<PAGE>

                                                                 Exhibit 3(a)(1)

                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                 EDO CORPORATION

                UNDER SECTION 807 OF THE BUSINESS CORPORATION LAW

The undersigned, being the Vice President - Administration and Secretary of EDO
Corporation, hereby certifies:

      1. The name of the Corporation is EDO Corporation. The name under which
the Corporation was originally incorporated was Edo Aircraft Corporation.

      2. The original Certificate of Incorporation was filed by the Department
of State on October 16, 1925.

      3. A Restatement of the Certificate of Incorporation was filed by the
Department of State on November 23, 1983.

      4. An Amendment of the Certificate of Incorporation was filed by the
Department of State on June 20, 1984, amending Article THIRD by increasing the
number of shares of Common Stock of the Corporation from 12,000,000 to
25,000,000 shares, par value $1 per share.

      5. An Amendment of the Certificate of Incorporation was filed by the
Department of State on July 20, 1988, adding Article EIGHTH.

      6. An Amendment of the Certificate of Incorporation, Amending Article
THIRD, was filed by the Department of State on July 22, 1988, adding Paragraph
A.1 following Paragraph A of Article THIRD.

      7. An Amendment of the Certificate of Incorporation was filed by the
Department of State on August 12, 1998, amending Article FOURTH.

      8. An Amendment of the Certificate of Incorporation was filed by the
Department of State on May 17, 2002, amending Article THIRD by increasing the
number of shares of Common Stock of the Corporation from 25,000,000 to
50,000,000 shares, par value $1 per share.

      9. At a meeting of the Board of Directors held on October 1, 2002, the
Board of Directors adopted a resolution approving the restatement of the
Certificate of Incorporation, in such form as the officer executing the Restated
Certificate of Incorporation deems necessary or advisable, his execution of the
Restated Certificate of Incorporation being conclusive evidence as to the
necessity or advisability therefor.

<PAGE>

      10. The text of the Certificate of Incorporation is hereby restated
without further amendments or change to read as follows:

                                   ARTICLE ONE

      The name of the Corporation is EDO Corporation.

                                   ARTICLE TWO

      The purposes for which it is to be formed are as follows:

      2.1 To design, develop, experiment with, produce, manufacture, buy, sell,
export, import, deal in, lease, repair and equip aircraft equipment of every
kind or description, and motors, engines, parts, accessories, apparatus,
supplies and other property related thereto or connected therewith;

      2.2 To operate and use at any place or places in United States or
elsewhere any kind of aircraft, aeroplane, hydroplane, autogyro, flying boat or
other machine capable of flying in the air or suitable for aerial operation or
navigation, and to use the same for any purpose, including transportation,
exhibition flying, racing, advertising or any other form of commercial use;

      2.3 To design, develop, experiment with, produce, manufacture, buy, sell,
export, import, deal in, lease, repair and equip goods, wares, products,
machinery, merchandise, articles or materials of every sort, kind and
description, and in general to engage in any manufacturing, industrial or
mercantile business of any kind whatsoever;

      2.4 To purchase, lease or otherwise acquire, hold, sell, mortgage, rent,
manage and deal in real estate, buildings or constructions of any kind, and
every kind of right or interest in real estate, and to maintain and operate or
otherwise turn to account the same;

      2.5 To acquire by purchase, subscription or otherwise and to hold, sell,
negotiate, transfer, mortgage, pledge or otherwise dispose of any shares of
capital stock, scrip or voting trust certificates in respect of shares of
capital stock of, or any bonds, mortgages, debentures, securities or evidences
of indebtedness issued or created by any other corporation, joint stock company
or association, public or private, or by any Government of the United States or
any foreign government, or any state, territory, municipality or other political
subdivision or any governmental agency of the Government of the United States of
America or of any other government, and to exercise all the rights and
privileges as owner or holder with respect to any thereof;

      2.6 To purchase, hold, cancel, reissue, sell, transfer and deal in its own
shares or other securities in so far as the same may be permitted by law;
provided, however, that shares of its own capital stock shall not be voted
directly or indirectly;

      2.7 To borrow or raise monies for the business of the Corporation and any
and all of its purposes;

                                       2

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      2.8 To buy, lease, or otherwise acquire the whole or any part of the
business, goodwill and assets of any person, firm, association or corporation,
foreign or domestic, engaged in any business which this Corporation is
authorized to carry on;

      2.9 To advance or lend money with or without security to, and otherwise
aid, by guarantee or otherwise, any corporation, association or firm, any of the
securities of which or interest in shall be owned by the Corporation or in
which, or in the business of which, the Corporation shall have any interest;

      2.10 To carry on any of the foregoing businesses either as principal or as
agent, and at any place or places inside or outside the State of New York or the
United States of America, in every part of the world;

      2.11 To have and to exercise all the powers now or hereafter conferred by
laws of the State of New York upon corporations organized under the Business
Corporation Law.

The foregoing clauses shall be construed as purposes and powers in furtherance
and not in limitation of the general powers conferred by the State of New York,
and the enumeration herein of specific purposes and powers shall not be held to
limit or restrict in any way the general powers of the Corporation, but nothing
herein contained is to be construed as authorizing this Corporation to carry on
the business of discounting bills, notes, or other evidences of debt, or
receiving deposits of money or foreign coins, of buying and selling bills of
exchange, or issuing bills, notes, or other evidences of debt for circulation as
money, or of engaging in any other form of banking or shall be deemed to
authorize or permit this Corporation to carry on any business, exercise any
power, or do any act which a corporation organized under the Business
Corporation Law of the State of New York may not at the time lawfully do.

                                  ARTICLE THREE

      The aggregate number of shares which the Corporation shall have authority
to issue is 50,500,000 shares, of which 50,000,000 shares shall be designated as
Common Shares, par value $1 per share, and 500,000 shall be designated as
Preferred Shares, par value $1 per share. The designations, relative rights,
preferences and limitations of each class of shares of the corporation shall be
as follows:

      3.1 The Preferred Shares may be issued from time to time in one or more
series, in such number, and with such distinctive serial designations and
relative rights, preferences and limitations, as may be fixed by the Board of
Directors. Subject to the limitations set forth herein and any limitations
prescribed by law, the Board of Directors is expressly authorized, prior to the
issue of any series of Preferred Shares, to fix the numbers of shares included
in such series and the designation, relative rights, preferences and limitations
of such series and to file a certificate of amendment pursuant to section 805 of
the Business Corporation Law or any statute amendatory thereof or supplemental
thereto, establishing or changing the number, designation and relative rights,
preferences and limitations of such series. Pursuant to the foregoing general
authority vested in the Board of Directors, but not in limitation of the powers
conferred on the

                                       3

<PAGE>

Board of Directors thereby and by laws of the State of New York, the Board of
Directors is expressly authorized to determine with respect to each series of
Preferred Shares:

            3.1.1 the distinctive designation or designations of such series and
      the number of shares constituting such series;

            3.1.2 the rate or amount and times at which, and the preferences and
      conditions under which, dividends shall be payable on shares of such
      series, the status of such dividends as cumulative or non-cumulative, the
      date or dates from which dividends, if cumulative, shall accumulate, and
      the status of such shares as participating or non-participating after the
      payment of dividends as to which such shares are entitled to any
      preference;

            3.1.3 the rights and preferences, if any, of the holders of shares
      of such series upon the liquidation, dissolution or winding-up of the
      affairs of, or upon any distribution of the assets of, the Corporation,
      which amount may vary depending upon whether such liquidation, dissolution
      or winding-up is voluntary or involuntary and, if voluntary, may vary at
      different dates, and the status of the shares of such series as
      participating or non-participating after the satisfaction of any such
      rights and preferences;

            3.1.4 the full or limited voting rights, if any, to be provided for
      shares of such series, in addition to the voting rights provided by law;

            3.1.5 the times, terms and conditions, if any, upon which shares of
      such series shall be subject to redemption, including the amount the
      holders of shares of such series shall be entitled to receive upon
      redemption (which amount may vary under different conditions or at
      different redemption dates) and the amount, terms, conditions and manner
      of operation of any purchase, retirement or sinking fund to be provided
      for the shares of such series;

            3.1.6 the rights, if any, of holders of shares of such series to
      convert such shares into, or to exchange such shares for, shares of any
      other class or classes or of any other series of the same class, the
      prices or rates of conversion or exchange, and adjustments thereto, and
      any other terms and conditions applicable to such conversion or exchange;

