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                         CERTIFICATE OF INCORPORATION
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                                      OF
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                            DATA TRANSLATION, INC.
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     1.   The name of this corporation is Data Translation, Inc.

     2.   The registered office of this corporation in the State of Delaware is
located at 1013 Centre Road, in the City of Wilmington, County of New Castle.
The name of its registered agent at such address is Corporation Service Company.

     3.   The purpose of this corporation is to engage in any, lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

     4.   The corporation shall have two classes of stock, Common Stock, $.01
par value per share, and Preferred Stock, $.01 par value per share. The total
number of shares that the corporation shall have authority to issue is
25,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock.
Subject to the limitations prescribed by law and the provisions of this
certificate of incorporation, the board of directors of the corporation is
authorized to issue the Preferred Stock from time to time in one or more series,
each of such series to have such voting powers, full or limited, or no voting
powers, and such designations, preferences and relative, participating, optional
or other special rights, and such qualifications, limitations or restrictions
thereof, as shall be determined by the board of directors in a resolution or
resolutions providing for the issue of such Preferred Stock. Subject to the
powers, preferences and rights of any Preferred Stock, including any series
thereof, having any preference or priority over, or rights superior to, the
Common Stock and except as otherwise provided by law, the holders of the Common
Stock shall have and possess all powers and voting and other rights pertaining
to the stock of this corporation and each share of Common Stock shall be
entitled to one vote.

     5.   The name and mailing address of the incorporator is: Sarah A.
Manchester, Ropes & Gray, One International Place, Boston, MA 02110.
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     6.   Except as otherwise provided in the provisions establishing a class of
stock, the number of authorized shares of any class of stock may be increased or
decreased (but not below the number of shares thereof then outstanding) by the
affirmative vote of the holders of a majority of the voting power of the
corporation entitled to vote irrespective of the provisions of Section 242(b)(2)
of the General Corporation Law of the State of Delaware.

     7.   In furtherance and not in limitation of the power conferred upon the
board of directors by law, the board of directors shall have power to make,
adopt, alter, amend and repeal from time to time by-laws of this corporation,
subject to the right of the stockholders entitled to vote with respect thereto
to alter and repeal by-laws made by the board of directors.

     8.   A director of this corporation shall not be liable to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent that exculpation from liability is not permitted
under the General Corporation Law of the State of Delaware as in effect at the
time such liability is determined.  No amendment or repeal of this paragraph 8
shall apply to or have any effect on the liability or alleged liability of any
director of the corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.

     9.   This corporation shall, to the maximum extent permitted from time to
time under the law of the State of Delaware, indemnify and upon request advance
expenses to any person who is or was a party or is threatened to be made a party
to any threatened, pending or completed action, suit, proceeding or claim,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person is or was or has agreed to be a director or officer of this
corporation or while a director or officer is or was serving at the request of
this corporation as a director, officer, partner, trustee, employee or agent of
any corporation, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, against expenses
(including attorney's fees and expenses), judgments, fines, penalties and
amounts paid in settlement incurred (and not otherwise recovered) in connection
with the investigation, preparation to defend or defense of such action, suit,
proceeding or claim; provided, however, that the foregoing shall not require
this corporation to indemnify or advance expenses to any person in connection
with any action, suit, proceeding, claim or counterclaim initiated by or on
behalf of such person.  Such indemnification shall not be exclusive of other
indemnification rights arising under any by-law, agreement, vote of directors or
stockholders or otherwise and shall inure to the benefit of the heirs and legal
representatives of such person.  Any person seeking indemnification under this
paragraph 9 shall be deemed to have met the standard of conduct required for
such indemnification unless the contrary shall be established.  Any repeal or
modification of the foregoing provisions of this paragraph 9 shall not adversely
affect any right or protection of a director or officer of this corporation with
respect to any acts or omissions of such director or officer occurring prior to
such repeal or modification.

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The books of this corporation may (subject to any statutory requirements) be
kept outside the State of Delaware as may be designated by the board of
directors or in the by-laws of this corporation.

