THIRD AMENDMENT
                                     TO THE
                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                           WESTELL TECHNOLOGIES, INC.



         The Amended and Restated Certificate of Incorporation of Westell
Technologies, Inc. (the "Corporation") was filed in the office of the Secretary
of State of Delaware on November 28, 1995 and was amended by a First Amendment
on April 12, 1999 and a Second Amendment on March 17, 2000. This Third Amendment
to the Amended and Restated Certificate of Incorporation increases the number of
authorized shares of the Class A Common Stock of the Corporation as adopted by
the Corporation's Board of Directors and approved by its stockholders at a
special meeting in accordance with Section 242 of the General Corporation Law of
Delaware.

         The first paragraph of Article FIFTH of the Amended and Restated
Certificate of Incorporation is hereby amended and restated as follows:

         "FIFTH: The total number of shares of all classes of capital stock
         which the corporation shall have the authority to issue is One Hundred
         Thirty-Five Million (135,000,000) of which One Hundred Nine Million
         (109,000,000) shares shall be shares of Class A Common Stock (the
         "Class A Common Stock") with a par value of $0.01 per share; Twenty
         Five Million (25,000,000) shares shall be shares of Class B Common
         Stock (the "Class B Common Stock") with a par value of $0.01 per share;
         and One Million (1,000,000) shares shall be shares of Preferred Stock
         (the "Preferred Stock") with a par value of $0.01 per share."

         The numbered paragraphs (1) through (17) of Article FIFTH shall remain
unchanged.



<PAGE>


         IN WITNESS WHEREOF, the Corporation has caused this Third Amendment to
the Amended and Restated Certificate of Incorporation to be signed by its duly
authorized officer this 5th day of November, 2001.

                                              WESTELL TECHNOLOGIES, INC.


                                              /s/ Nicholas C. Hindman
                                              Name:  Nicholas C. Hindman, Sr.
                                              Title: Senior Vice President &
                                                     Secretary




                                SECOND AMENDMENT
                                     TO THE
                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                           WESTELL TECHNOLOGIES, INC.


         The Amended and Restated Certificate of Incorporation of Westell
Technologies, Inc. (the "Corporation") was filed in the office of the Secretary
of State of Delaware on November 28, 1995 and was amended by a First Amendment
on April 12, 1999. This Second Amendment to the Amended and Restated Certificate
of Incorporation increases the number of authorized shares of the Class A Common
Stock of the Corporation as adopted by the Corporation's Board of Directors and
approved by its stockholders at a special meeting in accordance with Section 242
of the General Corporation Law of Delaware.

         The first paragraph of Article FIFTH of the Amended and Restated
Certificate of Incorporation is hereby amended and restated as follows:

         "FIFTH: The total number of shares of all classes of capital stock
         which the corporation shall have the authority to issue is One Hundred
         Eleven Million (111,000,000) of which Eighty Five Million (85,000,000)
         shares shall be shares of Class A Common Stock (the "Class A Common
         Stock") with a par value of $0.01 per share; Twenty Five Million
         (25,000,000) shares shall be shares of Class B Common Stock (the "Class
         B Common Stock") with a par value of $0.01 per share; and One Million
         (1,000,000) shares shall be shares of Preferred Stock (the "Preferred
         Stock") with a par value of $0.01 per share."

         The numbered paragraphs (1) through (17) of Article FIFTH shall remain
unchanged.

         IN WITNESS WHEREOF, the Corporation has caused this Second Amendment to
the Amended and Restated Certificate of Incorporation to be signed by its duly
authorized officer this 17th day of March, 2000.

                                                     WESTELL TECHNOLOGIES, INC.

                                                       /s/ J. William Nelson
                                                     ---------------------------
                                                     J. William Nelson
                                                     President



<PAGE>

                                 FIRST AMENDMENT
                                     TO THE
                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                           WESTELL TECHNOLOGIES, INC.


         The Amended and Restated Certificate of Incorporation of the
Corporation was filed in the office of the Secretary of State of Delaware on
November 28, 1995. This First Amendment to the Amended and Restated Certificate
of Incorporation increases the number of authorized shares of the Class A Common
Stock of Corporation as approved by written consent of the shareholders in
accordance with Sections 228 and 242 of the General Corporation Law of Delaware.