            3.1.7 the limitations, if any, applicable while such series is
      outstanding on the payment of dividends or making of distributions on, or
      the acquisition or redemption of, Common Shares or any other class of
      shares ranking junior, either as to dividends or upon liquidation, to the
      shares of such series;

            3.1.8 the conditions or restrictions, if any, upon the issue of any
      additional shares (including additional shares of such series or any other
      series or of any other class) ranking on a parity with or prior to the
      shares of such series either as to dividends or upon liquidation; and

                                       4

<PAGE>

            3.1.9 any other preferences and relative, participating, optional or
      other special rights, and the qualifications, limitations or restrictions
      thereof, of shares of such series;

in each case, so far as not inconsistent with the provisions of this Certificate
of Incorporation or the laws of the State of New York as then in effect. All
Preferred Shares shall be identical and of equal rank except in respect to the
particulars that may be fixed by the Board of Directors as provided above, and
all shares of each series of Preferred Shares shall be identical and of equal
rank except as to the times from which cumulative dividends, if any, thereon
shall be cumulative. The number of authorized Preferred Shares may be increased
or decreased by the affirmative vote of the holders of a majority of the shares
of the Corporation entitled to vote thereon, without any requirement that such
increase or decrease be approved by a class vote on the part of the holders of
the Preferred Shares or any series thereof, or on the part of any other class of
shares of the Corporation, except as may be otherwise required by the laws of
the State of New York or provided in the certificate of amendment establishing
the voting rights of any series of Preferred Shares. The Board of Directors may
from time to time amend any of the provisions of any certificate of amendment
establishing any series of Preferred Shares, subject to any class voting rights
of the holders of such shares and subject to the requirements of the laws of the
State of New York.

      3.2 ESOP Convertible Cumulative Preferred Shares, Series A. The number,
designation, relative rights, preferences and limitations of the ESOP
Convertible Cumulative Preferred Shares, Series A, are as follows:

            3.2.1 Designation and Number of Shares. 89,772 of the Preferred
      Shares shall be, and be designated as, ESOP Convertible Cumulative
      Preferred Shares, Series A (hereinafter referred to as the "Series A
      Preferred Shares").

            3.2.2 Dividends.

                  3.2.2.1 The holders of the Series A Preferred Shares shall be
            entitled to receive, when and as declared by the Board of Directors,
            out of funds legally available for the payment of dividends,
            cumulative cash dividends in the amount of $17.10 per share per
            annum, and no more. Dividends shall accumulate and be payable
            quarterly on the fifteenth day of March, June, September and
            December in each year (each a "Dividend Payment Date" or
            collectively, "Dividend Payment Dates"), commencing September 15,
            1988, except that if any Dividend Payment Date is not a business day
            in New York City, then such quarterly dividend shall be payable on
            the next succeeding business day and such next succeeding business
            day shall be the Dividend Payment Date. Dividends on the Series A
            Preferred Shares shall accrue and be cumulative from the date of
            their original issue. The amount of dividends payable on the Series
            A Preferred Shares for each full quarterly dividend period shall be
            computed by dividing $17.10 by four. Dividends payable on the Series
            A Preferred Shares for the initial dividend period and for any
            period less than a full quarter shall be computed on the basis of a
            360-day year of twelve 30-day months. Dividends paid on Series A
            Preferred Shares in an amount less than the total amount of such
            dividends at the time

                                       5

<PAGE>

            accumulated and payable on such shares shall be allocated pro rata
            on a share-by-share basis among all such shares at the time
            outstanding.

                  3.2.2.2 If at any time the Corporation has failed to pay
            accrued dividends on any Series A Preferred Shares or any Parity
            Shares outstanding at the times such dividends are payable, unless
            the same have been or contemporaneously are paid in full or a sum
            sufficient for the payment thereof set aside for payment, the
            Corporation shall not:

                        (i) declare or pay any dividend on the Common Shares or
                  on any Junior Shares or make any payment on account of, or set
                  apart money for, a sinking or other analogous fund for, the
                  purchase, redemption or other retirement of, any Common
                  Shares, or any Junior Shares or make any distribution in
                  respect thereof, either directly or indirectly and whether in
                  cash or property or in obligations or shares of the
                  Corporation (other than in Common Shares or Junior Shares);

                        (ii) purchase any Series A Preferred Shares or Parity
                  Shares (except for a consideration payable in Common Shares or
                  Junior Shares) or redeem fewer than all of the Series A
                  Preferred Shares and Parity Shares then outstanding; or

                        (iii) permit any corporation or other entity directly or
                  indirectly controlled by the Corporation to purchase any
                  Common Shares, Junior Shares, Series A Preferred Shares or
                  Parity Shares.

            Unless and until all dividends accrued and payable but unpaid on
            Series A Preferred Shares and any Parity Shares at the time
            outstanding have been paid in full, all dividends declared by the
            Corporation upon Series A Preferred Shares or Parity Shares shall be
            declared pro rata with respect to all Series A Preferred Shares and
            Parity Shares then outstanding, so that the amounts of any dividends
            declared on Series A Preferred Shares and such Parity Shares shall
            in all cases bear to each other the same ratio that, at the time of
            such declaration, all accrued and payable but unpaid dividends on
            Series A Preferred Shares and such other Parity Shares,
            respectively, bear to each other.

            3.2.3 Optional Redemptions.

                  3.2.3.1 The Corporation may, at its option, at any time and
            from time to time after June 15, 1991, redeem all, or any number
            less than all, of the outstanding Series A Preferred Shares. Any
            redemption of Series A Preferred Shares shall be effected at the
            prices set forth below:

                                       6

<PAGE>

<TABLE>
<CAPTION>
    If Redeemed During the                             Redemption Price
Twelve-Month Period Beginning                             Per Share
-----------------------------                          ----------------
<S>                                                    <C>
    June 15, 1991                                           $227.39
    June 15, 1992                                           $225.68
    June 15, 1993                                           $223.97
    June 15, 1994                                           $222.26
    June 15, 1995                                           $220.55
    June 15, 1996                                           $218.84
    June 15, 1997                                           $217.13
    June 15, 1998                                           $215.42
</TABLE>

            and thereafter at $213.71 per share plus, in each case, an amount
            equal to all dividends (whether or not declared or due) accrued and
            unpaid on such Series A Preferred Share to the date fixed for
            redemption.

                  3.2.3.2 In the event of a change or a proposed change in the
            Federal tax laws, which has the effect of precluding the Corporation
            from claiming a tax deduction for dividends paid on the Series A
            Preferred Shares as provided by section 404(k)(2) of the Internal
            Revenue Code of 1986, as amended, the Corporation may, at its
            option, at any time and from time to time thereafter redeem all of
            the outstanding Series A Preferred Shares at a price equal to
            $213.71 per share, plus, in each case, an amount equal to all
            dividends (whether or not declared or due) accrued and unpaid on
            such Series A Preferred Shares to the date fixed for redemption.

                  3.2.3.3 Notwithstanding the foregoing provisions of this
            clause (3), the Corporation may elect to pay the redemption price
            for all Series A Preferred Shares in shares of Qualifying Employer
            Securities of the Corporation rather than in cash. The redemption
            price per share shall be equal to the number of shares of Qualifying
            Employer Securities having a fair value (as determined in good faith
            by the Board of Directors) equal to the cash which would have been
            paid pursuant to the foregoing clause 3.2.3.1 or 3.2.3.2, as the
            case may be.

                  3.2.3.4 Notice of any proposed redemption of Series A
            Preferred Shares pursuant to this clause 3.2.3 shall be given by the
            Corporation by mailing a copy of such notice no less than 20 days
            nor more than 60 days prior to the date fixed for such redemption to
            holders of record of the Series A Preferred Shares to be redeemed at
            their respective addresses appearing on the books of the
            Corporation. Such notice shall specify (i) the shares called for
            redemption, (ii) the redemption price and (iii) the place at which
            and the date on which the shares called for redemption will, upon
            presentation and surrender of the certificates of stock evidencing
            such shares, be redeemed and the redemption price therefor paid. In
            the case of the redemption of the less than all the outstanding
            Series A Preferred Shares, the Corporation will select the shares to
            be redeemed among all then

                                       7

<PAGE>

            outstanding Series A Preferred Shares in such manner as may be
            prescribed by the Board of Directors. From and after the date fixed
            in any such notice as of the date of redemption of Series A
            Preferred Shares, unless the Corporation shall default in providing
            monies at the time and place specified for the payment of the
            redemption price (including any accrued and unpaid dividends)
            pursuant to such notice, all dividends on the Series A Preferred
            Shares thereby called for redemption shall cease to accrue, such
            Series A Preferred Shares shall no longer be deemed to be
            outstanding and all rights of the holders thereof as shareholders of
            the Corporation, except the right to receive the redemption price
            (including any accrued and unpaid dividends), shall cease and
            terminate.

