Exhibit 4.1



                           GENERAL SEMICONDUCTOR, INC.
                     CERTIFICATE OF DESIGNATION, PREFERENCES
                   AND RIGHTS OF SERIES A JUNIOR PARTICIPATING
                                 PREFERRED STOCK

                            (Pursuant to Section 151
            of the General Corporation Law of the State of Delaware)


     I, Stephen B. Paige,  Senior Vice President,  General Counsel and Secretary
of General  Semiconductor,  Inc., a corporation organized and existing under the
General  Corporation  Law of the  State  of  Delaware  (the  "Corporation"),  in
accordance with the provisions of Section 103 thereof, do hereby certify:

     That pursuant to the authority conferred upon the Board of Directors by the
Corporation's   Restated  and  Amended   Certificate   of   Incorporation   (the
"Certificate  of  Incorporation"),  the Board of  Directors  on January 6, 1997,
adopted  the  following  resolution  creating  a series  of  400,000  shares  of
Preferred Stock designated as Series A Junior Participating Preferred Stock:

     WHEREAS, the Certificate of Incorporation  provides that the Corporation is
authorized  to issue  20,000,000  shares of preferred  stock,  none of which are
outstanding, now therefore it is.

     RESOLVED,  that pursuant to the authority  vested in the Board of Directors
of the  Corporation by Article FOURTH of the  Certificate  of  Incorporation,  a
series of Preferred  Stock of the  Corporation be, and it hereby is, created out
of the authorized but unissued  shares of the capital stock of the  Corporation,
such series to be designated Series A Junior Participating  Preferred Stock (the
"Participating  Preferred Stock"), to consist of four hundred thousand (400,000)
shares,  par value $.01 per share,  of which the  preferences  and  relative and
other rights, and the qualifications, limitations or restrictions thereof, shall
be as follows:

     1.  Future Increase or Decrease.

     Subject of paragraph 4(e) of this resolution,  the number of shares of said
series may at any time or from time to time be  increased  or  decreased  by the
Board of Directors notwithstanding that shares of such series may be outstanding
at such time of increase or decrease.

     2. Dividend Rate.

     (a) The  holders  of  shares  of  Participating  Preferred  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 each November, February, May and August 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 Participating Preferred Stock, in an amount
per share  (rounded to the nearest  cent) equal to the greater of  (a) $10.00 or
(b) 1,000  times the aggregate per share amount of all cash  dividends and 1,000
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,  par value $.01 per share,  of the
Corporation  (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
Participating Preferred Stock.

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     (b) On or after the first  issuance  of any  share or  fractional  share of
Participating  Preferred  Stock,  no dividend on Common  Stock shall be declared
unless  concurrently  therewith  a dividend or  distribution  is declared on the
Participating  Preferred  Stock as  provided  in  paragraph  (a) above;  and the
declaration  of any  such  dividend  on the  Common  Stock  shall  be  expressly
conditioned  upon payment or  declaration of and provision for a dividend on the
Participating  Preferred  Stock as above  provided.  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 $10.00  per share on the  Participating
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 Participating  Preferred Stock from the Quarterly  Dividend Payment Date next
preceding  the date of issue of such shares of  Participating  Preferred  Stock,
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  Participating  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.  The Board of Directors may fix a record date
for the  determination  of holders of shares of  Participating  Preferred  Stock
entitled to receive payment of a dividend distribution  declared thereon,  which
record  date  shall be no more  than 30 days  prior to the  date  fixed  for the
payment thereof.

     3.  Dissolution, Liquidation and Winding Up.

     In the event of any voluntary or  involuntary  dissolution,  liquidation or
winding  up of the  affairs of the  Corporation  (hereinafter  referred  to as a
"Liquidation"),  the holders of  Participating  Preferred Stock shall receive at
least  $100.00 per share,  plus an amount equal to accrued and unpaid  dividends
and distributions thereon, whether or not declared, to the date of such payment,
provided that the holders of shares of  Participating  Preferred  Stock shall be
entitled to receive at least an aggregate  amount per share equal to 1,000 times
the aggregate amount to be distributed per share to holders of Common Stock (the
"Participating Preferred Liquidation Preference").

     4. Voting Rights.  

     The  holders  of shares of  Participating  Preferred  Stock  shall have the
following voting rights:

     (a) Each share of  Participating  Preferred  Stock shall entitle the holder
thereof to one thousand (1,000)  votes on all matters submitted to a vote of the
stockholders of the Corporation.

     (b) Except as otherwise  provided  herein,  or by law, the  Certificate  of
Incorporation  or the  Amended  and  Restated  By-laws of the  Corporation  (the
"By-laws"),  the  holders  of shares of  Participating  Preferred  Stock and the
holders  of shares of  Common  Stock  shall  vote  together  as one class on all
matters submitted to a vote of stockholders of the Corporation.

     (c) If and whenever dividends on the Participating Preferred Stock shall be
in arrears in an amount equal to six quarterly  dividend  payments,  then and in
such event the holders of the Participating  Preferred Stock,  voting separately
as a class  (subject to the  provisions  of  subparagraph (d)  below),  shall be
entitled  at the next  annual  meeting  of the  stockholders  or at any  special
meeting to elect two (2) directors.  Each share of Participating Preferred Stock
shall be entitled to one vote,  and holders of fractional  shares shall have the
right  to  a  fractional  vote.  Upon  election,  such  directors  shall  become
additional  directors of the Corporation and the authorized  number of directors
of the Corporation shall thereupon be automatically  increased by such number of
directors.  Such right of the holders of Participating  Preferred Stock to elect
directors may be exercised  until all dividends in default on the  Participating
Preferred  Stock  shall have been paid in full,  and  dividends  for the current
dividend period declared and funds therefor set apart,  and when so paid and set
apart, the right of the holders of  Participating  Preferred Stock to elect such
number of directors  shall cease,  the term of such  directors  shall  thereupon
terminate,  and the  authorized  number of  directors of the  Corporation  shall
thereupon return to the number of authorized  directors otherwise in effect, but
subject  always to the same  provisions  for the vesting of such special  voting
rights in the case of any such future  dividend  default or  defaults.  The fact
that  dividends  have  been  paid and set  apart as  required  by the  preceding
sentence  shall be evidenced by a certificate  executed by the President and the
chief  financial  officer  of the  Corporation  and  delivered  to the  Board of
Directors.  The directors so elected by holders of Participating Preferred Stock
shall serve until the certificate described in the preceding sentence shall have
been  delivered to the Board of Directors or until their  respective  successors
shall be elected or appointed and qualify.

