UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                               FORM 10-K
Mark One)
[X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                    
       SECURITIES EXCHANGE ACT OF 1934
 
       For the fiscal year ended December 31, 1998

                            OR

[ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES     
   EXCHANGE ACT OF 1934

                   Commission File Number 0-511

                   COBRA ELECTRONICS CORPORATION
       (Exact name of Registrant as specified in its Charter)

        DELAWARE                          36-2479991
 (State of incorporation)   (I.R.S. Employer Identification No.)

  6500 WEST CORTLAND STREET
      CHICAGO, ILLINOIS                            60707
(Address of principal executive offices)         (Zip Code)

Registrant's telephone number, including area code: (773)889-8870

Securities registered pursuant to Section 12(g) of the Act:

          Common Stock, Par Value $.33 1/3 Per Share

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.     YES [X]     NO [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]

The aggregate market value of the voting and non-voting common equity (only
Common Sock)  held by non-affiliates of the Registrant at March 17, 1999 was
approximately $23,221,617.

The number of shares of Registrant's Common Stock outstanding at that date was
6,090,916.

Portions of the Registrant's Definitive Proxy Statement relating to the Annual
Meeting of Shareholders to be held May 11, 1999, are incorporated by reference
into Part III of this Report.


                            PART I
                            ------

ITEM 1.  BUSINESS:

GENERAL
Cobra Electronics Corporation (the "company") was incorporated in Delaware in
1961 and is a designer and wholesale marketer of consumer electronics
products, primarily communications products.  The company markets products
under the COBRA brand name.  Management believes that the company's future
success will depend upon its ability to predict and respond in a timely and
effective manner to changes in the markets it serves. Product performance,
reliability, price, availability and service are the main competitive factors;
with sales also being dependent upon timely introduction of new products which
incorporate new features desired by consumers, at competitive prices.

RECENT DEVELOPMENTS

James R. Bazet who had joined the company as Executive Vice President and
Chief Operating Officer in July 1997, assumed the position of President and
Chief Executive Officer effective January 1, 1998. Former President and Chief
Executive Officer, Jerry Kalov, retired on January 1, 1998 and remains as Vice
Chairman of the Board of Directors.

In 1998 the company focused on accomplishing two main initiatives: expanding
its distribution base and increasing the flow of fresh new products.  During
the year, the company added several new major retail customers, expanded
placement among existing major retail accounts, and added sporting goods and
office supply as new channels of distribution.  As a result, the company's
products are now in six of America's top ten electronics retailers: Best Buy,
Circuit City, Sears, Target, Kmart and Office Max.  In addition, the company
expanded its distribution base in Europe by adding  new distributors during
1998.  The company also increased the flow of fresh new products during 1998
by expanding its line of CB radios featuring the company's proprietary
SoundTracker technology and introducing its exclusive line of 6 Band radar
detectors and its new MicroTALK series of Family Radio Service(FRS)two-way
radios.

Also in 1998 the company doubled, to 2000, the number of its patented, FCC-
approved Safety Alert transmitters in use on police, fire and emergency
vehicles throughout the fifty states.  Part of this increase was due to orders
from the Lake Ponchartrain Causeway in New Oleans and two major cities, Las
Vegas and Salt Lake City.

SUPPLIERS

One of the company's primary strengths is its product sourcing ability. 
Substantially all of the company's products are manufactured to its
specifications and engineering designs by a number of suppliers, primarily in
China, Thailand, Japan, Hong Kong and Korea.  The company maintains stringent
control over the design and production quality of its products.  The company
has a wholly owned subsidiary in Hong Kong which helps to seek out new
suppliers, monitor technological changes, perform source inspection of key
suppliers, and expedite shipments from vendors.

Over a period of years, the company has developed a network of suppliers for
its products.  To maintain flexibility in product sourcing, the company has
not entered into long-term contracts with any of its suppliers.  Despite
management's belief that it maintains strong relationships with its current
suppliers, it also believes that, if necessary, other suppliers could be
found.  The extent to which a change in a supplier would have an adverse
effect on the company's business depends upon the timing of the change, the
product or products that the supplier produces for the company and the volume
of that production.  The company also maintains insurance coverage that would,
under certain limited circumstances, reimburse the company for lost profits
resulting from a vendor's inability to fulfill its commitments to the 
company. The company negotiates substantially all of its purchases in U.S.
dollars to protect itself from currency fluctuations.  Assets located outside
of the United States, principally company-owned tooling at suppliers, had a
net book value of $1.2 million at December 31, 1998.

PRODUCTS

The company operates only in the consumer electronics industry.  Principal
products include:

Citizen Band ("CB") Radios
CB accessories, including antennas, microphones and speakers
MicroTALK Family Radio Service (FRS) two-way radios
FRS accessories
Integrated 6 Band Radar/Laser Detectors
Safety Alert  transmitters and receivers
Private Call 900 MHz and Intenna 25-channel Cordless Telephones
Power Inverters

The company competes primarily in the United States with various manufacturers
and distributors of consumer electronics products.  The company competes
principally on the basis of product features and price and expects the market
for its products to remain highly competitive.

Research, engineering and product development expenditures are expensed as
incurred.  These expenditures amounted to $0.9 million in 1998 and $0.8
million each year in 1997 and 1996.

Except for certain patents, such as its Safety Alert technology, the company
does not believe that patents are of material importance to its products. 
However, should the company develop a unique technology (such as SoundTracker
noise reduction technology), patents will be applied for to preserve
exclusivity, wherever possible.

SoundTracker CB radios and accessories, 6 Band integrated radar/laser
detectors, Safety Alert transmitters and receivers, MicroTALK Family Radio
Service two-way radios and accessories, power inverters and 900 MHz cordless
telephones, are marketed under the COBRA trademark.

Cobra is the leading brand in the domestic CB radio market, which in factory
sales is approximately $120 million annually.  Approximately 75 percent of the
market is for mobile CB radios, most of which are purchased by professional
drivers.  The remaining part of the market is for handheld CB radios used for
sport and recreational activities.

The company has a history of being the technology leader in the CB market. The
company was the first CB radio marketer to combine a National Weather Service
receiver with a mobile CB radio, enabling motorists to obtain weather and
travel information broadcasts.  As a major enhancement of this feature, the
company also introduced the industry's first mobile CB radio that incorporates
an automatic alert feature to warn of National Weather Service emergency
advisories. In 1997, the company introduced its Soundtracker technology. This
patent-pending noise reduction technology, which dramatically improves the
sound quality of the CB radios, is the first significant product innovation in
this category in several years.  This new feature significantly reduces white
noise, or static, when the CB is in receiving mode.   Additionally,
SoundTracker technology allows the user's voice to break through cluttered
airwaves and to be more easily heard when transmitting. 

At the January 1999 International Consumer Electronics Show, the company
continued its technology leadership by introducing a new line of CB radios
featuring an adjustable illuminated front panel. The new NightWatch line,
which the company expects to begin shipping in mid-1999, will enhance drivers'
safety by making it dramatically easier for them to see and adjust their CB
controls at night. The company also expects to ship in 1999 several new CB
models specifically designed for the European market. 

In 1997, the company entered the market for FRS two-way radios and in the Fall
of 1998 began selling its new MicroTALK line.  Because of the success of this
new line, the company is now the number two brand by a wide margin in this
fast growing category. The company estimates that the market for FRS two-way
radios in 1998, in factory sales, approximated that for CB radios and will 
increase to approximately $200 million in 1999.

FRS two-way radios operate on UHF FM frequencies, which allow for an extremely
small handheld radio and  exceptionally clear sound that  penetrates through
buildings and other obstacles. Unlike cellular phones, these radios require no
monthly charge and provide coverage even in the most remote areas.  Because of
their range--up to two miles--and exceptionally clear sound quality, the
radios enable families and friends to easily keep in touch in hundreds of
situations where they typically get separated and out of earshot, such as in
shopping malls, amusement parks and ski resorts.  FRS two-way radios also
provide parents with an easy way to maintain contact with children when they
are outside playing.  In addition, the number of potential business-related
applications for these radios is substantial, including construction crews, 
retail stores, restaurants  and warehouses.

The company's MicroTALK two-way radios have innovative features, which make
them easy to use.  These include: incoming call alert that lets one user
"ring" another user; voice scrambling that keeps users' conversations private;
talk confirmation tones that subtly let users know when the other party is
done talking; and a retractable antenna that makes it easier to store the
unit.  One model even has a unique VibrAlert feature that works like a silent
vibrating pager, which makes it perfect for situations where noiseless
operation is important or where a ring alert cannot be easily heard.  Later in
1999 the company expects to begin shipping new MicroTALK models. As an
example, one model  can receive ten National Weather Service channels and
several models are designed especially for the European market.        

Cobra is also the number two brand in the market for domestic integrated
radar/laser detectors, which in factory sales is approximately $94 million. 
Currently, there are approximately 190 million cars and light trucks on the
road and, of those, approximately 10 percent have detectors.  Cobra commands
this significant market share by offering innovative products with the latest
technology.

In addition, the company has been a leader in applying laser detection
technology, including introducing the industry's first laser-signal detector
and the industry's first integrated radar/laser detector with 360 degree laser
detection capability.  The company was the first to introduce to the retail
channel "intelligent" detection systems capable of alerting drivers with a
differentiated signal for each of the frequencies emitted by the company's
patented, FCC-approved Safety Alert transmitter.  This transmitter is being
marketed to organizations that operate police, fire, emergency medical
service, construction and public utility vehicles.  The company's Safety Alert
Traffic Warning System is designed to help drivers avoid potentially serious
accidents with vehicles operated by these organizations.  In 1997, the company
began shipments of its new Safety Alert Traffic Warning Detector.  This
detector receives all three Safety Alert signals, but does not detect radar or
laser guns.  It is targeted at those consumers who want to enhance their
driving safety but who are not interested in radar detection.    

Currently, there are approximately 2000 Safety Alert transmitters installed
and operating throughout the fifty states on police, fire and emergency
medical vehicles.  Five cities-- Indianapolis, Dayton, Orlando, Las Vegas and
Salt Lake City--have a concentration of transmitters.  Also, scheduled to
begin in mid-1999 is the previously announced Illinois Department of
Transportation's high-visibility study to enhance railroad crossing safety
though a system which utilizes Safety Alert transmitters and receivers. Around
the same time, Safety Alert transmitters will also be featured in a Federal
Highway Administration program to improve highway work zone safety in four
midwestern states.

In the Spring of 1998, the company began shipping its proprietary 6 Band line
of detectors.  Unique to the industry, these detectors were designed to alert
drivers to each of the four current speed monitoring systems in use -- X,K,Ka
and Laser -- plus VG-2, the band that advises that a radar detector is being
used, The sixth band is the Safety Alert Traffic Warning System band.  This
makes the unique Cobra six-band detector the most comprehensive alert system
in the industry and for the first time allows drivers to be aware of all four
speed monitoring systems as well as the presence of VG-2 and Safety Alert
transmissions.  Because of the popularity of the company's unique 6 Band
technology, Cobra was the fastest growing radar detector brand in 1998, which
resulted in solid market share gains for the company.    

Major competitors in the CB radio market are Radio Shack (Tandy Corporation)
and Uniden.  The major competitor in the FRS market is Motorola.  Major
competitors in the radar detector market are Whistler, Uniden, Beltronics and
Radio Shack.

In 1997, the company entered a new accessories category, power inverters. 
Power inverters convert a vehicle's battery power to power that can run
appliances and accessories normally powered by household current. The primary
users of inverters are professional truck drivers.

During 1998, the company shifted its cordless phone line from 25-channel
phones to a new line of 900 MHz cordless phones to capitalize on this rapidly
growing segment of the cordless phone market. The company currently sells
three 900 MHz models including a two-line model for the growing home-office
segment.   

The cordless phone industry amounts to approximately $2 billion and is
dominated by large companies, including VTech, General Electric, Panasonic,
Sony, Southwestern Bell, and Uniden.  Because of this, the company's strategy
is to look for profitable niches and position Cobra as an alternative line of
quality products with innovative features at competitive prices.

SALES AND DISTRIBUTION 

Demand for consumer electronics products is somewhat seasonal and varies
according to channel of distribution.  Historically, sales in the last half of
the year are greater than in the first half, reflecting increased purchases by
retailers for the holiday selling season.  Also, because a greater portion of
the company's business in 1998 was with mass retail accounts, the company
experienced a shift in orders from the third quarter to the fourth quarter
when the mass retailers normally begin their load-in for the holiday selling
season. As the company's channel mix continues to shift more towards retail,
the company expects additional shifts toward heavier third and fourth quarter
sales volumes.

In 1998, sales to Kmart and DAS Distributors were 12.9 percent and 11.9
percent, respectively. In 1997 there were no sales in excess of 10 percent of
total net sales to a single customer or a group of entities under common
control.  In 1996, sales to Sprint represented 10.7 percent of net sales.  The
company does not believe that the loss of any one customer would have a
material adverse effect on the business of the company.  The company's
international sales were $7.4 million, $19.1 million, and $10.1 million in
1998, 1997 and 1996, respectively.

The company's return policies and payment terms are consistent with those of
other companies serving the consumer electronics market.  Market conditions
are such that products generally must be shipped within a short time after an
order is received.  As a result, order backlog is not significant.

Cobra products are distributed through a strong, well-established network of
approximately 300 retailers and distributors located primarily in the United
States.  Approximately 60 percent of the sales are made directly to domestic
mass marketers, such as catalog showrooms, consumer electronics specialty
stores, large department store chains, television home-shopping,
direct-response merchandisers, home centers and specialty stores, which
feature telephone products or mobile electronics products.   Most of the
remaining sales are through two-step wholesale distributors, that carry Cobra
products to fill orders for truck stops, small department stores, appliance
dealers, and for export, as well as direct sales to a large truck stop chain. 
Cobra's primary sales force is comprised of independent sales representatives
who work on a straight commission basis.  They do not sell products of the
company's competitors.

The company's right to sell products under the COBRA trademark is
substantially worldwide.  The company believes the COBRA trademark, which is
indefinitely renewable by the company, is a significant factor in the
successful marketing of its products.

EMPLOYEES

As of December 31, 1998, the company employed 119 persons in the U.S. and 8 in
its international operations.  None of the company's employees is a member of
a union.

ITEM 2.  PROPERTIES:

The company owns one building in Chicago, Illinois containing a total of
approximately 93,000 square feet of office and warehouse space. The company
also leases 2,300 square feet of office space in Hong Kong for its
international operations.  The company believes that these facilities are
adequate to meet its current needs.

3.  LEGAL PROCEEDINGS:

The company is subject to various unresolved legal actions which arise in the
normal course of its business, none of which is expected to have a material
adverse effect on the company's business or financial condition.

During 1996, the company received notice from the Internal Revenue Service
asserting deficiencies in federal excise tax. The excise tax relates to the
use of ozone-depleting chemicals. The company had protested the deficiencies
and had filed an environmental excise tax protest. During the first quarter of
1998, the company was notified by the Internal Revenue Service that there are
no deficiencies in the company's federal excise tax returns and the
contingency has been eliminated.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:

None.

                           PART II
                           -------

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
         SHAREHOLDER MATTERS:

The company's common stock trades on The Nasdaq Stock Market under the symbol
COBR.  As of March 12, 1999, the company had approximately 932 shareholders of
record and approximately 2,499 shareholders for whom securities firms acted as
nominees.  The company's common stock is the only class of equity securities
outstanding.  Before  April 1, 1993, the common stock of the company traded
under the symbol DYNA. 

Under the terms of its credit agreement, the company may not pay cash
dividends.

                         STOCK PRICE AND TRADING VOLUME DATA
<TABLE>
<CAPTION>
                                    STOCK PRICE RANGE
             -------------------------------------------------------------     
    TRADING VOLUME 
                      1998                  1997                   1996        
    (in thousands) 
              -------------------   -------------------   -----------------   
------------------------
<S>              <C>       <C>       <C>       <C>         <C>       <C>
Quarter          High      Low        High      Low         High      Low      
 1998    1997     1996
-----------   --------- ---------   --------- ---------   -------- --------
<C>      <C>      <C>
------   ------   -----

First......   $ 8 5/8    $ 5 5/8     $ 3 5/8  $ 2 1/2     $ 4 1/8   $ 2 1/4
2,931      704   1,624
Second.....     6 3/4      4 3/4       3 3/8    2 1/2       3 1/8     1 15/16
2,050      583     725
Third......     5 5/8      3 1/2       8 7/8    2 13/16     3 1/8     2
  1,684    9,402     344
Fourth.....     6 1/4      3 5/8      10 7/8    5 1/4       3 7/8     2 1/8    
 1,304    4,966   1,265  
</TABLE>

Note: Data compiled from The Nasdaq Stock Market monthly Summary of Activity
reports.