                  3.2.3.5 The holder of any Series A Preferred Shares redeemed
            pursuant to this clause 3.2 upon any exercise of the Corporation's
            redemption right shall not be entitled to receive payment of the
            redemption price for such shares until such holder shall cause to be
            delivered to the place specified in the notice given with respect to
            such redemption (i) the certificate or certificates representing
            such Series A Preferred Shares and (ii) transfer instrument(s)
            satisfactory to the Corporation and sufficient to transfer such
            Series A Preferred Shares to the Corporation free of any adverse
            interest. No interest shall accrue on the redemption price of any
            Series A Preferred Shares after the date fixed for its redemption.

                  3.2.3.6 All Series A Preferred Shares which shall at any time
            have been redeemed shall, after such redemption, have the status of
            authorized but unissued Preferred Shares, without designation as to
            series, and the number of Preferred Shares which the Corporation
            shall have authority to issue shall not be decreased by the
            redemption of Series A Preferred Shares.

            3.2.4 Redemption Upon Merger or Consolidation.

                  3.2.4.1 In the event an Option Event occurs, each holder of
            Series A Preferred Shares may require the Corporation to redeem all
            or any portion of the Series A Preferred Shares owned by such holder
            at a price per share equal to $213.71 plus, in each case, an amount
            equal to all dividends (whether or not declared or due) accrued and
            unpaid on such Series A Preferred Share to the date fixed for
            redemption. The Corporation will notify each holder of Series A
            Preferred Shares of a proposed Option Event at least 30 days prior
            to the occurrence thereof, and each such holder will have until 10
            days prior to the occurrence of such proposed Option Event to
            request redemption (by written notice delivered to the Corporation)
            of all or any portion the Series A Preferred Shares owned by such
            holder. Upon receipt of such request, the Corporation will be
            obligated to redeem the number of Series A Preferred Shares
            specified in such request upon the occurrence of the Option Event.
            An "Option Event" will be deemed to have occurred in the event of
            the occurrence of (i) any consolidation of the Corporation with, or
            merger of the Corporation into, any other Person, (ii) any merger of
            another Person into the Corporation (other than a consolidation or

                                       8

<PAGE>

            merger in which the Corporation is the continuing corporation and
            which does not result in any reclassification or change of
            outstanding Common Shares) or (iii) any sale or transfer of all or
            substantially all of the assets of the Corporation, other than any
            such consolidation, merger, sale or transfer in which the kind and
            amount of cash, securities and other property receivable by a holder
            of Common Shares pursuant to such transaction shall either (a)
            include cash at least equal to the Conversion Price in effect
            immediately prior to such consolidation, merger, sale or transfer,
            or (b) consist solely of publicly-traded common stock of either (Y)
            the Person formed by such consolidation or resulting from such
            merger or which acquires such assets, as the case may be, or (Z) the
            Person (if any) which owns 100% of the voting stock of the Person
            referred to in subclause (Y), provided that such common stock then
            constitutes a Qualifying Employer Security.

                  3.2.4.2 In the event that the holders of 85% or more of all of
            the outstanding Series A Preferred Shares cause the Corporation to
            redeem such shares pursuant to clause 3.2.4.1, the Corporation may,
            at its option, at any time and from time to time thereafter redeem
            all of the remaining outstanding shares of Series A Preferred Shares
            at a price per share equal to $213.71 plus, in each case, an amount
            equal to all dividends (whether or not declared or due) accrued and
            unpaid on such Series A Preferred Share to the date fixed for
            redemption. The Corporation shall provide notice to the holders of
            the Series A Preferred Shares to be redeemed in accordance with
            clause 3.2.3.3.

                  3.2.4.3 Notwithstanding the foregoing provisions of this
            clause 3.2.4, the Corporation (or its successor) may elect to pay
            the redemption price for all Series A Preferred Shares in shares of
            Qualifying Employer Securities of the Corporation (or its successor)
            rather than in cash. The redemption price per share shall be equal
            to the number of shares of Qualifying Employer Securities having a
            fair value (as determined in good faith by the Board of Directors)
            equal to the cash which would have been paid pursuant to the
            foregoing clause 3.2.4.1 or 3.2.4.2, as the case may be.

            3.2.5 Conversion Rights.

                  3.2.5.1 Each Series A Preferred Share shall be convertible at
            the option of the holder thereof at any time (except that if any
            such share shall have been called for redemption, then, as to such
            share, such right shall terminate at the close of business on the
            date two business days prior to the date fixed for such redemption,
            unless default shall be made by the Corporation in making the
            payment due upon redemption) into fully paid and nonassessable
            Common Shares. The number of Common Shares issued upon conversion of
            each Series A Preferred Share shall be equal to $213.71 divided by
            the Conversion Price then in effect. The Conversion Price initially
            shall be $21.371; provided that the Conversion Price shall be
            subject to adjustment from time to time in certain instances as
            hereinafter provided.

                                       9

<PAGE>

                  3.2.5.2 The Common Shares deliverable upon conversion of
            Series A Preferred Shares shall be Common Shares of the Corporation,
            par value $1.00 per share, as constituted at the date of this
            certificate, except as otherwise provided in subclauses (i) and
            (vii) of clause 3.2.5.5, and in clause 3.2.5.6.

                  3.2.5.3 In order for any holder of Series A Preferred Shares
            to convert the same into Common Shares, such holder shall surrender
            the certificate or certificates for such Series A Preferred Shares
            at the corporate office of the Corporation for the Series A
            Preferred Shares during usual business hours, which certificate or
            certificates, if the Corporation shall so request, shall be duly
            endorsed to the Corporation or in blank, or accompanied by proper
            instruments of transfer to the Corporation or in blank, and shall
            give written notice to the Corporation at such office that such
            holder elects so to convert such Series A Preferred Shares, and
            state in writing therein the name or names in which such holder
            wishes the certificate or certificates for Common Shares to be
            issued.

                  3.2.5.4 The Corporation will, as soon as practicable after
            such deposit of certificates for Series A Preferred Shares
            accompanied by the written notice and the statement above
            prescribed, deliver at said office, to the Person for whose account
            such certificates for Series A Preferred Shares were so surrendered,
            or to such Person's nominee or nominees, certificates for the number
            of Common Shares to which such Person shall be entitled as
            aforesaid, together with any cash adjustment of any fraction of a
            share as hereinafter provided. Subject to the following provisions
            of this clause 3.2.5.4, such conversion shall be deemed to have been
            made immediately prior to the close of business on the date of such
            surrender of the Series A Preferred Shares to be converted, and the
            Person or Persons entitled to receive the Common Shares deliverable
            upon conversion of such Series A Preferred Shares shall be treated
            for all purposes as the record holder or holders of such Common
            Shares on such date. The Corporation shall not be required to
            convert any Series A Preferred Shares while the stock transfer books
            of the Corporation are closed for any purpose; but the surrender of
            Series A Preferred Shares for conversion during any period while
            such books are so closed shall become effective for conversion upon
            reopening of such books, as if the surrender had been made
            immediately prior to the close of business on the date of such
            reopening, and conversion shall be at the Conversion Price in effect
            at such date.

                  3.2.5.5 The Conversion Price shall be subject to adjustment as
            follows:

                        (i) In case the Corporation shall (A) pay a dividend on
                  its Common Shares in its Common Shares, (B) subdivide its
                  outstanding Common Shares into a greater number of shares, or
                  (C) combine its outstanding Common Shares into a smaller
                  number of shares, the Conversion Price in effect at the time
                  of the record date of such dividend, or the effective date of
                  such subdivision or combination, as the case may

                                       10

<PAGE>

                  be, shall be proportionately adjusted so that the holder of
                  any Series A Preferred Shares surrendered for conversion after
                  such time shall be entitled to receive the number and kind of
                  shares which such holder would have owned or have been
                  entitled to receive had such Series A Preferred Shares been
                  converted immediately prior to such time. Such adjustment
                  shall be made successively whenever any event listed above
                  shall occur and shall become effective retroactively to
                  immediately after the record date of such dividend or
                  immediately after the effective date of such subdivision or
                  combination.

