RESTATED CERTIFICATE OF INCORPORATION
                   OF NETWORK EQUIPMENT TECHNOLOGIES, INC.


		NETWORK EQUIPMENT TECHNOLOGIES, INC., a corporation 
organized and existing under the General Corporation Law of the 
State of Delaware, hereby certifies as follows:

		1.  The name of the corporation is NETWORK EQUIPMENT 
TECHNOLOGIES, INC.  The corporation was originally incorporated 
under the same name, and the original Certificate of Incorporation 
of the corporation was filed with the Secretary of State of the 
State of Delaware on October 7, 1986.

		2.  Pursuant to Sections 245 of the General Corporation 
Law of the State of Delaware, this Restated Certificate of 
Incorporation restates and integrates, but does not further amend, 
the provisions of the Certificate of Incorporation of this 
corporation as heretofore amended or supplemented, and there is no 
discrepancy between those provisions and the provisions of this 
Restated Certificate of Incorporation.

		3.  The text of the Certificate of Incorporation as 
heretofore amended or supplemented is hereby restated to read in 
its entirely as follows:


                              ARTICLE I

		The name of this corporation is NETWORK EQUIPMENT 
TECHNOLOGIES, INC.

                              ARTICLE II

		The address of the registered office of the corporation 
in the State of Delaware is 229 South State Street, in the City of 
Dover, County of Kent.  The name of its registered agent at such 
address is The Prentice-Hall Corporation System, Inc.

                             ARTICLE III

		The nature of the business or purposes to be conducted 
or promoted is to engage in any lawful act or activity for which 
corporations may be organized under the General Corporation Law of 
Delaware.

                              ARTICLE IV

		A. 	Classes of Stock.  This corporation is authorized 
to issue two classes of stock to be designated, respectively, 
"Common Stock" and "Preferred Stock."  The total number of shares 
which the corporation is authorized to issue is fifty-five million 
(55,000,000) shares.  Fifty million (50,000,000) shares shall be 
Common Stock and five million (5,000,000) shares shall be 
Preferred Stock.  The Common Stock shall have a par value of $0.01 
per share; the Preferred Stock shall have a par value of $0.01 per 
share.


		B. 	Rights, Preferences and Restrictions of Preferred 
Stock.  The Preferred Stock authorized by this Certificate of 
Incorporation may be issued from time to time in series.  The 
rights, preferences, privileges and restrictions granted to and 
imposed on the Series A Junior Participating Preferred Stock (the 
"Series A Preferred Stock") are as set forth in this Article 
IV(B).  The number of shares constituting the Series A Preferred 
Stock shall be Five Hundred Thousand (500,000).  Such number of 
shares may be increased or decreased by resolution of the Board of 
Directors; provided, that no decrease shall reduce the number of 
shares of Series A Preferred Stock to a number less than the 
number of shares then outstanding plus the number of shares 
reserved for issuance upon the exercise of outstanding options, 
rights or warrants or upon the conversion of any outstanding 
securities issued by the corporation convertible into Series A 
Preferred Stock.  Except as otherwise provided in this Certificate 
of Incorporation, the Board of Directors is hereby authorized to 
fix or alter the rights, preferences, privileges and restrictions 
granted to or imposed upon such additional series of Preferred 
Stock, and the number of shares constituting any such series and 
the designations thereof, or any of them.  In the case the number 
of shares of any series shall be so decreased, the shares 
constituting such decrease shall resume the status which they had 
prior to the adoptions of the resolution originally fixing the 
number of shares of such series.


