EXHIBIT 4.1

                           ARTICLES OF INCORPORATION

                                       OF

                           MICROPAC INDUSTRIES, INC.

                                       I.

         The name of the corporation is MICROPAC INDUSTRIES, INC.

                                      II.

         The address of its initial  registered  office in the State of Delaware
is No. 100 West Tenth Street,  in the City of Wilmington,  County of New Castle.
The name of its  initial  registered  agent at such  address is The  Corporation
Trust Company.

                                      III.

         The  purpose  of the  corporation  is to  engage in any  lawful  act of
activity for which  corporation may be organized  under the General  Corporation
Law of Delaware.

                                      IV.

         The  corporation  is authorized  to issue only one class of stock.  The
total number of shares is five million  (5,000,000) and the par value of each of
such shares is $.10 cents a share.

                                       V.

         The names and  mailing  addresses  of the  persons  who are to serve as
directors  until  the  first  annual  meeting  of  stockholders  or until  their
successors are elected and qualify are:

      Name                         Mailing Address
      ----                         ---------------

 W.W. Horsman                      905 E. Walnut
                                   Garland, Texas 75040

 Florence Ann Horsman              905 E. Walnut
                                   Garland, Texas 75040

<PAGE>

 Jan L. Arps                       7206 Kenny Lane
                                   Dallas, Texas

 Fred S. Abney                     2420 LTV Tower
                                   Dallas, Texas 75201

 Robert E. Veigel                  c/o Dallas Southern Corporation
                                   600 Empire Life Building
                                   Dallas, Texas 75201

                                      VII.

         The Board of Directors is expressly  authorized to make, alter or amend
the by-laws of this Corporation or to adopt new by-laws.

                                     VIII.

         The  shareholders  may at any time, at a meeting  expressly  called for
that purpose,  remove any or all of the directors,  with or without cause,  by a
vote of the  holders of a majority  of the shares  then  entitled  to vote at an
election of directors.

                                      IX.

         The period of its duration is perpetual.

                                       X.

         The election of directors need not be on written ballots.

         I, the undersigned,  being the sole  incorporator  above named, for the
purpose of forming a  corporation  pursuant  to the General  Corporation  Law of
Delaware, sign and acknowledge this certificate of incorporation,  this 25th day
of February, 1969.

                                             __________________________________
                                             W.W. Horsman



STATE OF TEXAS
COUNTY OF DALLAS

         ON THIS the 25th day of February,  1969, before me personally came W.W.
HORSMAN, the person who signed the foregoing certificate of incorporation, known
to me personally to be such and the facts stated therein are true.

                                             __________________________________
                                             NOTARY PUBLIC IN AND FOR DALLAS
                                                       COUNTY, TEXAS

[GRAPHIC OMITTED]

My Commission Expires:
June 1, 1969

<PAGE>

                      CERTIFICATE OF OWNERSHIP AND MERGER

                                     MERGING

                MICROPAC INDUSTRIES, INC. (a Texas Corporation)

                                      INTO

               MICROPAC INDUSTRIES, INC. (a Delaware Corporation)

                                ***************


                  Micropac  Industries,   Inc.,  a  corporation   organized  and
existing under the laws of Texas,

                  DOES HEREBY CERTIFY:

                  FIRST:  That this corporation was incorporated on the 26th day
of November,  1965, pursuant to the Texas Business  Corporation Act of the State
of Texas,  the provisions of which permit the merger of a corporation of another
state and a corporation organized and existing under the laws of said state.

                  SECOND:  That  this  corporation  owns all of the  outstanding
shares of the stock of Micropac Industries,  Inc., a corporation incorporated on
the 3rd day of March, 1969, pursuant to the General Corporation Law of the State
of Delaware.

                  THIRD:  That the  directors  of Micropac  Industries,  Inc. (a
Texas corporation) by the following resolutions of its Board of Directors,  duly
adopted by the unanimous written consent of its members.  Filed with the minutes
of the Board on the 5th day of March, 1969, determined to merge itself into said
Micropac Industries, Inc. (a Delaware corporation):

                           RESOLVED, that Micropac Industries,
                  Inc.  (a Texas  corporation)  merge,  and it
                  hereby does merge itself into said  Micropac
                  Industries,  Inc. (a  Delaware  corporation)
                  which  assumes  all  of the  obligations  of
                  Micropac    Industries,    Inc.   (a   Texas
                  Corporation).

                           FURTHER  RESOLVED,  that the merger
                  shall become effective on June 2, 1969.