         The first paragraph of Article FIFTH of the Amended and Restated
Certificate of Incorporation is hereby amended and restated as follows:

         "FIFTH: The total number of shares of all classes of capital stock
         which the corporation shall have the authority to issue is Ninety One
         Million Five Hundred Thousand (91,500,000) of which Sixty Five Million
         Five Hundred Thousand (65,500,000) shares shall be shares of Class A
         Common Stock (the "Class A Common Stock") with a par value of $0.01 per
         share; Twenty Five Million (25,000,000) shares shall be shares of Class
         B Common Stock (the "Class B Common Stock") with a par value of $0.01
         per share; and One Million (1,000,000) shares shall be shares of
         Preferred Stock (the "Preferred Stock") with a par value of $0.01 per
         share."

         The numbered paragraphs (1) through (17) of Article FIFTH shall remain
unchanged.

         IN WITNESS WHEREOF, the Corporation has caused this First Amendment to
the Amended and Restated Certificate of Incorporation to be signed by its duly
authorized officers this ____ day of March, 1999.

                                               WESTELL TECHNOLOGIES, INC.


                                               ------------------------------
                                               Stephen J. Hawrysz
                                               Vice President


                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF

                           WESTELL TECHNOLOGIES, INC.

                  The original Certificate of Incorporation was filed with the
Secretary of State of Delaware on October 29, 1980 under the name R-COM, INC. An
amendment was filed on November 17, 1992 changing its name to Electronic
Information Technologies, Inc., and an amendment was filed October 30, 1995
changing its name to Westell Technologies, Inc. This Amended and Restated
Certificate of Incorporation restates and integrates the original Certificate of
Incorporation and all amendments thereto, and includes amendments adopted by the
board of directors and stockholders of Westell Technologies, Inc. as part of
this Amendment and Restatement on August 9, 1995 and October 27, 1995
respectively. This Amended and Restated Certificate of Incorporation was duly
adopted in accordance with the applicable provisions of Sections 242 and 245 of
the General Corporation Law of Delaware and shall become effective upon filing
with the Secretary of State of the State of Delaware.

                  FIRST: The name of the corporation is Westell Technologies,
Inc.

                  SECOND: The period of existence of the corporation is
perpetual.

                  THIRD: Its registered office in the State of Delaware is
located at 1209 Orange Street, City of Wilmington, County of New Castle, and The
Corporation Trust Company is the registered agent at such address.

                  FOURTH: The nature of the business and the objects and
purposes to be transacted, promoted and carried on are to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

                  FIFTH: The total number of shares of all classes of capital
stock which the corporation shall have authority to issue is Sixty Nine Million
Five Hundred Thousand (69,500,000) of which Forty Three Million Five Hundred
Thousand (43,500,000) shares shall be shares of Class A Common Stock (the "Class
A Common Stock") with a par value of $0.01 per share; Twenty Five Million
(25,000,000) shares shall be shares of Class B Common Stock (the "Class B Common
Stock") with a par value of $0.01 per share; and One Million (1,000,000) shares
shall be shares of Preferred Stock (the "Preferred Stock") with a par value of
$0.01 per share.

                  (1) Common Stock. Class A Common Stock and Class B Common
Stock shall be identical in all respects and shall have equal rights and
privileges, except as otherwise provided in this Article FIFTH.

                  (2) Dividends on Common Stock. Dividends may be paid on either
or both the Class A Common Stock and Class B Common Stock as and when declared
by the Board of Directors of the corporation out of any funds of the corporation
legally available for the payment of dividends, except that so long as any
shares of Class A Common Stock are outstanding:

                  (a) No dividend (other than a dividend payable in shares of
         the corporation in the manner provided in subparagraph (2)(b) below)
         shall be declared or paid upon either class of common stock unless such
         dividend, at the same rate per share, is simultaneously declared and
         paid upon both classes of common stock.

