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                                                                     EXHIBIT 4.1

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                             ANAREN MICROWAVE, INC.

                 UNDER SECTION 805 OF THE BUSINESS CORPORATION
                          LAW OF THE STATE OF NEW YORK

     The undersigned, Lawrence A. Sala, being the President and Chief Executive
Officer of Anaren Microwave, Inc. (the "Corporation"), certifies that:

          1. The name of the Corporation is Anaren Microwave, Inc. It was formed
     under the name of Micronetics, Inc.

          2. The Certificate of Incorporation of the Corporation was filed by
     the New York Department of State on August 11, 1967.

          3. The Certificate of Incorporation, as previously amended, is hereby
     further amended to add a provision providing for a classified Board of
     Directors and related matters as set forth below.

          4. To effect the foregoing, a new paragraph "EIGHTH" is hereby added
     to the Certificate of Incorporation as follows:

             EIGHTH: The Board of Directors shall be divided into three classes
        as nearly equal in number as possible. Initially, the directors of the
        first class shall serve for a term of one year; the directors of the
        second class for a term of two years; and the directors of the third
        class for a term of three years; and at each annual election the
        successors to the class of directors whose terms shall expire in that
        year shall be elected to hold office for a term of three years, so that
        the term of office of one class of directors shall expire in each year.
        The current directors shall be assigned a designated class as approved
        by the shareholders of the Corporation at the 1999 annual shareholders'
        meeting. When the number of directors is changed, any newly created
        directorships or any decrease in directorships shall be so apportioned
        among the classes so as to make all classes as nearly equal in number as
        possible. When the number of directors is increased by the Board of
        Directors and any newly created directorships are filled by the Board of
        Directors, there shall be no classification of the additional directors
        until the next annual meeting of shareholders. Any or all of the
        directors may be removed from office by the shareholders only for cause
        and only upon the affirmative vote of the holders of outstanding shares
        having not less than seventy-five percent (75%) of the votes entitled to
        be cast in the election of directors.

             The provisions of this Article EIGHTH may only be amended, revised
        or repealed by the affirmative vote of the holders of outstanding shares
        having not less than seventy-five percent (75%) of the votes entitled to
        be cast in the election of directors.

          5. This Amendment was authorized and approved by the Board of
     Directors followed by the affirmative vote of the holders of over a
     majority of all outstanding shares entitled to vote thereon at a meeting of
     the shareholders of the Corporation duly called and held in accordance with
     the New York Business Corporation Law.
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     IN WITNESS WHEREOF, the undersigned has signed this Certificate of
Amendment of the Certificate of Incorporation this 31st day of January, 2000,
and affirms that the statements contained herein are true under penalties of
perjury.

                                          /s/ LAWRENCE A. SALA
                                          --------------------------------------
                                          Lawrence A. Sala
                                          President and Chief Executive Officer