                           FURTHER  RESOLVED,  that the  terms
                  and conditions of the merger are as follows:

                           Each share of Common  stock of said
                  Micropac    Industries,    Inc.   (a   Texas
                  corporation)  shall  be  converted  into one
                  share of the Common  stock of the  surviving
                  corporation and each holder of shares of the
                  Common  Stock of said  Micropac  Industries,
                  Inc.  (a  Texas   corporation)   upon,   the
                  surrender to the  Surviving  Corporation  of
                  one or more  certificates of such shares for
                  cancellation,  shall be  entitled to receive
                  one or more  certificates  for the number of
                  shares  represented by the  certificates  so
                  surrendered for cancellation by such holder.

<PAGE>

                           FURTHER RESOLVED, that the proposed
                  merger    shall   be    submitted   to   the
                  stockholders of Micropac Industries, Inc. (a
                  Texas  corporation),  at a  meeting  of such
                  stockholders  duly  called  and  held  after
                  twenty days'  notice of the purpose  thereof
                  mailed   to  the   address   of  each   such
                  stockholder  as it  appears in the record of
                  the  corporation;  and  upon  receiving  the
                  affirmative  vote of the holders of at least
                  two-thirds   of  the   stock   of   Micropac
                  Industries, Inc. (a Texas corporation),  the
                  merger shall be approved; and

                           FURTHER  RESOLVED,  that the proper
                  officers  of this  corporation  be and  they
                  hereby  are  directed  to make and  execute,
                  under   the    corporate    seal   of   this
                  corporation,  a Certificate of Ownership and
                  Merger   setting   forth   a  copy   of  the
                  resolutions   to  merge   itself  into  said
                  Micropac   Industries,   Inc.   (a  Delaware
                  corporation),   and  the  date  of  adoption
                  thereof,  and to cause  the same to be filed
                  with the  Secretary of State and a certified
                  copy  recorded in the office of the Recorder
                  of Deeds of New Castle  County and to do all
                  acts and things  whatsoever,  whether within
                  or without the State of Delaware,  which may
                  be in anywise  necessary or proper to effect
                  said merger.

                  FOURTH: That the merger has been approved by the holders of at
least two-thirds of the stock of Micropac Industries, Inc. (a Texas corporation)
at a meeting duly called and held.

                  FIFTH:   Anything   herein  or   elsewhere   to  the  contrary
notwithstanding  this merger may be  terminated  and  abandoned  by the Board of
Directors of Micropac  Industries,  Inc. (a Texas corporation) at any time prior
to the date of filing the merger with the Secretary of State.

                  IN WITNESS WHEREOF,  said Micropac  Industries,  Inc. (a Texas
corporation)  has caused its  corporate   seal to be  hereunto  affixed and this
certificate to be signed by W.W. Horsman, its  President and attested by Fred S.
Abney, its Secretary, this 29th day May, 1969.

                                        MICROPAC INDUSTRIES, INC.
                                        (a Texas Corporation)

ATTEST:                              By:  /s/ W.W. Horsman
                                        -----------------------------
                                        W.W. Horsman, President
By:
   -----------------------------
     Secretary

<PAGE>

STATE OF TEXAS

COUNTY OF DALLAS

         BE IT REMEMBERED  that on this 29th day of May, 1969,  personally  came
before  me, a Notary  Public in and for the  County  and State  aforesaid,  W.W.
Horsman,  President  of  Micropac  Industries,  Inc.  (a Texas  corporation),  a
corporation of the State of Texas, and he duly executed said certificate  before
me and  acknowledged the said certificate to be his act and deed and the act and
deed of said  corporation  and the facts stated  therein are true;  and that the
seal  affixed  to  said  certificate  and  attested  by the  Secretary  of  said
Corporation is the common or corporate seal of said corporation.

         IN WITNESS WHEREOF,  I have hereunto set my hand and seal of office the
day and year aforesaid.


[GRAPHIC OMITTED]                       _________________________________
                                        Notary Public in and for Dallas
                                        County, Texas

<PAGE>

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION



         MICROPAC INDUSTRIES,  INC., a corporation  organized and existing under
and by virtue of the General  Corporation  Laws of the State of  Delaware,  DOES
HEREBY CERTIFY:

         FIRST:  That  at a  meeting  of the  Board  of  Directors  on  Micropac
Industries,  Inc.,  resolutions  were  duly  adopted  setting  forth a  proposed
Amendment to the Certificate of  Incorporation  of said  Corporation,  declaring
said Amendment to be advisable and calling a meeting of the stockholders of said
Corporation for consideration thereof. The Resolution setting forth the proposed
Amendment is as follows:

                  RESOLVED,  the Board of Directors  deems and declares
         it advisable and recommends to the  stockholders  that Article
         IV of the  ARticles of  Incorporation  be amended so that,  as
         amended, the same shall read in its entirety as follows:

                                      "IV.

