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                                                                 EXHIBIT 3.1


                           CERTIFICATE OF AMENDMENT OF
                            SECOND AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION OF
                           TRANSCRYPT INTERNATIONAL, INC.
                               a Delaware Corporation

          Transcrypt International, Inc., a corporation organized and existing
under and by virtue of the laws of the State of Delaware (the "Corporation"),
hereby certifies as follows:

          1.   That Section 4.1 of the Certificate of Incorporation of the
Corporation is amended to read in full as follows:

"The Corporation is authorized to issue three classes of shares designated,
respectively, "Common Stock," "Non-Voting Common Stock" and "Preferred
Stock." The number of shares of Common Stock which the Corporation is
authorized to issue is twenty five million (25,000,000) shares, par value
$0.01 per share. The number of shares of Non-Voting Common Stock which the
Corporation is authorized to issue is six hundred thousand (600,000), par
value $0.01 per share. The number of shares of Preferred Stock which the
Corporation is authorized to issue is  three million (3,000,000) shares, par
value $0.01 per share.  All issued and outstanding shares of Non-Voting
Common Stock will become Common Stock when it ceases to be owned by First
Commerce Bancshares, Inc., its subsidiaries or affiliates, or any of their
successors and the Corporation will have the authority to issue twenty five
million (25,000,000) shares of Common Stock, all of which will be voting
Common Stock."

          2.   That said amendment has been duly adopted in accordance with
Sections 242 and 222 of the Delaware General Corporation Law ("DGCL") by:

     (a)  the adoption of resolutions of the Board of Directors of the
Corporation; and

     (b)  the adoption of resolutions by the holders of a majority of the
outstanding shares of capital stock          entitled to vote thereon.

          IN WITNESS WHEREOF, said TRANSCRYPT INTERNATIONAL, INC. has caused
this Certificate of Amendment to be signed by Michael E. Jalbert and R. Andrew
Massey, its President and Corporate Secretary, respectively.


                                   /s/ Michael E. Jalbert
                                   -----------------------------
                                   Michael E. Jalbert, President


                                   /s/ R. Andrew Massey
                                   -------------------------------------
                                   R. Andrew Massey, Corporate Secretary


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                             SECOND AMENDED AND RESTATED
                             CERTIFICATE OF INCORPORATION
                                          OF
                            TRANSCRYPT INTERNATIONAL, INC.

          This Second Amended and Restated Certificate of Incorporation of
Transcrypt International, Inc. (the "Corporation") supersedes and replaces in
its entirety the existing First Amended and Restated Certificate of
Incorporation of the Corporation which were filed pursuant to Section 241 of
the Delaware General Corporation Law on June 14, 1996.  The undersigned,
being the Secretary of the Corporation, hereby certifies that this Second
Amended and Restated Certificate of Incorporation has been duly adopted by
the Board of Directors of the Corporation and approved by the holders of at
least seventy-five percent of the outstanding stock of the Corporation in
accordance with the provisions of Section 242 of the Delaware General
Corporation Law.

                                      ARTICLE I

          The name of the Corporation is Transcrypt International, Inc.

                                      ARTICLE II

The address of the registered office of the Corporation in the State of Delaware
is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of
New Castle, Delaware 19805, and the name of its registered agent at the address
of the Corporation's registered office is The Corporation Trust Company.

                                     ARTICLE III

          The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

                                      ARTICLE IV

          SECTION 4.1    The Corporation is authorized to issue three classes
of shares designated, respectively, "Common Stock," "Non-Voting Common Stock"
and "Preferred Stock."  The number of shares of Common Stock which the
Corporation is authorized to issue is nineteen million four hundred thousand
(19,400,000) shares, par value $0.01 per share. The number of shares of
Non-Voting Common Stock which the Corporation is authorized to issue is six
hundred thousand (600,000), par value $0.01 per share. The number of shares
of Preferred Stock which the Corporation is authorized to issue is  three
million (3,000,000) shares, par value $0.01 per share.  All issued and
outstanding shares of Non-Voting Common Stock will become Common Stock when
it ceases to be owned by First Commerce Bancshares, Inc., its subsidiaries or
affiliates, or any of their successors and the Corporation will have the
authority to issue twenty million (20,000,000) shares of Common Stock, all of
which will be voting Common Stock.

          SECTION 4.2    Holders of shares Common Stock shall be entitled to
one vote for each share

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of Common Stock held of record by such holder and shall be entitled to vote
with respect to all matters as to which a stockholder of a Delaware
corporation would be entitled to vote.  Subject to the rights of the
Preferred Stock holders, if any, the holders of the Common Stock shall have
the exclusive right to vote for the election of directors and for all other
purposes and to receive notice of any meeting of stockholders, except as
otherwise required by law.

          SECTION 4.3    Holders of shares of Non-Voting Common Stock shall
not be entitled to vote on any matters which come before the stockholders
except as otherwise expressly provided by law, in which case, each holder of
shares of Non-Voting Common Stock shall be entitled to one vote for each
share of Non-Voting Common Stock held.  In all other respects, each holder of
shares of Non-Voting Common Stock shall posses all of the same rights as the
holders of shares of Common Stock including, without limitation, with respect
to notices of meetings, dividends and liquidation.

