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                                         FORM

                                          of

                              CERTIFICATE OF DESIGNATION

                                          of

                    SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                                          of

                                 OAK TECHNOLOGY, INC.

                           (Pursuant to Section 151 of the
                          Delaware General Corporation Law)

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


         OAK TECHNOLOGY, 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 August 18, 1997;

         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, 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:

         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 four hundred thousand (400,000).  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


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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 one one-
thousandth (1/1,000) of a share of Series A Preferred Stock (a "Unit"), 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 Unit of
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, 1,000
times the aggregate per share amount of all cash dividends, and 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 Unit 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
    Units 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 Unit on the Series A Preferred Stock
    shall nevertheless be


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    payable on such subsequent Quarterly Dividend Payment Date.

         (C)  Dividends shall begin to accrue and be cumulative on each
    outstanding Unit of Series A Participating Preferred Stock from the
    Quarterly Dividend Payment Date next preceding the date of issue of such
    Unit of Series A Participating Preferred Stock, unless the date of issue of
    such Unit is prior to the record date for the first Quarterly Dividend
    Payment Date, in which case dividends on such Unit shall begin to accrue
    from the date of issue of such Unit, 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 Units 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 Units of Series A
    Preferred Stock in an amount less than the total amount of such dividends
    at the time accrued and payable on such Units shall be allocated pro rata
    on a Unit-by-Unit basis among all such Units at the time outstanding.  The
    Board of Directors may fix a record date for the determination of holders
    of Units 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 Units of Series A Preferred
Stock shall have the following voting rights:

         (A)  Subject to the provision for adjustment hereinafter set forth,
    each Unit of Series A Preferred Stock shall entitle the holder thereof to
    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 Unit
    to which holders of Units 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 Units 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.


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         (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 Units 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 Units 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 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 Units 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.


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         (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 UNITS.  Any Units 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
Units shall upon their cancellation become authorized but unissued Units 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 Units of Series A Preferred Stock shall have
    received $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, provided that the holders of Units 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, 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 Units 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.

         (B)  In the event, however, that there are not sufficient assets
    available to permit payment in full to 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


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    Series A Participating Preferred Stock, then such remaining assets shall be
    distributed ratably to the holders of such parity shares in proportion to
    their respective liquidation preferences.


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         Section 7.  CONSOLIDATION, MERGER, ETC.  In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the Units 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 Unit, subject to the provision for adjustment
hereinafter set forth, equal to 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 Units 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 Units 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 Units 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 President and its corporate seal attested by
its Chief Financial Officer this __th day of August, 1997.


                                       Name:
                                       Title:



Attest:


Name:
Title:


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