ITEM 6.  SELECTED FINANCIAL DATA:

FIVE YEAR FINANCIAL SUMMARY
<TABLE>
<CAPTION>
Years Ended December 31
(in thousands, except per share amounts)                1998      1997       1996   
   1995       1994
----------------------------------------------------  -------- ----------
---------- ---------- ---------- 
<S>                                                  <C>       <C>        <C>
Operating Data:
  Net sales......................................... $ 103,414  $104,098  $  90,324 
<C>        <C>
$  90,442  $  82,131
  Gross profit......................................    24,661    21,551     16,370 
   16,577     14,466
  Selling, general and administrative expense.......    19,747    16,655     14,374 
   16,097     14,602
  Operating income (loss)...........................     4,914     4,896      1,996 
      480       (136)
  Gain on sale of building..........................        --     1,132         -- 
       --         --
  Tax provision (benefit)...........................   (10,403)        -         -- 
       --         --
  Net income (loss).................................    14,200     4,692        601 
   (1,145)    (1,515)


Net Income (loss) per share:
  Basic ............................................      2.30      0.76       0.10 
    (0.18)     (0.24)
  Diluted ..........................................      2.20      0.73       0.10 
    (0.18)     (0.24)                             

As of December 31:
  Total assets......................................    64,419      48,279    
42,596     50,081     40,342 
  Short-term debt ..................................    14,316      10,995    
13,277     19,368     11,461 
  Shareholders' equity..............................    37,496      23,673    
18,713     18,174     19,429
  Book value per share..............................      6.18        3.81      
3.29       3.20       3.38
  Shares outstanding................................     6,066       6,218     
6,242      6,227      6,227

</TABLE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
         CONDITION AND RESULTS OF OPERATIONS

CORPORATE OVERVIEW

Strong domestic sales--up 14 percent from the prior year--helped offset a
substantial decline in international detector sales because of the poor
Russian economy.  Domestic sales were driven by sales of new MicroTALK
two-way radios and 6-Band radar detectors.  Sales of higher-margin new
products led to a significant improvement in gross margin, which hit its 
highest level in the 1990s. The increase in gross margin and a one-time
income tax benefit of $10.4 million resulted in net income of $14.2 million
for 1998.  Excluding the effects of the 1998 income tax benefit and a 1997
one-time gain of $1.1 million on the sale of a building, net income per
diluted share increased 7.3 percent in 1998.

The tax benefit was due to the elimination of the company's deferred tax
valuation allowance. This valuation allowance had substantially offset the
company's net deferred tax asset, a significant portion of which related to
the company's net operating loss carryforwards. In the fourth quarter of
1998, due to the continued positive trend in earnings and the successful
launch of the company's new products, management determined that this
valuation allowance was no longer needed because the company expects to
fully utilize its remaining net operating loss carryforwards and other
deferred tax assets, arising from temporary differences between financial
and tax reporting, to offset future taxable income. At December 31, 1998, the
company had net operating loss carryforwards of $26.3 million.

RESULTS OF OPERATIONS

1998 Compared to 1997
---------------------
Net income for 1998 increased to $14.2 million or $2.20 per diluted share from
$4.7 million or $0.73 per diluted share in 1997.  Included in net income for
1998 and 1997 were a $10.4 million income tax benefit and a $1.1 million one-
time gain on the sale of a building, respectively.  Excluding the tax benefit
and the prior year's one-time gain, net income and net income per diluted
share for 1998 increased $237,000 (or 6.7 percent) and $0.04 (or 7.3 per-
cent), respectively.

Net sales for 1998 remained relatively flat at $103.4 million compared to $104.1
million in 1997.  However, domestic sales, boosted by increased retail distri-
bution and strong demand for the new MicroTALK FRS two-way radios and the com-
pany's proprietary 6-Band radar detectors, were up 14 percent from 1997. This
helped offset a $11.7 million drop in  international sales, primarily because
of lower sales of radar detectors into Russia as a result of that country's
ongoing severe economic problems.

Strong sales of FRS two-way radios and domestic radar detectors were partially
offset by an $11 million decline in sales of radar detectors into Russia be-
cause of that country's ongoing economic problems.  FRS two-way radio sales
benefitted from the new MicroTALK line, which the company began shipping in
September 1998.  This new line has helped the company add several new
customers, expand placement among existing major retail accounts and add
sporting goods and office supply as new channels of distribution.  The
increase in domestic radar detector sales was due to the popularity of the
company's proprietary six-band technology.  These new models, which began
shipping at the end of the first quarter of 1998, enabled the company
to achieve steady market share gains during the year. Sales of cordless
telephones decreased $5.8 million, or 36 percent.  This decline reflected
lower sales of 25-channel products as the company shifts its business to the
new line of 900 MHz cordless telephones, which it began shipping in the third
quarter of 1998.  

Gross margin for 1998 improved to 23.8 percent from 20.7 percent in 1997
primarily due to a greater portion of higher-margin SoundTracker CB radios,
MicroTALK two-way radios and 6 Band radar detectors in the sales mix.

Selling, general and administrative expense increased $3.1 million during 1998
and, as a percentage of net sales, increased to 19.1 percent from 16.0 per-
cent in 1997. Much of the increase was due to higher selling and marketing 
costs.  One reason for the increase was a shift in sales mix in 1998 to more
domestic sales, which have much higher selling expenses associated with them
compared to the selling expenses associated with international sales.  Also,
selling and marketing expenses increased as the company continued to invest
significantly in new product development, retail account expansion and distri-
bution channel gains.  These investments have resulted in increased placement
of Cobra products as well as gross margin improvement.  Also contributing to 
the increase in selling, general and administrative costs was consulting 
expense incurred to make the company's data processing systems year 2000 
compliant and higher legal and related costs incurred to register and protect
the company's trademarks world wide.  Offsetting some of the increase was the
fact that 1997 selling, general and administrative expense included a charge
of $1.1 million to reduce advertising credits to their net realizable value.

Interest expense for 1998 decreased slightly to $1.2 million from $1.3 million,
primarily due to a more favorable banking agreement, entered into in early
1998, and lower overall interest rates.  In 1997, the company sold a building
that was not needed for operations and was being leased to an outside party
for approximately $2 million, resulting in a one-time gain of $1.1 million.

Other income was $87,000 in 1998 compared to other expense of $60,000 in
1997. The net favorable change was due to decreased bank fees resulting from
the new bank agreement mentioned above.

In 1998 the company recorded an income tax benefit of $10.4 million.  The tax
benefit was due to the elimination of the company's deferred tax valuation
allowance. This valuation allowance had substantially offset the company's net
deferred tax asset, a significant portion of which related to the company's
net operating loss carryforwards.  Prior to 1996, the company had a history
of net losses resulting in a significant net deferred tax asset and a 
corresponding valuation allowance. Under SFAS No. 109, a history of operating
losses in recent years generally requires recognition of such an allowance.
Accordingly, the company recorded a valuation allowance for substantially all
of the net deferred tax asset.  However, SFAS No. 109 requires management to
periodically access the need for a valuation allowance.  In the fourth
quarter of 1998, due to the continued positive trend in earnings and the
successful launch of the company's new products, management concluded that
there was no need for a valuation allowance because it is more likely than
not that all of the net deferred tax assets will be realized through future
taxable earnings. In the future, the company will report a tax provision 
since the deferred tax valuation allowance no longer exists to offset
any tax expense. At December 31, 1998, the company had net operating loss
carryforwards of $26.3 million. 


1997 Compared to 1996
---------------------
Net income for 1997 increased to $4.7 million from $601,000 in 1996.  Included
in net income for 1997 was a $1.1 million gain on the sale of a building
during the third quarter that the company did not need for its operations and
was leasing to an outside party.  Net income, excluding the gain on the sale
of the building, increased $3.0 million to $3.6 million in 1997 from $601,000
in 1996. Net sales increased $13.8 million, or 15.2 percent, to $104.1
million from $90.3 million in 1996.  Selling, general and administrative 
expense increased to $16.7 million from $14.4 million, but, as a percentage
of net sales, remained substantially unchanged at 16 percent.

Sales of CB radios increased 28 percent mainly because of strong demand for
radios with the company's exclusive, patent-pending SoundTracker technology,
introduced early in the year.  Additionally, an all-new radar detector lineup
helped drive sales volume in the U.S., while internationally the company
capitalized on the strong demand in Russia for radar detectors.  In total, 
international sales, which consisted principally of radar detector sales
increased $9.8 million in 1997.  

Sales of 25-channel cordless phones and integrated cordless phone answering
systems decreased $10 million because of lower sales to several large retail
customers. Also contributing to the sales decrease was lower sales of factory
reconditioned products as a result of agreements with some of the company's
vendors that allow product returned from the company's customers to be
returned to the vendor for partial credit towards future purchases.  Prior to
these agreements, which were entered into in 1996, the company repaired and
resold this returned merchandise as factory reconditioned product.  The
company also restricted expanding distribution for its 25-channel cordless
phones as it sought to de-emphasize this product line in favor of the rapidly
growing 900 MHz segment which the company introduced in the Fall of 1998 with
several 900 MHz cordless phone models.     

Gross margin for 1997 increased to 20.7% from 18.1% in 1996 primarily due to
an improvement in sales mix of higher margin CB and radar detector products.
Sales of these products increased as a percentage of total sales from 67 per-
cent in 1996 to approximately 81% in 1997.  In addition, gross margin on
radar detectors increased due to the new radar detector lineup, which in-
cluded lower cost models that replaced higher cost models.  Also contributing
to the gross margin improvement was lower repair costs on returned products,
which declined because of return to vendor agreements discussed above.  
Partially offsetting the favorable impact of these items was $555,000 of
increased air freight expense mainly to satisfy the strong demand for CB
radios with the SoundTracker system.  Normally the company uses significantly
less expensive ocean freight to import its products.  

Selling, general and administrative expense increased $2.3 million during 1997
and, as a percentage of net sales, remained relatively unchanged from 1996.
Sales and marketing expenses increased due to: higher variable expenses
resulting from the increase in sales volume; the addition of a senior vice
president of marketing and sales, a newly created position, in February 1997;
and increased promotional spending mainly to promote the new SoundTracker
technology.  In addition, higher bonus and bad debt expense in 1997 also 
contributed to the increase in selling, general and administrative expenses. 
Bad debt expense increased because of the bankruptcy of a small customer and
a potential preference payment issue for a prior year's bankruptcy.  In
addition, prior year's bad debt expense reflected a favorable reserve adjust-
ment because of improvement in the quality of the receivable portfolio and
favorable collections experience. As in 1996, 1997 included a charge for the
write-down of advertising barter credits to estimated net realizable value
amounting to $1.1 million in 1997 compared to a charge of $1.2 million in 
1996.

Interest expense for 1997 decreased to $1.3 million from $1.7 million.  Debt
levels declined due to lower average inventory and receivable levels. 

The company sold a building, which was not needed for operations and was being
leased to an outside party, in the third quarter of 1997 for approximately $2
million.  The sale resulted in a $1.1 million gain. 

Other expense was $60,000 in 1997 compared to other income of $275,000 in
1996.  In 1996 there was a gain of $373,000 from a suit against a former 
distributor for violation of a licensing agreement and $217,000 of royalty 
income from Safety Alert licensing agreements, offset by a $384,000 writedown
of a building related to a discontinued operation.



LIQUIDITY AND CAPITAL RESOURCES
On February 3, 1998, the company entered into a new $35 million secured credit
agreement with two financial institutions for a three-year revolving credit
facility, replacing an existing $30 million credit agreement.  Loans outstand-
ing under the new agreement bear interest, at the company's option, at the 
prime rate or LIBOR plus 2 percent.  Additionally, the new agreement provides
for higher advance rates on eligible inventory and receivables and eliminates
the 2 percent per annum charge that the company was obligated to pay on its
average outstanding balance of letters of credit under the previously exist-
ing agreement.

On October 10, 1998, the company and its lenders signed an amendment
increasing the credit line from $35 million dollars to $38.7 million. This 
increase reflected a separate line of credit under which borrowings are
secured by the cash surrender value of certain life insurance policies owned
by the company. To date, there have been no borrowings under this amendment,
which expires on August 31, 1999.       

The credit agreement specifies that the company may not pay cash dividends and
contains a material adverse change clause, which, under certain circumstances,
could accelerate the payment of the debt. The company classifies the debt as
short-term for financial reporting purposes.  At December 31, 1998, the
company had approximately $8 million available under the credit line.

Net cash flows used by operating activities were $2.9 million for the year
ended December 31, 1998. Operating cash flows were generated principally from
net income of $14.2 million, depreciation of $1.6 million and a $5.6 million
reduction in inventories, offset by the elimination of the income tax valua-
tion allowance of $10.4 million, an $11.4 million increase in accounts
receivable, and a $1.0 million increase in other assets. Receivables 
increased compared to the prior year because of higher fourth quarter sales
volume and an overall increase in average payment terms.  Inventories
decreased mainly because of the strong fourth quarter sales and
lower inventories of 25-channel phone products, which are being phased out to
make way for the new 900 MHz products. Accrued liabilities decreased due to
lower product warranty costs as a result of the lower mix of 25-channel 
products and decreased accrued salaries and commissions due to a lower bonus
accrual. 

Investing activities required cash of $1.6 million in 1998, principally for
the purchase of tooling and equipment and an increase in the cash surrender
value of officers' life insurance.

Financing activities provided cash flows of $2.7 million in 1998, reflecting
changes in the company's borrowing requirements under its line-of-credit
agreement, offset by the repurchase of 179,500 shares of company common stock
for an aggregate cost of $683,000.  In August 1998, the company's Board of 
Directors authorized a repurchase of up to $1 million of the company's common
stock.    

At December 31, 1998, the company had no material commitments, other than
approximately $29.1 million in outstanding purchase orders for products
compared with $21.1 million at the end of the prior year.

The company believes that cash generated from operations and from borrowings
under its credit agreement will be sufficient in 1999 to fund its working
capital needs. In addition, the majority of any taxable income in 1999 and 
the forseeable future will be offset by net operating loss carryforwards that
totaled $26.3 million at December 31, 1998. Until the company has utilized 
its net operating loss carryforwards, the cash payment of federal income 
taxes will be minimal.


YEAR 2000

The company initiated the process of preparing its computer systems and
applications for the Year 2000 in 1997. This process primarily involved two
parts: replacing certain company hardware and modifying software maintained 
by the company, as well as inquiring into the Year 2000 compliance of the 
company's major customers and vendors. In February 1999, the replacement of 
hardware and software modifications were completed by an outside consulting 
firm. The company has tested the hardware and modified software for Year 2000
compliance.  The company believes its hardware and software are Year 2000 
compliant, but it will continue testing during 1999. The company has also
queried all major customers and vendors as to their preparedness. The 
responses received to date indicate that the company's major customers and 
vendors are or will be Year 2000 compliant by year end. 

The final total cost to the company of these Year 2000 compliance activities
is approximately $818,000 and is not expected to be material to its financial
position or results of operations in any given year.    

The failure to correct a Year 2000 problem could interrupt, or result in a
failure of, normal business operations and consequently materially affect the
company's financial position or results of operations.  While the company 
believes its own hardware and software are Year 2000 compliant, the Year 2000
readiness of the company's customers and vendors is inherently uncertain and
beyond the company's control.  Accordingly, the company cannot determine at 
this time whether the consequences of Year 2000 interruptions or failures
will materially affect the company's financial position or results of opera-
tions.

The company has not developed formal contingency plans to date.  However, as
described under Item 1 (Business) in this report, the company has a network of
suppliers and the company does not enter into long-term supply contracts.  The
company believes that, if necessary, other suppliers could be found.  As
stated above, customer responses to company inquiries indicate that the
company's major customers are or will be Year 2000 compliant by year-end. In 
the event a major customer is not Year 2000 compliant, the company believes 
that such non-compliance is unlikely to materially affect the company's 
financial condition or results of operations.


ITEM 7A  MARKET RISK AND FINANCIAL INSTRUMENTS 

The company is subject to market risk associated principally with changes in
interest rates. Interest rate exposure is principally limited to the $14.3
million of debt of the company outstanding at December 31, 1998. The debt is
priced at interest rates that float with the market, which therefore mini-
mizes interest rate exposure. A 50 basis point movement in the interest rate 
on the floating rate debt would result in an approximately $70,000 increase 
or decrease in interest expense and cash flows. The company does not use 
derivative financial or commodity instruments for trading or other purposes.

The company's suppliers are located in foreign countries, principally in the
Far East, and the company made approximately 7.2% of its sales outside the 
United States in 1998, however, the company minimizes its foreign currency
exchange rate risk by conducting all of its transactions in US dollars.


FORWARD-LOOKING STATEMENTS

In addition to the historical information presented in this annual report, the
company has made and will make certain forward-looking statements in this
report, other reports filed by the company with the Securities and Exchange 
Commission, reports to stockholders and in certain other contexts relating to
future net sales, costs of sales, other expenses, profitability, financial 
resources, or products and production schedules.  Statements relating to the
foregoing or that predict or indicate future events and trends and which do 
not relate solely to historical matters identify forward-looking statements. 
Forward-looking statements are made pursuant to the safe harbor provisions of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 and are based on management's beliefs as well as 
assumptions made by and information currently available to management.  
Accordingly, the company's actual results may differ materially from those 
expressed or implied in such forward-looking statements due to known and 
unknown risks and uncertainties that exist in the company's operations
and business environment, including, among other factors, the failure by the
Company to produce anticipated cost savings or improve productivity, the 
failure by the Company or its suppliers or customers to achieve Year 2000 
compliance, the timing and magnitude of capital expenditures and acquisi-
tions, currency exchange rates, economic and market conditions in the United 
States and the rest of the world, changes in customer spending levels, the 
demand for existing and new products, the continuing availability of 
suppliers, and other risks associated with the Company's operations.  
Although the Company believes that its forward-looking statements are based 
on reasonable assumptions, there can be no assurance that actual results, 
performance or achievements will not differ materially from any future 
results, performance or achievements expressed or implied by such forward-
looking statements.  Readers are cautioned not to place undue reliance on 
forward-looking statements.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA:

Financial Statements and quarterly financial data are included in this Annual
Report on Form 10-K, as indicated in the index on page 38.