                        (ii) Unless the holders of Series A Preferred Shares
                  shall be permitted to subscribe for or purchase Common Shares
                  on the same basis as if theretofore converted into Common
                  Shares, in case the Corporation shall issue rights or warrants
                  to all holders of its Common Shares entitling them (for a
                  period expiring within 45 days after the record date for the
                  determination of shareholders entitled to receive such rights
                  or warrants) to subscribe for or purchase Common Shares at a
                  price per share less than the Closing Price (as defined below)
                  per Common Share on such record date, then in each such case
                  the Conversion Price shall be adjusted to equal the price
                  determined by dividing the Conversion Price in effect
                  immediately prior to such record date by a fraction of which
                  the numerator shall be the number of Common Shares outstanding
                  on such record date plus the number of additional Common
                  Shares offered for subscription or purchase pursuant to such
                  rights or warrants and of which the denominator shall be the
                  number of Common Shares outstanding on such record date plus
                  the number of Common Shares which the aggregate offering price
                  of the total number of shares so offered pursuant to such
                  rights or warrants would purchase at such Closing Price. Such
                  adjustment shall be made successively whenever such rights or
                  warrants are issued, and shall become effective retroactively
                  to immediately after the record date for the determination of
                  shareholders entitled to receive such rights or warrants;
                  provided that in the event that all the Common Shares offered
                  for subscription or purchase are not delivered upon the
                  exercise of such rights or warrants, upon the expiration of
                  such rights or warrants the Conversion Price shall be
                  readjusted to the Conversion Price which would have been in
                  effect had the numerator and the denominator of the foregoing
                  fraction and the resulting adjustment been made based upon the
                  number of Common Shares actually delivered upon the exercise
                  of such rights or warrants rather than upon the number of
                  Common Shares offered for subscription or purchase. For the
                  purposes of this subclause (ii), the number of Common Shares
                  at any time outstanding shall not include shares held in the
                  treasury of the Corporation but shall include shares issuable
                  in respect of scrip certificates issued in lieu of fractions
                  of Common Shares.

                                       11

<PAGE>

                        (iii) In case the Corporation shall distribute, to all
                  holders of its Common Shares, shares of its capital stock
                  (other than Common Shares); evidences of indebtedness, cash or
                  assets of the Corporation (excluding any regular, periodic
                  dividend paid in, or distributions of, cash to the extent of
                  an amount (the "Non-Excess Portion") equal to the amount by
                  which such dividend is at a rate that is less than 150% of the
                  rate (adjusted for any subsequent mergers, consolidations, or
                  events of the type referred to in clauses (A), (B) and (C) of
                  clause (i) above) at which the last previous regular periodic
                  cash dividend was paid) or subscription rights or warrants to
                  subscribe for or purchase securities of the Corporation
                  (excluding those referred to in subclause (ii) above), then in
                  each such case the Conversion Price shall be adjusted to equal
                  the price determined by dividing the Conversion Price in
                  effect immediately prior to the record date for the
                  determination of shareholders entitled to receive such
                  distribution by a fraction of which the numerator shall be the
                  Closing Price per Common Share on such record date and of
                  which the denominator shall be such Closing Price per Common
                  Share less the amount equal to the sum of (x) the excess of
                  the cash distributed over the amount, if any, thereof
                  constituting the Non-Excess Portion and (y) the fair market
                  value (as determined by the Board of Directors, whose
                  determination shall be conclusive) of the portion of the
                  capital stock (other than Common Shares), evidences of
                  indebtedness or assets or subscription rights or warrants
                  distributed applicable to one Common Share. Such adjustment
                  shall be made successively whenever any such distribution is
                  made, and shall become effective retroactively to immediately
                  after such record date.

                        (iv) For the purpose of any computation under subclauses
                  (ii) and (iii) above, the "Closing Price" for each day shall
                  be the reported last sale price regular way or, in case no
                  such reported sale takes place on such day, the average of the
                  reported closing bid and asked prices regular way, in either
                  case as reported on the New York Stock Exchange Composite
                  Tape, or, if any time the Common Shares are not listed or
                  admitted to trading on such Exchange, on the principal
                  national securities exchange on which the Common Shares are
                  listed or admitted to trading, or if the Common Shares are not
                  listed or admitted to trading on any national securities
                  exchange, on the National Association of Securities Dealers
                  Automated Quotations National Market System, or if the Common
                  Shares are not listed or admitted to trading on any national
                  securities exchange or quoted on any such National Market
                  System, the average of the closing bid and asked prices in the
                  over-the-counter market as furnished by any New York Stock
                  Exchange member firm selected from time to time by the Board
                  of Directors for such purpose, or if no such bid and asked
                  prices can be obtained from any such firm, the fair market
                  value of one Common Share on each such day as determined in
                  good faith by the Board of Directors.

                                       12

<PAGE>

                        (v) In any case in which this clause 3.2.5.5 shall
                  require that an adjustment as a result of any event becomes
                  effective retroactively to immediately after a record date or
                  effective date for such event, the Corporation may elect to
                  defer until after the occurrence of such event issuing to the
                  holder of any Series A Preferred Shares converted after such
                  record date and before the occurrence of such event the
                  additional Common Shares issuable upon such conversion over
                  and above the Common Shares issuable upon such conversion on
                  the basis of the Conversion Price prior to adjustment and, in
                  lieu of the shares the issuance of which is so deferred, the
                  Corporation will cause its Transfer Agent to issue due bills
                  or other appropriate evidence of the right to receive such
                  shares and such cash.

                        (vi) No adjustment to the Conversion Price shall be
                  required unless such adjustment would require an increase or
                  decrease of at least 1% in the Conversion Price; provided that
                  the Corporation may make any such adjustment at its election;
                  and provided further that any adjustments which by reason of
                  this subclause (vi) are not made shall be carried forward and
                  taken into account in any subsequent adjustment. All
                  calculations under this clause 3.2.5.5 shall be made to the
                  nearest cent or to the nearest one-hundredth of a share, as
                  the case may be. Anything in this clause 3.2.5.5
                  notwithstanding, the Corporation shall be entitled to make
                  such deceases in the Conversion Price, in addition to those
                  required by this clause 3.2.5.5, as it in its discretion shall
                  determine to be advisable in order that any stock dividend,
                  subdivision or combination of shares, distribution of rights
                  or warrants to purchase stock or securities, or distribution
                  of securities convertible into or exchangeable for stock
                  hereafter made by the Corporation to its shareholders shall
                  not be taxable.

                        (vii) If the Corporation makes any distribution,
                  dividend, issuance of rights or warrants or subdivision,
                  combination or reclassification of or on the Common Shares, or
                  any security to which the conversion right addressed in this
                  clause 3.2.5 then applies, which is not covered by any of the
                  preceding provisions of this clause 3.2.5.5 and which
                  equitably requires an adjustment in the Conversion Price, such
                  adjustment shall be made as determined by the Board of
                  Directors of the Corporation. In such case, the determination
                  of the Board of Directors as to whether an adjustment in the
                  Conversion Price is required, the amount of any such
                  adjustment, and the effective date of any such adjustment
                  shall be conclusive.

                  3.2.5.6 In the case of any consolidation of the Corporation
            into, or merger of the Corporation with or into, any other
            corporation (other than a consolidation or merger in which the
            Corporation is the continuing corporation and which does not result
            in any reclassification or change of outstanding Common Shares), or
            in case of any sale or transfer of all or substantially all of the