          SECTION 4.4    Shares of Preferred Stock may be issued in one or
more series at such time or times and for such consideration as the Board of
Directors may determine, without further action by the holders of  the
outstanding shares of Common Stock or Preferred Stock, if any.  The Board of
Directors is authorized to fix the number of shares of any series of
Preferred Stock and to determine the designation of any such series.  The
Board of Directors is also authorized to determine or alter the rights,
preferences, privileges and restrictions granted to or imposed upon any
wholly unissued series of Preferred Stock and, within the limits and
restrictions granted to or imposed upon any wholly unissued series of
Preferred Stock and, within the limits and restrictions stated in any
resolution or resolutions of the Board of Directors originally fixing the
number of shares constituting any series, to increase or decrease (but not
below the number of shares of such series then outstanding) the number of
shares of any such series subsequent to the issue of shares of that series.

          SECTION 4.5    The Corporation shall be entitled to treat the person
in whose name any share of its Common Stock, Non-Voting Common Stock or
Preferred Stock, is registered as the owner thereof for all purposes and shall
not be bound to recognize any equitable or other claim to or interest in, such
share on the part of any other person, whether or not the Corporation shall have
notice thereof, except as expressly provided by applicable law.


                                      ARTICLE V

          Subject to the rights, if any, of holders of any series of Preferred
Stock, the Board of Directors is hereby authorized to create and issue, whether
or not in connection with the issuance and sale of any of its stock or other
securities or property, rights entitling the holders thereof to purchase from
the Corporation shares of stock or other securities of the Corporation or any
other corporation.  The times at which and the terms upon which such rights are
to be issued will be determined by the Board of Directors and set forth in the
contracts or instruments that evidence such rights.  The authority of the Board
of Directors with respect to such rights shall include, but not be limited to,
determination of the following:

          (a)  the initial purchase price per share or other unit of the stock
or other securities

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or property to be purchased upon exercise of such rights;

          (b)  provisions relating to the times at which and the
circumstances under which such rights may be exercised or sold or otherwise
transferred, either together with or separately from, any other stock or
other securities of the Corporation;

          (c)  provisions which adjust the number or exercise price of such
rights, or amount or nature of the stock or other securities or property
receivable upon exercise of such rights, in the event of a combination, split or
recapitalization of any stock of the Corporation, a change in ownership of the
Corporation's stock or other securities or a reorganization, merger,
consolidation, sale of assets or other occurrence relating to the Corporation or
any stock of the Corporation, and provisions restricting the ability of the
Corporation to enter into any such transaction absent an assumption by the other
party or parties thereto of the obligations of the Corporation under such
rights;

          (d)  provisions which deny the holder of a specified percentage of the
outstanding stock or other securities of the Corporation the right to exercise
such rights and/or cause the rights held by such holder to become void;

          (e)  provisions which permit the Corporation to redeem such rights;
and

          (f)  the appointment of a rights agent with respect to such rights.

                                      ARTICLE VI

          In furtherance and not in limitation of the powers conferred upon it
by law, the Board of Directors is expressly authorized to adopt, repeal, alter
or amend the Bylaws of the Corporation by the affirmative vote of 60% or more of
the entire Board of Directors.  In addition to any requirements of law and any
provision of this Certificate of Incorporation, the stockholders of the
Corporation may adopt, repeal, alter or amend any provision of the Bylaws upon
the affirmative vote of the holders of 75% or more of the combined voting power
of the then outstanding stock of the Corporation entitled to vote generally in
the election of directors.

                                     ARTICLE VII

          SECTION 7.1.    The business and affairs of the Corporation shall be
managed by or under the direction of its Board of Directors, which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by law or by this Certificate of Incorporation directed or required to be
exercised or done by the stockholders.

          SECTION 7.2. (a) Subject to the rights, if any, of holders of any
series of Preferred Stock, the number of directors constituting the Board of
Directors shall be set forth in or pursuant to the Bylaws of the Corporation,
but shall not be less than five (5) nor more than fifteen (15).

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          (b)  On the day following the date on which a registration statement
filed by the Corporation with the Securities and Exchange Commission is first
declared effective under the Securities Act of 1933, as amended (the "Effective
Date"), subject to the rights, if any, of holders of any series of Preferred
Stock, the directors, other than those who may be elected by any series of
Preferred Stock, shall be classified with respect to the time for which they
severally hold office, into three classes, designated Classes I, II and III,
which shall be as nearly equal in number as possible.  The directors of Class I
shall hold office for an initial term expiring at the first annual meeting of
stockholders to be held after the Effective Date. The directors of Class II
shall hold office for an initial term expiring at the second annual meeting of
stockholders to be held after the Effective Date. The directors of Class III
shall hold office for an initial term expiring at the third annual meeting of
stockholders to be held after the Effective Date.  At each annual meeting of
stockholders following such initial classification and election, the respective
successors of each class shall be elected for three-year terms.  Subject to the
rights, if any, of holders of any series of Preferred Stock, after the election
or appointment of a director, the holders of a majority of the shares then
entitled to vote generally for the election of directors may remove such
director or the entire Board of Directors, but only for cause.  Not less than
two of the directors shall be persons who are not officers or employees of the
Corporation or who are not beneficial owners of a controlling interest in the
Corporation.