                  (b) Stock dividends declared and paid on Class A Common Stock
         shall be payable solely in shares of Class A Common Stock and stock
         dividends declared and paid on Class B Common Stock shall be payable
         solely in shares of Class B Common Stock. No stock dividend may be
         declared or paid on the Class A Common Stock unless a stock dividend
         payable in shares of Class B Common Stock, proportionately on a
         per-share basis, is simultaneously declared and paid on the Class B
         Common Stock. No stock dividend may be declared or paid on the Class B
         Common Stock unless a stock dividend payable in shares of Class A
         Common Stock, proportionately on a per-share basis, is simultaneously
         declared and paid on the Class A Common Stock.

                  (3) Treatment of Common Stock on Liquidation. The holders of
both Class A Common Stock and Class B Common Stock shall be entitled to share
ratably upon any liquidation, dissolution or winding up of the affairs of the
corporation (voluntary or involuntary) in all assets of the corporation. Neither
the consolidation nor the merger of the corporation with or into another
corporation or corporations, nor a reorganization of the corporation alone, nor
the sale or transfer by the corporation of all or any part of its assets, shall
be deemed to be a liquidation, dissolution or winding up of the corporation for
the purposes of this subparagraph (3).

                  (4) Voting Rights of Common Stock. Except in cases where
pursuant to the Delaware General Corporation Law, the holders of shares of Class
A Common Stock and Class B Common Stock shall be entitled to vote as separate
classes, they shall vote together as a single class, provided that the holders
of shares of Class A Common Stock shall have one (1) vote per share of Class A
Common Stock held and the holders of shares of Class B Common Stock shall have
four (4) votes per share of Class B Common Stock held. Without limiting the
generality of the foregoing, the number of authorized shares of Class A Common
Stock may be increased or decreased (but not below the number of shares of Class
A Common Stock then outstanding) by the affirmative vote of the holders of
shares possessing a majority of the votes represented by the outstanding shares
of Class A Common Stock and Class B Common Stock voting as a single class as
aforesaid. Whenever such holders are entitled pursuant to the Delaware General
Corporation Law to vote as separate classes, holders of Class A Common Stock
voting as a separate class shall be entitled to one (1) vote per share of Class
A Common Stock held and holders of Class B Common Stock voting as a separate
class shall be entitled to four (4) votes per share of Class B Common Stock
held.

                  (5) Transfer of Class B Common Stock. No person holding shares
of Class B Common Stock (hereinafter called a "Class B Holder") may transfer,
and the corporation shall not register the transfer of, such shares of Class B
Common Stock, whether by sale, assignment, exchange, gift, bequest, appointment
or otherwise, except to a "Permitted Transferee" of such Class B Holder.

                  (a)      The term "Permitted Transferee" shall mean:

                  i) Florence Penny or any of her descendants or their spouses;

                  ii) Melvin J. Simon, his spouse, or any of their descendants;

                  iii) Gary F. Seamans, his spouse, or any of their descendants;

                  iv) any trust, including a voting trust, established for the
         primary benefit of any person (or persons) who is a Permitted
         Transferee under (i), (ii) or (iii) above;

                  v) the guardian of a disabled or adjudicated incompetent Class
             B Holder or Permitted Transferee;

                  vi) the Executor or Administrator of the estate of a deceased
             Class B Holder;

                  vii) any partnership or corporation in which all record and
             beneficial owners of all equity interests are Permitted
             Transferees; and

                  viii) any other Class B Holder.

                  (b) If any shares of Class B Common Stock are acquired by any
         person who is not a Permitted Transferee, all shares of Class B Common
         Stock then held by such person shall be deemed without further act on
         anyone's part to be converted into shares of Class A Common Stock, and
         stock certificates formerly representing such shares of Class B Common
         Stock shall thereupon and thereafter be deemed to represent the like
         number of shares of Class A Common Stock.

                  (c) Notwithstanding anything to the contrary set forth herein,
         any Class B Holder may pledge such Holder's shares of Class B Common
         Stock to a pledgee pursuant to a bona fide pledge of such shares as
         collateral security for indebtedness due to the pledgee, provided that
         such shares shall not be transferred to or registered in the name of
         the pledgee, and shall remain subject to the provisions of this
         subparagraph (5). In the event of foreclosure or other similar action
         by the pledgee, such pledged shares of Class B Common Stock (i) may be
         transferred to the pledgee if the pledgee is a Permitted Transferee; or
         (ii) converted into shares of Class A Common Stock and transferred to
         the pledgee if the pledgee is not a Permitted Transferee.