CONSOLIDATED STATEMENTS OF INCOME
Cobra Electronics Corporation
<TABLE>
<CAPTION>
Years Ended December 31 (in
thousands, except per share amounts)    1998     1997      1996  
-----------------------------------  --------  --------  -------
<S>                                  <C>       <C>       <C>
Net sales..........................  $103,414  $104,098  $90,324
Cost of sales......................    78,753    82,547   73,954
                                     --------  --------  --------
Gross profit.......................    24,661    21,551   16,370

Selling, general and administrative
  expense..........................    19,747    16,655   14,374
                                     --------   -------  --------
Operating income ..................     4,914     4,896    1,996 

Other income (expense):
  Interest expense.................    (1,204)   (1,276)  (1,670)
  Gain on sale of building.........        --     1,132       --
  Other income (expense), net .....        87       (60)     275 
                                      --------  -------  --------
Income before income taxes.........     3,797     4,692      601
Tax provision (benefit)............   (10,403)      ---      ---
                                      --------  -------  --------
Net income.........................   $14,200   $ 4,692      601
                                      =======   =======  ========

Net income per common share:
Basic                                 $ 2.30   $   .76  $  0.10
Diluted                               $ 2.20   $   .73  $  0.10 


Weighted average shares outstanding:
Basic                                  6,181     6,207    6,231
Diluted                                6,469     6,459    6,285

</TABLE>

See notes to consolidated financial statements.


CONSOLIDATED BALANCE SHEETS
Cobra Electronics Corporation
<TABLE>
<CAPTION>
At December 31 (in thousands)                1998        1997
---------------------------------------   ----------- -----------
<S>                                       <C>         <C>
ASSETS:

Current assets:
  Cash..................................    $   100    $ 1,815
  Receivables, less allowance for doubtful
    accounts of $985 in 1998 and $958
    in 1997...........................       27,055     15,685
  Inventories, primarily finished goods.     14,213     19,830
  Deferred income taxes.................      6,945         -- 
  Other current assets..................      1,747      1,337
                                            -------    --------
  Total current assets..................     50,060     38,667   
                                            -------    --------
Property, plant and equipment, at cost:
  Land..................................        330        330
  Buildings and improvements.............     3,614      3,553
  Tooling and equipment.................     12,765     11,264
                                            -------    --------
                                             16,709     15,147
  Accumulated depreciation and
  amortization..........................    (11,960)   (10,436)
                                            --------   --------
  Net property, plant and equipment.....      4,749      4,711
                                            --------   --------
Other assets:      
  Deferred income taxes.................      4,089        406
  Cash surrender value of officers'
    life insurance policies.............      4,553      3,930
  Other.................................        968        565     
                                            --------   --------
  Total other assets....................      9,610      4,901
                                            --------   --------
Total assets............................    $64,419    $48,279
                                            ========   ========
</TABLE>

See notes to consolidated financial statements.


CONSOLIDATED BALANCE SHEETS
Cobra Electronics Corporation
<TABLE>
<CAPTION>
At December 31 (in thousands, except                     
share data)                                   1998        1997 
----------------------------------------- ----------- -----------
<S>                                       <C>         <C>
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
   Accounts payable......................   $ 3,145     $ 3,637
   Accrued salaries and commissions......       844       1,307
   Accrued advertising and sales promotion
      costs..............................     1,804       1,093
   Accrued product warranty costs........     2,211       4,173
   Other accrued liabilities.............     2,283       1,170
   Short-term debt.......................    14,316      10,995
                                            -------     -------
   Total current liabilities.............    24,603      22,375


Deferred compensation....................     2,320       2,231 
                                            -------     -------
Total liabilities........................    26,923      24,606
                                            -------     -------

Commitments and Contingencies 

Shareholders' equity:
  Preferred stock, $1 par value, shares
    authorized-1,000,000; none issued....      ---          ---
  Common stock, $.33 1/3 par value,
    12,000,000 shares authorized,
    7,039,100 issued for 1998 and 1997...     2,345       2,345
  Paid-in capital........................    20,799      20,681
  Retained earnings......................    20,472       6,272
                                            -------     -------
                                             43,616      29,298
  Treasury stock, at cost
     (973,184 shares for 1998 and 821,309
      shares for 1997)...................    (6,120)     (5,625)
                                           --------     --------
  Total shareholders' equity.............    37,496      23,673
                                           --------     --------
Total liabilities and shareholders'
  equity.................................   $64,419     $48,279
                                           ========    ======== 

</TABLE>

See notes to consolidated financial statements.   


CONSOLIDATED STATEMENTS OF CASH FLOWS
Cobra Electronics Corporation
<TABLE>
<CAPTION>
Years Ended December 31(in thousands)    1998     1997     1996
-------------------------------------  -------- -------- --------
<S>                                    <C>      <C>      <C>
Cash flows from operating activities:
  Net income ......................... $14,200  $ 4,692  $   601
  Adjustments to reconcile net income 
    to net cash flows from
    operating activities:
    Depreciation and amortization.....   1,541    3,198    3,080
    Deferred taxes.................... (10,403)      --      --
    Gain on sale of fixed assets......      (1)  (1,132)    (123)
    Changes in assets and liabilities:
      Receivables..................... (11,370)  (3,371)   3,447
      Inventories.....................   5,617   (4,412)   2,287
      Other current assets............    (410)    (686)     138
      Other Assets....................  (1,026)    (754)     666 
      Accounts payable................    (492)     302   (2,735) 
      Accrued liabilities.............    (601)   2,465      571 
      Deferred compensation...........      89      238      231
                                       -------- -------- --------
  Net cash flows from (used by)       
    operating activities..............  (2,856)     540    8,163
                                       --------  ------- --------
Cash flows from investing activities:
  Proceeds from sale of fixed assets..       1    1,999    1,086  
  Capital expenditures................  (1,579)  (1,316)  (1,789)
                                       --------  ------- --------
  Net cash flows from (used in)        
    investing activities..............  (1,578)     683     (703)
                                       --------  ------- --------
Cash flows from financing activities:
  Net borrowings (repayments) under the
    line-of-credit agreement..........   3,321   (2,282)  (6,091) 
  Transactions related to exercise of
    stock options, net................      81      268      (62)
  Transactions related to stock                   
    repurchase........................    (683)     ---      ---
                                       --------  ------- --------
  Net cash flows from (used in)
    financing activities..............   2,719   (2,014)  (6,153) 
                                       --------  ------- --------
Net increase (decrease)in cash........  (1,715)    (791)   1,307 
Cash at beginning of year.............   1,815    2,606    1,299
                                       --------  ------- --------
Cash at end of year................... $   100  $ 1,815  $ 2,606
                                       ========  ======= ========

                                         1998     1997     1996
                                       -------- -------- --------

Supplemental disclosure of cash flow information
   Cash paid during the year for:
     Interest                          $ 1,230   $ 1,274 $ 1,716
     Income Taxes                           --       338     83
   Non-cash investing and financing
       activities:
     Tax benefit related to stock 
       options                             225        --     -- 

</TABLE>

See notes to consolidated financial statements.


CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Cobra Electronics Corporation
<TABLE>
<CAPTION>
                                                                  Note
Three Years Ended                                                 Rec.
December 31, 1998             Common   Paid-In  Retained Treasury from
(dollars in thousands)        Stock    Capital  Earnings  Stock   Officer
----------------------------  -------  -------  --------  ------- -------
<S>                           <C>      <C>      <C>       <C>     <C>
Balance-January 1, 1996.....  $ 2,345  $ 22,118 $    979  $ 5,545  $ 1,723
  Net income................      ---       ---      601      ---      ---
  Note receivable interest..      ---       ---      ---      ---      101
  Translations related to 
  exercise of options, net..                (56)              (95)
                              -------  -------- --------- ------- --------
Balance-December 31, 1996...    2,345    22,062    1,580    5,450    1,824
  Net income................      ---       ---    4,692      ---      ---
  Note receivable interest..      ---       ---      ---      ---       81
  Exchange of note receivable
  for common stock (Note 9).      ---       ---      ---    1,905   (1,905)     
  Transactions related to
  exercise of options, net..      ---    (1,381)     ---   (1,730)     ---
                              -------  --------- -------- -------- --------
Balance-December 31, 1997...    2,345    20,681    6,272    5,625      ---
  Net income................      ---       ---   14,200      ---      ---
  Treasury stock purchase...      ---       ---      ---      683      --- 
  Transactions related to                           
  exercise of options, net..      ---      (107)     ---     (188)     ---
  Tax benefit related to
  stock options.............      ---       225      ---      ---      ---
                              -------  --------- -------- -------- --------
Balance-December 31, 1998 ..  $ 2,345  $ 20,799  $ 20,472  $ 6,120  $  --- 
                              =======  ========  ========  ======== ========
</TABLE>

See notes to consolidated financial statements.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Cobra Electronics Corporation
Three years ended December 31, 1998

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS -- The company designs and markets consumer electronics products, 
which it sells under the COBRA brand name principally in the United States. 
A majority of the company's products are purchased from overseas suppliers, 
primarily in China, Thailand, Korea, Hong Kong and Japan. The consumer 
electronics market is characterized by rapidly changing technology and 
certain products may have limited life cycles.  Management believes that it 
maintains strong relationships with its current suppliers and, if necessary,
other suppliers could be found.  Production delays or a change in suppliers, 
however, could cause a delay in obtaining inventories and a possible loss of 
sales, which could adversely affect operating results.

PRINCIPLES OF CONSOLIDATION -- The consolidated financial statements include 
the accounts of the company and its subsidiaries. All significant inter-
company balances and transactions have been eliminated in consolidation.

USE OF ESTIMATES -- The preparation of financial statements in conformity 
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and 
liabilities and disclosure of contingent assets and liabilities at the date 
of the financial statements and the reported amounts of revenues and expenses 
during the reporting period.  Actual results could differ from those
estimates.

INVENTORIES -- Inventories are recorded at the lower of cost, on a first-in,
first-out basis, or market.

DEPRECIATION --Depreciation of buildings, improvements, tooling and equipment
is computed using the straight-line method and the following estimated useful
lives:

<TABLE>
<CAPTION>
Classification                  Life
-------------------------    ----------
<S>                          <C>
Buildings................      30 years
Building improvements....      20 years
Motor vehicles...........     3-5 years
Equipment................    5-10 years
Tools, dies and molds....       2 years

</TABLE>

LONG-LIVED ASSETS -- Long-lived assets are reviewed for possible impairment
whenever events indicate that the carrying amount of such assets may not be 
recoverable.  If such a review indicates an impairment, the carrying amount 
of such assets is reduced to estimated recoverable value.

RESEARCH, ENGINEERING AND PRODUCT DEVELOPMENT EXPENDITURES --
Research, engineering and product development expenditures are expensed as
incurred and amounted to $0.9 million in 1998 and $0.8 million in 1997
and 1996.

INCOME TAXES -- The company provides for income taxes under the asset and 
liability method of accounting for deferred income taxes. Deferred tax assets
and liabilities are recorded based on the expected tax effects of future 
taxable income or deductions resulting from differences in the financial 
statement and tax bases of assets and liabilities.  A valuation allowance is
recorded when necessary to reduce net deferred tax assets to the amount 
considered more likely than not to be realized.  

REVENUE RECOGNITION -- Revenue from the sale of goods is recognized at the
time of shipment.  Obligations for sales returns and allowances and product 
warranties are recognized at the time of sale on an accrual basis.

NEW ACCOUNTING PRONOUNCEMENTS -- In June 1997, the Financial Accounting 
Standards Board (FASB) issued Statement of Financial Accounting Standard 
(SFAS) No. 130, Reporting Comprehensive Income, which establishes standards 
for reporting and displaying comprehensive income and its components (net 
income with non-owner sources of other comprehensive income) in a full set of
financial statements. SFAS No. 130 did not have an effect on the company's 
financial statements because the company has no items of other comprehensive 
income.

In June 1997, the FASB issued SFAS No. 131, Disclosure about Segments of an
Enterprise and Related Information, which changes the way public companies 
report information about operating segments. This Statement, which is based 
on the management approach to segment reporting, establishes requirements to
report selected segment information. Management of the company considers the
company to have one reportable segment, consumer electronics, and assesses  
performance on a single segment basis. Therefore, the adoption of this new
standard did not have an effect on the content of the company's disclosures.

In February 1998, the FASB issued SFAS No. 132, Employers' Disclosures about
Pensions and Other Postretirement Benefits. This Statement revises employers'
disclosures about pension and other postretirement benefit plans. It does not
change the measurement or recognition of those plans. The adoption of this 
new standard did not have an effect on the company's financial statements 
because the company had no such benefit plans.

In June 1998, the Financial Accounting Standards Board issued Statement of 
Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative
Instruments and Hedging Activities. SFAS No. 133 establishes accounting and 
reporting standards for derivative instruments and for hedging activities. It 
requires that an entity recognize all derivatives as either assets or 
liabilities in the balance sheet and measure these instruments at fair value.
This statement is effective on the first day of the first fiscal year 
beginning after June 15, 1999, or January 1, 2000 in the case of the company.
The company is in the process of assessing the impact that adopting SFAS No.
133 will have on its financial position and results of operations when such
statement is adopted.  

RECLASSIFICATION -- Certain amounts for prior years have been reclassified to
conform with 1998 financial statement presentations.

(2) TAXES ON INCOME

The components of income tax expense consist of the reversal of the valuation
allowance of $10.4 million. In addition to the 1998 income tax benefit of 
$10.4 million, the company received tax benefits of $225,000, which were 
credited to shareholders' equity, from the disqualifying disposition of 
common shares by an employee after the exercise of stock options.

Deferred tax assets (liabilities) by component at December 31, 1998 and 1997
were:

<TABLE>
<CAPTION>                
(in thousands)                                 1998       1997  
------------------------------------------  ---------  ---------
<S>                                        <C>         <C>
Net operating loss carryforwards..........  $ 10,207   $  12,006
Investment tax credit carryforwards.......       134       1,938
Alternative minimum tax credit carryforwards   1,159       1,298
Tax lease income..........................    (6,872)     (7,354)
Receivable reserves.......................       218         202
Warranty reserves.........................     1,108       1,444
Inventory reserves........................       416         901
Accrued promotion expenses................     2,144       1,824
Sales related reserves....................       681         634
Compensation reserves.....................     1,047       1,153
Other, net................................       792         116
                                            ---------   ---------
Net deferred tax assets...................    11,034      14,162
Valuation allowance.......................        --     (13,756)
                                            ---------   ---------
Net deferred tax assets...................  $ 11,034    $    406
                                            =========   =========
</TABLE>

The tax lease income resulted from the purchase of several 1983 tax lease 
agreements to acquire tax benefits under the provisions of the Economic 
Recovery Tax Act of 1981.  The total cash price paid by the company was
$12.4 million.  The economic value of these leases was not impaired by the 
Tax Reform Act of 1986.  The company realizes temporary tax savings from 
accelerated depreciation and permanent tax savings from credits associated
with the leases, subject to statutory limitations. These savings offset 
current taxes payable which would otherwise have been due on income from 
normal operations.

Prior to 1996, the company had a history of net losses resulting in a
significant net deferred tax asset and a corresponding valuation allowance. 
Under SFAS No. 109, a history of operating losses in recent years generally 
requires recognition of such an allowance.  Accordingly, the company recorded
a valuation allowance for substantially all of the net deferred tax asset as
of December 31, 1997.  However, SFAS No. 109 requires management to 
periodically assess the need for a valuation allowance. In the fourth quarter
of 1998, due to the continued positive trend in earnings and the successful 
launch of the company's new products, management concluded that there was no 
need for a valuation allowance because it is more likely than not that all of
the net deferred tax assets will be realized through future taxable earnings.

At December 31, 1998, the company has net operating loss carryforwards(NOL)
available to offset future taxable income, and both investment tax credit 
(ITC)and alternative minimum tax credit carryforwards to offset future income
tax payments.  The alternative minimum tax credit carryforwards, amounting to
$1,159,000, do not expire. During 1998, $1,804,000 of investment tax credit 
carryforwards expired.

The net operating loss and investment tax credit carryforwards expire as 
follows (in thousands):

<TABLE>
<CAPTION>
Year of  Expiration          NOL         ITC
-----------------------   ---------   ---------  
<S>                       <C>         <C>
1999...................    $    --     $   112
2000...................         --          22
2002...................         --          --
2006...................      1,498          --
2007...................     11,575          -- 
2008...................      9,920          --
2009...................      3,355          --
                          ---------    ---------
Total..................   $ 26,348     $   134
                          =========    =========
</TABLE>

Until the company has utilized its significant NOL carryforwards, the cash
payment of Federal income taxes will be minimal.

