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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
DESIGNATION OF "LABARGE, INC.", FILED IN THIS OFFICE ON THE TWENTY-SEVENTH DAY 
OF OCTOBER, A.D. 1995, AT 10:01  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:    7691290

                                                        DATE:         
950248685                                                        10-27-95



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               CERTIFICATE ELIMINATING CERTIFICATE OF DESIGNATION
                 OF CLASS A AND CLASS B CUMULATIVE EXCHANGEABLE
                        PREFERRED STOCK OF LABARGE, INC.
                       FROM 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 on the 24th day of December, 1986, the corporation filed
with the Secretary of State of the State of Delaware a
"Certificate of Designation, Preferences and Rights of Class A and Class B
Cumulative Exchangeable Preferred Stock of LaBarge, Inc." which Certificate was
subsequently amended by a Certificate of Amendment of Certificate of
Designation filed with the Delaware Secretary of State on the 24th day of
August, 1989 (said Certificate and Amendment referred to collectively as the
"Certificate of Designation").
         SECOND:  That at a meeting of the Board of Directors of said
corporation duly held on October 26, 1995, the Board of Directors adopted the
following resolutions for the purpose of eliminating the Certificate of
Designation from the Certificate of Incorporation of the corporation:

                 WHEREAS, there are currently no issued shares of Class A
                 Cumulative Exchangeable Preferred Stock or Class B Cumulative
                 Exchangeable Preferred Stock of the corporation (the "Class A
                 and Class B Preferred") outstanding and no such shares will be
                 issued subject to the Certificate of Designation, Preferences
                 and Rights of Class A and Class B Cumulative Exchangeable
                 Preferred Stock of LaBarge, Inc. as amended (the "Certificate
                 of Designation") with respect to such Classes, and the Board
                 of Directors desires to eliminate the Certificate of
                 Designation from the corporation's Certificate of
                 Incorporation;

                 THEREFORE, IT IS RESOLVED, that no Class A or Class B
                 Preferred shares shall be issued subject to the Certificate of
                 Designation with respect to such Classes;

                 FURTHER RESOLVED, that the Certificate of Designation shall be
                 eliminated from the Certificate of Incorporation of the
                 corporation;



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                 FURTHER RESOLVED, that the proper officers of this corporation
                 are hereby authorized and directed to execute and file with
                 the Secretary of State of the State of Delaware pursuant to
                 Section 151(g) of the General Corporation Law of Delaware a
                 certificate setting forth the foregoing resolutions.

         THIRD:  That the aforesaid resolutions were duly adopted in accordance
with the provisions of Section 151(g) of the General Corporation Law of the
State of Delaware.

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

                                           LaBARGE, INC.


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



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