                  (d) For purposes of this subparagraph (5):

                     i) The relationship of any person that is derived by or
         through legal adoption shall be considered a natural one.

                    ii) Each joint owner of shares of Class B Common Stock shall
         be considered a "Class B Holder" of such shares.

                   iii) A minor for whom shares of Class B Common Stock are held
         pursuant to a Uniform Gift to Minors Act or similar law shall be
         considered a Class B Holder of such shares.

                    iv) Unless otherwise specified, the term "person" means both
         natural persons and legal entities.

                  (e) Shares of Class B Common Stock shall be registered in the
         names of the beneficial owners thereof and not in "street" or "nominee"
         name. For this purpose, a "beneficial owner" of any shares of Class B
         Common Stock shall mean a person who, or an entity which, possesses the
         power, either singly or jointly, to direct the voting or disposition of
         such shares. The corporation shall note, or cause to be noted on the
         certificates for shares of Class B Common Stock, the existence of the
         restrictions on transfer and registration of transfer imposed by this
         subparagraph (5).

                  (6)      Optional Conversion of Class B Common Stock.

                  (a) Each share of Class B Common Stock may at any time be
         converted, at the option of the holder thereof, into one fully paid and
         nonassessable (unless otherwise provided in the Delaware General
         Corporation Law, as from time to time in effect) share of Class A
         Common Stock. Such right shall be exercised by the surrender of the
         certificate representing such shares of Class B Common Stock to be
         converted at the office of the corporation or its transfer agent (the
         "Transfer Agent") during normal business hours accompanied by a written
         notice of the election by the holder thereof to convert and (if so
         required by the corporation or the Transfer Agent) an instrument of
         transfer, in form satisfactory to the corporation and the Transfer
         Agent, duly executed by such holder or his duly authorized attorney,
         together with any funds in the amount of any applicable transfer tax
         (unless provision satisfactory to the corporation is otherwise made
         therefor), if required pursuant to subparagraph (6)(c), below.

                  (b) As promptly as practical after the surrender for
         conversion of a certificate representing shares of Class B Common Stock
         in the manner provided in subparagraph (6)(a) above and the payment of
         funds in any amount required by the provisions of subparagraphs (6)(a)
         and (6)(c), the corporation will deliver or cause to be delivered at
         its office or at the office of the Transfer Agent to or upon the
         written order of the holder of such certificate, a certificate or
         certificates representing the number of fully paid and nonassessable
         (except as may be otherwise provided in the Delaware General
         Corporation Law, as from time to time in effect) shares of Class A
         Common Stock issuable upon such conversion, issued in such name or
         names as such holder may direct. Such conversion shall be deemed to
         have been made immediately prior to the close of business on the date
         of the surrender of the certificate representing shares of Class B
         Common Stock and all rights of the holder of such shares of Class B
         Common Stock as such holder shall cease at such time and the person or
         persons in whose name or names the certificate or certificates
         representing the shares of Class A Common Stock are to be issued shall
         be treated for all purposes as having become the record holder or
         holders of such shares of Class A Common Stock at such time; provided,
         however, that any such surrender and payment on any date when the stock
         transfer books of the corporation shall be closed shall constitute a
         transfer to the person or persons in whose name or names the
         certificate or certificates representing shares of Class A Common Stock
         are to be issued as the recordholder or holders thereof for all
         purposes effective immediately prior to the close of business on the
         next succeeding day on which such stock transfer books are open.

                  (c) The issuance of certificates for shares of Class A Common
         Stock upon conversion of shares of Class B Common Stock shall be made
         without charge for any stamp or similar tax in respect to such
         issuance. However, if any such certificate is to be issued in a name
         other than that of the holder of the share or shares of Class B Common
         Stock converted, the person or persons requesting the issuance thereof
         shall pay to the corporation the amount of any tax which may be payable
         in respect of any transfer involved in such issuance, or shall
         establish to the satisfaction of the corporation that any such tax has
         been paid.