The statutory federal income tax rates are reconciled to the effective income 
tax rates as follows: (in thousands)

<TABLE>
<CAPTION>
Description                               1998     1997     1996
--------------------------------------  ------   ------   ------
<S>                                     <C>      <C>      <C>
Income taxes at statutory federal
   income tax rate....................  $  1,291 $  1,595 $  204
State taxes, net of federal income
   tax benefits.......................     178      221       28 
Utilization of net operating loss
   carryforwards......................  (1,527)  (1,816)    (232)
Reversal of the valuation allowance... (10,403)      --       --
Other.................................      58       --       --
                                        ------   ------   ------
Income tax expense (benefit)..........$(10,403)  $   --   $   --
                                        ======   ======   ======
</TABLE>


(3) FINANCING ARRANGEMENTS

The company had a $30 million secured credit facility that included a fixed 
term loan.  In October, 1996 the agreement for this credit facility was 
extended to March 31, 1998.   Borrowings and letters of credit issued under 
this agreement were collateralized by the company's assets, and usage of the 
non-term loan portion was limited to certain percentages of accounts 
receivable and inventory.  Interest was payable monthly at prime (8.50% at 
December 31, 1997) plus one and one-half percent.

On February 3, 1998, the company entered into a new $35 million secured credit
agreement with two financial institutions for a three-year revolving credit
facility, replacing the existing $30 million credit agreement with another 
lender. Loans outstanding under the new agreement bear interest, at the 
company's option, at the prime rate or at LIBOR plus 2 percent. Outstanding 
borrowings at December 31, 1998 bear interest at 7.61 percent.

Additionally, the new agreement provides for higher advance rates on eligible
inventory and receivables and eliminates the 2 percent per annum charge that
the company was obligated to pay on its average outstanding balance of 
letters of credit under the previously existing agreement.  

Maximum borrowings outstanding at any month-end were $27.5 million and $15.7 
million in 1998 and 1997, respectively.  The maximum value of letters of
credit outstanding at any month end were $7.4 million and $11.0 million in 
1998 and 1997, respectively.  At December 31, 1998, the company had 
approximately $8 million available under its unused credit line.

Aggregate average borrowings outstanding were $15 million during 1998 and $12
million during 1997 with weighted average interest rates thereon of 8.2% and 
10.3% during 1998 and 1997, respectively.  On October 10, 1998, the company 
and its lenders signed an amendment increasing the credit line from $35 
million to $38.7 million. This increase reflected a separate line of credit 
under which borrowings are secured by the cash surrender value of certain 
life insurance policies owned by the company. To date, there have been no
borrowings under this amendment, which expires on August 31, 1999.

The credit agreement specifies that the company may not pay cash dividends 
and contains a material adverse change clause, which, under certain 
circumstances, could accelerate the payment of the debt. The company 
classifies the debt as short-term for financial reporting purposes.  At
December 31, 1998, the company had approximately $8 million available under 
the credit line.


4) FAIR VALUE OF FINANCIAL INSTRUMENTS

The company's financial instruments include cash, accounts receivable, 
accounts payable, short term debt and letters of credit.  The carrying 
values of cash, accounts receivable and accounts payable approximate their 
fair value because of the short maturity of these instruments.  The carrying 
amounts of the Company's bank borrowings under its credit facility 
approximate fair value because the interest rates are reset periodically to 
reflect current market rates.  The letters of credit reflect fair value as a 
condition of their underlying purpose and are subject to fees competitively 
determined in the marketplace.  The contract value/fair value of the letters 
of credit at December 31, 1998 and 1997 was $5.7 million and $8 million,
respectively.  These letters of credit are only executed with major financial
institutions, and full performance is anticipated.  


5) LEASE TRANSACTIONS

The company leases facilities and equipment under noncancellable  leases with
remaining terms of one year or more.  The terms of these agreements provide 
that the company pay certain operating expenses.  Some of these lease agree-
ments also provide the company with the option to purchase the related assets
at the end of the respective initial lease terms.

Total minimum rental amounts committed in future years as of December 31, 
1998 are as follows:

<TABLE>
<CAPTION>
                        Operating    Capital    
        (in thousands)   Leases      Leases     Total
        --------------  ---------    -------    ----- 
        <S>             <C>          <C>        <C>
        1999              $   7       $ 118     $ 125
        2000                  7         104       111
        2001                  1          --         1
                          -----       -----     -----  
        Total             $  15       $ 222     $ 237 
                          =====       =====     =====

Total rental expense amounted to $7,000 in 1998, $6,000 in 1997 and $16,000 in
1996.  Future capital lease rental payments include executory costs of 
$71,000, interest expense of $10,000 and principal payments of $141,000, 
which are included in other accrued liabilities in the consolidated balance 
sheet.


6) SHAREHOLDERS' EQUITY

PREFERRED STOCK -- Preferred stock is issuable from time to time in one or 
more series, each of which may have such voting powers, designations, 
preferences, relative participating, optional or other special rights, and 
qualifications, limitations or restrictions thereof, as shall be stated and 
expressed in the resolution or resolutions providing for the issue of such 
stock adopted by the Board of Directors.  No preferred stock has been issued.


EARNINGS PER SHARE


</TABLE>
<TABLE>
<CAPTION>
                                     1998       1997      1996
<S>                                  <C>        <C>       <C>
Income:

Income available to common
 shareholders (thousands)         $14,200     $4,692      $601

Basic Earnings Per Share:

Weighted-Average Shares
 Outstanding                    6,180,592  6,206,812 6,231,075
Basic Earnings Per Share            $2.30      $0.76     $0.10
                                =========  ========= =========
Diluted Earnings Per Share:

Weighted-Average Shares
 Outstanding                    6,180,592  6,206,812 6,231,075
Dilutive Shares issuable
 in connection with 
  Stock option plans              706,750    739,375   298,375 
Less: Shares purchasable 
  With proceeds                  (418,645)  (487,363) (244,182)
                                 ---------  --------- ---------
Total                            6,468,697  6,458,824 6,285,268  
                                 =========  ========= =========

Diluted Earnings Per Share           $2.20      $0.73     $0.10
                                 =========  ========= =========
</TABLE>


7) STOCK OPTION PLANS

The company has seven Stock Option Plans-- 1998, 1997, 1995, 1988, 1987, 1986
and 1985 (the Plans).  Under the terms of the Plans, the consideration 
received by the company upon exercise of the options may be paid in cash or 
by the surrender and delivery to the company of shares of its common stock, 
or by a combination thereof.  The optionee is credited with the fair market 
value of any stock surrendered and delivered as of the exercise date.

The company applies Accounting Principles Board Opinion No. 25 and related
Interpretations in accounting for the Plans.  Accordingly, no compensation
cost has been recognized as options are granted with an exercise price equal 
to the fair market value of the company's common stock on the date of grant.
Had compensation cost been determined consistent with SFAS No. 123, Account-
ing for Stock-Based Compensation, which requires measuring compensation cost
at the fair value of the options granted, the company's net income and net 
income per common share would have been adjusted to the pro forma amounts 
indicated below (in thousands, except per share amounts):

<TABLE>
<CAPTION>
                                  1998       1997       1996
<S>                              <C>        <C>        <C>
Net income:       As reported    $14,200    $4,692     $  601
                  Pro forma       13,545     4,366        467

Net income per common share:

Basic:            As reported     $2.30      $0.76     $ 0.10
                  Pro forma        2.19       0.70       0.07 

Diluted:          As reported     $2.20      $0.73     $ 0.10
                  Pro forma        2.09       0.68       0.07
</TABLE>

The fair value of each option is estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted average 
assumptions used: no dividends; expected volatility of 48 percent; risk-free 
interest rate of 5 percent; and expected lives of 5 years.

A summary of certain provisions and amounts related to the Plans follows:

<TABLE>
<CAPTION>
                                               1998    1997     1995     1988     
1987      1986    1985
                                               Plan    Plan     Plan     Plan     
Plan      Plan    Plan
 ---------------------------------------  ---------  --------  -------  -------- 
--------  -------  ------
<S>                                       <C>        <C>       <C>      <C>      
<C>       <C>      <C>
Authorized, unissued shares originally
   available for grant..................    310,000   300,000  300,000  500,000  
150,000   225,000  525,000

Shares granted...........................  150,000  259,625   283,875  500,000  
150,000  225,000  525,000  Shares available for grant at December 31,               
                                                     
1998..................................  160,000   40,375    16,125      -0-       -0-      -0-      -0-
Options exercisable at December 31, 1998.    -0-     37,500    67,875  324,250   
12,563   50,500   25,188
</TABLE>

A summary of the status of the Plans as of December 31, 1998, 1997 and 1996, and
changes during the years ended on those dates is presented below:

<TABLE>
<CAPTION>
                                                       1998             1997        
       1996
                                                -----------------  ---------------- 
 ----------------
                                                         Weighted          Weighted 
          Weighted
                                                         Average           Average  
          Average
                                                Shares   Exercise  Shares  Exercise 
 Shares   Exercise 
Fixed Options                                    (000)   Price     (000)   Price    
 (000)    Price
---------------------------------------         ------- ---------  ------- -------- 
 -------  --------
<S>                                             <C>      <C>       <C>     <C>      
 <C>      <C>
Outstanding at beginning of year                   914     $3.82      935     $3.06 
    855      $3.06

Granted                                            288      6.36      374      4.46 
    114       2.88

Exercised                                          (28)     2.88     (328)     2.63 
    (16)      2.56

Cancellations and Expirations                      (50)     6.13      (67)     2.65 
    (18)      2.68
                                                -------            -------          
 -------            
Outstanding at end of year                        1,124     4.39      914      3.82 
    935       3.06

Options exercisable at year end                     518               388           
    584
 
Weighted-average fair value of options
granted during the year                           $ 3.07             $2.20          
  $1.29

</TABLE>


The following table summarizes information about stock options outstanding at
December 31, 1998:

<TABLE>
<CAPTION>
                                       Options Outstanding                   
Options Exercisable
                             -------------------------------------       
-------------------------
                                                         Weighted            
                                             Weighted    Average                    
       Weighted
                              Number         Average     Remaining          Number  
       Average
Range of                      Outstanding    Exercise    Contractual       
Exercisable     Exercise
Exercise Prices               (000)          Price        Life              (000)   
       Price
---------------- ---------    -----------   ----------- -----------        
--------        ---------
<S>                           <C>           <C>         <C>                 <C>     
       <C>
Less than $2                       36          $1.88          1.3               19  
          $1.88
$2.01 to $3.00                    221           2.78          2.3               94  
           2.67
$3.01 to $4.00                    434           3.72          0.7              367  
           3.80
$4.01 to $5.00                     --             --           --               --  
             --
$5.01 to $6.00                    300           5.63          4.1               38  
           5.63
$6.01 to $7.00                     95           6.80          4.1               --  
             --
$7.01 to $8.00                     38           8.00          4.2               --  
             --
                                  ---                                          ---
                                1,124           4.39          2.4              518  
           3.65
                                  ===                                          ===
</TABLE>



(8) RETIREMENT BENEFITS

The only qualified retirement plan for employees is the Cobra Electronics
Corporation Profit Sharing and 401(k) Incentive Savings Plan (the "Plan").  
The company may make a discretionary annual profit sharing contribution that 
is allocated among accounts of persons employed by the company for more than
one year, prorated based on the compensation paid to such persons during the
year.  Profit sharing expense for 1998, 1997 and 1996 was $179,000, $169,000
and $55,000, respectively. 

As of December 31, 1998 and 1997, deferred compensation of $2.3 million and 
$2.2 million, respectively, was recorded as a long-term liability.  
The current portion of the deferred compensation liability was included in 
accrued salaries and commissions, and amounted to $253,000 at December 31, 
1998 and  1997. Deferred compensation obligations arise pursuant to outstand-
ing key executive employment agreements, the majority of which relates to the
former president and chief executive officer.  


(9) RELATED PARTY TRANSACTIONS

In August 1997, the company exchanged its note receivable from the company's 
former president and chief executive officer, of approximately $1.9 million,
for 300,000 common shares owned by the executive.  In 1990, pursuant to an 
employment agreement, the executive exercised options on 375,000 common 
shares by executing a note with the company in the amount of $1.25 million.
The face amount of the note plus accrued interest amounted to $1.9 million 
at the date of exchange. 


(10) COMMITMENTS

At December 31, 1998 and 1997, the company had outstanding inventory purchase
orders with suppliers totaling approximately $29.1 million and $21.1 million,
respectively.


(11) INDUSTRY SEGMENT INFORMATION

The company operates in only one business segment--consumer electronics (see 
Note 1). The company has a single sales department and distribution channel
which provides all product lines to all customers. Excluding company-owned 
tooling at suppliers with a net book value of $1.2 million at December 31, 
1998, assets located outside the United States are not material.  Interna-
tional sales were $7.4 million, $19.1 million and $10.1 million in 1998, 1997
and 1996, respectively. For 1997, approximately 64 percent of the interna-
tional sales were to customers in Russia. For 1998 and 1996, sales to one 
particular country were not material. For 1998, sales to two customers 
totaled 12.9 percent and 11.9 percent of consolidated net sales. For 1996, 
sales to one customer totaled 10.7 percent of consolidated net sales.  There
were no sales in excess of 10 percent of consolidated net sales to a single
customer or a group of entities under common control in 1997.  The company
does not believe that the loss of any one customer would have a material 
adverse effect on its results of operations or financial condition.


(12) ADVERTISING BARTER CREDITS

During 1992, the company received $3.8 million of advertising credits in 
exchange for certain discontinued products.  These credits can be used to 
reduce the cash cost of a variety of media services (by 30 to 50 percent) 
prior to their expiration date, which has been extended to December 1999. The
company is exploring opportunities to exchange a portion of the credits for 
various goods and services used by the company as well as the outright sale 
of the credits to third parties. During 1998, 1997, and 1996, the company 
utilized credits of approximately $6,000, $10,000, and $20,000, respectively.
In 1997 and 1996 the company recorded charges of $1.1 million and $1.2 
million, respectively, to reduce the credits to their estimated net 
realizable value.  The credits had no net carrying value at December 31, 1998
and 1997.  


(13) OTHER ASSETS

Other assets at December 31, 1998 and 1997 included the cash surrender value
of officers' life insurance policies. The cash value of officers' life 
insurance policies is pledged as collateral for the company's secured lending
agreement and is maintained to fund deferred compensation obligations (see 
Notes 3 and 8). 


(14) CONTINGENCIES

The company is subject to various unresolved legal actions which arise in the
normal course of its business. None of these matters is expected to have a 
material adverse effect on the company's financial position or results of 
operations. However, the ultimate resolution of these matters could result in
a change in the company's estimate of its liability for these matters.

During 1996, the company received notice from the Internal Revenue Service
asserting deficiencies in federal excise tax. The excise tax relates to the 
use of ozone-depleting chemicals (ODC'S). The company had protested the 
deficiencies and had filed an environmental excise tax protest. During the 
first quarter of 1998, the company was notified by the Internal Revenue 
Service that there are no deficiencies in the company's federal excise tax 
returns and the contingency has been eliminated. Also in 1996, the company 
recognized $373,000 of income related to a lawsuit against a former distri-
butor for violation of a licensing agreement.   


Quarterly Financial Data (Unaudited)
(In thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                         Quarter Ended
                
------------------------------------------------------------------------------------------
                         March 31               June 30             September 30    
      December 31
                  ---------------------  ---------------------
---------------------  ---------------------
                     1998       1997        1998       1997       1998       1997   
    1998       1997
                  ---------- ----------  ---------- ---------- ----------
----------  ---------- ----------
<S>               <C>        <C>         <C>         <C>        <C>        <C>      
  <C>        <C>                                                                    
                               
Net sales.........$ 21,172    $ 17,915   $ 22,440   $  29,472   $26,223    $ 31,353 
  $ 33,579  $  25,358

Cost of sales.....  16,921      14,403     16,976      23,776    19,720      24,585 
    25,136     19,783
Gross profit......   4,251       3,512      5,464       5,696     6,503       6,768 
     8,443      5,575
Selling, general
  and administra-
  tive expense....   3,737       3,134      4,096       4,147     5,300       5,022 
     6,614      4,352
Operating income..     514         378      1,368       1,549     1,203       1,746 
     1,829      1,223 
Gain on sale of 
  building........      --          --         --          --        --       1,132 
       --         --
Tax provision (benefit) --          --         --          --        --      --    
(10,403)        --                                                                  
Net income             237          93      1,265       1,249       678       2,625 
    12,020        725 

Net income 
  per share (a):
 Basic.............   0.04        0.01       0.20        0.20      0.11        0.43 
      1.98       0.12 
 Diluted...........   0.04        0.01       0.19        0.20      0.11        0.39 
      1.92       0.11  

Weighted average
 shares outstanding:
 Basic.............  6,218       6,242      6,235       6,242     6,210       6,170 
     6,066      6,173
 Diluted...........  6,625       6,332      6,539       6,308     6,383       6,652 
     6,273      6,643

Stock Price:
    High             8 5/8       3 5/8      6 3/4       3 3/8     5 5/8       8 7/8 
     6 1/4     10 7/8
    Low              5 5/8       2 1/2      4 3/4       2 1/2     3 1/2       2
13/16     3 5/8      5 1/4
    End of Quarter   6 1/4       2 7/8      5 1/16      3 5/32    3 3/4       7 3/8 
     4 11/16    6 5/16
 Trading Volume      2,931         704      2,050         583     1,684       9,402 
     1,304      4,966 
</TABLE>

(a) The total quarterly income per share may not equal the annual amount 
because net income per share is calculated independently for each quarter.



