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                                                                    EXHIBIT 3.1



                            CERTIFICATE OF AMENDMENT

                                     OF THE

                     RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                              THE DII GROUP, INC.



         The DII Group, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, hereby
certifies as follows:

         FIRST:  That the Board of Directors of the corporation, by the
unanimous written consent of its members, duly adopted resolutions setting
forth a proposed amendment of the Restated Certificate of Incorporation of said
corporation, declaring said amendment to be advisable and directing that said
amendment be considered at the next Annual Meeting of the stockholders of said
corporation.  The resolution setting forth the proposed amendment is as
follows:

                          RESOLVED, that the Board of Directors of the
                 Corporation does hereby declare it advisable that the Restated
                 Certificate of Incorporation of the Corporation be amended to
                 increase the number of the Corporation's authorized shares to
                 95,000,000 shares comprised of 90,000,000 shares of Common
                 Stock and 5,000,000 shares of Preferred Stock and that, in
                 order  to effectuate said change, the lead-in sentence of
                 Article FOURTH of the Corporation's Restated Certificate of
                 Incorporation be amended to read as follows:

                          "FOURTH:         The total number of shares of all
                 classes of stock which the Corporation is authorized to issue
                 is 95,000,000 shares, of which 90,000,000 shares, having a par
                 value of $.01 each, shall be Common Stock; and 5,000,000
                 shares shall be Preferred Stock, having a par value of $.01
                 each.";
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         SECOND: That thereafter, pursuant to resolution of its Board of
Directors, the Annual Meeting of the stockholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.

         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.

         IN WITNESS WHEREOF, The DII Group, Inc. has caused this Certificate of
Amendment of the Restated Certificate of Incorporation to be signed by Ronald
R. Budacz, its Chairman of the Board and Chief Executive Officer, and attested
by Carl R. Vertuca, Jr., its Secretary, this 5th day of May, 1998.

                                         By:    /s/ Ronald R. Budacz      
                                            ---------------------------------
                                            Name:  Ronald R. Budacz
                                            Title:  Chairman and Chief 
                                                    Executive Officer





ATTEST:


By:    /s/ Carl R. Vertuca, Jr.         
   ----------------------------------------
   Name:  Carl R. Vertuca, Jr.
   Title:  Secretary


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