                                       13

<PAGE>

            assets of the Corporation, or in case of any reclassification or
            change of outstanding Common Shares (other than a change in par
            value, or from par value to no par value, or from no par value to
            par value, or as a result of subdivision or combination, but
            including any reclassification of the Common Shares into two or more
            classes), or in case of any statutory exchange of securities with
            another corporation (including any exchange effected in connection
            with a merger of a third corporation into the Corporation), the
            holder of each Series A Preferred Share then outstanding shall have
            the right thereafter to convert such share into the kind and amount
            of shares of stock and other securities, cash and other property
            receivable upon such consolidation, merger, sale, transfer,
            reclassification, change or statutory exchange by a holder of the
            number of Common Shares of the Corporation into which such Series A
            Preferred Share might have been converted immediately prior to such
            consolidation, merger, sale, transfer, reclassification, change or
            statutory exchange (assuming that the holder of such Series A
            Preferred Share, as a holder of Common Shares prior to such
            transaction, would not have exercised any rights of election as a
            holder of Common Shares as to the kind or amount of shares of stock
            and other securities, cash and other property receivable upon such
            consolidation, merger, sale, transfer reclassification, change or
            statutory exchange; provided that if the kind of amount of shares of
            stock and other securities, cash and other property receivable upon
            such consolidation, merger, sale, transfer, reclassification, change
            or statutory exchange is not the same for each non-electing Common
            Share, then the kind and amount of shares of stock and other
            securities, cash and other property receivable shall be deemed to be
            the kind and amount so receivable by a plurality of the non-electing
            shares). In any such event, effective provision shall be made, in
            the articles or certificate of incorporation of the resulting or
            surviving corporation or other corporation issuing or delivering
            such shares of stock, other securities, cash or other property or
            otherwise, so that the provisions set forth herein for the
            protection of the conversion rights of the Series A Preferred Shares
            shall thereafter be applicable, as nearly as reasonably may be, to
            any such other shares of stock and other securities, cash or other
            property deliverable upon conversion of the Series A Preferred
            Shares remaining outstanding or other convertible stock or
            securities received by the holders of the Series A Preferred Shares
            in place thereof; and any such resulting or surviving corporation or
            other corporation issuing or delivering such shares of stock, other
            securities, cash or other property shall expressly assume the
            obligation to deliver, upon the exercise of the conversion
            privilege, such shares of stock, other securities, cash or other
            property as the holders of the Series A Preferred Shares remaining
            outstanding, or other convertible stock or securities received by
            the holders of the Series A Preferred Shares in place thereof, shall
            be entitled to receive, pursuant to the provisions hereof, and to
            make provision for the protection of the conversion right as above
            provided. In case shares of stock, other securities, cash or other
            property is deliverable upon conversion as aforesaid, then all
            references to Common Shares in this clause 3.2.5 shall be deemed to
            apply, so far as provided and as nearly as is reasonable, to any
            such shares, other securities, cash or other property. The above

                                       14

<PAGE>

            provisions shall similarly apply to successive consolidations,
            mergers, sales, transfers, reclassification, changes or statutory
            exchanges.

                  3.2.5.7 No fractional interests in Common Shares shall be
            issued upon conversion of Series A Preferred Shares. If more than on
            Series A Preferred Share shall be surrendered for conversion at one
            time by the same holder, the number of full Common Shares issuable
            by the Corporation upon conversion thereof shall be computed on the
            basis of the aggregate number of Series A Preferred Shares so
            surrendered. Instead of any fractional Common Share which would
            otherwise be issuable upon conversion of any Series A Preferred
            Share, the Corporation will pay a cash adjustment in respect of such
            fractional interest in an amount equal to the same fraction of the
            Closing Price per Common Share determined as of the business day
            preceding the date of conversion.

                  3.2.5.8 Whenever any adjustment is required in the Conversion
            Price or the number or type of shares of stock or other securities,
            cash or other property into which each Series A Preferred Shares is
            convertible, the Corporation shall forthwith (i) file with each of
            the Transfer Agent for the Series A Preferred Shares and the
            Transfer Agent for the Common Shares a statement describing in
            reasonable detail the adjustment in the Conversion Price or
            conversion right, the date on which the adjustment became effective
            and the facts requiring such adjustment and (ii) cause a copy of
            such statement to be mailed to the holders of record of the Series A
            Preferred Shares.

                  3.2.5.9 Upon any conversion of Series A Preferred Shares, the
            shares so converted shall have the status of authorized and unissued
            Preferred Shares, without designation as to series, and the number
            of Preferred Shares which the Corporation shall have authority to
            issue shall not be decreased by the conversion of Series A Preferred
            Shares. The Corporation shall at all times reserve and keep
            available, free from preemptive rights, out of its authorized and
            unissued Common Shares or Common Shares held as treasury shares,
            solely for the purpose of effecting the conversion of the Series A
            Preferred Shares, such number of its Common Shares as shall from
            time to time be sufficient to effect the conversion of all Series A
            Preferred Shares at such time outstanding. For the purpose of this
            clause 3.2.5.9, the full number of Common Shares, issuable upon the
            conversion of all outstanding Series A Preferred Shares shall be
            computed as if at the time of computation of such number of Common
            Shares all outstanding Series A Preferred Shares were held by a
            single holder. The Corporation shall from time to time, in
            accordance with the laws of the State of New York, increase the
            authorized number of its Common Shares if at any time the authorized
            number of its Common Shares not outstanding shall not be sufficient
            to permit the conversion of all the then outstanding Series A
            Preferred Shares.

                  3.2.5.10 The Corporation will pay any and all issue or other
            taxes that may be payable in respect of any issue or delivery of
            Common Shares on conversion of Series A Preferred Shares pursuant
            hereto. The Corporation shall

                                       15

<PAGE>

            not, however, be required to pay any tax which may be payable in
            respect of any transfer involved in the issue or delivery of Common
            Shares in a name other than that in which the Series A Preferred
            Shares so converted was registered, and no such issue or delivery
            shall be made unless and until the person requesting such issue has
            paid to the Corporation the amount of such tax, or has established,
            to the satisfaction of the Corporation, that such tax has been paid.

                  3.2.5.11 Before taking any action which would cause an
            adjustment reducing the Conversion Price below the then par value of
            the Common Shares, the Corporation will take any corporate action
            which may, in the opinion of its counsel, be necessary in order that
            the Corporation may validly and legally issue fully paid and
            nonassessable Common Shares at the Conversion Price as so adjusted.

                  3.2.5.12 In the event that: (i) the Corporation shall declare
            a dividend (or any other distribution) on its Common Shares (other
            than cash dividends paid out of the retained earnings of the
            Corporation and dividends payable in Common Shares); or (ii) the
            Corporation shall authorize the granting to the holders of its
            Common Shares of rights or warrants to subscribe for or purchase any
            shares of stock of any class or of any other rights or warrants; or
            (iii) of any reclassification or change of the Common Shares of the
            Corporation (other than a subdivision or combination of its
            outstanding Common Shares (but including any reclassification of the
            Common Shares into two or more classes), or a change in par value,
            or from par value to no par value, or from no par value to par
            value), or of any consolidation or merger to which the Corporation
            is a party or of any statutory exchange of securities with another
            corporation and for which approval of any shareholders of the
            Corporation is required, or of the sale or transfer of all or
            substantially all of the assets of the Corporation; or (iv) of the
            voluntary or involuntary dissolution, liquidation or winding-up of
            the Corporation; then, in each such case, the Corporation shall mail
            to each holder of Series A Preferred Shares at least fifteen days
            prior to the applicable date hereinafter specified, a notice stating
            (A) the date on which a record is to be taken for the purpose of
            such dividend, distribution of rights or warrants or, if a record is
            not to be taken, the date as of which the holders of Common Shares
            of record to be entitled to such dividend, distribution or rights or
            warrants are to be determined, or (B) the date on which such
            reclassification, change, consolidation, merger, sale, transfer,
            statutory exchange, dissolution, liquidation or winding-up is
            expected to become effective, and the dates of which it is expected
            that holders of Common Shares of record shall be entitled to
            exchange their Common Shares for securities, cash or other property
            deliverable upon such reclassification, change, consolidation,
            merger, sale, transfer, statutory exchange, dissolution, liquidation
            or winding-up. Failure to give such notice, or any defect therein,
            shall not, however, affect the legality or validity of any action
            described in subclauses (i), (ii), (iii) or (iv) of this clause
            3.2.5.12.

                                       16

<PAGE>

            3.2.6 Right of First Refusal. If the holder of any Series A
      Preferred Shares desires to accept an offer (which may be irrevocable by
      its terms for a least 60 days) from any prospective purchaser to purchase
      all or any part of the Series A Preferred Shares at any time owned by such
      holder, such holder shall give notice in writing to the Corporation (i)
      designating the number of shares proposed to be sold, (ii) naming the
      prospective purchaser of such shares and (iii) specifying the cash or
      other consideration or combination thereof (the "Offered Consideration")
      for which, and the terms (the "Offer Terms") upon which, such holder
      desires to sell the same. During the 30-day period following receipt of
      such notice (the "Refusal Period") by the Corporation, the Corporation
      shall have the right to purchase from such holder all (but not less than
      all) of the Series A Preferred Shares specified in such notice, with, at
      the option of the Corporation, cash in an amount equal to the fair value
      (as determined in good faith by the Board of Directors) of the Offered
      Consideration or Qualifying Employer Securities of the Corporation having
      a fair value (as determined in good faith by the Board of Directors) equal
      to the fair value (as determined in good faith by the Board of Directors)
      of the Offered Consideration and on the Offer Terms. The rights provided
      hereunder shall be exercised by written notice to such holder given at any
      time during the applicable period. If such right is exercised, the
      Corporation shall deliver such cash or Qualifying Employer Securities of
      the Corporation to such holder against delivery of certificates or other
      instruments representing the shares so purchased, appropriately endorsed
      by such holder. If such right shall not have been exercised prior to the
      expiration of the Refusal Period, then at any time during the 30 days
      following the expiration of the Refusal Period, such holder may sell such
      shares to (but only to) the intended purchaser named in his notice to the
      Corporation for the Offered Consideration and on the Offer Terms specified
      in such notice, free of all restrictions or obligations imposed by this
      clause 3.2.6.