     10.  (A)  Except as set forth in Section (D) of this paragraph 10, the
affirmative vote of the holders of not less than 75% of the outstanding shares
of capital stock of the corporation entitled to vote generally in the election
of directors shall be required for the approval or authorization of any Business
Combination of the corporation with any Related Person.

          (B)  For purposes of this paragraph 10:

          (1)  The term "Business Combination" shall mean (i) any merger or
     consolidation of the corporation with or into a Related Person, (ii) any
     sale, lease, exchange, transfer or other disposition, including without
     limitation the creation of a mortgage or any other security device of all
     or any substantial part of the assets of the corporation (including without
     limitation any voting securities of a subsidiary) or of a subsidiary, to a
     Related Person, (iii) any merger or consolidation of a Related Person with
     or into the corporation or a subsidiary of the corporation (iv) any sale,
     lease exchange, transfer or other disposition of all or any substantial
     part of the assets of a Related Person to the corporation or a subsidiary
     of the corporation, (v) the issuance of any securities of the corporation
     to a Related Person, (vi) the acquisition by the corporation or a
     subsidiary of the corporation of any securities of a Related Person, (vii)
     any reclassification of Common Stock of the corporation, or any
     recapitalization involving Common Stock of the corporation, consummated at
     a time that a Related Person exists and within two years after such Related
     Person becomes a Related Person, and (viii) any agreement, contract or
     other arrangement providing for any of the transactions described in this
     definition of Business Combination.

          (2)  The term "Related Person" shall include any individual,
     corporation, partnership or other person or entity (collectively, a
     "Person") that together with its affiliates and associates beneficially
     owns in the aggregate 5% or more of the outstanding shares of the capital
     stock of any class of the corporation, and any affiliate or associate of
     any such Person; provided, however, that the term "Related Person" shall
     not include a Person that together with its affiliates and associates
     beneficially owned on December 31, 1995 in the aggregate more than 15% of
     the outstanding shares of any class of stock of the corporation's
     predecessor, Data Translation, Inc., a Massachusetts corporation, or any
     affiliate or associate of such Person.

          (3)  The term "substantial part" shall mean more than 10% of the total
     assets of the corporation in question, as of the end of its most recent
     fiscal year ending prior to the time the determination is being made.

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          (4)  With respect to any proposed Business Combination, the term
     "continuing director" shall mean (i) directors who were members of the
     board of directors at December 31, 1995 of the corporation's predecessor
     corporation, Data Translation, Inc., a Massachusetts corporation and (ii)
     any other director who was a member of the Board of Directors of the
     corporation immediately prior to the time that any Related Person involved
     in the proposed Business Combination became a Related Person (or, if the
     transaction involves more than one Related Person, immediately prior to the
     time the first of such Persons to become a Related Person became a Related
     Person).

          (5)  Any Person shall be deemed to be the beneficial owner of any
     shares of stock of the corporation

               (i)   that it owns directly, whether or not of record; or

               (ii)  that it has the right to acquire pursuant to any agreement
          or understanding or upon exercise of conversion rights, warrants or
          options or otherwise; or

               (iii) that are beneficially owned, directly or indirectly
          (including shares deemed to be owned through application of clause
          (ii) above), by an affiliate or associate; or

               (iv)  that are beneficially owned, directly or indirectly, by any
          other Person or (including any shares which such other Person has the
          right to acquire pursuant to any agreement or understanding or upon
          exercise of conversion rights, warrants or options or otherwise) with
          which it or its affiliates or associates has any agreement or
          arrangement or understanding for the purpose of acquiring, holding,
          voting or disposing of stock of the corporation.

          (6)  The outstanding shares of stock of the corporation shall include
     shares deemed owned through the application of clauses (5)(ii), (iii) and
     (iv) above, but shall not include any other shares that may be issuable
     pursuant to any agreement or upon exercise of conversion rights, warrants,
     options or otherwise.

          (7)  The term "affiliate" shall mean any individual, corporation,
     partnership or other person or entity that directly, or indirectly through
     one or more intermediaries, controls, or is controlled by or is under
     common control with, such Person. The term "control" (including the terms
     "controlling," "controlled by" and "under common control with") means the
     possession, directly or indirectly, of the power to direct or cause the
     direction of the management and policies of a Person, whether through the
     ownership of voting securities, by contract or otherwise.