          SECTION 7.3. Subject to the rights, if any, of holders of any series
of Preferred Stock, advance notice of nominations for elections for the election
of directors shall be given in the manner and to the extent provided in the
Bylaws of the Corporation.

          SECTION 7.4. Subject to the rights, if any, of holders of any series
of Preferred Stock, vacancies in the Board of Directors resulting from death,
resignation, retirement, disqualification, remove from office or other cause and
newly created directorships resulting from any increase in the authorized number
of directors shall be filled in the manner provided in the Bylaws of the
Corporation.

                                     ARTICLE VIII

          SECTION 8.1. A director shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that this provision shall not eliminate or limit
the liability of a director (a) for any breach of the director's duty of loyalty
to the Corporation or its stockholders, (b) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (c)
under Section 174 of the General Corporation Law of the State of Delaware or (d)
for any transaction from which the director derived any improper personal
benefit.  If the General Corporation Law of the State of Delaware is amended
after the filing of this Certificate of Incorporation to authorize corporate
action further eliminating or limiting the personal liability of directors, then
the liability of a director of the Corporation shall be eliminated or limited to
the fullest extent permitted by the General Corporation Law of the State of
Delaware, as so amended.

          SECTION 8.2. Any repeal or modification of the foregoing paragraph by
the stockholders of the Corporation shall not adversely affect any right or
protection of a director or the Corporation

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existing at the time of such repeal or modification.

                                      ARTICLE IX

     A director of the Corporation, in determining what he or she reasonably
believes to be in the best interests of the Corporation, shall consider the
interests of the Corporation's stockholders and, in his discretion, may
consider any of the following:

          (a)  the interests of the Corporation's employees, independent
contractors, agents, suppliers, creditors and customers;

          (b)  the economy of the nation;

          (c)  community and societal interests; and

          (d)  the long-term as well as short-term interests of the Corporation
and its stockholders, including the possibility that these interests may be best
served by the continued independence of the Corporation.

                                      ARTICLE X

     SECTION 10.1 (a) Subject to the rights, if any, of holders of any series
of Preferred Stock, cumulative voting for the election of directors shall not
be permitted.

     (b)  Subject to the rights, if any, of holders of any series of
Preferred Stock, any action required or permitted to be taken by the
stockholders of the Corporation must be effected at a duly called annual or
special meeting of stockholders of the Corporation and the ability of the
stockholders to consent in writing to the taking of any action is hereby
specifically denied.

     (c)  The provisions of paragraphs (a) and (b) of this Section 10.1 shall
not take effect until the day following the Effective Date.

     SECTION 10.2 (a) Except as otherwise required by law and subject to the
rights, if any, of holders of any series of Preferred Stock, special meetings
of stockholders, for any purpose or purposes, may only be called (i) by the
Chairman of the Board, (ii) the Chief Executive Officer or the President,
(iii) by the Board of Directors pursuant to a resolution adopted by a
majority of the entire Board of Directors or (iv) at the written request of
not less than 25% of the combined voting power of the then outstanding stock
of the Corporation entitled to vote generally in the election of directors.

     (b)  Election of directors at an annual or special meeting of stockholders
need not be by written ballot unless the Bylaws of the Corporation shall so
provide.

                                      ARTICLE XI

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     Subject to the rights, if any, of holders of any series of Preferred
Stock, the Corporation reserves the right at any time and from time to time
to amend, alter, change, or repeal any provision contained in this
Certificate of Incorporation, and any other provisions authorized by the laws
of the State of Delaware at the time in force may be added or inserted, in
the manner now or hereafter prescribed herein or by applicable law, and all
rights, preferences and privileges of whatsoever nature conferred upon
stockholders, directors or any other persons whomsoever by and pursuant to
this Certificate of Incorporation in its present form or as hereafter amended
are granted subject to the right reserved in this Article XI; provided,
however, that any amendment or repeal of Article VIII of this Certificate of
Incorporation shall not adversely affect any right or protection existing
hereunder immediately prior to such amendment or repeal, and provided,
further, that Articles V, VI, VII, VIII, IX, X and XI of this Certificate of
Incorporation shall not be amended, altered, changed or repealed without the
affirmative vote of the holders of at least 75% of the then outstanding stock
of the Corporation entitled to vote generally in the election of directors.

                                     ARTICLE XII

     The name and address of the incorporator is Steven W. Seline, 1650 Farnam
Street, Omaha, Nebraska, 68102.

     IN WITNESS WHEREOF, Rebecca L. Schultz, Secretary of the Corporation, has
caused this Second Amended and Restated Certificate of Incorporation to be
executed this 30th day of September, 1996.



                                  /s/ Rebecca Schultz
                                  -----------------------------
                                  Rebecca L. Schultz, Secretary

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