            3.2.7 Liquidation.

                  3.2.7.1 The liquidation price of Series A Preferred Shares, in
            case of the voluntary or involuntary liquidation, dissolution or
            winding-up of the Corporation, shall be $213.71 per share, plus an
            amount equal to the dividends accrued and unpaid thereon to the
            payment date.

                  3.2.7.2 In the event if any voluntary or involuntary
            liquidation, dissolution or winding-up of the Corporation, the
            holders of Series A Preferred Shares shall be entitled to receive
            the liquidation price of such shares held by them in preference to
            and in priority over any distributions upon the Common Shares and
            all Junior Shares. Upon payment in full of the liquidation price to
            which the holders of Series A Preferred Shares are entitled, the
            holders of Series A Preferred Shares will not be entitled to any
            further participation in any distribution of assets by the
            Corporation. If the assets of the Corporation are not sufficient to
            pay in full the liquidation price payable to the holders of Series A
            Preferred Shares and the liquidation price payable to the holders of
            all Parity Shares, the holders of all such shares shall share
            ratably in such distribution of assets in accordance with the
            amounts which would be payable on such

                                       17

<PAGE>

            distribution if the amounts to which the holders of Series A
            Preferred Shares and the holders of Parity Shares are entitled were
            paid in full.

                  3.2.7.3 Neither a consolidation or merger of the Corporation
            with or into any other corporation, nor a merger of any other
            corporation with or into the Corporation, nor a sale or transfer of
            all or any part of the Corporation's assets for cash or securities
            shall be considered a liquidation, dissolution or winding-up of the
            Corporation within the meaning of this clause 3.2.7.

            3.2.8 Voting Rights.

                  3.2.8.1 In addition to any voting rights provided by
            applicable law or elsewhere in this clause 3.2.8, the holders of
            Series A Preferred Shares shall be entitled to vote upon all matters
            upon which the holders of Common Shares are entitled to vote and
            shall vote together with the holders of Common Shares (and of any
            other class or series which may similarly be entitled to vote with
            the Common Shares, if any) as a single class. For the purpose of any
            vote contemplated by this clause 3.2.8.1, each Series A Preferred
            Share shall be entitled to the number of votes equal to the number
            of Common Shares into which such Series A Preferred Share could then
            be converted (including for such purpose any fractional share into
            which it could then be converted were it not for the provisions of
            clause 3.2.5.7 pursuant to the provisions of clause 3.2.5 on the
            record date for the determination of shareholders entitled to vote
            on such matters multiplied by 1.23.

                  3.2.8.2 If at any time dividends payable on the Series A
            Preferred Shares, or on any Parity Shares, are in arrears and unpaid
            in an amount equal to or exceeding the amount of dividends payable
            thereon for six quarterly dividend periods, the number of members of
            the Board of Directors shall increase by two, and the holders of the
            outstanding Series A Preferred Shares and of such Parity Shares will
            have the exclusive right, voting separately as a class, to elect
            such two directors of the Corporation at the next regular or special
            meeting of shareholders of the Corporation. Such voting right will
            continue until all dividends on the Series A Preferred Shares and on
            such Parity Shares have been paid in full, at which time such voting
            right of the holders of Series A Preferred Shares and such Parity
            Shares will terminate, subject to re-vesting in the event of a
            subsequent arrearage. Upon any termination of the aforesaid voting
            right, the term of office of all the directors elected by holders of
            Series A Preferred Shares and such Parity Shares voting separately
            as a class will terminate and the number of members of the Board of
            Directors shall decrease by two.

            3.2.9 Certain Definitions. As used in this Paragraph 3.2 of this
      Certificate of Incorporation, the following terms shall have the following
      respective meanings:

            "Common Shares" shall include any shares of the Corporation of any
      class or series which have no preference or priority in the payment of
      dividends or in the

                                       18

<PAGE>

      distribution of assets upon any voluntary or involuntary liquidation,
      dissolution or winding-up of the Corporation and which are not subject to
      redemption by the Corporation. However, Common Shares issuable upon
      conversion of Series A Preferred Shares shall include only shares of the
      class designated as Common Shares as of the original date of issuance of
      Series A Preferred Shares, or shares of the Corporation of any classes or
      series resulting from any reclassification or reclassifications thereof
      and which have no preference or priority in the payment of dividends or in
      the distribution of assets upon any voluntary or involuntary liquidation.

            "Junior Shares" shall mean Preference Shares of any class of the
      Corporation which are by their terms expressly made junior to Series A
      Preferred Shares at the time outstanding both as to dividends and as to
      the distribution of assets on any voluntary or involuntary liquidation of
      the Corporation.

            "Parity Shares" shall mean any Preference Shares which are by their
      terms on a parity with the Series A Preferred Shares at the time
      outstanding both as to dividends and as to the distribution of assets on
      any voluntary or involuntary liquidation of the Corporation.

            "Person" shall mean and include an individual, a partnership, a
      joint venture, a corporation, a trust, an unincorporated organization and
      any government or any department or agency thereof.

            "Preference Shares" shall mean any class of shares of the
      Corporation ranking prior to at least one other class of shares of the
      Corporation as to the payment of dividends or the distribution of assets
      on any voluntary or involuntary liquidation of the Corporation.

            "Qualifying Employer Securities" shall have the meaning set forth in
      Section 4975(e)(8) of the Internal Revenue Code of 1986, as amended.

            "Senior Shares" shall mean any Preference Shares of any class of the
      Corporation which are by their terms expressly made senior to Series A
      Preferred Shares at the time outstanding both as to dividends and as to
      the distribution of assets on any voluntary or involuntary liquidation of
      the Corporation.

      3.3 Except as otherwise provided by the laws of the State of New York or
by any certificate of amendment filed pursuant to Paragraph 3.1 of this Article
THIRD, setting forth the relative rights, preferences and limitations of any
series of Preferred Shares, the entire voting power of the shares of the
Corporation for the election of Directors and for all other purposes, as well as
all other rights appertaining to shares of the Corporation, shall be vested
exclusively in the Common Shares. Each Common Share shall have one vote upon all
matters to be voted on by the holders of the Common Shares, and shall be
entitled to participate equally in all dividends payable with respect to the
Common Shares and to share ratably, subject to the rights and preferences of any
such Preferred Shares, in all assets of the Corporation in the event of any
voluntary or involuntary liquidation, dissolution or winding-up of the affairs
of the Corporation.

                                       19

<PAGE>

                                  ARTICLE FOUR

      The office of the Corporation is to be located in the City of New York,
Borough of Manhattan, County of New York and State of New York. The Secretary of
State of the State of New York is hereby designated as the agent of the
Corporation upon whom process in any action or proceeding against it may be
served within the State of New York, and the address to which the Secretary of
State shall mail a copy of any process against the Corporation which may be
served upon his or her pursuant to law is EDO Corporation, 60 East 42nd Street,
Suite 5010, New York, NY 10165.

                                  ARTICLE FIVE

      The number of directors constituting the entire Board of Directors of the
Corporation shall be not less than nine nor more than fifteen. The Board of
Directors shall be divided into three classes. The vote of the holders of 80% of
the outstanding shares of the Corporation entitled to vote thereon shall be
required to amend, alter, change or repeal this Article FIVE or to remove any
director without cause.

                                   ARTICLE SIX

      No shareholder of the Corporation, as such, shall be entitled as a matter
of right to purchase, subscribe for or otherwise acquire any new or additional
shares of the Corporation of any class, whether now or hereafter authorized, or
any options or warrants to purchase, subscribe for or otherwise acquire any such
new or additional shares, or any shares, notes, bonds, debentures or other
securities, convertible into or carrying options or warrants to purchase,
subscribe for or otherwise acquire any such new or additional shares.

