EXHIBIT 3(A)

                                  COMPOSITE OF

                    CERTIFICATE OF INCORPORATION, AS AMENDED

                                       OF

                            ORBIT INTERNATIONAL CORP.


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     I,  THE  UNDERSIGNED,  in  order  to  form  a  corporation for the purposes
hereinafter  stated,  under  and  pursuant  to  the  provisions  of  the General
Corporation  Law  of  the  State  of
Delaware,  do  hereby  certify  as  follows:

     FIRST:     The  name  of  the  corporation  is

               ORBIT  INTERNATIONAL  CORP.

     SECOND:     The  address,  including  the  street,  city and county, of the
registered  office  of  the corporation in the State of Delaware and the name of
the  registered  agent at such address are as follows: United States Corporation
Company,  2711 Centerville Road, Suite 400, Wilmington 19808, New Castle County.

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

     FOURTH:     (A)  The  total  number of shares of stock ("Shares") which the
corporation  shall  be authorized to issue is ten million (10,000,000) shares of
Common  Stock,  par  value  $.10  per  share.

               (B)  No  holder  of  the  Shares shall be entitled as of right to
subscribe  for, purchase or receive any new or additional shares of stock of any
class,  whether  now  or  hereafter  authorized, or notes, bonds, debentures, or
other  securities  convertible  into,  or carry options or warrants to purchase,
stock of any class; but all such new or additional shares of stock of any class,
or  notes,  bonds, debentures, or other securities convertible into, or carrying
options or warrants to purchase, stock of any class may be issued or disposed of
by  the  Board  of  Directors  to  such  persons and on such terms as it, in its
absolute  discretion,  may  deem  advisable.

     FIFTH:     The  name  and  address  of the sole incorporator is as follows:

     Name                    Address
     ----                    -------

Fredric  J.  Gruder      747  Third  Avenue
                         New  York.  New  York  10017

     SIXTH:     The number of directors shall be not less than five (5) nor more
than  ten (10), the exact number to be determined from time to time by the Board
of  Directors  and  such  exact  number  shall  be  seven  (7)  until  otherwise
determined.  No increase or decrease in the number of directors constituting the
Board  shall  shorten  the  term  of  any  incumbent  director.

     SEVENTH:     Special  meeting  of the shareholders of the corporation shall
be called by the Secretary of the corporation (A) at the request of the Chairman
of  the  Board  of  Directors  of  the  corporation,  or (B) at the request of a
majority  of  the  entire Board of Directors, or (C) upon the written request of
the  holders  of  a  majority  of  the  Shares entitled to vote generally on the
election  of  directors.

     EIGHTH:     The  holders,  represented  in  person  or by proxy at any duly
called  meeting  of shareholders, of shares representing thirty percent (30%) of
the total of the number of Shares issued and outstanding and entitled to vote at
such  meeting  shall constitute a quorum for the transaction of business at such
meeting.

     NINTH:     (A)  The  By-laws  of  the  corporation  may  not  be  amended,
supplemented  or  repealed,  except,  (i) by the Shareholders by the affirmative
vote of the majority of the votes cast by the holders of Shares entitled to vote
generally  on  the  election  of  directors  or  (ii) by the Board of Directors.

               (B)  Any  By-law adopted, amended or repea1ed by the Shareholders
may  be  amended,  repealed or supplemented by the Board of Directors unless the
resolution  of  the  shareholders  adopting  the  same expressly reserves to the
shareholders  the  right  to  amend,  repeal  or  supplement  it.

