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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 10:02 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:    7691358

                                                        DATE:         
950248686                                                        10-27-95



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             CERTIFICATE ELIMINATING CERTIFICATE OF DESIGNATION
                      OF CLASS C CUMULATIVE CONVERTIBLE
                      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 25th day of August, 1989, the corporation filed
with the Secretary of State of the State of Delaware a "Certificate
of Designation, Preferences and Rights of Class C Cumulative Convertible
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 3rd day of April, 1992 (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 C
                 Cumulative Convertible Preferred Stock of the corporation (the
                 "Class C Preferred") outstanding and no such shares will be
                 issued subject to the Certificate of Designation, Preferences
                 and Rights of Class C Cumulative Convertible Preferred Stock
                 of LaBarge, Inc. as amended (the "Certificate of Designation")
                 with respect to such Class, 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 C Preferred shares
                 shall be issued subject to the Certificate of Designation with
                 respect to such Class;

                 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 J. Maender             By    Craig E. LaBarge
       --------------------------            ---------------------------
              Secretary                             President


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