation Trust Center, 1209 Orange Street in the 
City of Wilmington, County of New Castle, Delaware 19801.  The name of its 
registered agent at such address is The Corporation Trust Company.

               THIRD:  The purpose of the Corporation is to engage in any 
lawful act or activity for which corporations may be organized under the GCL.

               FOURTH:  The total number of shares of all classes of capital 
stock which the Corporation shall have the authority to issue is 420,000,000 
shares divided into two classes of which 20,000,000 shares of par value $.01 
per share shall be designated Preferred Stock and 400,000,000 shares of par 
value $.01 per share shall be designated Common Stock.

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          A.  Common Stock

          1.   Dividends.  Subject to the preferential rights, if any, of the
Preferred Stock, the holders of shares of Common Stock shall be entitled to 
receive, when and if declared by the Board of Directors, out of the assets of 
the Corporation which are by law available therefor, dividends payable either 
in cash, in property, or in shares of Common Stock.

          2.   Voting Rights.  Except as otherwise required by law, at every 
annual or special meeting of stockholders of the Corporation, every holder of 
Common Stock shall be entitled to one vote, in person or by proxy, for each 
share of Common Stock standing in such holder's name on the books of the 
Corporation.

          3.   Liquidation, Dissolution, or Winding Up.  In the event of any
voluntary or involuntary liquidation, dissolution, or winding up of the 
affairs of the Corporation, after payment or provision for payment of the 
debts and other liabilities of the Corporation and of the preferential 
amounts, if any, to which the holders of Preferred Stock shall be entitled, 
the holders of all outstanding shares of Common Stock shall be entitled to 
share ratably in the remaining net assets of the Corporation.

          B.  Preferred Stock

               1.   Issuance.  The Board of Directors of the Corporation is
authorized, subject to limitations prescribed by law, to provide for the 
issuance of shares of Preferred Stock of the Corporation from time to time in 
one or more series, each of which series shall have such distinctive 
designation or title as shall be fixed by the Board of Directors prior to the 
issuance of any shares thereof.  Each such series of Preferred Stock shall 
have such voting powers, full or limited, or no voting powers, and such 
qualifications, limitations or restrictions thereof, as shall be stated in 
such resolution or 

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resolutions providing for the issue of such series of Preferred Stock as may be
adopted from time to time by the Board of Directors prior to the issuance of any
shares thereof pursuant to the authority hereby expressly vested in it, all in
accordance with the laws of the State of Delaware. 

               2.   Amendment.  Except as may otherwise be required by law or 
this Restated Certificate of Incorporation, the terms of any series of 
Preferred Stock may be amended without the consent of the holders of any 
other series of Preferred Stock or of any class of Common Stock of the 
Corporation.

          FIFTH:  The business and affairs of the Corporation shall be 
managed by and under the direction of the Board of Directors.  The Board of 
Directors may exercise all such authority and powers of the Corporation and 
do all such lawful acts and things as are not by statute or this Restated 
Certificate of Incorporation directed or required to be exercised or done by 
the stockholders.

          A.   Number of Directors.  Except as otherwise fixed by or pursuant 
to the provisions of this Restated Certificate of Incorporation relating to 
the rights of the holders of Preferred Stock to elect directors under 
specified circumstances, the number of directors shall be fixed from time to 
time exclusively by the Board of Directors pursuant to a resolution adopted 
by a majority of the then authorized number of directors of the Corporation, 
but in no event shall the number of directors be fewer than three.  No 
director need be a stockholder.


          B.   Classes and Terms of Directors.  The directors shall be 
divided into three classes (I, II and III), as nearly equal in number as 
possible, and no class shall include less than one director.  The initial 
term of office for members of Class I shall expire at the annual meeting of 
stockholders in 1998; the initial term of office for 

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members of Class II shall expire at the annual meeting of stockholders in 
1999; and the initial term of office for members of Class III shall expire at 
the annual meeting of stockholders in 2000.  At each annual meeting of 
stockholders beginning in 1998, directors elected to succeed those directors 
whose terms expire shall be elected for a term of office to expire at the 
third succeeding annual meeting of stockholders after their election, and 
shall continue to hold office until their respective successors are elected 
and qualified.  In the event of any increase in the number of directors fixed 
by the Board of Directors, the additional directors shall be so classified 
that all classes of directors have as nearly equal numbers of directors as 
may be possible.  In the event of any decrease in the number of directors, 
all classes of directors shall be decreased equally as nearly as may be 
possible, but in no case will a decrease in the number of directors shorten 
the term of any incumbent director.