<PAGE>


     At any time  when such  special  voting  rights  have been so vested in the
holders of the  Participating  Preferred Stock, the Secretary of the Corporation
may, and upon the written request of the holders of record of 10% or more of the
number of shares of the Participating Preferred Stock then outstanding addressed
to such  Secretary at the principal  office of the  Corporation  in the State of
Illinois,  shall,  call a special  meeting of the  holders of the  Participating
Preferred  Stock for the  election  of the  directors  to be  elected by them as
hereinabove  provided,  to be held in the case of such  written  request  within
forty (40) days after delivery of such request, and in either case to be held at
the  place  and  upon  the  notice  provided  by law and in the  By-laws  of the
Corporation for the holding of meetings of stockholders; provided, however, that
the Secretary  shall not be required to call such a special  meeting  (i) if any
such request is received  less than  ninety (90)  days before the date fixed for
the next ensuing  annual or special  meeting of  stockholders  or (ii) if at the
time any such request is received, the holders of Participating  Preferred Stock
are not entitled to elect such directors by reason of the occurrence of an event
specified in the third sentence of subparagraph (d) below.

     (d) if, at any time when the holders of  Participating  Preferred Stock are
entitled  to  elect  directors  pursuant  to the  foregoing  provisions  of this
paragraph 4, the holders of any one or more additional series of Preferred Stock
are entitled to elect  directors by reason of any default or event  specified in
the Certificate of Incorporation, as in effect at the time of the certificate of
designation for such series,  and if the terms for such other additional  series
so permit,  the voting  rights of the two or more series  then  entitled to vote
shall be combined (with each series having a number of votes proportional to the
aggregate  liquidation  preference of its outstanding shares). In such case, the
holders  of  Participating  Preferred  Stock and of all such other  series  then
entitled  so to vote,  voting as a class,  shall  elect such  directors.  If the
holders  of any such other  series  have  elected  such  directors  prior to the
happening  of the  default or event  permitting  the  holders  of  Participating
Preferred  Stock to elect  directors,  or prior  to a  written  request  for the
holding of a special  meeting being received by the Secretary of the Corporation
from  the  holders  of not  less  than 10% of the  then  outstanding  shares  of
Participating Preferred Stock, then such directors so previously elected will be
deemed to have been  elected by and on behalf of the  holders  of  Participating
Preferred Stock as well as such other series,  without prejudice to the right of
the  holders of  Participating  Preferred  Stock to vote for  directors  if such
previously  elected directors shall resign,  cease to serve or fail to stand for
reelection  while the holders of  Participating  Preferred Stock are entitled to
vote. If the holders of any such other series are entitled to elect in excess of
two (2)  directors,  the Participating  Preferred Stock shall not participate in
the election of more than  two (2) such  directors,  and those  directors  whose
terms first expire shall be deemed to be the directors elected by the holders of
Participating Preferred Stock; provided that, if at the expiration of such terms
the  holders  of  Participating  Preferred  Stock  are  entitled  to vote in the
election of directors  pursuant to the provisions of this paragraph 4,  then the
Secretary  of the  Corporation  shall call a meeting  (which  meeting may be the
annual   meeting   or   special   meeting  of   stockholders   referred   to  in
subparagraph (c)) of holders of Participating Preferred Stock for the purpose of
electing  replacement  directors  (in  accordance  with the  provisions  of this
paragraph 4)  to be held on or prior to the time of  expiration  of the expiring
terms referred to above.

     (e)  Except  as  otherwise  set  forth  herein  or  required  by  law,  the
Certificate of Incorporation or the By-laws,  holders of Participating 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 the taking of any corporate action. No consent of
the holders of outstanding  shares of Participating  Preferred Stock at any time
outstanding  shall be  required  in order to permit the Board of  Directors  to:
(i) increase the number of authorized shares of Participating Preferred Stock or
to decrease such number to a number not below the sum of the number of shares of
Participating  Preferred  Stock then  outstanding  and the number of shares with
respect to which there are  outstanding  rights to  purchase;  or (ii) to  issue
Preferred Stock which is senior to the Participating  Preferred Stock, junior to
the  Participating  Preferred  Stock  or  on a  parity  with  the  Participating
Preferred Stock.

     5. Redemption.

     The shares of Participating Preferred Stock shall not be redeemable.

     6. Conversion Rights.

     The  Participating  Preferred Stock is not convertible into Common Stock or
any other security of the Corporation.

     IN WITNESS WHEREOF, the undersigned Senior Vice President,  General Counsel
and Secretary of the Corporation declares under penalty or perjury the truth, to
the best of his knowledge,  of this Certificate of Designation,  Preferences and
Rights of Series A Junior Participating Preferred Stock.

     Executed this 25th day of July, 1997 in Melville, New York



                                        By:   /s/ Stephen B. Paige
                                              Stephen B. Paige,
                                              Senior Vice President,
                                              General Counsel and Secretary