		1. Dividends and Distributions.

		(a)	Subject to the rights of the holders of any shares 
of any series of Preferred Stock (or any similar stock) ranking 
prior and superior to the Series A Preferred Stock with respect to 
dividends, the holders of shares of Series A Preferred Stock, in 
preference to the holders of Common Stock and of any other junior 
stock, shall be entitled to receive, when, as and if declared by 
the Board of Directors out of funds legally available for the 
purpose, quarterly dividends payable in cash on the first day of 
March, June, September and December in each year (each such date 
being referred to herein as a "Quarterly Dividend Payment Date"), 
commencing on the first Quarterly Dividend Payment Date after the 
first issuance of a share or fraction of a share of Series A 
Preferred Stock, in an amount per share (rounded to the nearest 
cent) equal to the greater of (a) $1 or (b) subject to the 
provision for adjustment hereinafter set forth, 100 times the 
aggregate per share amount of all cash dividends, and 100 times 
the aggregate per share amount (payable in kind) of all non-cash 
dividends or other distributions, other than a dividend payable in 
shares of Common Stock or a subdivision of the outstanding shares 
of Common Stock (by reclassification or otherwise), declared on 
the Common Stock since the immediately preceding Quarterly 
Dividend Payment Date or, with respect to the first Quarterly 
Dividend Payment Date, since the first issuance of any share or 
fraction of a share of Series A Preferred Stock.  In the event the 
corporation shall at any time declare or pay any dividend on the 
Common Stock payable in shares of Common Stock, or effect a 
subdivision or combination or consolidation of the outstanding 
shares of Common Stock (by reclassification or otherwise than by 
payment of a dividend in shares of Common Stock) into a greater or 
lesser number of shares of Common Stock, then in each such case 
the amount to which holders of shares of Series A Preferred Stock 
were entitled immediately prior to such event under clause (b) of 
the preceding sentence shall be adjusted by multiplying such 
amount by a fraction, the numerator of which is the number of 
shares of Common Stock outstanding immediately after such event 
and the denominator of which is the number of shares of Common 
Stock that were outstanding immediately prior to such event.

		(b)	The corporation shall declare a dividend or 
distribution on the Series A Preferred Stock as provided in 
paragraph (a) of this Section 1 immediately after it declares a 
dividend or distribution on the Common Stock (other than a 
dividend payable in shares of Common Stock); provided that, in the 
event no dividend or distribution shall have been declared on the 
Common Stock during the period between any Quarterly Dividend 
Payment Date and the next subsequent Quarterly Dividend Payment 
Date, a dividend of $1 per share on the Series A Preferred Stock 
shall nevertheless be payable on such subsequent Quarterly 
Dividend Payment Date.

		(c)	Dividends shall begin to accrue and be cumulative 
on outstanding shares of Series A Preferred Stock from the 
Quarterly Dividend Payment Date next preceding the date of issue 
of such shares, unless the date of issue of such shares is prior 
to the record date for the first Quarterly Dividend Payment Date, 
in which case dividends on such shares shall begin to accrue from 
the date of issue of such shares, or unless the date of issue is a 
Quarterly Dividend Payment Date or is a date after the record date 
for the determination of holders of shares of Series A Preferred 
Stock entitled to receive a quarterly dividend and before such 
Quarterly Dividend Payment Date, in either of which events such 
dividends shall begin to accrue and be cumulative from such 
Quarterly Dividend Payment Date.  Accrued but unpaid dividends 
shall not bear interest.  Dividends paid on the shares of Series A 
Preferred Stock in an amount less than the total amount of such 
dividends at the time accrued and payable on such shares shall be 
allocated pro rata on a share-by-share basis among all such shares 
at the time outstanding.  The Board of Directors may fix a record 
date for the determination of holders of shares of Series A 
Preferred Stock entitled to receive payment of a dividend or 
distribution declared thereon, which record date shall be not more 
than 60 days prior to the date fixed for the payment thereof.

		2.  Voting Rights.  The holders of shares of Series A 
Preferred Stock shall have the following voting rights:

		(a)	Subject to the provision for adjustment hereinafter 
set forth, each share of Series A Preferred Stock shall entitle 
the holder thereof to 100 votes on all matters submitted to a vote 
of the stockholders of the corporation.  In the event the 
corporation shall at any time declare or pay any dividend on the 
Common Stock payable in shares of Common Stock, or effect a 
subdivision or combination or consolidation of the outstanding 
shares of Common Stock (by reclassification or otherwise than by 
payment of a dividend in shares of Common Stock) into a greater or 
lesser number of shares of Common Stock, then in each such case 
the number of votes per share to which holders of shares of 
Series A Preferred Stock were entitled immediately prior to such 
event shall be adjusted by multiplying such number by a fraction, 
the numerator of which is the number of shares of Common Stock 
outstanding immediately after such event and the denominator of 
which is the number of shares of Common Stock that were 
outstanding immediately prior to such event.