                                  ARTICLE SEVEN

      7.1 Vote Required for Certain Business Combinations.

          7.1.1 Higher Vote for Certain Business Combinations. In addition to
      any affirmative vote required by law or this Certificate of Incorporation,
      and except as otherwise expressly provided in Section 7.2 of this Article
      SEVEN:

                  (i) any merger or consolidation of the Corporation or any
            Subsidiary (as hereinafter defined) with (a) any Interested
            Shareholder (as hereinafter defined) or (b) any other corporation
            (whether or not itself an Interested Shareholder) which is, or after
            such merger or consolidation would be, an Affiliate (as hereinafter
            defined) of an Interested Shareholder; or

                  (ii) any sale, lease, exchange, mortgage, pledge, transfer or
            other disposition (in one transaction or a series of transactions)
            to or with any Interested Shareholder or any Affiliate of any
            Interested Shareholder of any assets of the

                                       20

<PAGE>

            Corporation, or any Subsidiary having an aggregate Fair Market Value
            (as hereinafter defined) of $1,000,000 or more; or

                  (iii) the issuance or transfer by the Corporation or any
            Subsidiary (in one transaction or a series of transactions) of any
            securities of the Corporation or any Subsidiary to any Interested
            Shareholder or any Affiliate of any Interested Shareholder in
            exchange for cash, securities, or other property (or a combination
            thereof) having an aggregate Fair Market Value of $1,000,000 or
            more; or

                  (iv) the adoption of any plan or proposal for the liquidation
            or dissolution of the Corporation proposed by or on behalf of an
            Interested Shareholder or any Affiliate of any Interested
            Shareholder; or

                  (v) any reclassification of securities (including any reverse
            stock split), or recapitalization of the Corporation, or any merger
            or consolidation of the Corporation with any of its Subsidiaries or
            any other transaction (whether or not with or into or otherwise
            involving an Interested Shareholder) which has the effect, directly
            or indirectly, of increasing the proportionate share of the
            outstanding shares of any class of equity or convertible securities
            of the Corporation or any Subsidiary which is directly or indirectly
            owned by any Interested Shareholder or any Affiliate of any
            Interested Shareholder;

      shall require the affirmative vote of the holders of two-thirds of the
      outstanding Shares of the Corporation entitled to vote generally in the
      election of Directors (the "Voting Shares"), which are not beneficially
      owned directly or indirectly by an Interested Shareholder voting together
      as a single class (it being understood that for purposes of this Article
      SEVENTH, each share of the Voting Shares shall have the number of votes
      granted to it pursuant to Article THIRD of this Certificate of
      Incorporation). Such affirmative vote shall be required notwithstanding
      the fact that no vote may be required, or that a lesser percentage may be
      specified, by law or in any agreement with any national securities
      exchange or otherwise.

            7.1.2 Definition of "Business Combination." The term "Business
      Combination" as used in this Article SEVEN shall mean any transaction
      which is referred to in any one or more of clauses (i) through (v) of
      paragraph 7.1.1 of this Section 7.1.

      7.2 When Higher Vote is Not Required. The provisions of Section 7.1 of
this Article SEVEN shall not be applicable to any particular Business
Combination; and such Business Combination shall require only such affirmative
vote as is required by law and any other provision of this Restated Certificate
of Incorporation, if all the conditions specified in either of the following
paragraphs 7.2.1 and 7.2.2 are met.

            7.2.1 Approval by Continuing Directors. The Business Combination
      shall have been approved by a majority of the Continuing Directors (as
      hereinafter defined).

                                       21

<PAGE>

            7.2.2 Price and Procedure Requirements. All of the following
      conditions shall have been met:

                  (i) The aggregate amount of the cash and the Fair Market Value
            as of the date of the consummation of the Business Combination of
            consideration other than cash to be received per share by holders of
            Common Shares in such Business Combination shall be at least equal
            to the highest of the following:

                        (a) A price equal to the Fair Market Value of the Common
                  Shares on the date of the first public announcement of the
                  proposed Business Combination multiplied by a fraction the
                  numerator of which is the highest per share price (including
                  brokerage commissions and/or soliciting dealers' fees) which
                  the Interested Shareholder has theretofore paid for any of the
                  Common Shares already owned by it and the denominator of which
                  is the Fair Market Value of the Common Shares immediately
                  prior to the commencement of acquisition of the Common Shares
                  by the Interested Shareholder;

                        (b) The highest per share price (including brokerage
                  commissions and/or soliciting dealers' fees) paid by the
                  Interested Shareholder in acquiring any of its holdings of the
                  Common Shares;

                        (c) The Fair Market Value per Common Share on the date
                  of the first public announcement of the proposed Business
                  Combination or on the date on which the Interested Shareholder
                  became an Interested Shareholder, whichever is higher; and

                        (d) The earnings per Common Share of the Corporation for
                  the four full consecutive fiscal quarters immediately
                  preceding the record date for solicitation of votes on such
                  Business Combination, multiplied by the then price/earnings
                  multiple (if any) of the Interested Shareholder as customarily
                  computed and reported in the financial community.

                  (ii) The consideration to be received by holders of a
            particular class or series of outstanding Voting Shares shall be in
            cash or in the same form as the Interested Shareholder has
            previously paid for shares of such class or series. If the
            Interested Shareholder has paid for Voting Shares of any class or
            series with varying forms of consideration, the form of
            consideration for such class or series in the Business Combination
            shall be either cash or the form used to acquire the largest number
            of shares of such class or series previously acquired by the
            Interested Shareholder prior to the first public announcement of the
            proposed Business Combination.

                  (iii) After such Interested Shareholder has become an
            Interested Shareholder and prior to the consummation of such
            Business Combination: (a) except as approved by a majority of the
            Continuing Directors, there shall have

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            been no failure to declare and pay at the regular date therefor any
            full quarterly dividends (whether or not cumulative) on the
            outstanding Preferred Shares; (b) there shall have been (1) no
            reduction in the annual rate of dividends paid on the Common Shares
            (except as necessary to reflect any subdivision of the Common
            Shares), except as approved by a majority of the Continuing
            Directors, and (2) an increase in such annual rate of dividends as
            necessary to reflect any reclassification (including any reverse
            stock split), recapitalization, reorganization or any similar
            transaction which has the effect of reducing the number of
            outstanding Common Shares, unless the failure so to increase such
            annual rate is approved by a majority of the Continuing Directors;
            and (c) such Interested Shareholder shall have not become the
            beneficial owner of any additional Voting Shares except as part of
            the transaction which results in such Interested Shareholder
            becoming an Interested Shareholder.

                  (iv) After such Interested Shareholder has become an
            Interested Shareholder, such Interested Shareholder shall not have
            received the benefit, directly or indirectly (except proportionately
            as a shareholder), of any loans, advances, guarantees, pledges or
            other financial assistance or any tax credits or other tax
            advantages provided by the Corporation, whether in anticipation of
            or in connection with such Business Combination or otherwise.

                  (v) A proxy or information statement describing the proposed
            Business Combination and complying with the requirements of the
            Securities Exchange Act of 1934 and the rules and regulations
            thereunder (or any subsequent provisions replacing such Act rules or
            regulations) shall be mailed to public shareholders of the
            Corporation at least 30 days prior to the consummation of such
            Business Combination (whether or not such proxy or information
            statement is required to be mailed pursuant to such Act or
            subsequent provisions).

      7.3 Certain Definitions. For the purposes of this Article SEVEN:

          7.3.1 A "person" shall mean any individual, firm, corporation or
      other entity.

          7.3.2 "Interested Shareholder" shall mean any person (other than the
      Corporation or any Subsidiary, and other than any employee stock ownership
      plan or the employee benefit plan of the Corporation or any subsidiary or
      any trustee of, or fiduciary with respect to, any such plan when acting in
      such capacity) who or which:

                  (i) is the beneficial owner, directly or indirectly, of 10% or
            more of the Voting Shares; or

                  (ii) is an Affiliate of the Corporation and at any time within
            the two-year period immediately prior to the date in question was
            the beneficial owner, directly or indirectly, of 10% or more of the
            Voting Shares; or

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<PAGE>

                  (iii) is an assignee of or has otherwise succeeded to any
            Voting Shares which were at any time within the two-year period
            immediately prior to the date in question beneficially owned by any
            Interested Shareholder, if such assignment or succession shall have
            occurred in the course of a transaction or series of transactions
            not involving a public offering within the meaning of the Securities
            Act of 1933.

