RESTATED CERTIFICATE OF INCORPORATION
                                OF
                  EMCEE BROADCAST PRODUCTS, INC.

     EMCEE Broadcast Products, Inc., a corporation organized and existing under
the laws of the State of Delaware, hereby certifies as follows:
     1.   The name of the corporation is EMCEE Broadcast Products, Inc., and
the name under which the corporation was originally incorporated is Electronics,
Missiles & Communications, Inc. 
          The date of filing of its original Certificate of Incorporation with
the Secretary of State was May 23, 1960.
     2.   This Restated Certificate of Incorporation only restates and
integrates and does not further amend the provisions of the Certificate of
Incorporation of this corporation as heretofore amended or supplemented, and
there is no discrepancy between those provisions and the provisions of this
Restated Certificate of Incorporation.
     3.   The text of the Certificate of Incorporation as amended or
supplemented heretofore is hereby restated without further amendments or changes
to read as herein set forth in full:
          FIRST.    The name of the corporation is EMCEE BROADCAST
     PRODUCTS, INC.
          SECOND.   Its principal office in the State of Delaware is
     located at No. 100 West Tenth Street, in the City of Delaware,
     County of New Castle. The name and address of its resident agent is
     The Corporation Trust Company, No. 100 West Tenth Street, Wilmington
     99, Delaware.
          THIRD.    The nature of the business, or objects or purposes
     to be transacted, promoted or carried on are:
               To manufacture, produce, assemble, fabricate, import,
     lease, purchase or otherwise acquire; to invest in, use, hold, own,
     license the use of, install, handle, maintain, service or repair, to
     sell, pledge, mortgage, exchange, export, import, distribute, lease,
     assign, and otherwise dispose of, and generally trade in and deal
     in, to carry on research, development, engineering, design, 
     technical studies, consulting, invention, and  revision of,
     electronic systems, equipment and components, and electrical, and
     electromechanical apparatus and equipment of all kinds and
     descriptions, electronics, telecommunications, communications and
     similar equipment of all descriptions, including but not limited to
     high frequency, very high frequency, ultra high frequency,
     microwave, infra-red, relays and repeaters, electronic test
     equipment, equipment and systems for relaying broadcasting,
     transmitting and receiving signals, equipment and systems for
     computing measurements and control of signals, radio, sonar, radar,
     television and related and similar devices and equipment, cables,
     motors, dynamos, generating plants, meters, supplies, parts,
     equipment, apparatus, machinery, improvements, appliances, tools and
     goods, wares, merchandise, commodities, articles of commerce and
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property of every kind and description, services of every kind and description
dealing with communications, reception and transmission of sound and light 
waves,and all and any products, machinery, equipment and supplies used or useful
in connection with the foregoing. 

               To manufacture, purchase or otherwise acquire, invest
     in, own, mortgage, pledge, sell, assign and transfer or otherwise
     dispose of, trade, deal in and deal with goods, wares and
     merchandise and personal property of every class and description. 

               To acquire, and pay for in cash, stock or bonds of this
     corporation or otherwise, the good will, rights, assets and
     property, and to undertake or assume the whole or any part of the
     obligations or liabilities of any person, firm, association or
     corporation. 

               To acquire, hold, use, sell, assign, lease, grant
     licenses in respect of, mortgage or otherwise dispose of letters
     patent of the United States or any foreign country, patent rights,
     licenses and privileges, inventions, improvements and processes,
     copyrights, trade-marks and trade names, relating to or useful in
     connection with any business of this corporation. 