		(b)	Except as otherwise provided herein, in any other 
Certificate of Designations creating a series of Preferred Stock 
or any similar stock, or by law, the holders of shares of Series A 
Preferred Stock and the holders of shares of Common Stock and any 
other capital stock of the corporation having general voting 
rights shall vote together as one class on all matters submitted 
to a vote of stockholders of the corporation.

		(c)	Except as set forth herein, or as otherwise 
provided by law, holders of Series A Preferred Stock shall have no 
special voting rights and their consent shall not be required 
(except to the extent they are entitled to vote with holders of 
Common Stock as set forth herein) for taking any corporate action.

		3.  Certain Restrictions.

		(a)	Whenever quarterly dividends or other dividends or 
distributions payable on the Series A Preferred Stock as provided 
in Section 1 of this Article IV(B) are in arrears, thereafter and 
until all accrued and unpaid dividends and distributions, whether 
or not declared, on shares of Series A Preferred Stock outstanding 
shall have been paid in full, the corporation shall not:

			(i)	declare or pay dividends, or make any other 
distributions, on any shares of stock ranking junior (either as to 
dividends or upon liquidation, dissolution or winding up) to the 
Series A Preferred Stock;

			(ii)	declare or pay dividends, or make any other 
distributions, on any shares of stock ranking on a parity (either 
as to dividends or upon liquidation, dissolution or winding up) 
with the Series A Preferred Stock, except dividends paid ratably 
on the Series A Preferred Stock and all such parity stock on which 
dividends are payable or in arrears in proportion to the total 
amounts to which the holders of all such shares are then entitled;

			(iii)  redeem or purchase or otherwise acquire for 
consideration shares of any stock ranking junior (either as to 
dividends or upon liquidation, dissolution or winding up) to the 
Series A Preferred Stock, provided that the corporation may at any 
time redeem, purchase or otherwise acquire shares of any such 
junior stock in exchange for shares of any stock of the 
corporation ranking junior (either as to dividends or upon 
dissolution, liquidation or winding up) to the Series A Preferred 
Stock; or

			(iv)	redeem or purchase or otherwise acquire for 
consideration any shares of Series A Preferred stock, or any 
shares of stock ranking on a parity with the Series A Preferred 
Stock, except in accordance with a purchase offer made in writing 
or by publication (as determined by the Board of Directors) to all 
holders of such shares upon such terms as the Board of Directors, 
after consideration of the respective annual dividend rates and 
other relative rights and preferences of the respective series and 
classes, shall determine in good faith will result in fair and 
equitable treatment among the respective series or classes.

		(b)	The corporation shall not permit any subsidiary of 
the corporation to purchase or otherwise acquire for consideration 
any shares of stock of the corporation unless the corporation 
could, under paragraph (a) of this Section 3, purchase or 
otherwise acquire such shares at such, time and in such manner.

		4.  Reacquired Shares.  Any shares of Series A Preferred 
Stock purchased or otherwise acquired by the corporation in any 
manner whatsoever shall be retired and canceled promptly after the 
acquisition thereof.  All such shares shall upon their 
cancellation become authorized but unissued shares of Preferred 
Stock and may be reissued as part of a new series of Preferred 
Stock subject to the conditions and restrictions on issuance set 
forth herein or in any other Certificate of Designations creating 
a series of Preferred Stock or any similar stock or as otherwise 
required by law.