                  (7) Mandatory Conversion of Class B Common Stock. Should the
number of shares of Class B Common Stock issued and outstanding at any time be
equal to or less than 10% of the total number of shares of Class A and Class B
Common Stock issued and outstanding at such time, then, without further act,
each share of Class B Common Stock shall be converted to one share of Class A
Common Stock, and stock certificates formerly representing outstanding shares of
Class B Common Stock shall thereupon and thereafter be deemed to represent a
like number of shares of Class A Common Stock, and any outstanding right to
receive Class B Common Stock shall automatically become the right to receive a
like number of shares of Class A Common Stock.

                  (8) Repurchases of Common Stock. Subject to any applicable
provisions of this Article FIFTH, the corporation may at any time or from time
to time purchase or otherwise acquire shares of its common stock of either class
in any manner now or hereafter permitted by law, publicly or privately, or
pursuant to any agreement.

                  (9) Subdivision or Combination of Common Stock. The shares of
common stock of either class shall not be subdivided by a stock split,
reclassification or otherwise or combined by reverse stock split,
reclassification or otherwise unless, at the same time, the shares of common
stock of both classes are proportionately, on a per share basis, so subdivided
or combined.

                  (10) Covenant to Reserve Class A Common Stock. The corporation
covenants that it will at all times reserve and keep available, solely for the
purpose of issuance upon conversion of the outstanding shares of Class B Common
Stock, such number of shares of Class A Common Stock as shall be issuable upon
the conversion of all such outstanding shares, provided that nothing contained
herein shall be construed to preclude the corporation from satisfying its
obligations with respect to the conversion of the outstanding shares of Class B
Common Stock by delivery of shares of Class A Common Stock which are held in the
treasury of the corporation. The corporation covenants that if any shares of
Class A Common Stock, required to be reserved for purposes of conversion
hereunder, require registration with or approval of any governmental authority
under any federal or state law before such shares of Class A Common Stock may be
issued upon conversion, the corporation will use reasonable efforts to cause
such shares to be duly registered or approved, as the case may be. The
corporation covenants that all shares of Class A Common Stock which shall be
issued upon conversion of shares of Class B Common Stock, will, upon issue, be
fully paid and nonassessable and not entitled to any preemptive rights.

                  (11) Treatment of Common Stock on Consolidation or Merger. In
the event of a merger or consolidation of the corporation with or into another
entity (whether or not the corporation is the surviving entity), the holders of
each class of common stock shall be entitled to receive the same per share
consideration as the per share consideration, if any, received by any holder of
each other class of common stock in such merger or consolidation.

                  (12) Limitation on Issuance of Class B Common Stock. Following
the initial issuance of shares of Class B Common Stock pursuant to the Amended
and Restated Certificate of Incorporation filed on July 10, 1995, such Class B
Common Stock shall be issued by the corporation only (a) in payment of a stock
dividend on then outstanding shares of Class B Common Stock as provided in
subparagraph (2)(b); or (b) in connection with a stock split, reclassification
or other subdivision of then outstanding shares of Class B Common Stock as
provided in subparagraph (9), unless such further issuance shall have been
approved by the holders of a majority of the voting power of the shares of Class
A Common Stock and Class B Common Stock, each voting separately as a class.

                  (13) Status of Reacquired Class B Common Stock. Shares of
Class B Common Stock converted, exchanged, purchased, retired or surrendered to
the corporation, or which have been issued and reacquired by the corporation in
any manner, shall, upon compliance with any applicable provisions of the
Delaware General Corporation Law, have the status of authorized and unissued
shares of Class B Common Stock and may be reissued subject to the protective
conditions or restrictions of subparagraph (12) above.

                  (14) Preferred Stock. The Preferred Stock shall be entitled to
such preferences in the distribution of dividends and assets, and shall be
divided into such series, as the Board of Directors of the corporation shall
determine, with full authority in the Board of Directors to determine, prior to
issuance, from time to time, the relative preferences, limitations and relative
rights of the shares of any series of Preferred Stock, with respect to
dividends, redemption, payments on liquidation, sinking fund provisions,
conversion privileges and voting rights.