               To acquire by purchase, subscription or otherwise, and
     to receive, hold, own, guarantee, sell, assign, exchange, transfer,
     mortgage, pledge or otherwise dispose of or deal in and with any of
     the shares of the capital stock, or any voting trust certificates in
     respect of the shares of capital stock, scrip, warrants, rights,
     bonds, debentures, notes, trust receipts, and other securities,
     obligations, choses in action and evidences of indebtedness or
     interest issued or created by any corporations, joint stock
     companies, syndicates, associations, firms, trusts or persons,
     public or private, or by the government of the United States of
     America, or by any foreign government, or by any state, territory,
     province, municipality or other political subdivision or by any
     governmental agency, and as owner thereof to possess and exercise
     all the rights, powers and privileges of ownership, including the
     right to execute consents and vote thereon, and to do any and all
     acts and things necessary or advisable for the preservation,
     protection, improvement and enhancement in value thereof. 

               To enter into, make and perform contracts of every kind
     and description with any person, firm, association, corporation,
     municipality, county, state, body politic or government or colony or
     dependency thereof. 

               To borrow or raise moneys for any of the purposes of the
     corporation and, from time to time without limit as to amount, to
     draw, make, accept, endorse, execute and issue promissory notes,
     drafts, bills of exchange, warrants, bonds, debentures and other
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     negotiable or non-negotiable instruments and evidences of indebtedness,
     and to secure the payment of any thereof and of the interest thereon by
     mortgage upon or pledge, conveyance or assignment in trust of the whole or
     any part of the property of the corporation, whether at the time owned or
     thereafter acquired, and to sell, pledge or otherwise dispose of such
     bonds or other obligations of the corporation for its corporate purposes. 

               To loan to any person, firm or corporation any of its
     surplus funds, either with or without security. 

               To purchase, hold, sell and transfer the shares of its
     own capital stock; provided it shall not use its funds or property
     for the purchase of its own shares of capital stock when such use
     would cause any impairment of its capital except as otherwise
     permitted by law, and provided further that shares of its own
     capital stock belonging to it shall not be voted upon directly or
     indirectly. 

               To have one or more offices, to carry on all or any of
     its operations and business and without restriction or limit as to
     amount to purchase or otherwise acquire, hold, own, mortgage, sell,
     convey or otherwise dispose of, real and personal property of every
     class and description in any of the states, districts, territories
     or colonies of the United States, and in any and all foreign
     countries, subject to the laws of such state, district, territory,
     colony or country. 

               In general, to carry on any other business in connection
     with the foregoing, and to have and exercise all the powers
     conferred by the laws of Delaware upon corporations formed under the
     General Corporation Law of the State of Delaware, and to do any or
     all of the things hereinbefore set forth to the same extent as
     natural persons might or could do. 
          The objects and purposes specified in the foregoing clauses
     shall, except where otherwise expressed, be in nowise limited or
     restricted by reference to, or inference from, the terms of any
     other clause in this certificate of incorporation, but the objects
     and purposes specified in each of the foregoing clauses of this
     article shall be regarded as independent objects and purposes. 
          FOURTH.   The total number of shares which the company shall
     be authorized to issue is nine million (9,000,000) shares of the Par
     Value of One and Two-Thirds Cents ($.01667) per share.
          No stockholder of this corporation shall by reason of his
     holding shares of any class have any preemptive or preferential
     right to purchase or subscribe to any shares of any class of this
     corporation, now or hereafter to be authorized, or any notes,
     debentures, bonds, or other securities convertible into or carrying
     options or warrants to purchase shares of any class, now or
     hereafter to be authorized, whether or not the issuance of any such
     shares, or such notes, debentures, bonds or other securities, would
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     adversely affect the dividend or voting rights of such stockholder, other
     than such rights, if any, as the board of directors, in its discretion
     from time to time may grant and at such price as the board of directors in
     its discretion may fix; and the board of directors may issue shares of any
     class of this corporation, or any notes, debentures, bonds, or other
     securities convertible into or carrying options or warrants to purchase
     shares of any class, without offering any such shares of any class, either
     in whole or in part, to the existing stockholders of any class. 
          FIFTH.    The minimum amount of capital with which the
     corporation will commence business is One Thousand Dollars
     ($1,000.00). 
          SIXTH.    The names and places of residence of the 
     incorporators are as follows:
               NAMES                         RESIDENCES
               R. F. Westover                Wilmington, Delaware
               L. A. Schoonmaker             Wilmington, Delaware
               S. E. Manuel                  Wilmington, Delaware
          SEVENTH.  The corporation is to have perpetual existence. 
          EIGHTH.   The private property of the stockholders shall not
     be subject to the payment of corporate debts to any extent whatever. 
          NINTH.    In furtherance and not in limitation of the powers
     conferred by statute, the board of directors is expressly
     authorized: 
          To make, alter or repeal the by-laws of the corporation. 