		5.  Liquidation, Dissolution or Winding Up.  Upon any 
liquidation, dissolution or winding up of the corporation, no 
distribution shall be made (a) to the holders of shares of stock 
ranking junior (either as to dividends or upon liquidation, 
dissolution or winding up) to the Series A Preferred Stock unless, 
prior thereto, the holders of shares of Series A Preferred Stock 
shall have received $100 per share, plus an amount equal to 
accrued and unpaid dividends and distributions thereon, whether or 
not declared, to the date of such payment, provided that the 
holders of shares of Series A Preferred Stock shall be entitled to 
receive an aggregate amount per share, subject to the provision 
for adjustment hereinafter set forth, equal to 100 times the 
aggregate amount to be distributed per share to holders of shares 
of Common Stock, or (b) to the holders of shares of stock ranking 
on a parity (either as to dividends or upon liquidation, 
dissolution or winding up) with the Series A Preferred Stock, 
except distributions made ratably on the Series A Preferred Stock 
and all such parity stock in proportion to the total amounts to 
which the holders of all such shares are entitled upon such 
liquidation, dissolution or winding up.  In the event the 
corporation shall at any time declare or pay any dividend on the 
Common Stock payable in shares of Common Stock, or effect a 
subdivision or combination or consolidation of the outstanding 
shares of Common Stock (by reclassification or otherwise than by 
payment of a dividend in shares of Common Stock) into a greater or 
lesser number of shares of Common Stock, then in each such case 
the aggregate amount to which holders of shares of Series A 
Preferred Stock were entitled immediately prior to such event 
under the proviso in clause (a) of the preceding sentence shall be 
adjusted by multiplying such amount by a fraction the numerator of 
which is the number of shares of Common Stock outstanding 
immediately after such event and the denominator of which is the 
number of shares of Common Stock that were outstanding immediately 
prior to such event.

		6.  Consolidation, Merger, etc.  In case the corporation 
shall enter into any consolidation, merger, combination or other 
transaction in which the shares of Common Stock are exchanged for 
or changed into other stock or securities, cash and/or any other 
property, then in any such case each share of Series A Preferred 
Stock shall at the same time be similarly exchanged or changed 
into an amount per share, subject to the provision for adjustment 
hereinafter set forth, equal to 100 times the aggregate amount of 
stock, securities, cash and/or any other property (payable in 
kind), as the case may be, into which or for which each share of 
Common Stock is changed or exchanged.  In the event the 
corporation shall at any time declare or pay any dividend on the 
Common Stock payable in shares of Common Stock, or effect a 
subdivision or combination or consolidation of the outstanding 
shares of Common Stock (by reclassification or otherwise than by 
payment of a dividend in shares of Common Stock) into a greater or 
lesser number of shares of Common Stock, then in each such case 
the amount set forth in the preceding sentence with respect to the 
exchange or change of shares of Series A Preferred Stock shall be 
adjusted by multiplying such amount by a fraction, the numerator 
of which is the number of shares of Common Stock outstanding 
immediately after such event and the denominator of which is the 
number of shares of Common Stock that were outstanding immediately 
prior to such event.

		7.  No Redemption.  The shares of Series A Preferred 
Stock shall not be redeemable.

		8.  Rank.  The Series A Preferred Stock shall rank, with 
respect to the payment of dividends and the distribution of 
assets, junior to all series of any other class of the Preferred 
Stock.

		9.  Amendment.  This Certificate of Incorporation shall 
not be amended in any manner which would materially alter or 
change the powers, preferences or special rights of the Series A 
Preferred Stock so as to affect them adversely without the 
affirmative vote of the holders of at least two-thirds of the 
outstanding shares of Series A Preferred Stock, voting together as 
a single class.

                              ARTICLE V

		In furtherance and not in limitation of the powers 
conferred by statute, the Board of Directors is expressly 
authorized to make, repeal, alter, amend and rescind from time to 
time any or all of the Bylaws of the corporation; provided, 
however, any Bylaw amendment adopted by the Board of Directors 
increasing or reducing the authorized number of directors shall 
require a resolution adopted by the affirmative vote of not less 
than two-thirds of the directors.  In addition, new Bylaws may be 
adopted or the Bylaws may be amended or repealed by a vote of not 
less than two-thirds of the outstanding stock of the corporation 
entitled to vote thereon unless the Bylaw amendment or repeal has 
been previously approved by the Board of Directors, in which case 
the Bylaws may be so amended or repealed by a vote of not less 
than a majority of the outstanding stock of the corporation 
entitled to vote thereon.

                             ARTICLE VI

		The number of directors of the corporation shall be 
fixed from time to time by a Bylaw or amendment thereof duly 
adopted by the Board of Directors.  Except as provided by 
applicable law, the Board of Directors shall have the exclusive 
power and authority to fill any vacancies or any newly created 
directorships on the Board of Directors upon a vote of two-thirds 
of the remaining or existing members of the Board of Directors and 
the stockholders shall have no right to fill such vacancies, 
except that in the event a director is removed by the stockholders 
for cause, the stockholders shall be entitled to fill the vacancy 
created as a result of such removal.  A director appointed by the 
Board of Directors to fill a vacancy shall serve for the remainder 
of the term of the vacated directorship he is filling.