     TENTH:     The  following provisions are inserted for the management of the
business  and for the conduct of the affairs of the Corporation, and for further
definition,  limitation  and  regulation of the powers of the corporation and of
its  directors  and  shareholders:

               (A)     The directors in their discretion may submit any contract
or act for approval or ratification at any annual meeting of the shareholders or
at  any  meeting  of  the shareholders called for the purpose of considering any
such  act  or  contract,  and  any  contract or act that shall be approved or be
ratified  by  the  vote  of  the  holders  of  a  majority  of  the stock of the
corporation  which  is  represented  in  person  or by proxy at such meeting and
entitled to vote thereat (provided that a lawful quorum of shareholders be there
represented  in  person  or  by proxy) shall be as valid and as binding upon the
corporation  and  upon  all  the  shareholders as though it had been approved or
ratified  by  every  shareholders  of  the  corporation,  whether  or  not
the  contract  or  act  would  otherwise  be  open  to  legal  attack because of
directors'  interest,  or  for  any  other  reason.

               (B)     In addition to the powers and authorities hereinbefore or
by  statute expressly conferred upon them, the directors are hereby empowered to
exercise  all such powers and do all such acts and things as may be exercised or
done  by  the  corporation;  subject,  nevertheless,  to  the  provisions of the
statutes  of Delaware, of this certificate, and to any By-laws from time to time
made  by  the  shareholders;  provided,  however,  that no By-laws so made shall
invalidate  any  prior  act of the directors which would have been valid if such
By-law  had  been  made.

     ELEVENTH:     (A) No person serving as director of the corporation shall be
liable to the corporation or its shareholders for monetary damages for breach of
fiduciary  duty  as a director, provided that this provision shall not eliminate
nor  limit the liability of a director (i) for any breach of the director's duty
of  loyalty  to  the corporation or its shareholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the Delaware Corporation Law, or (iv) for any
transaction  from  which  the  director  derived  an  improper personal benefit.

          (B)(i)  Each  person who was or is made a party or is threatened to be
made a party to or is involved in any action, suit or proceeding, whether civil,
criminal,  administrative  or  investigative  (hereinafter a "proceeding") other
than an action by or in the right of the Corporation, by reason of the fact that
he  or she, or a person of whom he or she is the legal representative, is or was
a  director,  officer,  employee  or  agent  of  the  corporation  or of another
corporation  or  a  partnership, joint venture, trust or other enterprise at the
request  of  the corporation, including service with respect to employee benefit
plans,  including  a proceeding the basis of which is alleged action outside the
scope  of  authority  while  serving  as a director, officer, employee or agent,
shall  be indemnified and held harmless by the corporation to the fullest extent
authorized  by  the  Delaware General Corporation law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that  such  amendment permits the corporation to provide broader indemnification
rights  than  said  law  permitted  the  corporation  to  provide  prior to such
amendment),  against all expense, liability and loss (including attorneys' fees,
judgments,  fines,  ERISA  exercise  taxes  or  penalties  and  amounts  paid in
settlement)  reasonably  incurred  or  suffered  by  such  person  in connection
therewith  and such indemnification shall continue as to a person who has ceased
to  be  a director, officer, employee or agent and shall inure to the benefit of
his  or  her heirs, executors and administrators; provided, however, that except
as  provided  in  subparagraph  (ii) hereof, the corporation shall indemnify any
such  person  seeking  indemnification  in connection with a proceeding (or part
thereof) initiated by such persons only if such proceeding (or part thereof) was
authorized  by  the  Board  of  Directors  of  the  Corporation.  The  right  to
indemnification  conferred  in  this Section shall be a contract right and shall
include  the  right  to  be  paid  by  the  corporation the expenses incurred in
defending  any  such  proceeding  in advance of its final disposition; provided,
however,  that, if the Delaware General Corporation law requires, the payment of
such  expenses  incurred  by  a  director or officer in his or her capacity as a
director  or  officer  (and not in any other capacity in which service was or is
rendered  by  such  person  while  a  director  or  officer,  including  without
limitation,  service  to  an  employee  benefit  plan)  in  advance of the final
disposition  of  a proceeding, shall be made upon delivery to the corporation of
an  undertaking by or on behalf of such director or officer to repay all amounts
so  advanced  if it shall ultimately be determined that such director or officer
is  not  entitled  to  be  indemnified  under  this  Section  or  otherwise. The
corporation  may by action of its Board of directors, provide indemnification to
employees  and  agents  of the corporation with the same scope and effect as the
foregoing  indemnification  of  directors  and  officers.

