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                                                                EXHIBIT 3.1 (a)

                           CERTIFICATE OF DESIGNATION

                                       of

                 SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                                       of

                             GLOBECOMM SYSTEMS INC.

                        (Pursuant to Section 151 of the

                       Delaware General Corporation Law)

                       ----------------------------------


                  Globecomm Systems Inc., a corporation organized and existing
under the General Corporation Law of the State of Delaware (hereinafter called
the "Corporation"), hereby certifies that the following resolution was adopted
by the Board of Directors of the Corporation as required by Section 151 of the
General Corporation Law at a meeting duly called and held on December 3, 1998;

                  RESOLVED, that pursuant to the authority granted to and
vested in the Board of Directors of the Corporation (hereinafter called the
"Board of Directors" or the "Board") in accordance with the provisions of the
Certificate of Incorporation, as amended, the Board of Directors hereby creates
a series of Preferred Stock, par value $.001 per share (the "Preferred Stock"),
of the Corporation and hereby states the designation and number of shares, and
fixes the relative rights, preferences, and limitations thereof as follows:

                  Series A Junior Participating Preferred Stock:



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                  Section 1. Designation and Amount. The shares of such series
shall be designated as "Series A Junior Participating Preferred Stock" (the
"Series A Preferred Stock") and the number of shares constituting the Series A
Preferred Stock shall be Three Hundred Thousand (300,000). 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.

                  Section 2. 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,
         each holder of a share of Series A Preferred Stock, in preference to
         the holders of shares of Common Stock, par value $.001 per share (the
         "Common Stock"), of the Corporation, and of any other junior stock,
         shall be entitled to receive, when declared by the Board of Directors
         out of funds legally available for the purpose, quarterly dividends
         payable in cash on the last 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 Series A Preferred Stock, in an amount per share (rounded to the
         nearest cent) equal to, subject to the provision for adjustment
         hereinafter set forth, One Thousand (1,000) times the aggregate per
         share amount of all cash dividends, and One Thousand (1,000) 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 a share or fraction 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 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 shares of Series A Preferred Stock as provided in paragraph (A)
         of this Section immediately after it declares a dividend or
         distribution on the Common Stock (other than a dividend payable in
         shares of Common Stock); provided, however, that, in the event no
         dividend or distribution shall have been declared on the Common Stock
         during the period between any Quarterly Distribution Date and the next
         subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per
         share of 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 each
         outstanding share of Series A Preferred Stock from the Quarterly
         Dividend Payment Date next preceding the date of issue of such share
         of Series A Preferred Stock, unless the date of issue of such share is
         prior to the record date for the first Quarterly Dividend Payment
         Date, in which case dividends on such share shall begin to accrue from
         the date of issue of such share, 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 


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         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.

                  Section 3. 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 One Thousand (1,000) 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.

                  Section 4. Certain Restrictions.

                  (A) Whenever quarterly dividends or other dividends or
         distributions payable on the Series A Preferred Stock as provided in
         Section 2 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 shares of 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 


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                  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 4, purchase or otherwise acquire such
         shares at such time and in such manner.

                  Section 5. Reacquired Shares. Any shares of Series A
Preferred Stock purchased or otherwise acquired by the Corporation in any
manner whatsoever shall be retired and cancelled 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, in the Certificate of Incorporation, or in any other Certificate
of Designations creating a series of Preferred Stock or any similar stock or as
otherwise required by law.

                  Section 6.  Liquidation, Dissolution or Winding Up.

                  (A) Upon any liquidation, dissolution or winding up of the
Corporation, no distribution shall be made (1) 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 One Thousand
Dollars ($1,000) per share, plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of
such payment (the "Series A Liquidation Preference"), 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 1,000 times the aggregate amount to be distributed per share to
holders of shares of Common Stock (the "Common Adjustment"), or (2) 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
(1) 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 (the "Adjustment Number").

                  (B) In the event, however, that there are not sufficient
assets available to permit payment in full of the Series A Liquidation
Preference and the liquidation preferences of all other series of Preferred
Stock, if any, which rank on a parity with the Series A Preferred Stock, then
such remaining assets shall be distributed ratably to the holders of such
parity shares in proportion to their respective liquidation preferences. In the
event, however, that there are not sufficient assets available to permit
payment in full of the Common Adjustment, then such remaining assets shall be
distributed ratably to the holders of Common Stock.


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                  (C) In the event the Corporation shall at any time after the
Rights Dividend Declaration Date (as defined in the Corporaiton's Rights
Agreement dated December 3, 1998) (i) declare any dividend on Common Stock
payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock,
or (iii) combine the outstanding Common Stock into a smaller number of shares,
then in each such case the Adjustment Number in effect immediately prior to
such event shall be adjusted by multiplying such Adjustment 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.

                  Section 7. 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 One Thousand (1,000)
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.

                  Section 8. No Redemption. The shares of Series A Preferred
Stock shall not be redeemable.

                  Section 9. 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 Corporation's Preferred Stock.

                  Section 10. Amendment. The Amended and Restated Certificate
of Incorporation of the Corporation 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 a majority of the outstanding
shares of Series A Preferred Stock, voting together as a single class.


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                  IN WITNESS WHEREOF, this Certificate of Designation is
executed on behalf of the Corporation by its Chief Executive Officer and its
corporate seal attested by its President this 3rd day of December, 1998.


                                          /s/ David E. Hershberg
                                          ------------------------------------
                                          Name: David E. Hershberg
                                          Title: Chief Executive and Chairman

Attest:
/s/ Andrew C. Melfi
---------------------------------------
Name:  Andrew C. Melfi
Title: V.P. and Chief Financial Officer


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