            7.3.3 A person shall be a "beneficial owner" of any Voting Shares:

                  (i) which such person or any of its Affiliates or Associates
            (as hereinafter defined) beneficially owns, directly or indirectly;
            or

                  (ii) which such person or any of its Affiliates or Associates
            has (a) the right to acquire (whether such right is exercisable
            immediately or only after the passage of time), pursuant to any
            agreement, arrangement or understanding or upon the exercise of
            conversion rights, exchange rights, warrants or options, or
            otherwise, or (b) the right to vote pursuant to any agreement,
            arrangement or understanding; or

                  (iii) which are beneficially owned, directly or indirectly, by
            any other person with which such person or any of its Affiliates or
            Associates has any agreement, arrangement or understanding for the
            purpose of acquiring, holding, voting or disposing of any Voting
            Shares.

            7.3.4 For the purposes of determining whether a person is an
      Interested Shareholder pursuant to paragraph 7.3.2 of this Section 7.3,
      the number of Voting Shares deemed to be outstanding shall include shares
      deemed owned through application of paragraph 7.3.3 of this Section 7.3
      but shall not include any other Voting Shares which may be issuable
      pursuant to any agreement, arrangement or understanding, or upon exercise
      of conversion rights, warrants or options, or otherwise.

            7.3.5 "Affiliate" or "Associate" shall have the respective meanings
      ascribed to such terms in Rule 12b-2 of the General Rules and Regulations
      under the Securities Exchange Act of 1934, as in effect on March 9, 1983.

            7.3.6 "Subsidiary" means any corporation of which a majority of each
      class of equity security is owned, directly or indirectly, by the
      Corporation; provided, however, that for the purposes of the definition of
      Interested Shareholder set forth in paragraph 7.3.2 of this Section 7.3,
      the term "Subsidiary" shall mean only a corporation of which a majority of
      each class of equity security is owned, directly or indirectly, by the
      Corporation.

            7.3.7 "Continuing Director" means any member of the Board of
      Directors of the Corporation (the "Board") who is unaffiliated with the
      Interested Shareholder and was a member of the Board prior to the time
      that the Interested Shareholder became an Interested Shareholder, and any
      successor of a Continuing Director who is unaffiliated

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<PAGE>

      with the Interested Shareholder and is recommended to succeed a Continuing
      Director by a majority of the Continuing Directors then on the Board. For
      purposes of this Article SEVEN, any action by "a majority of Continuing
      Directors" shall require the affirmative votes of a majority of the
      Continuing Directors then in office at a time when there are at least
      seven Continuing Directors.

            7.3.8 "Fair Market Value" means:

                  (i) in the case of shares, the highest closing sale price per
            share during the 30-day period immediately preceding the date in
            question on the Composite Tape, or, if such shares are not quoted on
            the Composite Tape, on the principal United States securities
            exchange registered under the Securities Exchange Act of 1934 on
            which such shares are listed, or, if such shares are not listed on
            any such exchange, the highest closing bid quotation with respect to
            such shares during the 30-day period preceding the date in question
            on the National Association of Securities Dealers, Inc. Automated
            Quotations Systems or any system then in use, or if no such
            quotations are available, the fair market value on the date in
            question per share as determined by the Board in good faith; and

                  (ii) in the case of property other than cash or shares, the
            fair market value of such property on the date in question as
            determined by the Board in good faith.

            7.3.9 In the event of any Business Combination in which the
      Corporation survives, the phrase "other consideration to be received" as
      used in paragraph 7.2.2 (i) of Section 7.2 of this Article SEVEN shall
      include the Common Shares and/or other shares of any other class of
      outstanding Voting Shares retained by the holders of such shares.

      The directors of the Corporation shall have the power and duty to
determine for the purposes of this Article SEVEN, on the basis of information
known to them after reasonable inquiry, (A) whether a person is an Interested
Shareholder, (B) the number of Voting Shares beneficially owned by any person,
(C) whether a person is an Affiliate or Associate of another, and (D) whether
the assets which are the subject of any Business Combination have, or the
consideration to be received for the issuance or transfer of securities by the
Corporation or any Subsidiary in any Business Combination has, an aggregate Fair
Market Value of $1,000,000 or more.

      7.4 No Effect on Fiduciary Obligations of Interested Shareholders. Nothing
contained in this Article SEVEN shall be construed to relieve any Interested
Shareholder from any fiduciary obligation imposed by law.

      7.5 Amendment, Repeal, etc. Notwithstanding any other provisions of this
Certificate of Incorporation or the By-Laws of the Corporation (and
notwithstanding the fact that a lesser percentage may be specified by law, this
Restated Certificate of Incorporation or by By-Laws of the Corporation), the
affirmative vote of the holders of two-thirds of the outstanding Voting Shares
of the Corporation which are not beneficially owned directly or indirectly by an
Interested

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<PAGE>

Shareholder voting together as a single class, shall be required to amend or
repeal, or adopt any provisions inconsistent with, this Article SEVEN of this
Certificate of Incorporation.

                                  ARTICLE EIGHT

      No director of the Corporation shall be liable to the Corporation or its
shareholders for damages for any breach of duty in such capacity, provided that
nothing contained in this Article EIGHT shall eliminate or limit:

            (a) the liability of any director if a judgment or other final
      adjudication adverse to such director establishes that his or her acts or
      omissions were in bad faith or involved intentional misconduct or a
      knowing violation of law or that such director personally gained in fact a
      financial profit or other advantage to which such director was not legally
      entitled or that his or her acts violated section 719 of the Business
      Corporation Law of the State of New York; or

            (b) the liability of any director for any act or omission prior to
      the adoption of the amendment to this Certificate of Incorporation that
      included this Article EIGHTH.

      IN WITNESS WHEREOF, the undersigned has made and subscribed this Restated
Certificate of Incorporation and affirmed it as true under penalties of perjury,
this 15th day of May, 2003.

                                  /s/ William J. Frost
                                  ---------------------------------------------
                                  William J. Frost
                                  Secretary and Vice- President, Administration

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<PAGE>

                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                                 EDO CORPORATION

                UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

      The undersigned, being Secretary and Vice-President, Administration, of
EDO Corporation, hereby certifies:

      1. The name of the Corporation is EDO Corporation. The name under which
the Corporation was originally incorporated was Edo Aircraft Corporation.

      2. The Corporation's Certificate of Incorporation was filed by the
Department of State on October 16, 1925.

      3. A Restatement of the Certificate of Incorporation was filed by the
Department of State on November 23, 1983.

      4. A Restatement of the Certificate of Incorporation was filed by the
Department of State on May 27, 2003.

      5. The Restated Certificate of Incorporation, as now in effect, is further
amended as set forth below, as authorized by Section 801 of the Business
Corporation Law, to provide for annual election of directors.

      6. In order to accomplish the foregoing, the Restated Certificate of
Incorporation is amended to read as follows:

      The second and third sentences of Article FIFTH of the Restated
      Certificate of Incorporation shall be deleted in their entirety and
      replaced by the following:

            The directors elected at the annual meeting of shareholders held in
            2004 shall, along with the directors elected at the annual meetings
            of shareholders held in 2002 and 2003, serve until the annual
            meeting of shareholders to be held in 2005 and until their
            successors shall be elected and qualified, or until their earlier
            death, resignation or removal. Beginning with the annual meeting of
            shareholders to be held in 2005, at each annual meeting of
            shareholders the directors elected at such meeting shall serve until
            the next annual meeting of shareholders and until their successors
            shall be elected and qualified, or until their earlier death,
            resignation or removal. Any one or more or all of the directors may
            be removed for cause at any

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<PAGE>

            time by the vote of the shareholders holding a majority of the
            shares of the corporation, at any special or regular meeting and
            thereupon the terms of each director or directors who shall have
            been removed shall forthwith terminate and there shall be a vacancy
            or vacancies in the Board of Directors to be filled as provided in
            the By-laws of the Company.

      6. The foregoing Amendment of the Restated Certificate of Incorporation
was authorized by the vote of the board of directors followed by the affirmative
vote of 88% of holders of outstanding shares of the Corporation entitled to vote
thereon at a meeting of the shareholders held on April 27, 2004.

      IN WITNESS WHEREOF, the undersigned has made and subscribed this
Certificate of Amendment of the Certificate of Incorporation and affirmed it as
true under penalties of perjury, this 10th day of May, 2004.

                                     /s/ William J. Frost
                                     -------------------------------------------
                                     William J. Frost
                                     Vice President-Administration and Secretary

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