                  The aggregate  number of shares which the Corporation
         shall  have  authority  to issue is ten  million  (10,000,000)
         shares, ten cents ($.10) par value."

                  SECOND:  That  thereafter,  the annual meeting of the
         stockholders  of said  Corporation  was duly  called and held,
         upon  notice and  accordance  with  Section 222 of the General
         Corporation  Laws of the State of Delaware,  at which  meeting
         the  necessary  number of shares as required  by statute  were
         voted in favor of the Amendment.

                  THIRD:  That  said  Amendment  was  duly  adopted  in
         accordance  with the  provisions of Section 242 of the General
         Corporation Laws of the State of Delaware.

<PAGE>

                  IN WITNESS WHEREOF, said MICROPAC INDUSTRIES, INC., has caused
         its corporate  seal to be hereunto  affixed and that  certificate to be
         signed by NICHOLAS NADOLSKY,  its president and attested to by JAMES K.
         MURPHEY, its Secretary, this 11th day of July, 1974.

[SEAL OMITTED}                          MICROPAC INDUSTRIES, INC.


                                        BY:______________________
                                             President


ATTEST:


______________________
   Secretary


STATE OF TEXAS

COUNTY OF DALLAS

                  BE IT  REMEMBERED  that  on  this  11th  day  of  July,  1974,
         personally  came before me, a Notary Public,  in and for the County and
         State aforesaid,  NICHOLAS NADOLSKY,  of MICROPAC  INDUSTRIES,  INC., a
         corporation  of the  State  of  Delaware,  and he  duly  executed  said
         Certificate  before me and  acknowledged the said Certificate to be his
         act and  deed and the act and deed of said  Corporation  and the  facts
         stated therin are true;  and that the Seal affixed to said  Certificate
         and  attested by the  Secretary  of said  Corporation  is the common or
         corporate seal of said Corporation.

[SEAL OMITTED}                             ________________________
                                           Notary Public, In and
                                           For Dallas County, Texas

<PAGE>
<TABLE>
<CAPTION>

      STATE OF DELAWARE
2000 ANNUAL FRANCHISE TAX REPORT

DO NOT ALTER FILE NUMBER
--------------------------------------------------------------------------------------------------------------------------
<S>                      <C>           <C>                                 <C>        <C>      <C>              <C>
FILE NUMBER                            CORPORATION NAME                                        PHONE NUMBER

  0704525                              MICORPAC INDUSTRIES, INC.                               972-272-3571
--------------------------------------------------------------------------------------------------------------------------
FEDERAL EMPLOYER ID NO.  INCORPORATION DATE     RENEWAL/REVOCATION DATE    DATE of INACTIVITY         FROM      TO


75-1225149               MARCH 3, 1969                                                                / /      / /
--------------------------------------------------------------------------------------------------------------------------
AUTHORIZED STOCK           DESIGNATION       NO. OF   PAR VALUE/SHARE   NO. SHARES     TOTAL GROSS    ASSET     ASSETS FOR
BEGIN DATE  ENDING DATE    OR STOCK CLASS    SHARES                     ISSUED         ASSETS         DATE      REGULATED
                                                                                                                INVESTMENT
                                                                                                                CORPS

10-11-1974       /         COMMON          10,000,000        .100000                                            JAN. 1st
                                                                                                                ----------
                                                                                                                DEC. 31st
--------------------------------------------------------------------------------------------------------------------------
FRANCHISE TAX     PENALTY      % MONTHLY INTEREST     FILING FEE      PREV CREDIT OR BALANCE    PREPAID QRTY. PAYMENTS

$  5,800.00       $  .00        $  88.86              $   20.00       $   4,088.86 CR           $
--------------------------------------------------------------------------------------------------------------------------
                                                                                                AMOUNT DUE
                                                                                                $  1,820.00
                                                                                                --------------------------
</TABLE>

     REGISTERD AGENT 9000010
     THE CORPORATION TRUST COMPANY
     CORPORATION TRUST CENTER
     1209 ORANGE STREET
     WILMINGTON, DE 19801

<PAGE>

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