                  (15) Issuance of Stock. Except as provided in subparagraph
(12) above, shares of capital stock of the corporation may be issued by the
corporation from time to time in such amounts and proportions and for such
consideration (not less than the par value thereof in the case of capital stock
having par value) as may be fixed and determined from time to time by the Board
of Directors and as shall be permitted by law. No holder of shares of the
capital stock of the corporation shall be entitled to any preemptive right to
subscribe to any new or additional shares of capital stock of the corporation or
securities convertible into shares of capital stock, whether now or hereafter
authorized.

                  (16) Unclaimed Dividends. Any and all right, title, interest
and claim in or to any dividends declared by the corporation, whether in cash,
stock or otherwise, which are unclaimed by the stockholder entitled thereto for
a period of six years after the close of business on the payment date, shall be
and be deemed to be extinguished and abandoned; and such unclaimed dividends in
the possession of the corporation, its transfer agents or other agents or
depositories, shall at such time become the absolute property of the
corporation, free and clear of any and all claims of any persons whatsoever.

                  (17) Affidavits. The corporation may, in connection with
preparing a list of stockholders entitled to vote at any meeting of
stockholders, or as a condition to the transfer or the registration of Class B
Common Stock on the corporation's books, require the furnishing of such
affidavits or other proof as it, in its sole discretion, deems necessary to
establish that any person is the beneficial owner of shares of Class B Common
Stock or is a Permitted Transferee.

                  SIXTH: The number of directors constituting the board of
directors shall be fixed from time to time by or in the manner provided in the
By-laws, and may be increased or decreased as therein provided, provided that no
decrease in the number of directors shall have the effect of shortening the term
of any incumbent director.

                  SEVENTH: A member of the corporation's Board of Directors
shall not be personally liable to the corporation or its stockholders for
monetary damages for a breach of fiduciary duty as a director, except for
liability of the director (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (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 General Corporation Law, relating to the
payment of unlawful dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit. If the Delaware General Corporation Law is amended after approval by
the stockholders of this Article to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the corporation shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as so amended. Any
repeal or modification of this Article by the stockholders of the corporation
shall not adversely affect any right or protection of a director of the
corporation existing at the time of such repeal or modification.



<PAGE>


                  EIGHTH: A. Right to Indemnification. Each person who was or is
made a party or is threatened to be made a party to or is otherwise involved in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or she
is or was a director or officer of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan (hereinafter an
"indemnitee"), whether the basis of such proceeding is alleged action in an
official capacity as a director, officer, employee or agent or in any other
capacity 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 such law permitted the corporation to provide prior to such
amendment), against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in connection
therewith and such indemnification shall continue as to an indemnitee who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators; provided,
however, that, except as provided in paragraph B hereof with respect to
proceedings to enforce rights to indemnification, the corporation shall
indemnify any such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof) was
authorized by the Board of Directors of the corporation. The right to
indemnification conferred in this Article 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 (hereinafter
an "advancement of expenses"), provided, however, that, if the Delaware General
Corporation Law requires, an advancement of expenses incurred by an indemnitee
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 indemnitee, including, without
limitation, service to an employee benefit plan) shall be made only upon
delivery to the corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (hereinafter a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Article or otherwise.

                  B. Right of Indemnitee to Bring Suit. If a claim under
paragraph A of this Article is not paid in full by the corporation within sixty
days after a written claim has been received by the corporation, except in the
case of a claim for an advancement of expenses, in which case the applicable
period shall be twenty days, the indemnitee may at any time thereafter bring
suit against the corporation to recover the unpaid amount of the claim. If
successful in whole or in part in any such suit, or in a suit brought by the
corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the indemnitee shall be entitled to be paid also the expense of
prosecuting or defending such suit. In (i) any suit brought by the indemnitee to
enforce a right to indemnification hereunder (but not in a suit brought by the
indemnitee to enforce a right to an advancement of expenses) it shall be a
defense that, and (ii) in any suit by the corporation to recover an advancement
of expenses pursuant to the terms of an undertaking the corporation shall be
entitled to recover such expenses upon final adjudication that, the indemnitee
has not met the applicable standard of conduct set forth in the Delaware General
Corporation Law. 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 suit that indemnification of the
indemnitee is proper in the circumstances because the indemnitee 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 indemnitee
has not met the applicable standard of conduct, shall create a presumption that
the indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the indemnitee, be a defense to such suit. In any suit
brought by the indemnitee to enforce a right to indemnification or to an
advancement of expenses hereunder, or by the corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Article or otherwise shall be on the
corporation.

