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                                                                    Exhibit 3(i)


                       CERTIFICATE OF OWNERSHIP AND MERGER

                                     MERGING

                            ALLEN TELECOM GROUP, INC.

                                      INTO

                              THE ALLEN GROUP INC.

                                    * * * * *

     THE ALLEN GROUP INC., a corporation organized and existing under the laws
of Delaware,

     DOES HEREBY CERTIFY:

     FIRST: That The Allen Group Inc., a Delaware corporation (the "Surviving
Corporation"), was incorporated on the 3rd day of February, 1969, pursuant to
the General Corporation Law of the State of Delaware.

     SECOND: That the Surviving Corporation owns all of the outstanding shares
of stock of Allen Telecom Group, Inc., a Delaware corporation incorporated on
the 26th day of October, 1988, pursuant to the General Corporation Law of the
State of Delaware (the "Merged Corporation").

     THIRD: That the Surviving Corporation, by the following resolutions of its
Board of Directors, duly adopted at a meeting held on the 5th day of December,
1996, determined to merge into itself said Merged Corporation:

          NOW, THEREFORE, BE IT RESOLVED, that, pursuant to the provisions of
          Section 253 of the Delaware General Corporation Law, the Board of
          Directors of the Surviving Corporation hereby approves the merger of
          the Merged Corporation with and into the Surviving Corporation (the
          "Merger") and, on the effective date of the Merger:

                    (a) The Surviving Corporation shall be the surviving
               corporation of the Merger, and shall continue to exist as a
               domestic




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               corporation under the laws of the State of Delaware, with all of
               the rights and obligations of a surviving domestic corporation as
               are provided by the Delaware General Corporation Law, including,
               without limitation, the obligation to satisfy all of the
               obligations, if any, of the Merged Corporation; and

                    (b) The Merged Corporation shall cease to exist and its
               property shall become the property of the Surviving Corporation
               as the surviving corporation.

          FURTHER RESOLVED, that the Merger shall be effective at the close of
          business on February 28, 1997;

          FURTHER RESOLVED, that the Surviving Corporation change its name by
          amending and restating in its entirety Article FIRST of its Restated
          Certificate of Incorporation, as amended, to read as follows:

               "FIRST: The name of the corporation is Allen Telecom Inc."
                -----

          FURTHER RESOLVED, that all authorized and outstanding shares of stock
          of the Merged Corporation shall be canceled on the effective date of
          the Merger, and the certificates representing such shares shall be
          surrendered to the Surviving Corporation and canceled;

          FURTHER RESOLVED, that, notwithstanding any of the foregoing, the
          Board of Directors of the Surviving Corporation at any time prior to
          the effectiveness of the Merger, and for any reason it may deem
          sufficient and proper, shall have the power and authority to abandon
          the Merger as set forth herein;

          FURTHER RESOLVED, that the officers of the Surviving Corporation, and
          each of them, hereby are authorized and empowered (1) to make and
          execute a Certificate of Ownership and Merger setting forth the
          resolutions of the Board of Directors of the Surviving Corporation
          approving the Merger and the assumption by the Surviving Corporation
          of the Merged Corporation's liabilities and obligations, and the date
          of adoption thereof, (2) to cause the Certificate of Ownership and
          Merger to be filed with the Secretary of State of Delaware and (3) to
          do all acts and deeds, whether within or without the State of
          Delaware, which may be necessary or proper to effect, or which may be
          advisable in connection with, the Merger; and

          FURTHER RESOLVED, that the officers of the Surviving Corporation, and
          each of them, hereby are authorized and empowered, in the name and on
          behalf of the Surviving Corporation, to execute and deliver such
          additional agreements,


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          instruments and documents, and to take or cause to be taken such other
          actions, as any such officer may determine to be necessary or
          desirable, in order to implement the immediately preceding resolutions
          and consummate the transactions contemplated thereby, each such
          agreement, instrument and document to be in such form and to contain
          such terms and conditions, consistent with the foregoing resolutions,
          as the officer of the Surviving Corporation executing the same may in
          his discretion approve, the execution and delivery thereof by such
          officer or the taking of such action to constitute conclusive evidence
          of such determination and approval and that the same are in accordance
          with these resolutions and are the duly authorized acts of the
          Surviving Corporation.

     FOURTH: That anything herein or elsewhere to the contrary notwithstanding,
the terms of the Merger may be amended or the Merger may be terminated and
abandoned by the Board of Directors of the Surviving Corporation at any time
prior to the date of filing this Certificate of Ownership and Merger with the
Secretary of State of Delaware.

     IN WITNESS WHEREOF, said The Allen Group Inc. has caused this Certificate
of Ownership and Merger to be signed by McDara P. Folan, III, its Vice
President, this _____ day of February, 1997.


                                     THE ALLEN GROUP INC.


                                     By: /s/ McDara P. Folan, III
                                         --------------------------------
                                         McDara P. Folan, III, Vice President




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