**EXHIBIT 3.3**
***DELAWARE***
***The First State***
     *I, HARRIET SMITH WINSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFYTHE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “ALION SCIENCE ANDTECHNOLOGY CORPORATION”, FILED IN THIS OFFICE ON THE THIRTY-FIRST DAY OF MARCH, A.D. 2005, AT 10:59O’CLOCK A.M.*
     *A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OFDEEDS.*    *By: /s/ Harriet Smith Windsor*   Harriet Smith Windsor, Secretary of State *AUTHENTICATION: 3779899* *DATE: 03-31-05*
 

 

**THIRD AMENDED AND RESTATED**
**CERTIFICATE OF INCORPORATION**
**ALION SCIENCE AND TECHNOLOGY CORPORATION**
     Alion Science and Technology Corporation, a corporation organized and existing under the lawsof the State of Delaware, hereby certifies as follows:
     The original name of the corporation was Beagle Holdings, Inc. The date of filing of thecorporation’s original Certificate of Incorporation with the Secretary of State of the State ofDelaware was October 10, 2001.
     The Certificate of Incorporation, as previously amended and restated, is hereby amended andrestated to read as follows:
     **FIRST:**The name of the corporation is Alion Science and Technology Corporation (the“Corporation”).
     **SECOND:**The post office address of the initial registered office of the corporation in theState of Delaware is 1209 Orange Street, Wilmington, DE 19801, in New Castle County, and the nameof the registered agent is The Corporation Trust Company.
     **THIRD:**The purpose of the Corporation is to engage in any lawful act or activity for whichcorporations may be organized under the General Corporation Law of the State of Delaware.
     **FOURTH:**The Corporation shall have the authority to issue eight million (8,000,000) shares ofcommon stock with a par value of One Cent (U.S. $0.01) per share (“Common Stock”).
     **FIFTH:**The business and affairs of the Corporation shall be managed by the Board of Directors.The number of the directors of the Corporation shall be fixed from time to time by or pursuant tothe bylaws of the Corporation (the “Bylaws”). The directors shall be classified, with respect tothe time for which they severally hold office, into three classes, as nearly equal in number aspossible as determined from time to time, the first class (“Class 1”) to be originally elected fora term expiring at the annual meeting of stockholders to be held in the first year following theeffective date of the Corporation’s first registration of Common Stock (the “Effective Date”)pursuant to the Securities Act of 1933, as amended, the second class (“Class 2”) to be originallyelected for a term expiring at the annual meeting of stockholders to be held in the second yearfollowing the Effective Date, and the third class (“Class 3”) to be originally elected for a termexpiring at the annual meeting of stockholders to be held in the third year following the EffectiveDate, with each class to hold office until its respective successors are duly elected andqualified. Ate each annual meeting of the stockholders, the successors of the class of directorswhose term expires at that meeting shall be elected to hold office for a term expiring at theannual meeting of stockholders held in the third year following the year of their elections.
 

 

     **SIXTH:**In furtherance and not in limitation of the powers conferred by the laws of the Stateof Delaware, the Board of Directors is expressly authorized to adopt, amend and repeal the Bylaws.
     **SEVENTH:**The Corporation reserves the right to amend and repeal any provision contained inthis Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware.All rights conferred herein are granted subject to this reservation.
     **EIGHTH:**The Corporation is tot have perpetual existence.
     **NINTH:**The personal liability of the directors and officers of the Corporation is herbylimited and eliminated to the fullest extent permitted by the laws of the State of Delaware, as thesame may be amended and supplemented.
     This Third Amended and Restated Certificate of Incorporation was duly adopted by the Board ofDirectors and the written consent of the stockholders of the Corporation in accordance with theapplicable provisions of Sections 228, 242, and 245 of the Delaware General Corporation Law (the“Act”) and written notice of the adoption of this Third Amended and Restated Certificate ofIncorporation has been given as Section 228 of the Act to every stockholder entitled to suchnotice.
     This Third Amended and Restated Certificate of Incorporation shall be effective upon filing.
     **IN WITNESS WHEREOF,**Alion Science and Technology Corporation has caused this Third Amended andRestated Certificate of Incorporation to be signed under penalty of perjury by Bahman Atefi, itsChief Executive Officer, as his act and deed certifying that the facts stated herein are true this10th day of March 2005    By: */s/ Bahman Atefi*   Bahman Atefi Chief Executive Officer