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          (8)  The term "associate" shall mean (i) any corporation or
     organization (other than this corporation or a majority-owned subsidiary of
     this corporation) of which such Person is an officer, director, trustee,
     partner or employee or is, directly ore indirectly, the beneficial owner of
     10% or more of any class of equity securities; (ii) any trust or other
     estate in which such Person serves as a trustee or in a similar fiduciary
     capacity, and (iii) any relative or spouse of such Person or any relative
     of such spouse, who has the same home as such Person or who is a director
     or officer of this corporation or of any of its subsidiaries.

     (C)  The Board of Directors of the corporation shall have the power to
determine for the purposes of this paragraph 10, on the basis of information
known to the Board of Directors, whether (1) a Person is a Related Person, and
(2) a Person is an affiliate or associate of another.  Any such determination
shall be conclusive and binding for all purposes of this paragraph 10.

     (D)  The provisions of this paragraph 10 shall not apply to any Business
Combination with any Person if (1) the Board of Directors of the corporation has
approved a memorandum of understanding with such other Person with respect to
such transaction prior to the time such Person became a Related Person; (2) such
transaction is otherwise approved by the Board of Directors of the corporation,
provided that a majority of the members of the Board of Directors voting for the
approval of such transaction were continuing directors; or (3) the Business
Combination involves solely the corporation and a subsidiary greater than 50% of
whose stock is owned by the corporation and none of whose stock is beneficially
owned by a Related Person (other than beneficial ownership arising solely
because of control of the corporation), provided that if the corporation is not
the surviving company, each stockholder of the corporation receives the same
type of consideration in such transaction in proportion to his stock holdings,
the provisions of paragraphs 10 through 11 of this Certificate of Incorporation
are continued in effect or adopted by such surviving company as part of its
articles of association and such articles have no provisions inconsistent with
such provisions, and the provisions of the corporation's by-laws are continued
in effect or adopted by said surviving company.

     (E)  This paragraph 10 may not be amended or rescinded except by the
affirmative vote of the holders of not less than 75% of the outstanding shares
of capital stock of the corporation entitled to vote generally in the election
of directors, at any regular or special meeting of the stockholders, but only if
notice of the proposed alteration or amendment was contained in the notice of
such meeting.

     11.  The Board of Directors of the corporation, when evaluating any offer
of another party (a) to make a tender or exchange offer for any equity security
of the corporation or (b) to effect a Business Combination (as defined in
paragraph 10), shall, in connection with the exercise of its judgment in
determining what is in the best interest of the corporation as a

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whole, be authorized to give due consideration to such factors as the Board of
Directors determines to be relevant, including, without limitation:

               (i)    the interest of the corporation's stockholders;

               (ii)   whether the proposed transaction might violate federal or
          state laws;

               (iii)  not only the consideration being offered in the proposed
          transaction, in relation to the then current market price for the
          outstanding capital stock of the corporation, but also to the market
          price for the capital stock of the corporation over a period of years,
          the estimated price that might be achieved in a negotiated sale of the
          corporation as a whole or in part or through orderly liquidation, the
          premiums over market price for the securities of other corporations in
          similar transactions, current political, economic and other factors
          bearing on securities prices and the corporation's financial condition
          and future prospects; and

               (iv)   the social, legal and economic effects upon employees,
          suppliers, customers and others having similar relationships with the
          corporation, and the communities in which the corporation conducts its
          business.

In connection with any such evaluation, the Board of Directors is authorized to
conduct such investigations and to engage in such legal proceedings as the Board
of Directors may determine.
 
     12.  If at any time this corporation shall have a class of stock registered
pursuant to the provisions of the Securities Exchange Act of 1934, for so long
as such class is so registered, any action by the stockholders of such class
must be taken at an annual or special meeting of stockholders and may not be
taken by written consent.

     14.  The provisions of Section 203 of the Delaware General Corporation law
shall not apply to the corporation.


     THE UNDERSIGNED, the sole incorporator named above, hereby certifies that
the facts stated above are true as of this 11th day of September, 1996.



                                       /s/ Sarah G. Manchester
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                                       Sarah G. Manchester

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