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                              STATE OF DELAWARE

                       OFFICE OF THE SECRETARY OF STATE
                       --------------------------------
        
        I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "LABARGE, INC.", FILED IN THIS OFFICE ON THE TWENTY-SEVENTH DAY OF
OCTOBER, A.D. 1995, AT 10 O'CLOCK A.M.

        A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.














                                      
                                              /s/ Edward J. Freel
              [SECRETARY OF STATE SEAL]      -----------------------------------
                                             Edward J. Freel, Secretary of State
                                      

0672724  8100                                 AUTHENTICATION:    7691214

                                                        DATE:         
950248682                                                        10-27-95



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                          CERTIFICATE OF AMENDMENT OF
                          CERTIFICATE OF INCORPORATION


     LaBarge, Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware,

     DOES HEREBY CERTIFY:

     FIRST:  That at a meeting of the Board of Directors of said corporation,
duly held on August 15, 1995, the Board of Directors adopted a resolution
proposing the following amendments to the Certificate of Incorporation of said
corporation, declaring said amendments to be advisable, and calling for
presentation of said resolutions to the stockholders.  The resolutions are as
follows:
           RESOLVED, that the Certificate of Incorporation of this Corporation
           be, and the same hereby is, amended by adding a new Article TENTH
           thereto to read in its entirety as follows:

                "TENTH:  As to the following matters, the affirmative vote of
                two-thirds (2/3's) of the shares entitled to vote shall be
                required to approve any proposed stockholder action which
                otherwise requires stockholder approval under the Delaware
                General Corporation Law:  (a) to sell, exchange, transfer or
                otherwise dispose of all or substantially all of the
                corporation's property and assets; (b) to dissolve or liquidate
                the corporation; (c) to merge or consolidate the corporation
                with or into another corporation; or (d) to amend, alter or
                delete from the Certificate of Incorporation this Article TENTH
                or the paragraph numbered "2" of Article EIGHTH hereof."

           FURTHER RESOLVED, that this proposed Amendment to the Certificate of
           Incorporation shall be presented for vote to the stockholders of the
           Corporation at the Annual Meeting of Stockholders to be held October
           26, 1995 with the Board's recommendation that the stockholders vote
           'for' the proposed Amendment and, upon receipt of the affirmative
           vote of a majority of the shares entitled to vote, shall be duly
           adopted; and


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           FURTHER RESOLVED, that the proper officers of this Corporation are
           hereby authorized and directed, upon approval of this Amendment by
           the shareholders of the Corporation, to execute and file with the
           Secretary of State of Delaware a Certificate of Amendment to the
           Certificate of Incorporation to reflect the amendment made hereby.

     SECOND:  That thereafter, at the Annual Meeting of Stockholders of this
corporation duly called and held on the 26th day of October, 1995, more than a
majority of the outstanding stock entitled to vote on said amendment was voted
in favor thereof.

     THIRD:  That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

     FOURTH:  That the capital of said corporation shall not be reduced under
or by reason of said amendment.

     IN WITNESS WHEREOF, said LaBarge, Inc. has caused this Certificate to be
signed by Craig E. LaBarge, its President, and William J.  Maender, its
Secretary, this 26th day of October, 1995.

                                 LaBARGE, INC.


Attest:  William J. Maender             By  Craig E. LaBarge
        ----------------------             ------------------------
           Secretary                           President




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