INDEPENDENT AUDITORS' REPORT
----------------------------

To the Board of Directors and Shareholders of 
Cobra Electronics Corporation
Chicago, Illinois

We have audited the accompanying consolidated balance sheets of Cobra 
Electronics Corporation and subsidiaries as of December 31, 1998 and 1997, 
and the related consolidated statements of income, shareholders' equity, and
cash flows for each of the three years in the period ended December 31, 1998.
Our audits also included the financial statement schedule for the three years
ended December 31, 1998, listed in the Index at Item 14. These financial 
statements and financial statement schedule are the responsibility of the 
Company's management.  Our responsibility is to express an opinion on the 
financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and signifi-
cant estimates made by management, as well as evaluating the overall 
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Cobra Electronics Corporation and
subsidiaries at December 31, 1998 and 1997, and the results of their opera-
tions and their cash flows for each of the three years in the period ended 
December 31, 1998 in conformity with generally accepted accounting 
principles.  Also, in our opinion, such financial statement schedule, when 
considered in relation to the consolidated financial statements taken as a
whole, presents fairly in all material respects the information set forth
therein. 

DELOITTE & TOUCHE LLP

Chicago, Illinois
February 24, 1999



ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

None


                           PART III
                           --------

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information in response to this item will be set forth in a definitive proxy
statement to be filed by the company pursuant to Regulation 14A under 
Directors and Nominees, which information is hereby incorporated by 
reference.  The information under Section 16(a) Beneficial Ownership 
Reporting Complilance included in the definitive proxy statement is hereby 
incorporated by reference.

The executive officers of the company are as follows:

Name, Age and         Has Held Present  Prior Business Experience
Present Position      Position Since    in Past Five Years
--------------------  ----------------  -------------------------

James Bazet, 51,          Jan. 1998    Executive Vice President and
President and Chief                    Chief Operating Officer,
Executive Officer*                     July 1997 to December 1997.
                                       President and Chief
                                       Executive Officer, Ryobi
                                       Motor Products Floor Care
                                       Division, 1995 - 1997,
                                       President and Chief
                                       Executive Officer, Code-A-
                                       Phone Corporation, 1991-
                                       1994.

Carl Korn, 77,            Nov. 1961
Chairman*

Jerry Kalov, 63,          July 1997    President and Chief
Vice Chairman*                         Executive Officer, 1986-
                                       January 1, 1998; retired
                                       January 1, 1998

Gerald M. Laures, 51,     Mar. 1994    Corporate Secretary,
Vice President-Finance                 July 1989 to present;
and Corporate Secretary*               Corporate Controller
                                       June 1988 to March 1994.

Anthony Mirabelli, 57,   Feb. 1997     Vice President of
Senior Vice President,                 Marketing, Uniden America
Marketing and Sales                    Corporation, 1992 - 1997. 

* Is also a director.


ITEM 11.  EXECUTIVE COMPENSATION

Information in response to this item will be set forth in a definitive proxy
statement to be filed by the company pursuant to Regulation 14A within 120 days
after the close of the company's 1998 fiscal year, and such information, other
than the information required by Item 402(k) (Board Compensation Committee 
Report on Executive Compensation) and Item 402(l) (Performance Graph) under 
Regulation S-K adopted by the Securities and Exchange Commission, is hereby 
incorporated by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information in response to this item will be set forth in a definitive proxy
statement to be filed by the company pursuant to Regulation 14A within 120 
days after the close of the company's 1998 fiscal year, and such information 
is hereby incorporated by reference.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information in response to this item will be set forth in a definitive proxy
statement to be filed by the company pursuant to Regulation 14A within 120 
days after the close of the company's 1998 fiscal year, and such information 
is hereby incorporated by reference.


                           PART IV
                           -------

ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

           Index to Consolidated Financial Statements and Schedules
           --------------------------------------------------------

                                                         Page or
                                                         Schedule
       Description                                       Number
       ------------------------------------------------  --------
[a] 1. Consolidated Statements of Income for the
          three years ended December 31,1998...........      17

       Consolidated Balance Sheets as of December 31,
          1998 and 1997................................   18-19

       Consolidated Statements of Cash Flows for the
          three years ended December 31, 1998..........   20-21

       Consolidated Statements of Shareholders' Equity
          for the three years ended December 31, 1998..      22

       Notes to Consolidated Financial Statements......   23-33

       Quarterly Financial Data........................      34

       Independent Auditors' Report....................      35
       
    2. Schedule:

       Valuation and Qualifying Accounts - 1998, 1997
          and 1996.....................................      39

       All other financial schedules have been omitted
       because the required information is contained in
       the consolidated financial statements and notes
       thereto, or such information is not applicable.

    3. Exhibits:

       See Index to Exhibits on pages 41 through 42.

[b]    During the three months ended December 31, 1998 the Company filed no 
       Current Reports on Form 8-K.


SCHEDULE II

                   COBRA ELECTRONICS CORPORATION
                 VALUATION AND QUALIFYING ACCOUNTS
            FOR THE THREE YEARS ENDED DECEMBER 31, 1998
                          (in thousands)
            -------------------------------------------
<TABLE>
<CAPTION>
                                      Balance at     Additions    Deductions        
         Balance at
                                      beginning     charged to       from           
           end of
                                      of period       expense      reserves     
Other,net      period
                                     ----------     ----------    ----------    
----------  -----------
<S>                                  <C>            <C>           <C>           
<C>         <C>
1998
----------------------------------
Allowance for doubtful account....   $    958      $    321       $   (294)[a]  $   
   ---     $    985

Advertising barter credit
 valuation allowance..............   $  3,185      $    ---       $   ---       $   
   (5)     $  3,180

Tax valuation allowance...........   $ 13,756      $    ---       $   ---       $ 
(13,756)[c]  $      0


1997
----------------------------------
Allowance for doubtful account....   $    792      $    127       $    (7)[a]   $   
   46 [b]  $    958

Reserve for disposal of 
  discontinued operation..........   $    658      $    ---       $  (658)[d]   $   
  ---      $      0

Advertising barter credit
 valuation allowance..............   $  2,041      $  1,144       $   ---       $   
  ---      $  3,185

Tax valuation allowance...........   $ 15,596      $    ---       $   ---       $  
(1,840)[c]  $ 13,756


1996
----------------------------------
Allowance for doubtful account....   $  1,451      $   (400)      $  (349)[a]  $    
   90[b]   $    792

Reserve for disposal of 
  discontinued operation..........   $    274      $    384       $   ---       $   
   ---     $    658

Advertising barter credit
 valuation allowance..............   $    841      $  1,200       $   ---       $   
   ---     $  2,041

Tax valuation allowance...........   $ 15,675      $    ---       $   ---       $   
  (79)[c]  $ 15,596

</TABLE>

[a] Uncollectible accounts written off.

[b] Net adjustments to the reserve with an offsetting entry to receivables.

[c] Decrease in allowance reflects the change in net deferred tax assets 
excluding alternative minimum income tax paid. 1998 amount includes reversal 
of remaining $10,403 valuation allowance on December 31, 1998, as management
has assessed that such valuation allowance is no longer necessary.

[d] All assets related to discontinued operations were sold in 1997. 

[e] Reversal of Tax Valuation Reserve



                                 SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities 
Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                            COBRA ELECTRONICS CORPORATION

                            /S/ Gerald M. Laures  
                            --------------------------
                                Gerald M. Laures
                                Vice President-Finance
                                and Corporate Secretary


Dated: March 31, 1999

Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following persons on behalf of the 
Registrant and in the capacities and on the date indicated above.


                        
/s/ James Bazet                       Director, President and Chief Executive
-------------------------             Officer
    James Bazet

/s/ Carl Korn                         Director and Chairman of the Board
-------------------------
    Carl Korn

/s/ Jerry Kalov                       Director and Vice Chairman of the Board
-------------------------
    Jerry Kalov

/s/ William P. Carmichael             Director
-------------------------
    William P. Carmichael

/s/ Samuel B. Horberg                 Director
-------------------------
    Samuel B. Horberg

/s/ Gerald M. Laures                  Director, Vice President - Finance and
-------------------------             Secretary (Principal Financial and
    Gerald M. Laures                  Accounting Officer)

/s/ Harold D. Schwartz                Director
-----------------------
    Harold D. Schwartz



                        INDEX TO EXHIBITS
                        -----------------

Exhibit
Number                     Description of Document
-------  --------------------------------------------------------
3(i) *   Restated certificate of Incorporation, as amended October 28,1998.

3(ii) *  Amended and Restated Bylaws, as amended October 28, 1998.

10-1 #   1985 Key Employees Nonqualified Stock Option Plan--Filed
         as exhibit No. 10-6 to the Registrant's Form 10-K for
         the year ended December 31, 1985 (File No. 0-511),
         hereby incorporated by reference.

10-2 #   1986 Key Employees Nonqualified and Incentive Stock
         Option Plan--Filed as exhibit No. 10-6 to the
         registrant's Form 10-K for the year ended December 31,
         1990 (File No. 0-511), hereby incorporated by reference.

10-3 #   1987 Key Employees Nonqualified and Incentive Stock
         Option Plan--Filed as exhibit No. 10-7 to the
         Registrant's Form 10-K for the year ended December 31,
         1990 (File No. 0-511), hereby incorporated by reference.

10-4 #   1988 Key Employees Nonqualified and Incentive Stock
         Option Plan--Filed as exhibit No. 10-8 to the
         Registrant's Form 10-K for the  year ended December 31,
         1990 (File No. 0-511), hereby incorporated by reference.

10-5 #   Deferred Compensation Plan dated as of December 23,
         1992--Filed as exhibit No. 10-19 to the Registrant's
         Form 10-K for the year ended December 31, 1992 (File No.
         0-511), hereby incorporated by reference.

10-6 #   Executive Employment Agreement dated as of September 23,
         1994--Filed as exhibit No. 10-20 to the Registrant's
         Form 10-K for the year ended December 31, 1994 (File No.
         0-511), hereby incorporated by reference.

10-7 #   Amendment to the Key Executive Employment Agreement
         dated as of December 15, 1994--Filed as exhibit No.
         10-21 to the Registrant's Form 10-K for the year ended
         December 31, 1994 (File No. 0-511), hereby incorporated
         by reference.

10-8     1995 Key Employees Nonqualified and Incentive Stock
         Option Plan.-- filed as Exhibit No. 10-23 to the Registrant's
         Form 10-K for the year ended December 31, 1995 (File No. 0-511).

10-9     Non-Exclusive License Agreement between Cobra Electronics 
         Corporation and Yupiteru Industries Co., Ltd. dated as of
         May 21, 1996 -- filed as Exhibit No. 10-27 to the Registrant's
         Form 10-K for the year ended December 31, 1996 (File No. 0-511).

10-10    Non-Exclusive License Agreement between Cobra Electronics Corporation
         and Sunkyong America, Inc. dated as of May 1, 1996.-- filed as
         Exhibit No. 10-28 to the Registrant's Form 10-K for the year ended
         December 31, 1996 (File No. 0-511). 

10-11    Employment Agreement between Cobra Electronics Corporation
         and Anthony Mirabelli dated January 31, 1997.-- filed as Exhibit
         No. 10-29 to the Registrant's Form 10-K for the year ended
         December 31, 1996 (File No. 0-511).

10-12    Termination of Safe Harbor Lease between Cobra Electronics
         Corporation and the Department of Transportation of Maryland
         dated as of November 15, 1996.-- filed as Exhibit No. 10-30 to the
         Registrant's Form 10-K for the year ended December 31, 1996
         (File No. 0-511.

10-13    Employment Agreement between Cobra Electronics Corporation and
         James R. Bazet dated April 21, 1997 -- filed as Exhibit No. 10-33
         to the Registrant's Form 10-K for the year ended December 31, 1997
         (File No. 0-511).

10-14    Loan and Security Agreement dated February 3, 1998, by and between
         the Registrant and LaSalle Business Credit, Inc. and LaSalle National
         Bank.

10-15    1998 Stock Option Plan, as amended, (incorporated by reference to
         Exhibit 99.1 of the Registration Statement On Form S-8, File No, 333-
         63501)

21 *     Subsidiaries of the Registrant.

23 *     Consent of Deloitte & Touche LLP dated March 30, 1999.

27 *     Financial data schedule required under Article 5 of
         Regulation S-X.
 
-----------------------------------------------------------------
*  Filed herewith.
#  Executive compensation plan or arrangement.

<PAGE>

EXHIBIT 21       COBRA ELECTRONICS CORPORATION
                 SUBSIDIARIES OF REGISTRANT
                 =============================
                                                        STATE OR OTHER
NAME UNDER WHICH SUBSIDIARY           OWNERSHIP         JURISDICTION
DOES BUSINESS                         PERCENTAGE        OF INCORPORATION
===========================           ==========        ================

Cobra Electronics (HK) Limited           100%              Hong Kong

Cobra Electronics Corporation
Europe Limited                           100%              England

<PAGE>



EXHIBIT 23

                         INDEPENDENT AUDITORS CONSENT
                         ============================

We consent to the incorporation by reference in Registration Statement (File
Number 333-63501) of Cobra Electronics Corporation and subsidiaries on Form
S-8 of our report dated February 24, 1999, appearing in the Annual Report on
Form 10-K of Cobra Electronics Corporation and subsidiaries for the year
ended December 31, 1998.

DELOITTE AND TOUCHE LLP

Chicago, Illinois

March 30, 1999

<PAGE>



EXHIBIT 3(ii)

As Amended and Restated
October 28, 1998

                                   BY-LAWS
                                     OF
                       COBRA ELECTRONICS CORPORATION


ARTICLE I

Stockholders' Meetings

Section 1.  Annual Meeting.  The annual meeting of stockholders for the 
election of directors and the transaction of such other business as may
properly come before it shall be held at 2:00 P.M., local time, on the last
Tuesday of April of each year, or on such other date or at such other time as
shall be fixed by the Board of Directors.  If the day fixed for the annual
meeting is a legal holiday, such meeting shall be held on the next
succeeding business day.

Section 2.  Special Meetings.  Any action required or permitted to be taken by
the stockholders of the corporation must be effected at a duly called annual
or special meeting of stockholders of the corporation and may not be effected
by any consent in writing by such stockholders.  Special meetings of
stockholders of the corporation may be called only by the Board of Directors
pursuant to a resolution approved by a majority of the entire Board of
Directors, upon not less than 10 or more than 50 days' written notice. 
Notwithstanding anything contained in these By-Laws to the contrary, the
affirmative vote of the holders of at least 67 percent of the shares of the
corporation entitled to vote for the election of directors shall be required
to amend or repeal, or to adopt any provision inconsistent with, this
section 2.

Section 3.  Place of Meetings.  Each meeting of stockholders for the election of
directors shall be held in the City of Chicago, State of Illinois, at such
place as may be fixed from time to time by the Board of Directors.  Meetings
of stockholders for any other purpose may be held at such time and place,
within or without the State of Delaware, as shall be determined pursuant to
Section 2 of Article I and stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

Section 4.  Notice of Meetings and Adjourned Meetings.  Written notice of
every meeting of stockholders stating the place, date and hour thereof, and,
in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall, except when otherwise required by the laws of
Delaware be given, in the case of the annual meeting of stockholders, not
less than ten nor more than sixty days before the date of the meeting to each
stockholder of record entitled to vote thereat, and in the case of special
meetings, not less than ten nor more than fifty days before the date of the
meeting to each stockholder of record entitled to vote thereat.  Only such 
business shall be conducted at a special meeting of stockholders as shall
have been brought before the meeting pursuant to the corporation's notice of
meeting.  Any meeting at which a quorum of stockholders is present, in person
or by proxy, may adjourn from time to time without notice other than 
announcement at such meeting until its business is completed.  At the
adjourned meeting the corporation may transact any business which might have
been transacted at the original meeting.  If the adjournment is for more than
thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

Section 5.  Quorum.  The holders of a majority of the shares of stock issued
and outstanding and entitled to vote, present in person or by proxy, shall, 
except as otherwise provided by law or the certificate of incorporation, 
constitute a quorum for the transaction of business at all meetings Of stock-
holders.  If at any meeting a quorum is not present, the chairman of the 
meeting or the holders of the majority of the shares of stock present or 
represented may adjourn the meeting from time to time without notice other 
than announcement at such meeting until a quorum is present. At the adjourned
meeting the corporation may transact any business which might have been 
transacted at the original meeting.  If the adjournment is for more than 
thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned to each stockholder of record 
entitled meeting shall be given to the stockholders present or represented to
vote at the meeting is present at a duly called or held meeting at which a 
quorum may continue to transact business until final adjournment notwith-
standing the withdrawal of enough stockholders to leave less than a quorum.