		The Board of Directors shall be and is divided into 
three classes, Class I, Class II and Class III.  Such classes 
shall be as nearly equal in number of directors as possible.  Each 
director shall serve for a term ending on the third annual meeting 
following the annual meeting at which such director was elected; 
provided however, that the directors first elected to Class I 
shall serve for a term ending on the annual meeting next following 
the end of the calendar year 1987, the directors first elected to 
Class II shall serve for a term ending on the second annual 
meeting next following the end of the calendar year 1987, and the 
directors first elected to Class III shall serve for a term ending 
on the third annual meeting next following the end of the calendar 
year 1987.  The foregoing notwithstanding, each director shall 
serve until his successor shall have been duly elected and 
qualified, unless he shall resign, become disqualified, disabled 
or shall otherwise be removed.

 		At each annual election, directors chosen to succeed 
those whose terms then expire shall be of the same class as the 
directors they succeed, unless by reason of any intervening 
changes in the authorized number of directors, the Board shall 
designate one or more directorships whose term then expires as 
directorships of another class in order more nearly to achieve 
equality of number of directors among the classes.

		Notwithstanding the rule that the three classes shall be as 
nearly equal in number of directors as possible, in the event of 
any change in the authorized number of directors each director 
then continuing to serve as such shall nevertheless continue as a 
director of the class of which he is a member until the expiration 
of his current term, or his prior death, resignation or removal.  
If any newly created directorship may, consistently with the rule 
that the three classes shall be as nearly equal in number of 
directors as possible, be allocated to one of two or more classes, 
the Board shall allocate it to that of the available classes whose 
term of office is due to expire at the earliest date following 
such allocation.
		
                             ARTICLE VII

		Elections of directors need not be by written ballot 
unless the Bylaws of the corporation shall so provide.

                             ARTICLE VIII

		Stockholders of the corporation shall take action by 
meetings held pursuant to this Certificate of Incorporation and 
the Bylaws and shall have no right to take any action by written 
consent without a meeting.  Meetings of stockholders may be held 
within or outside of the State of Delaware, as the Bylaws may 
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 Beard of Directors or in the Bylaws of the corporation.

                             ARTICLE IX

		A director of the corporation shall not be personally 
liable to the corporation or its stockholders 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 Delaware General 
Corporation Law, or (iv) for any transaction from which the 
director derived any improper personal benefit.  If the Delaware 
General Corporation Law is hereafter amended to authorize, with 
the approval of a corporation's stockholders, further reductions 
in the liability of the corporation's directors for breach of 
fiduciary duty, then a director of the corporation shall not be 
liable for any such breach to the fullest extent permitted by the 
Delaware General Corporation Law as so amended.  Any repeal or 
modification of the foregoing provisions of this Article IX by the 
stockholders of the corporation shall not adversely affect any 
right or protection of a director of the corporation existing at 
the time of such repeal or modification.

                             ARTICLE X

		The corporation reserves the right to amend, alter, 
change or repeal any provision contained in this Certificate of 
Incorporation, in the manner now or hereafter prescribed by 
statute, and all rights conferred on stockholders herein are 
granted subject to this reservation.  Notwithstanding the 
foregoing, the provisions set forth in Articles V, VI and VIII and 
this Article X may not be repealed or amended in any respect 
unless such repeal or amendment is approved by the affirmative 
vote of not less than two-thirds of the total voting power of all 
outstanding shares of stock in the corporation entitled to vote 
thereon unless such amendment or repeal has been previously 
approved by the Board of Directors, in which case these Articles 
of the Certificate of Incorporation may be so amended or repealed 
by a vote of not less than a majority of the outstanding stock of 
the Corporation entitled to vote thereon.


		IN WITNESS WHEREOF, this Restated Certificate of 
Incorporation has been signed by James B. DeGolia, its authorized 
officer, this 6th day of February 1996.


					NETWORK EQUIPMENT TECHNOLOGIES, INC.

 
					By:  /s/ James B. DeGolia           	
						James B. DeGolia
						Vice President and General Counsel

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