               (ii)  If  a  claim  under paragraph (B)(i) of this Section is not
paid  in  full  by  the corporation within thirty days after a written claim has
been  received by the corporation, the claimant may at any time thereafter bring
suit  against  the corporation to recover the unpaid amount of the claim and, if
successful  in  whole or in part, the claimant shall be entitled to be paid also
the  expense of prosecuting such claim. It shall be a defense of any such action
(other  than  an  action  brought  to  enforce  a claim for expenses incurred in
defending  any proceeding in advance of its final disposition where the required
undertaking,  if any is required, has been tendered to the corporation) that the
claimant  has  not met the standards of conduct which makes it permissible under
the  Delaware  General  Corporation  Law  for  the  corporation to indemnify the
claimant  for the amount claimed but the burden of proving such defense shall be
on  the corporation. Neither the failure of the corporation (including its board
of  directors,  independent  legal  counsel, or its stockholders) to have made a
determination  prior  to the commencement of such action that indemnification of
the  claimant  is  proper  in  the  circumstances  because he or she has met the
applicable  standard  of  conduct  set forth in the Delaware General Corporation
Law,  nor  an  actual  determination  by the corporation (including its board of
directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create  a  presumption  that the claimant has not met the applicable standard of
conduct.

               (iii)  The  right  to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final disposition conferred
in  this  Section shall not be exclusive of any other right which any person may
have  or  hereafter  acquire  under any statute, provision of the Certificate of
Incorporation,  by-law,  agreement,  vote  of  stockholders  or  disinterested
directors  or  otherwise.

               (iv)  The  corporation may maintain insurance, at its expense, to
protect  itself  and any director, officer, employee or agent of the corporation
or  another  corporation,  partnership, joint venture, trust or other enterprise
against  any  such  expense,  liability  or loss, whether or not the corporation
would have the power to indemnify such person against such expense, liability or
loss  under  the  Delaware  General  Corporation  Law.

     TWELFTH:     The corporation shall, to the full extent permitted by Section
145  of  the  Delaware  General  Corporation  Law, as amended from time to time,
indemnify  all  persons  whom  it  may  indemnify  pursuant  thereto.

     THIRTEENTH:     Whenever  a  compromise  or arrangement is proposed between
this  corporation  and  it  creditors  or  any class of them and/or between this
corporation  and  its  shareholders or any class of them, any court of equitable
jurisdiction  within  the State of Delaware may, on the application in a summary
way  of  this  corporation  or  of any creditor or shareholder thereof or on the
application of any receiver or receivers appointed for the corporation under the
provisions  of Section 291 of Title 8 of the Delaware Code or on the application
of  trustees  in  dissolution or of any receiver or receivers appointed for this
corporation under the provisions of Section 279 of Title 8 of the Delaware Code,
order  a  meeting  of  the  creditors  or  class  of  creditors,  and/or  of the
stockholders  or  class of stockholders of this corporation, as the case may be,
to be summoned in such manner as the said court directs. If a majority in number
representing  three-fourths  in  value  of  the creditors or class of creditors,
and/or  of the stockholders or class of stockholders of this corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
this  corporation  as  consequence  of  such compromise or arrangement, the said
compromise  or  arrangement  and the said reorganization shall, if sanctioned by
the  court  to  which  the said application has been made, be binding on all the
creditors  or  class  of  creditors,  and/or on all the stockholders or class of
stockholders,  of  this  corporation,  as  the  case  may  be,  and also on this
corporation.

     FOURTEENTH:     The  corporation reserves the right to amend, alter, change
or  repeal  any  provision contained in this certificate of incorporation in the
manner  now  or  hereafter  prescribed  by  law, or as set forth herein, and all
rights  and  powers conferred herein on shareholders, directors and officers are
subject  to  this  reserved  power.

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