                  C. Non-Exclusivity of Rights. The rights of indemnification
and to the advancement of expenses conferred in this Article shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, this Amended and Restated Certificate of Incorporation,
by-law, agreement, vote of stockholders or disinterested directors or otherwise.

                  D. Insurance. 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 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.

                  E. Indemnification of Employees and Agents of the Corporation.
The corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification, and to the advancement of expenses,
to any employee or agent of the corporation to the fullest extent of the
provisions of this Article with respect to the indemnification and advancement
of expenses of directors and officers of the corporation.

                  NINTH: A. Stockholder Nomination of a Director Candidate and
Introduction of New Business. Advance notice of stockholder nominations for the
election of directors and of new business to be brought by stockholders before
any meeting of the stockholders of the corporation shall be given in the manner
provided by the By-laws of the corporation.


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                  B. Special Meetings of Stockholders. Special meetings of the
stockholders, for any purpose or purposes (except to the extent otherwise
provided by law or this Amended and Restated Certificate of Incorporation), may
only be called by the Chairman of the Board, the President, a majority of the
Board of Directors then in office or stockholders owning at least a majority of
the voting power represented by all of the issued and outstanding capital stock
of the corporation.

                  C. Written Consent by Stockholders Without a Meeting. Except
as otherwise specified in this Amended and Restated Certificate of
Incorporation, any corporate action upon which a vote of stockholders is
required or permitted under the Delaware General Corporation Law, this Amended
and Restated Certificate of Incorporation or the By-laws of the corporation may
be taken without a meeting, without prior notice and without a vote of
stockholders, if stockholders holding stock entitled to vote upon the action,
and having not less than the minimum number of votes that would be necessary to
authorize and take such action at a meeting at which all shares entitled to vote
thereon were present and voted, shall consent in writing to such corporate
action being taken. Prompt notice of the taking of the corporate action without
a meeting by less than unanimous consent shall be given to those stockholders
entitled to vote who have not consented in writing to the action.



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                  TENTH: A. By-laws. The Board of Directors of the corporation
is authorized to adopt, amend or repeal the By-laws of the corporation, subject
to applicable law and any applicable provisions in any resolution of the Board
of Directors, except that any By-law provision adopted by the stockholders
amending the By-laws after their initial adoption may be amended or repealed
only by the holders of Class A and Class B Common Stock possessing not less than
a majority of the votes represented by the outstanding Class A and Class B
Common Stock of the corporation, voting as a single class.

                  B. Ballots in the Election of Directors. Elections of
directors need not be by written ballot unless the By-laws of the corporation
shall so provide.

                  C. Location of Books. The books of the corporation may be kept
at such place within or without the State of Delaware as the By-laws of the
corporation may provide or as may be designated from time to time by the Board
of Directors of the corporation.

                  ELEVENTH: Whenever a compromise or arrangement is proposed
between the corporation and its creditors or any class of them and/or between
the corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application in a
summary way of the corporation or of any creditor or stockholder 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 the 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 the 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 the voting power of stockholders or class of stockholders of
the corporation, as the case may be, agree to any compromise or arrangement and
to any reorganization of the corporation as a 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 the corporation, as the case may be,
and also on the corporation.

                  TWELFTH: The corporation reserves the right to amend or repeal
any provision contained in this Amended and Restated Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred upon a stockholder herein are granted subject to this
reservation.


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         IN WITNESS WHEREOF, the corporation has caused this Amended and
Restated Certificate to be signed by its duly authorized officers this ____ day
of ____________, 1995.


Attest:                                            WESTELL TECHNOLOGIES, INC.





Melvin J. Simon,                                   Gary F. Seamans, Chairman of
Assistant Secretary                                the Board