          To authorize and cause to be executed mortgages and liens upon
     the real and personal property of the corporation. 

          To set apart out of any of the funds of the corporation
     available for dividends a reserve or reserves for any proper purpose
     and to abolish any such reserve in the manner in which it was
     created. 
          By resolution passed by a majority of the whole board, to
     designate one or more committees, each committee to consist of two
     or more of the directors of the corporation, which, to the extent
     provided in the resolution or in the by-laws of the corporation,
     shall have and may exercise the powers of the board of directors in
     the management of the business and affairs of the corporation, and
     may authorize the seal of the corporation to be affixed to all
     papers which may require it. Such committee or committees shall have
     such name or names as may be stated in the by-laws of the
     corporation or as may be determined from time to time by resolution
     adopted by the board of directors. 
          When and as authorized by the affirmative vote of the holders
     of a majority of the stock issued and outstanding having voting
     power given at a stockholders' meeting duly called for that purpose,
     or when authorized by the written consent of the holders of a
     majority of the voting stock issued and outstanding, to sell, lease
     or exchange all of the property and assets of the corporation,
     including its good will and its corporate franchises, upon such
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     terms and conditions and for such consideration, which may be in whole or
     in part shares of stock in, and/or other securities of, any other
     corporation or corporations, as its board of directors shall deem
     expedient and for the best interests of the corporation. 
          TENTH.    Meetings of stockholders may be held outside the
     State of Delaware, if the by-laws so provide. The books of the
     corporation may be kept (subject to any provision contained in the
     statutes) outside the State of Delaware at such place or places as
     may be designated from time to time by the board of directors or in
     the by-laws of the corporation. Elections of directors need not be
     by ballot unless the by-laws of the corporation shall so provide. 
          ELEVENTH. The corporation reserves the right to amend, alter,
     change or repeal any provision contained in this certificate of
     incorporation, in the manner now or hereafter prescribed by statute,
     and all rights conferred upon stockholders herein are granted
     subject to this reservation. 

          TWELFTH.  The personal liability of a director of this
     corporation to the corporation or to its stockholders for monetary
     damages for breach of fiduciary duty as a director is eliminated,
     provided that such elimination shall not eliminate or limit the
     liability of a director (i) for any breach of the director's duty of
     loyalty to the corporation or its stockholders, (ii) for acts or
     omissions not in good faith or which involve intentional misconduct
     or a knowing violation of law, (iii) under the provisions of Section
     174 of the Delaware Corporation Law, or (iv) for any transaction
     from which the director derived an improper personal benefit. Such
     elimination shall eliminate the liability of the director for any
     act or omission occurring at or after the date when this Article has
     been filed with and approved by the Secretary of the State of
     Delaware.
     4.   This Restated Certificate of Incorporation was duly adopted by the
Board of Directors in accordance with Section 245 of the General Corporation Law
of the State of Delaware.
     IN WITNESS WHEREOF, said EMCEE Broadcast Products, Inc. has caused this
Certificate to be signed by James L. DeStefano, its President/CEO, this 19th day
of November, 1996.
                              EMCEE BROADCAST PRODUCTS, INC.

                              BY: /s/ James L. DeStefano    
                                -----------------------------
                              TITLE: President/CEO