Section 6.  Voting.  Each holder of stock entitled to vote at a stockholders
meeting shall, as to all matters before such meeting in respect of which such
stock has voting rights, be entitled to one vote in person or by written
proxy for each share of stock owned of record by him.  No holder of stock 
shall have any cumulative voting rights in respect of any share of Stock held
by him.  No proxy shall be voted or acted upon after three years from its
date unless the proxy provides for a longer period.  No vote upon any matter
need be by ballot unless demanded by the holders of at least ten per cent of
the shares represented and entitled to vote at the meeting.  All elections
shall be decided by a plurality of the votes cast and all other questions or
matters shall be decided by a majority of the votes cast, unless otherwise
required by the laws of Delaware or the certificate of incorporation.

Section 7.  List of Stockholders.  At least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each 
stockholder, and the number of shares registered in the name of each
stockholder, shall be prepared by the Secretary.  Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting, 
during ordinary business hours, for a period of at least ten days prior to
the meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or, if not
specified, at the place where the meeting is to be held. The list shall also
be produced and kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is present.  The
original or duplicate stock ledger shall be the only evidence as to who are
stockholders entitled to examine the stock ledger, the list required by
this section or the books of the corporation, or to vote in person or by
proxy at any meeting of stockholders.

Section 8.  Notice of Stockholder Business and Nominations.

(a)  Annual Meetings of Stockholders. (1) Nominations of persons for election to
the Board of Directors of the corporation and the proposal of business to be
considered by the stockholders may be made at an annual meeting of
stockholders (i) pursuant to the corporation's notice of meeting delivered
pursuant to Article I, Section 4 of these By-Laws, (ii) by or at the
direction of the Board of Directors or (iii) by any stockholder of the
corporation who is entitled to vote at the meeting, who complied with the
notice procedures set forth in clauses (2) and (3) of this paragraph (a) of
this Section 8 and who was a stockholder of record at the time such notice
was delivered to the Secretary of the corporation.

(2)  For nominations or other business to be properly brought before an annual
meeting by a stockholder pursuant to clause (iii) of paragraph (a)(1) of this
Section 8, the stockholder must have given timely notice thereof in writing
to the Secretary of the corporation and such other business must otherwise be a
proper matter for stockholder action. To be timely, a stockholder's notice
shall be delivered to the Secretary at the principal office of the corpora-
tion not earlier than the close of business on the 100th calendar day nor
later than the close of business on the 75th calendar day prior to the date
of the first anniversary of the preceding year's annual meeting; provided,
however, that in the event that the date of an annual meeting is more than 30
calendar days before or more than 30 calendar days after the date of the
first anniversary of the preceding year's annual meeting, notice by the
stockholder to be timely must be so delivered not earlier than the close of
business on the 100th calendar day prior to such annual meeting and not later
than the close of business on the later of the 75th calendar day prior to
such annual meeting and the 10th calendar day after the day on which
public announcement of the date of such annual meeting is first made by the
corporation.  Such stockholder's notice shall set forth (i) as to each person
whom the stockholder proposes to nominate for election or reelection as a
director all information relating to such person that is required to be dis-
closed in solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities 
Exchange Act of 1934, as amended (the "Exchange Act"), and the regulations
promulgated thereunder, including such person's written consent to being
named in the proxy statement as a nominee and to serving as a director if
elected; (ii) as to any other business that the stockholder proposes to bring
before the meeting, a brief description of the business desired to be brought
before the meeting, the reasons for conducting such business at the meeting
and any material interest in such business of such stockholder and the
beneficial owner, if any, on whose behalf the proposal is made; and (iii) as
to the stockholder giving the notice and the beneficial owner, if any,
on whose behalf the nomination or proposal is made, the name and address of
such stockholder, as they appear on the corporation's stock transfer books,
and of such beneficial owner and the class and number of shares of the cor-
poration which are owned beneficially and of record by such stockholder and
such beneficial owner.

(3)  Notwithstanding anything in the second sentence of paragraph (a)(2) of
this Section 8 to the contrary, in the event that the number of directors to
be elected to the Board of Directors of the corporation is increased and
there is no public announcement by the corporation naming all of the nominees
for director or specifying the size of the increased Board of Directors made
by the corporation at least 80 calendar days prior to the date of the first
anniversary of the preceding year's annual meeting, a stockholder's notice
required by this Section 8 shall also be considered timely, but only with
respect to nominees for any new positions created by such increase, if it 
shall be delivered to the Secretary at the principal office of the corpora-
tion not later than the close of business on the 10th calendar day after the
day on which such public announcement is first made by the corporation.

(b)  Special Meetings of Stockholders. Subject to the rights of the holders of
any Preferred Stock, only such business shall be conducted at a special meet-
ing of stockholders as shall have been brought before the meeting pursuant to
the corporation's notice of meeting pursuant to Article I, Section 4 of these
By-Laws. 

(c)  General. (1) Subject to the rights of the holders of any Preferred Stock,
only persons who are nominated in accordance with the procedures set forth in
this Section 8 shall be eligible to serve as directors and only such business
shall be conducted at a meeting of stockholders as shall have been brought
before the meeting in accordance with the procedures set forth in this
Section 8.  Except as otherwise provided by law, the Certificate of Incorpor-
ation or these By-Laws, the chairman of the meeting shall have the power and
duty to determine whether a nomination or any business proposed to be brought
before the meeting was made or proposed in accordance with the procedures set
forth in this Section 8 and, if any proposed nomination or business is not in
compliance with this Section 8, to declare that such defective proposal or
nomination shall be disregarded.

(2)  For purposes of this Section 8, "public announcement" shall mean 
disclosure in a press release reported by the Dow Jones News Service, 
Associated Press or comparable national news service or in a document public-
ly filed by the corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(3)  Notwithstanding the foregoing provisions of this Section 8, a stockholder
shall also comply with all applicable requirements of the Exchange Act and the
rules and regulations thereunder with respect to the matters set forth in this
Section 8.  Nothing in this Section 8 shall be deemed to affect any rights of
stockholders to request inclusion of proposals in the corporation's proxy 
statement pursuant to Rule 14a-8 under the Exchange Act.

ARTICLE II

Directors

Section l.  Number, Election and Term of Office.  The number of directors 
which shall constitute the whole Board shall be not less than five.  The 
exact number of directors shall be fixed from time to time by the Board of 
Directors pursuant to a resolution adopted by a majority of the entire Board
of Directors.  The Directors shall be divided into three classes, as nearly 
equal in number as possible, with respect to the time for which they shall 
severally hold office.  Directors of the First Class first chosen shall hold
office for one year or until the first annual election following their 
election; Directors of the Second Class first chosen shall hold office until
the second annual election following their election; and Directors of the 
Third Class shall hold office until the third annual election following their
election.  In each annual election or adjournment thereof, the successors to 
the Class of Directors whose terms shall expire at that time shall be
elected to hold office for terms of three years so that the term of office or 
one class of Directors shall expire in each year.  Each Director elected 
shall hold office until his successor shall be elected and shall qualify. 
Notwithstanding anything contained in these By-Laws to the contrary, the 
affirmative vote of the holders of at least 67 percent of the shares of this
corporation entitled to vote for the election of directors shall be required 
to amend or repeal, or to adopt any provision inconsistent with, this Section
1.

Section 2.  Resignations and Vacancies.

(a)  Resignations.  Any director may resign at any time by giving written 
notice to the Board of Directors or to the Chairman.  Any such resignation 
shall take effect at the date of the receipt of such notice or at any later 
time specified therein; and, unless otherwise specified therein, the 
acceptance of such resignation shall not be necessary to make it effective.

(b)  Newly Created Directorships and Vacancies.  Subject to the rights of the
holders of any series of Preferred Stock then outstanding, newly created
directorships resulting from any increase in the authorized number of 
directors or any vacancies in the Board of Directors resulting from death, 
resignation, retirement, disqualification, removal from office or other cause
shall be filled by a majority vote of the directors then in office, and 
directors so chosen shall hold office for a term expiring at the Annual 
Meeting of Stockholders at which the term of the class to which they have
been elected expires.

(c)  Removal.  Subject to the rights of the holders of any series of Preferred
Stock then outstanding, any director, or the entire Board of Directors, may be
removed from office at any time, but only for cause and only by the affirma-
tive vote of the holders of at least 67 percent of the shares of this 
corporation entitled to vote for the election of directors.

(d)  Amendment, Repeal, etc.  Notwithstanding anything contained in these By-
Laws to the contrary, the affirmative vote of the holders of at least 67 
percent of all of the shares of this corporation entitled to vote for the 
election of directors shall be required to amend or repeal, or to adopt any 
provision inconsistent with, this Section 2 of Article II.

Section 3.  Place of Meetings.  Meetings of the Board of Directors may be 
held at such places, within or without the State of Delaware, as the Board of
Directors may from time to time determine or as shall be determined pursuant
to Section 5 of Article II.

Section 4.  Regular Meetings.  A regular annual meeting of the Board of
Directors shall be held without call or notice immediately after and at the 
same general place as the annual meeting of stockholders for the purpose of
organizing the Board of Directors, electing officers and transacting any 
other business that may properly come before the meeting.  In the event such
meeting is not held at such time and place, the meeting may be held at such 
time and place as shall be specified in a notice given as provided in Section
5 for special meetings or as shall be specified in a written waiver signed by
all of the directors.  Additional regular meetings of the Board of Directors
may be held without call or notice at such place and at such time as shall be 
fixed by resolution of the Board of Directors.

Section 5.  Special Meetings.  Special meetings of the Board of Directors may 
be called and the location thereof designated by the President and shall be
called and the location thereof designated by the President or Secretary at 
the written request of two directors.  Notice of special meetings either 
shall be mailed by the Secretary to each director at least three days before
the meeting or shall be given personally or telegraphed to each director by
the Secretary at least forty-eight hours before the meeting.  Such notice 
shall set forth the time and place of such meeting but need not, unless 
otherwise required by law, state the purposes of the meeting.

Section 6.  Quorum and Voting.  A majority of the whole Board of Directors as
specified in the by-laws shall constitute a quorum for the transaction of 
business at any meeting of the Board of Directors.  The act of the majority
of the directors present at a meeting at which a quorum is present shall be 
the act of the Board of Directors unless otherwise provided by the laws of 
Delaware, the certificate of incorporation or these by-laws.  A majority of
the directors present at any meeting at which a quorum is present may adjourn
the meeting from time to time without further notice other than announcement 
at the meeting.  If at any meeting a quorum is not present, a majority of the
directors present may adjourn the meeting from time to time without notice 
other than announcement at the meeting until a quorum is present.

Section 7.  Committees of the Board of Directors.  The Board of Directors may,
by resolution passed by a three-fourths majority of the whole Board of
Directors as specified in the by-laws, designate one or more committees, each
to consist of two or more of the directors of the corporation, and may 
appoint chairmen of any such committees.  To the extent provided in the
resolution designating such committee, and to the extent permitted under 
applicable Delaware law, each such committee 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.  The Board of Directors may 
designate one or more directors as alternate members of any committee, who 
may replace any absent or disqualified member at any meeting of the  
committee.  In the absence or disqualification of any member of such committee
or committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the 
meeting in the place of such absent or disqualified member.

Section 8.  Action Without Meeting.  Any action required or permitted to be 
taken at any meeting of the Board of Directors, or of any committee thereof, 
may be taken without a meeting if all members of the Board of Directors, or 
of such committee, as the case may be, consent thereto in writing, and such 
written consent is filed with the minutes of the proceedings of the Board of
Directors or of such committee.

Section 9.  Compensation.  The directors may be paid their expenses, if any, 
of attendance at each meeting of the Board of Directors and may be paid a 
fixed sum for attendance at each meeting of the Board of Directors or a 
stated salary as director.  No such payment shall preclude any director from
serving the corporation in any other capacity and receiving compensation 
therefor.  Members of special or standing committees may be allowed like 
compensation for attending committee meetings.

Section 10.  Telephonic Meetings.  Members of the Board of Directors, or any
committee thereof, may participate in a meeting of the Board of Directors, or 
of such committee, by means of conference telephone or other similar communi-
cations equipment by means of which all persons participating in the meeting
can hear each other, and participation in a meeting pursuant to this section 
shall constitute presence in person at such meeting.

ARTICLE III

Officers

Section 1.  Number.  The officers of the Corporation shall be a Chairman of
the Board, a Vice Chairman of the Board, a President, one or more Vice Presi-
dents (the number thereof to be determined by the Board of Directors), a 
Treasurer, a Secretary and such Assistant Treasurers, Assistant Secretaries 
or other officers as may be elected by the Board of Directors.  Any two or 
more offices may be held by the same person.

Section 2.  Election and Term of Office.  The officers of the Corporation 
shall be elected annually by the Board of Directors at the first meeting of
the Board of Directors held after each annual meeting of stockholders.  If
the election of officers shall not be held at such meeting, such election 
shall be held as soon thereafter as conveniently may be.  New offices may be
created and filled at any meeting of the Board of Directors.  Each officer 
shall hold office until his successor is elected and has qualified or until 
his earlier resignation or removal.  Any officer may resign at any time upon
written notice to the Corporation. Election of an officer shall not of itself
create contract rights.

Section 3.  Removal.  Any officer elected by the Board of Directors may be
removed by the Board of Directors whenever in its judgment the best interests
of the Corporation would be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.

Section 4.  Vacancies.  A vacancy in any office occurring because of death,
resignation, removal or otherwise, may be filled by the Board of Directors.

Section 5.  The Chairman of the Board and Vice Chairman of the Board.  The 
Chairman of the Board shall preside at all meetings of the Stockholders and 
of the Board of Directors and shall perform such other duties as may be 
described by the Board of Directors from time to time.  In the absence of the
Chairman of the Board, the Vice Chairman of the Board shall preside at 
meetings of the Stockholders and of the Board of Directors.  In addition, the
Vice Chairman of the Board shall perform such other duties as may be 
described by the Board of Directors from time to time.

Section 6.  The President.  The President shall be the Chief Operating 
Officer and shall have such duties and responsibilities as may be assigned to
him from time to time by the Chairman of the Board or the Board of Directors.
In the absence of the Chairman of the Board, the President shall assume the 
duties and responsibilities of the Chairman of the Board.

Section 7.  The Vice Presidents.  Each of the Vice Presidents shall report to
the Chairman of the Board or such other officer as may be determined by the 
Board of Directors or the Chairman of the Board.  Each Vice President shall
have such duties and responsibilities as from time to time may be assigned to
him by the Chairman of the Board or the Board of Directors.

Section 8.  The Treasurer and Assistant Treasurer.  The Treasurer, or, in the
event of his absence or inability or refusal to act, the Assistant Treasurer,
if any (or, if there be more than one, the Assistant Treasurers in the order
designated by the Chairman of the Board, or, if he is unable to act, the 
President, subject to revision by the Board of Directors, and, absent such 
designation or revision, in the order of their first election to that 
office), shall be responsible for (i) the custody and safekeeping of all of 
the funds of the corporation, (ii) the receipt and deposit of all moneys paid
to the corporation, (iii) where necessary or appropriate, the endorsement for
collection on behalf of the corporation of all checks, drafts, notes, and 
other obligations payable to the corporation, (iv) the disbursement of funds
of the corporation under such rules as the Board of Directors may from time 
to time adopt, (v) keeping full and accurate records of all receipts and 
disbursements, and (vi) the performance of such further duties as are incident
to the office of Treasurer or as may from time to time be prescribed by the 
Board of Directors or by the Chairman of the Board.

Section 9.  The Secretary and Assistant Secretaries.  The Secretary, or in the
event of his absence or inability or refusal to act, the Assistant Secretary,
if any (or, if there be more than one, the Assistant Secretaries in the order
designated by the Chairman, and if the Chairman is unable to act, the President
shall assume the duties and responsibilities, subject to revision by the Board
of Directors, and, absent such designation or revision, in the order of their
first election to that office) shall: (i) record all the proceedings of the 
meetings of the stockholders and Board of Directors in one or more books kept
for that purpose; (ii) see that all notices are duly given in accordance with
the provisions of these By-Laws or as required by law; (iii) be custodian of
the corporate records and of the seal of the Corporation and see that the 
seal of the Corporation is affixed to all certificates for shares of capital
stock prior to the issue thereof and to all documents, the execution of which
on behalf of the Corporation under its seal is duly authorized in accordance
with the provisions of these By-Laws; (iv) keep a register of the post office
address of each stockholder which shall be furnished to the Secretary by such
stockholder; (v) have general charge of the stock transfer books of the 
Corporation and (vi) in general, perform all duties as from time to time may
be assigned to him by the Chairman of the Board or the Board of Directors.

ARTICLE IV

Stock Certificates and Transfer Books

Section 1.  Certificates.  Every stockholder shall be entitled to have a
certificate, in such form as the Board of Directors shall from time to time
approve, signed by or in the name of the corporation by the Chairman, Presi-
dent or any Vice President and by the Treasurer, an Assistant Treasurer, the 
Secretary or an Assistant Secretary, certifying the number of shares owned by
him.