          C.   Newly-Created Directorships and Vacancies.  Subject to the 
rights of the holders of any series of Preferred Stock then outstanding, 
newly created directorships resulting from any increase in the number of 
directors or any vacancies in the Board of Directors resulting from death, 
resignation, retirement, disqualification, removal from office or any other 
cause shall be filled only by a majority of the directors then in office, 
even if less than a quorum is then in office, or by the sole remaining 
director, and shall not be filled by stockholders. Directors elected to fill 
a newly created directorship or other vacancies shall hold office for the 
remainder of the full term of the class of directors in which the new 
directorship was created or the vacancy occurred and until such director's 
successor has been elected and has qualified.

          D.   Removal of Directors.  Subject to the rights of the holders of 
any series of Preferred Stock then outstanding, the directors or any director 
may be removed from office at any time, but only for cause, at a meeting 
called for that purpose, and only by the affirmative vote of the holders of 
at least a majority of the voting power of all 


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issued and outstanding shares of capital stock of the Corporation entitled to 
vote generally in the election of directors, voting together as a single 
class. 

          E.   Rights of Holders of Preferred Stock.  Notwithstanding the 
foregoing provisions of this Article FIFTH, whenever the holders of any one 
or more series of Preferred Stock issued by the Corporation shall have the 
right, voting separately by series, to elect directors at an annual or 
special meeting of stockholders, the election, term of office, filling of 
vacancies and other features of such directorships shall be governed by the 
rights and preferences of such Preferred Stock as set forth in this Restated 
Certificate of Incorporation or in the resolution or resolutions of the Board 
of Directors relating to the issuance of such Preferred Stock, and such 
directors so elected shall not be divided into classes pursuant to this 
Article FIFTH unless expressly provided by such rights and preferences. 

          F.   Written Ballot Not Required.  Elections of directors need not 
be by written ballot unless the By-laws of the Corporation shall otherwise 
provide.

          SIXTH:  To the fullest extent permitted under the law of the State of
Delaware, including the GCL, a director of the Corporation shall not be 
personally liable to the Corporation or its stockholders for damages for any 
breach of fiduciary duty as a director.  No amendment to or repeal of this 
Article SIXTH shall apply to or have any effect on the liability or alleged 
liability of any director of the Corporation for or with respect to any acts 
or omissions of such director occurring prior to such amendment or repeal.  
In the event that the GCL is hereafter amended to permit further elimination 
or limitation of the personal liability of directors, then the liability of a 
director of the Corporation shall be so eliminated or limited to the fullest 
extent permitted by the GCL as so amended without further action by either 
the Board of Directors or the stockholders of the Corporation.

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     SEVENTH:  Each person who was or is made a party or is threatened to be 
made a party to or is involved (including, without limitation, as a witness) 
in any threatened, pending or completed action, suit, arbitration, 
alternative dispute resolution mechanism, investigation, administrative 
hearing or any other proceeding, whether civil, criminal, administrative or 
investigative ("Proceeding"), by reason of the fact that such person (the 
"Indemnitee") is or was a director or officer of the Corporation or is or was 
serving at the request of the Corporation as a director or officer of another 
corporation or of a partnership, joint venture, trust or other enterprise, 
including service with respect to an employee benefit plan, whether the basis 
of such Proceeding is alleged action in an official capacity as a director or 
officer or in any other capacity while serving as such a director or officer, 
shall be indemnified and held harmless by the Corporation to the full extent 
permitted by law, as the same exists or may hereafter be amended (but, in the 
case of any such amendment, only to the extent such amendment permits the 
Corporation to provide broader indemnification rights than said law permitted 
the Corporation to provide prior to such amendment), or by other applicable 
law as then in effect, against all expense, liability, losses and claims 
(including attorneys' fees, judgments, fines, excise taxes under the Employee 
Retirement Income Security Act of 1974, as amended from time to time, 
penalties and amounts to be paid in settlement) actually incurred or suffered 
by such Indemnitee in connection with such Proceeding. 

     EIGHTH:  In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to adopt, repeal, 
alter, amend, or rescind the By-laws of the Corporation.  In addition, the 
By-laws of the Corporation may be adopted, repealed, altered, amended or 
rescinded by the affirmative vote of the holders of at least a majority of 
the voting power of all the issued and outstanding shares of capital stock of 
the Corporation entitled to vote thereon. 

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     NINTH:  The Corporation reserves the right to repeal, alter, amend or 
rescind any provision contained in this Restated Certificate of 
Incorporation, in the manner now or hereafter prescribed by statute, and all 
rights conferred upon stockholders herein are granted subject to this 
reservation.

     
     IN WITNESS WHEREOF, General Instrument Corporation has caused this Restated
Certificate of Incorporation to be signed by Robert A. Scott, its Senior Vice
President, Legal and Secretary, on this 19th day of June, 1998.

                                        GENERAL INSTRUMENT CORPORATION

                                        By:       /s/ Robert A. Scott 
                                                  --------------------
                                                  Robert A. Scott
                                                  Senior Vice President, Legal
                                                  and Secretary

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