Section 2.  Facsimile Signatures.  Any of or all the signatures on the 
certificate may be a facsimile.  In case any officer, transfer agent or 
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the corporation with 
the same effect as if he were such officer, transfer agent or registrar at 
the date of issue.

Section 3.  Record Ownership.  A record of the name and address of the holder of
each certificate, the number of shares represented thereby, and the date of 
issue thereof, shall be made on the corporation's books.  The corporation 
shall be entitled to treat the holder of record of any share or shares of 
stock as the holder in fact thereof, and accordingly, shall not be bound to
recognize any equitable or other claim to or interest in any share on the
part of any other person whether or not it shall have express or other notice
thereof, except as required by the laws of Delaware.

Section 4.  Lost Certificates.  The Board of Directors may direct a new 
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit by the person claiming
the certificate to be lost, stolen or destroyed as to his ownership of the 
certificate and of the facts as to its loss, theft, or destruction.  He shall
also, if required by the Board of Directors, advertise the alleged loss,
theft or destruction in such manner as the Board of Directors shall require
and/or give the corporation a bond, in such form and amount as may be 
approved by the Board of Directors, sufficient to indemnify the corporation
against any claim that may be made against it on account of the alleged loss,
theft or destruction of the certificate or the issuance of a new certificate.

Section 5.  Transfer Agent or Registrar.  The corporation may maintain one or
more transfer offices or agencies where the shares of stock of the corpora-
tion shall be transferable.  The corporation may also maintain one or more 
registry offices wherein such shares of stock shall be registered.

Section 6.  Transfer of Stock.  Transfer of shares shall, except as provided
in Section 4 of this Article IV, be made on the books of the corporation only
by direction of the person named in the certificate or his attorney, lawfully
constituted in writing, and only upon the surrender for cancellation of the
certificate therefor, duly endorsed or accompanied by a written assignment of
the shares evidenced thereby.

Section 7.  Fixing Date for Determination of Stockholders of Record.  (a)  In
order that the corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, to 
express consent to corporate action in writing without a meeting, or entitled
to receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, 
conversion or exchange or stock or for the purpose of any other lawful 
action, the Board of Directors may fix, in advance, a record date, which 
shall not be more than sixty nor less than ten days before the date of such
meeting, nor more than sixty days prior to any other action.

(b)  if no record date is fixed:

     (1)  The record date for determining stockholders entitled to notice of 
or to vote at a meeting of stockholders shall be at the close of business on
the day next preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day next preceding the day on which
the meeting is held.

     (2)  The record date for determining stockholders entitled to express
consent to corporation action in writing without meeting, when no prior 
action by the Board of Directors is necessary, shall be the day on which the
first written consent is expressed.

     (3)  The record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto.

(c)  A determination of stockholders of record entitled to notice of or to 
vote at a meeting of stockholders shall apply to any adjournment of the meet-
ing; provided, however, that the Board of Directors may fix a new record date
for the adjourned meeting.

ARTICLE V

General Provisions

Section 1.  Offices.  The registered office of the corporation in Delaware 
shall be in the City of Dover, County of Kent.  The corporation may also have
other offices both within or without the State of Delaware.  The books of the
corporation may be kept outside the State of Delaware.

Section 2.  Seal.  The corporation's seal shall have inscribed thereon the 
name of the corporation, the year of its organization and the words corporate
seal - Delaware.

Section 3.  Fiscal Year.  The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.

Section 4.  Inspection of Books.  Subject to laws of the State of Delaware, 
the directors shall determine from time to time whether, and, if allowed, 
when and under what conditions and regulations the accounts and books of the 
corporation (except such as may by statute be specifically open to inspec-
tion), or any of them, shall be open to the inspection of the stockholders, 
and the stockholders' rights in this respect are and shall be restricted and
limited accordingly.

Section 5.  Reliance on Records.  Each director and officer shall in the
performance of his duties be fully protected in relying in good faith upon 
the books of account or reports made to the corporation by any of its 
officers, or by an independent certified public accountant, or by an 
appraiser selected with reasonable care by the Board of Directors, or in 
relying in good faith upon other records of the corporation.

Section 6.  Voting of Stock.  Unless otherwise ordered by the Board of 
Directors, the Chairman shall have full power and authority, in the name and 
on behalf of the corporation, to attend, act and vote at any meeting of 
stockholders of any company in which the corporation may hold shares of 
stock, and at any meeting shall possess and may exercise any and all rights
and powers incident to the ownership of such shares and which, as the holder
thereof, the corporation might possess and exercise if personally present, 
and may exercise such power and authority through the execution of proxies or
of written consents in lieu of meeting pursuant to applicable law or may 
delegate such power and authority to any other officer, agent or employee of
the corporation.

Section 7.  Notices; Waiver or Notice.  Notice by mail or telegraph shall be
deemed to be given at the time when the same shall be deposited in the mails 
or delivered to the telegraph company for transmission.  Whenever any notice 
is required to be given, a waiver thereof in writing, signed by the person or
persons entitled to the notice, whether before or after the time stated 
therein, shall be deemed equivalent thereto.

Section 8.  Indemnification.  Each person who at any time is or shall have
been a director, officer, employee or agent of this corporation or is or 
shall have been serving at the request of the corporation as a director, 
officer, employee or agent of another corporation, partnership, joint 
venture, trust or other enterprise, and his heirs, executors and administra-
tors, shall be indemnified by this corporation in accordance with and to the
full extent permitted by the Delaware General Corporation Law as in effect at
the time of adoption of this by-law or as amended from time to time.  The 
foregoing right of indemnification shall not be deemed exclusive of any other
rights to which a person seeking indemnification may be entitled under any 
by-law, agreement, vote of stockholders or disinterested directors or other-
wise.  If authorized by the Board of Directors, the corporation may purchase
and maintain insurance on behalf of any person to the full extent permitted 
by the Delaware General Corporation Law as in effect at the time of the 
adoption of this by-law or as amended from time to time.

Section 9.  Amendments to By-Laws.  Except as provided in Section 2 of 
Article 1, Section 1 of Article II and Section 2 of Article II of these By-
Laws, any provision of these By-Laws may be altered, amended or repealed from
time to time by the affirmative vote of a majority of the directors then 
qualified and acting at any regular meeting of the Board at which a quorum is
present, or at any special meeting of the Board at which a quorum is present 
if notice of the proposed alteration, amendment or repeal be contained in the
notice of such special meeting; provided, however, that no reduction in the 
number of directors shall have the effect of removing any director prior to 
the expiration of his term in office.

<PAGE>


EXHIBIT 3(i)

                    RESTATED CERTIFICATE OF INCORPORATION
                                      OF 
                        COBRA ELECTRONICS CORPORATION

Cobra Electronics Corporation, a Delaware corporation, the original 
Certificate of Incorporation of which was filed with the Secretary of State 
of the State of Delaware on November 27, 1961 under the name DYNASCAN 
CORPORATION, HEREBY CERTIFIES that this Restated Certificate of Incorporation
only restates and integrates its Certificate of Incorporation and does not 
further amend the provisions of the corporation's Certificate of Incorpora-
tion as heretofore amended or supplemented, and there is no discrepancy 
between such provisions and the provisions of this Restated Certificate of 
Incorporation.  This Restated Certificate of Incorporation was duly adopted 
by its Board of Directors in accordance with Section 245 of the General 
Corporation Law of the State of Delaware.

                      CERTIFICATE OF INCORPORATION
                                  OF 
                      COBRA ELECTRONICS CORPORATION

FIRST.   The name of the corporation is COBRA ELECTRONICS CORPORATION

SECOND.   Its principal office in the State of Delaware is located at 1209 
Orange Street, in the City of Wilmington, County of New Castle, Delaware 
19801.  The name and address of its resident agent is The Corporation Trust 
Company.

THIRD.  The nature of the business, or objects or purposes to be transacted,
promoted or carried on are:

To manufacture, assemble, fabricate, purchase or otherwise acquire, to design,
invent or develop, to import or export, to lease (as lessor or lessee), to 
service or repair, to sell, assign, transfer or otherwise dispose of, at 
wholesale, retail or otherwise, and to generally deal in, all kinds, 
varieties and combinations of electronic, electrical, magnetic and mechanical
instruments, devices and systems, including but not limited to antennas of 
every kind and character and to automatic, automotive, communication, 
transmission, receiving, analyzing, testing, detecting, measuring and control
instruments, devices and systems, and products of every other description; to
deal in all kinds of raw materials, semi-finished or finished materials, 
parts, supplies, and products; to conduct research, experiments or investiga-
tions for development or improvement of materials, products or processes or 
for general purposes; to lease, own, operate, equip and maintain factories,
plants and other facilities; and to lease or own all other real estate and 
personal property necessary or advisable to carry on the business of the 
corporation.

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

To acquire, and pay for in cash, stock or bonds of the 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, domestic or foreign.

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, improve-
ments and processes, copyrights, trademarks and trade names, relating to or 
useful in connection with any business of the 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 shares of the capital stock, voting trust 
certificates in respect of the shares of capital stock, scrip, warrants, 
rights, bonds, debentures, notes, trust receipts, and other securities, obli-
gations, choses in action and evidences of indebtedness or interest, issued
or created by any corporations, joint stock companies, syndicates, associa-
tions, 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 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 issue, purchase, hold, sell and transfer the shares of its own capital 
stock; provided 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 foregoing clauses shall be liberally construed, both as objects and 
powers; and the objects and purposes specified therein 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 fore-
going clauses of this Article shall be regarded as independent objects and 
purposes.

FOURTH.  The total number of shares of stock which the corporation shall have
authority to issue is thirteen million (13,000,000), divided into two classes
as follows:

(a)  One million (1,000,000) shares shall be of the par value of One Dollar
($1.00) per share and shall be designated as Preferred Stock; and 

(b)  Twelve million (12,000,000) shares shall be of the par value of Thirty-
Three and One Third Cents ($.33 ) per share and shall be designated as Common
Stock.

The Preferred Stock may be issued from time to time in one or more series, 
which series may have such voting powers, full or limited, or no voting 
powers, and such designations, preferences and relative, participating, 
optional or other special rights, and qualifications, limitations or 
restrictions thereof, as shall be stated and expressed in the resolution 
or resolutions providing for the issue of such stock adopted by the board of
directors pursuant to the authority which is hereby expressly vested in the 
board of directors.

The authority of the board of directors with respect to each series shall
include, but not be limited to, determination of the following:

(a)  The distinctive designation of such series and the number of shares which
shall constitute such series, which number may be increased (except where 
otherwise provided by the board of directors) or decreased (but not below the
number of shares thereof then outstanding) from time to time by like action
of the board of directors;

(b)  The rate of dividends, if any, payable on the shares of such series, the
conditions upon which and the dates when such dividends shall be payable, 
whether such dividends shall be cumulative (and, if so, from which date or 
dates), and whether payable in preference to dividends payable on any other 
class or classes or any other series of stock;

(c)  Whether or not the shares of such series shall have voting powers, and if
voting powers are granted, the extent of such voting powers;

(d)  Whether or not the shares of such series shall be redeemable and, if so, 
the terms and conditions of such redemption, including the date or dates upon
or after which they shall be redeemable, and the amount per share payable in 
case of redemption, which amount may vary under different conditions and at 
different redemption dates;

(e)  Whether or not the shares of such series shall be entitled to the benefit
of a retirement fund or sinking fund, and if so, the terms and conditions of 
such fund;

(f)  Whether or not the shares of such series shall be convertible into or
exchangeable for shares of any other class or classes of stock of the corpora-
tion or of any series thereof, and, if made convertible or exchangeable, the
conversion price or prices or the rate or rates of exchange and the adjust-
ments thereof, if any, at which such conversion or exchange may be made, and
any other terms and conditions of such conversion or exchange;

(g)  The rights of the holders of the shares of such series upon the 
voluntary or involuntary liquidation, dissolution or winding-up, or merger, 
consolidation or distribution or sale of assets of the corporation;

(h)  The conditions and restrictions, if any, on the payment of dividends or
on the making of other distributions on, or the purchase, redemption or other
acquisition by the corporation of the Common Stock or of any other class or 
series of stock of the corporation ranking junior to the shares of such 
series as to dividends or upon liquidation;

(i)  The conditions and restrictions, if any, on the creation of indebtedness
of the corporation or any subsidiary, or on the authorization or issue of any
additional stock of the corporation ranking on a parity with or prior to the
shares of such series as to dividends or upon liquidation; and

(j)  Any other preferences and relative, participating, optional or other 
special rights, and qualifications, limitations or restrictions thereof.
Each share of Common Stock shall entitle the holder thereof to one vote, in 
person or by proxy, at any and all meetings of the stockholders of the 
corporation, on all propositions before such meetings, including the election
of directors.  No
stockholder shall have any cumulative voting rights in respect of any share of
Common Stock held by such stockholder.

Except as otherwise provided by the resolution or resolutions providing for
the issue of any series of Preferred Stock, the number of authorized shares 
of any class or classes of stock may be increased or decreased by the 
affirmative vote of the holders of a majority of the stock of the corporation
entitled to vote.

No stockholder, as such, shall have any preemptive right to subscribe for or
purchase any additional shares of stock or securities convertible into or 
carrying warrants or options to acquire shares of stock of the corporation.

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

FIFTH.  The minimum amount of capital with which the corporation will commence
business is One Thousand Dollars ($1,000).

SIXTH.  The names and places of residence of the incorporators are as follows:

            Name                                Residence

            S. H. Livesay                       Wilmington, Delaware
            J. F. Cook                          Wilmington, Delaware
            L. A. Kyritsis                      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:

Subject to the requirement that the affirmative vote of the holders of at 
least 67% of the shares of the corporation entitled to vote for the election 
of directors shall be required to amend or repeal, or to adopt any provision
inconsistent with Section 2 of Article I, Section 1 of Article II and Section
2 of Article II of the By-Laws, to make, alter, amend or repeal the By-Laws
of the corporation; to issue, sell, grant options to purchase and dispose of 
shares of the authorized and previously unissued stock of any class of the 
corporation and shares of its outstanding stock of any class held in its 
treasury; to issue, sell and dispose of the bonds, debentures, notes and 
other obligations or evidences of indebtedness of the corporation, including 
bonds, debentures, notes and other obligations or evidences of indebtedness 
of the corporation convertible into stock of any class of the corporation; to
authorize and cause to be executed mortgages and liens upon the real and 
personal property of the corporation including after-acquired property; to 
declare and pay dividends on the stock of any class of the corporation; to set
apart out of any of the funds of the corporation available for dividends or
otherwise a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.

To designate one or more committees, by resolution passed by  a three-fourths
majority of the whole board, 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, and each committee shall have such name 
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.

Subject to the provisions of Article FIFTEENTH of this Certificate of
Incorporation, 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
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 the board of directors shall deem expedient and for the best
interests of the corporation.

To exercise all other corporate powers and to do all other acts and things as
may be exercised or done by the corporation, subject, however, to the 
provisions of the statutes of the State of Delaware and of this Certificate 
of Incorporation and the By-laws of the corporation.

The number of directors which shall constitute the whole Board shall be not 
less than five.  The exact number of directors shall be fixed from time to 
time by the Board of Directors pursuant to a resolution adopted by a majority
of the entire Board of Directors.  The Directors shall be divided into three
classes, as nearly equal in number as possible, with respect to the time for 
which they shall severally hold office.  Directors of the First Class first 
chosen shall hold office until the first annual selection of directors after
their election; Directors of the Second Class first chosen shall hold office
until the second annual election of directors after their election; and 
Directors of the Third Class shall hold office until the third annual 
election of directors after their election.  In each annual election or 
adjournment thereof, the successors to the Class of Directors whose terms 
shall expire at that time shall be elected to hold office for terms of three
years so that the term of office of one class of Directors shall expire in
each year.  Each Director elected shall hold office until his successor shall
be elected and shall qualify.

Subject to the rights of the holders of any series of Preferred Stock then
outstanding, newly created directorships resulting from any increase in the
authorized number of directors or any vacancies in the Board of Directors 
resulting from death, resignation, retirement, disqualification, removal from
office or other cause shall be filled by a majority vote of the directors 
then in office, and directors so chosen shall hold office for a term expiring
at the Annual Meeting of Stockholders at which the term of the class to which
they have been elected expires.

Subject to the rights of the holders of any series of Preferred Stock then
outstanding, any director, or the entire Board of Directors, may be removed 
from office at any time but only for cause and only by the affirmative vote 
of the holders of at least 67 percent of all of the shares of the corporation
entitled to vote for the election of directors.

Notwithstanding anything contained in this Certificate of Incorporation to the
contrary, the affirmative vote of the holders of at least 67 percent of the 
shares of the corporation entitled to vote for the election of directors 
shall be required to amend or repeal, or to adopt any provision inconsistent 
with, the provisions of this Article NINTH requiring the affirmative vote of 
67 percent of such shares to take various actions.

TENTH.  The corporation may enter into contracts or transact business with one
or more of its directors, or with any firm of which one or more of its 
directors are members or with any trust, firm, corporation or association in
which any one or more of its directors is a stockholder, director or officer 
or otherwise interested, and any such contract or transaction shall not be 
invalidated in the absence of fraud because such director or directors have
or may have interests therein which are or might be adverse to the interest 
of the corporation, even though the presence and/or vote of the director or 
directors having such adverse interest shall have been necessary to 
constitute a quorum and/or to obligate the corporation upon such contract or
transaction; and no director having such adverse interest shall be liable to 
this corporation or to any stockholder or creditor thereof, or to any other 
person, for any loss incurred by it under or by reason of any such contract 
or transaction; nor shall any such director or directors be accountable for 
any gains or profits realized thereon, except as may be otherwise provided by
law, provided, however, that such contract or transaction shall, at the
time at which it was entered into, have been a reasonable one to have been 
entered into and shall have been upon terms that at that time were fair.

ELEVENTH.  A.  Elimination of Certain Liability of Directors.  A director of the
Corporation shall not be personally liable to the Corporation or its stock-
holders for monetary damages for breach of fiduciary duty as a director, 
except for liability (i) for any breach of the director's duty of loyalty to 
the Corporation or its stockholders, (ii) for acts or omissions not in good 
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the General Corporation Law of the State of 
Delaware, or (iv) for any transaction from which the director derived an 
improper personal benefit.  If the General Corporation Law of the State of 
Delaware is amended after approval by the stockholders of this Article 
Eleventh to authorize corporate action further eliminating or limiting the 
personal liability of directors, then the liability of a director of the 
Corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware, as so amended. Any
repeal or modification of this Section A by the stockholders of the Corpora-
tion shall not adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification.

B.  Indemnification and Insurance.

1.  Right to Indemnification.  Each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or pro-
ceeding, whether civil, criminal, administrative or investigative
(hereinafter a proceeding), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director, officer
or employee of the Corporation or is or was serving at the request of the 
Corporation as a director, officer, employee or agent of another corporation 
or of a partnership, joint venture, trust or other enterprise, including 
service with respect to employee benefit plans, whether the basis of such 
proceeding is alleged action in an official capacity as a director, officer,
employee or agent or in any other capacity while serving as a director, 
officer, employee or agent, shall be indemnified and held harmless by the 
Corporation to the fullest extent authorized by the General Corporation Law 
of the State of Delaware as the same exists or may hereafter be amended (but,
in the case of any such amendment, only to the extent that such amendment 
permits the Corporation to provide broader indemnification rights than said
law permitted the Corporation to provide prior to such amendment), against
all expense, liability and loss (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith, and
such indemnification shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of his or 
her heirs, executors and administrators; provided, however, that except as 
provided in paragraph (2) of this Section B with respect to proceedings seek-
ing to enforce rights to indemnification, the Corporation shall indemnify any
such person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof)
was authorized by the Board of Directors of the Corporation.  The right to 
indemnification conferred in this Section B shall be a contract right and 
shall include the right to be paid by the Corporation the expenses incurred 
in defending any such proceeding in advance of its final disposition; pro-
vided, however, that if the General Corporation Law of the State of Delaware
requires, the payment of such expenses incurred by a director, officer or 
employee in his or her capacity as a director, officer or employee (and not 
in any other capacity in which service was or is rendered by such person
while a director, officer or employee, including, without limitation, service
to an employee benefit plan) in advance of the final disposition of a pro-
ceeding, shall be made only upon delivery to the Corporation of an undertaking
by or on  behalf of such director, officer or employee, to repay all amounts
so advanced if it shall ultimately be determined that such director, officer
or employee is not entitled to be indemnified under this Section B or
otherwise.

2.  Right of Claimant to Bring Suit.  If a claim under paragraph (1) of this
Section B is not paid in full by the Corporation within thirty days after a
written claim has been received by the Corporation, the claimant may at any 
time thereafter bring suit against the Corporation to recover the unpaid 
amount of the claim and, if successful in whole or in part, the claimant 
shall be entitled to be paid also the expense of prosecuting such claim.  
It shall be a defense to any such action (other than an action brought to 
enforce a claim for expenses incurred in defending any proceeding in advance
of its final disposition where the required undertaking, if any is required,
has been tendered to the Corporation) that the claimant has not met the 
standards of conduct which make it permissible under the General Corporation
Law of the State of Delaware for the Corporation to indemnify the claimant
for the amount claimed, but the burden of proving such defense shall be on
the Corporation.  Neither the failure of the Corporation (including its Board
of Directors, independent legal counsel or stockholders) to have made a 
determination prior to the commencement of such action that indemnification 
of the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the General Corporation Law of 
the State of Delaware, nor an actual determination by the Corporation (in-
cluding its  Board of Directors, independent legal counsel or stockholders)
that the claimant has not met such applicable code of conduct, shall be a 
defense to the action or create a presumption that the claimant has not met 
the applicable standard of conduct. 

3.  Non-Exclusivity of Rights.  The right to indemnification and the payment
of expenses incurred in defending a proceeding in advance of its final dis-
position conferred in this Section B shall not be exclusive of any other 
right which any person may have or hereafter acquire under any statute, 
provision of the Certificate of Incorporation, By-Law, agreement, vote of 
stockholders or disinterested directors or otherwise.

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

5.  Indemnification of Agent..  The Corporation may, to the extent authorized
from time to time by the Board of Directors, grant rights to indemnification,
and rights to be paid by the Corporation the expenses incurred in defending
any proceeding in advance of its final disposition, to any agent of the
Corporation to the fullest extent of the provisions of this Section B with 
respect to the indemnification and advancement of expenses of directors, 
officers and employees of the Corporation. 

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

THIRTEENTH.   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 this corporation.  Elections of 
directors need not be by ballot unless the By-laws of the corporation shall 
so provide.

Any action required or permitted to be taken by the stockholders of the 
corporation must be effected at a duly called annual or special meeting of 
stockholders of the corporation and may not be effected by any consent in 
writing by such stockholders.  Special meetings of stockholders of the cor-
poration may be called only by the Board of Directors pursuant to a resolu-
tion approved by a majority of the entire Board of Directors, upon not less
than 10 nor more than 50 days' written notice. Notwithstanding anything 
contained in this Certificate of Incorporation to the contrary, the affirma-
tive vote of the holders of at least 67 percent of all of the shares of the
corporation entitled to vote for the election of directors shall be required 
to amend or repeal, or to adopt any provision inconsistent with, this second 
paragraph of this Article THIRTEENTH.

FOURTEENTH.   The corporation reserves, subject to the provisions of this
Certificate of Incorporation and the requirement of a concurring vote of 67
percent of all shares of the corporation entitled to vote  for the election 
of directors to amend certain provisions hereof, the right to amend, alter, 
change or repeal any provision contained in this Certificate of Incorpora-
tion, in the manner now or hereafter prescribed by statute, and all rights 
conferred upon stockholders herein are granted subject to this reservation.

FIFTEENTH.   1.   Vote Required for Certain Business Combinations.

A.  Higher Vote for Certain Business Combinations.  In addition to any 
affirmative vote required by law or this Certificate of Incorporation, 
notwithstanding any provision of Article NINTH of this Certificate of 
Incorporation and except as otherwise expressly provided in Section 2 of this
Article FIFTEENTH:

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

(ii) any sale, lease, exchange, mortgage, pledge, transfer or other 
disposition (in one transaction or a series of transactions) to or with any 
Interested Stockholder or any Affiliate of any Interested Stockholder of any 
assets of the corporation or any Subsidiary having an aggregate Fair Market 
Value of $1,000,000 or more: 

(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 Stockholder or any Affiliate of any 
Interested Stockholder in exchange for cash, securities or other property (or
a combination thereof) having an aggregate Fair Market Value of $1,000,000 or
more;

(iv)  the adoption of any plan or proposal for the liquidation or dissolution
of the corporation proposed by or on behalf of an Interested Stockholder or
any Affiliate of any Interested Stockholder; 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 Stockholder) 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 Stockholder or any Affiliate of any Interested Stockholder; shall
require the affirmative vote of the holders of at least 67 percent of the 
then outstanding shares of capital stock of the corporation entitled to vote
generally in the election of directors (the "Voting Stock"), voting together 
as a single class (it being understood that, for the purposes of this Article
FIFTEENTH, each share of the Voting Stock shall have the number of votes 
granted to it pursuant to Article FOURTH of this Certificate of Incorpora-
tion).  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.

B. Definition of "Business Combination."  The term "Business Combination" as 
used in this Article FIFTEENTH shall mean any transaction which is referred 
to in any one or more of clauses (i) through (v) of paragraph A of this
Section 1.

2. When Higher Vote Is Not Required.  The provisions of Section 1 of this 
Article FIFTEENTH shall not be applicable to any particular Business Combina-
tion, and such Business Combination shall require only such affirmative vote 
as is required by law and any other provision of this Certificate of Incor-
poration, if all of the conditions specified in either of the following 
paragraphs A and B are met: 

A. Approval by Continuing Directors.  The Business Combination shall have been
approved by two-thirds of the Continuing Directors (as hereinafter defined).

B. 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 
hereinafter defined) 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 Stock in such Business Combination shall be at least equal 
to the highest of the following:

(a)  (if applicable) the highest per share price (including any brokerage
commissions, transfer taxes and soliciting dealers' fees) paid by the 
Interested Stockholder for any shares of Common Stock acquired by it (1) 
within the two-year period immediately prior to the first public announcement
of the proposal of the Business Combination (the "Announcement Date") or (2)
in the transaction in which it became an Interested Stockholder, whichever is
higher; and

(b)  the Fair Market Value per share of Common Stock on the first trading date
after the Announcement Date or on the first trading date after the date of the
first public announcement that the Interested Stockholder became an Interested
Stockholder (the "Determination Date"), whichever is higher.

(ii)  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 shares of any other class of
outstanding Voting Stock (other than Institutional Voting Stock, as herein-
after defined) shall be at least equal to the highest of the following (it 
being intended that the requirements of this paragraph B(ii) shall be 
required to be met with respect to every class (or, if applicable, series 
within a class) of outstanding Voting Stock (other than Institutional Voting
Stock), whether or not the Interested Stockholder has previously acquired any
shares of a particular class (or, if applicable, series within a class) of 
Voting Stock:

(a)   (if applicable) the highest per share price (including any brokerage
commissions, transfer taxes and soliciting dealers' fees) paid by the 
Interested Stockholder for any shares of such class of Voting Stock acquired
by it (1) within the two-year period immediately prior to the Announcement 
Date or (2) in the transaction in which it became an Interested Stockholder, 
whichever is higher;

(b)   (if applicable) the preferential amount per share to which the holders
of shares of such class (or, if applicable, series within a class) of Voting 
Stock are entitled in the event of any voluntary or involuntary liquidation, 
dissolution or winding up of the corporation; and

(c)   the Fair Market Value per share of such class (or, if applicable, series
within a class) of Voting Stock on the first trading date after the 
Announcement Date or on the Determination Date, whichever is higher.

(iii) The consideration to be received by holders of a particular class (or, 
if applicable, series within a class) of outstanding Voting Stock (including 
Common Stock) shall be in cash or in the same form as the Interested Stock-
holder has previously paid for shares of such class (or, if applicable, 
series within a class) of Voting Stock.  If the Interested Stockholder has 
paid for shares of any class (or, if applicable, series within a class) of 
Voting Stock with varying forms of consideration, the form of consideration 
for such class (or, if applicable, series within a class) of Voting Stock 
shall be either cash or the form used to acquire the largest number of shares
 of such class (or, if applicable, series within a class) of Voting Stock 
previously acquired by it. 

(iv) After such Interested Stockholder has become an Interested Stockholder 
and prior to the consummation of such Business Combination: (a) except as 
approved by two-thirds of the Continuing Directors, there shall have been no
failure to declare and pay at the regular date therefor any full quarterly 
dividends (whether or not cumulative) on any outstanding Preferred Stock or 
other capital stock of the Company other than the Common Stock; (b) there 
shall have been (1) no reduction in the annual rate of dividends paid on the 
Common Stock (except as necessary to reflect any subdivision of the Common 
Stock), except as approved by two-thirds 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 shares of the Common Stock, unless the failure to 
increase such annual rate is approved by two-thirds of the Continuing Dir-
ectors; and (c) such Interested Stockholder shall have not become the 
beneficial owner of any additional shares of Voting Stock except as part of 
the transaction which results in such Interested Stockholder becoming an 
Interested Stockholder.

(v) After such Interested Stockholder has become an Interested Stockholder, 
such Interested Stockholder shall not have received the benefit, directly or 
indirectly (except proportionately as a stockholder), 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.

(vi) 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 stockholders 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).

3. Certain Definitions.  For the purpose of this Article FIFTEENTH:

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

B. Interested Stockholder shall mean any person (other than the corporation
or any Subsidiary) who or which:

(i)   is the beneficial owner, directly or indirectly, of more than 10 perent
of the outstanding Voting Stock;

(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 percent or more of the then outstanding Voting 
Stock; or

(iii)  is an assignee of or has otherwise succeeded to any shares of Voting 
Stock which were at any time within the two-year period immediately prior to 
the date in question beneficially owned by any Interested Stockholder, 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.

C. A person shall be a "beneficial owner" of any Voting Stock:

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

(ii)   which such person or any of its Affiliates or Associates has (a) the 
right to acquire (whether such right is exercisable 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, hold-
ing, voting or disposing of any shares of Voting Stock.

D. For the purposes of determining whether a person is an Interested Stock-
holder pursuant to paragraph B of this Section 3, the number of shares of 
Voting Stock deemed to be outstanding shall include shares deemed owned 
through application of paragraph C of this Section 3 but shall not include 
any other shares of Voting Stock which may be issuable pursuant to any 
agreement, arrangement or understanding, or upon exercise of conversion 
rights, warrants or options, or otherwise.

E. Affiliate and 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 April 1, 1983.

F. Subsidiary means any corporation of which a majority of any class of equity
security is owned, directly or indirectly, by the corporation; provided, how-
ever, that for the purposes of the definition of Interested Stockholder set 
forth in paragraph B of this Section 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.

G. Continuing Director means any member of the Board of Directors of the
corporation (the "Board") who is unaffiliated with the Interested Stockholder
and was a member of the Board prior to the time that the Interested Stock-
holder became an Interested Stockholder, and any successor of a Continuing 
Director who is unaffiliated with the Interested Stockholder and is 
recommended to succeed a Continuing Director by a majority of Continuing 
Directors then on the Board.

H. Fair Market Value means: (i) in the case of stock, the highest closing 
sale price during the 30-day period immediately preceding the date in 
question of a share of such stock on the Composite Tape for New York Stock 
Exchange-Listed Stocks, or, if such stock is not quoted on the Composite 
Tape, on the New York Stock Exchange, or, if such stock is not listed on such
Exchange, on the principal United States securities exchange registered under
the Securities Exchange Act of 1934 on which such stock is listed, or, if 
such stock is not listed on any such exchange, the highest closing bid 
quotation with respect to a share of such stock during the 30-day period 
preceding the date in question on the National Association of Securities 
Dealers, Inc. Automated Quotations System or any system then in use, or if 
no such quotations are available, the fair market value on the date in 
question of a share of such stock as determined by the Board in good faith; 
and (ii) in the case of property other than cash or stock, the fair market 
value of such property on the date in question as determined by the Board in
good faith.

I. Institutional Voting Stock shall mean any class or series of Voting Stock
which was issued to and continues to be held solely by one or more insurance
companies, pension funds, commercial banks, savings banks or similar financial
institutions or institutional investors.

J. In the event of any Business Combination in which the corporation 
survives, the phrase other consideration to be received as used in paragraphs
B(i) and (ii) of Section 2 of this Article FIFTEENTH shall include the shares
of Common Stock and/or the shares of any other class or series of outstanding
Voting Stock retained by the holders of such shares.

K. A majority of the Continuing Directors shall have the power and duty to
determine for the purposes of this Article FIFTEENTH, on the basis of infor-
mation known to them after reasonable inquiry, (A) whether a person is an 
Interested Stockholder, (B) the number of shares of Voting Stock beneficially
owned by any person, (C) whether a person is an Affiliate or Associate of 
another, (D) whether a class or series of Voting Stock is Institutional 
Voting Stock and (E) 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.

4. No Effect on Fiduciary Obligations of Interested Stockholder.  Nothing 
contained in this Article FIFTEENTH shall be construed to relieve any 
Stockholder from any fiduciary obligation imposed by law.

5. Amendment, Repeal, etc..  Notwithstanding any other provisions of this
Certificate of Incorporation or the By-Laws of the corporation (and notwith-
standing the fact that a lesser percentage may be specified by law, this 
Certificate of Incorporation or the By-Laws of the corporation), the affirma-
tive vote of the holders of 67 percent or more of the shares of the then 
outstanding Voting Stock, voting together as a single class, shall be 
required to amend, or repeal, or to adopt any provision inconsistent with, 
this Article FIFTEENTH.


IN WITNESS WHEREOF, Cobra Electronics Corporation has caused this Restated
Certificate of Incorporation to be signed on this 28th day of October 1998 in
its name and attested by duly authorized officers.

COBRA ELECTRONICS CORPORATION

By:   /s/James Bazet
         James Bazet
         President and Chief Executive Officer

ATTEST:

By:  /s/Gerald M. Laures
        Gerald M. Laures
        Secretary

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