<PAGE>   1
                                                                     EXHIBIT 4.1












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                        VERTEX COMMUNICATIONS CORPORATION

                                   EXHIBIT 4.1
                                       TO
                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


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<PAGE>   2





                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                        VERTEX COMMUNICATIONS CORPORATION

                                   ARTICLE ONE

                                      NAME

         The name of the corporation is VERTEX COMMUNICATIONS CORPORATION (the
"Corporation").

                                   ARTICLE TWO

                               PERIOD OF DURATION

         The period of duration of the Corporation is perpetual or until
dissolved or merged or consolidated in some lawful manner.

                                  ARTICLE THREE

                               PURPOSES AND POWERS

         Section 1. Purposes. The purposes for which the Corporation is
organized are to transact any and all lawful business for which corporations may
be incorporated under the Texas Business Corporation Act (the "Act").

         Section 2. Powers. Subject to any specific written limitations or
restrictions imposed by the Act, by other law, or by these Articles of
Incorporation, and solely in furtherance thereof, but not in addition to the
limited purposes set forth in Section 1 of this Article, the Corporation shall






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have and exercise all of the powers specified in the Act, which powers are not
inconsistent with these Articles.

                                  ARTICLE FOUR

                           CAPITALIZATION, PREEMPTIVE
                                RIGHTS AND VOTING

         Section 1. Authorized Shares. The aggregate number of shares of capital
stock which the Corporation shall have authority to issue is FIVE MILLION
(5,000,000) shares of Common Stock without par value of the par value of Ten
Cents (10(cent)) per share, constituting aggregate capital stock of FIVE HUNDRED
THOUSAND AND NO/100 DOLLARS ($500,000.00).

         Section 2. Preemptive Rights and Voting.

         (A) Preemptive Rights. Unless otherwise determined by the Board of
Directors in the manner provided under the Act, no holder of shares of capital
stock of the Corporation shall, as such holder, have any right to purchase or
subscribe for any capital stock of any class which the Corporation may issue or
sell, whether or not exchangeable for any capital stock of the Corporation of
any class or classes, whether issued out of unissued shares authorized by these
Articles of Incorporation as originally filed or by any amendment thereof, or
out of shares of capital stock of the Corporation acquired by it after the issue
thereof; nor, unless otherwise determined by the Board of Directors in the






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manner provided under the Act, shall any holder of shares of capital stock of
the Corporation, as such holder, have any right to purchase, acquire or
subscribe for any securities which the Corporation may issue or sell whether or
not convertible into or exchangeable for shares of capital stock of the
Corporation of any class or classes, and whether or not any such securities have
attached or appurtenant thereto warrants, options or other instruments which
entitle the holders thereof to purchase, acquire or subscribe for shares of
capital stock of any class or classes.

         (B) Voting. In the exercise of voting privileges, each holder of shares
of the capital stock of the Corporation shall be entitled to one (1) vote for
each share held in his name on the books of the Corporation. In all elections of
Directors of the Corporation, cumulative voting is expressly prohibited. As
such, each holder of shares of capital stock of the Corporation entitled to vote
at the election of Directors shall have the right to vote, in person or by
proxy, all or any portion of such shares for or against each individual Director
to be elected and shall not be entitled to vote for or against any one Director
more than the aggregate number of shares held by such holder which are entitled
to vote on the election of Directors. With respect to any action to be taken by
the shareholders of the Corporation as to any matter, the affirmative vote of
the holders of a majority of the outstanding shares of the capital stock of the
Corporation entitled to vote thereon shall be sufficient to authorize, affirm,
ratify or consent to such action.







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                                  ARTICLE FIVE

                            COMMENCEMENT OF BUSINESS

         The Corporation shall not commence business until it has received for
the issuance of its shares of Common Stock consideration of the value of at
least ONE THOUSAND AND NO/100 DOLLARS ($1,000.00) consisting of money paid,
labor done, or property actually received.

                                   ARTICLE SIX

                           REGISTERED AGENT AND OFFICE

         Section 1. Registered Office. The address of the registered office of
the Corporation is 2600 Longview Street, Kilgore, Texas 75662.

         Section 2. Registered Agent. The name of the registered agent of the
Corporation at such address is J. REX VARDEMAN.

                                  ARTICLE SEVEN

                                    DIRECTORS

         Section 1. Board of Directors. The initial Board of Directors shall
consist of one (1) member who need not be a resident of the State of Texas or a
Shareholder of the Corporation, the number of Directors of the Corporation may
from








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time to time be changed in accordance with the By-Laws of the Corporation and
the Act.

         Section 2. Name and Address. The name and address of the person who is
to serve as Director until the first annual meeting of Shareholders or until his
successors are elected and qualified, or until his earlier death, resignation,
or removal is as follows:

<TABLE>
<CAPTION>


                               NUMBER, STREET
NAME                            OR BUILDING                       CITY, STATE
----                           --------------                     -----------
<S>                           <C>                                 <C>

J. REX VARDEMAN               2600 Longview                       Kilgore, Texas
                              Street                              75662
</TABLE>


                                  ARTICLE EIGHT

                                  INCORPORATOR

The name and address of the Incorporator is

<TABLE>
<CAPTION>


                               NUMBER, STREET
NAME                            OR BUILDING                       CITY, STATE
----                           --------------                     -----------
<S>                            <C>                                <C>

J. REX VARDEMAN                P. O. Box 1277                     Kilgore, Texas
                                                                  75662
</TABLE>


                                  ARTICLE NINE

                                SPECIAL POWERS OF
                               BOARD OF DIRECTORS

         In furtherance of, and not in limitation of the powers and authorities
conferred under the Act, the Board of Directors is expressly authorized:







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         1.       To make, alter, amend and rescind the By-Laws of the
                  Corporation; to fix, adjust and maintain from time to time the
                  amount to be reserved as working capital; and to authorize and
                  cause to be executed mortgages and liens upon the real and
                  personal property of the Corporation.

         2.       From time to time, to determine whether and to what extent and
                  at what times and places and under what conditions and
                  provisions the accounts and books of the Corporation shall be
                  maintained and made available for inspection of any
                  Shareholder, and no Shareholder shall have any right to
                  inspect any account or books or records of the Corporation,
                  except as provided in the Act, or authorized by the Board of
                  Directors.

         3.       If the By-Laws so provide, to designate two or more of their
                  number to constitute an executive committee, which committee
                  shall, as provided in said resolution or in the By-Laws of the
                  Corporation, have and exercise any or all of the powers of the
                  Board of Directors in the management of the business and
                  affairs of the Corporation, except to the extent that the Act
                  requires a particular matter to be authorized by the Board of
                  Directors.

                                   ARTICLE TEN

                          ADDITIONAL POWERS IN BY-LAWS

         The Corporation may in its By-Laws confer powers and authorities upon
the Board of Directors in addition to the foregoing and to those expressly
conferred upon them by the Act.








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                                 ARTICLE ELEVEN

                          TRANSACTIONS WITH DIRECTORS,
                            OFFICERS AND SHAREHOLDERS

         The Officers, Directors and Shareholders holding ten percent (10%) or
more of the outstanding capital stock of the Corporation ("insiders") may enter
into business transactions with the Corporation in which they are personally
interested without such transaction being affected or invalidated solely because
of such personal interest; provided, however, that nothing contained herein
shall relieve any insider from liability for breach of the fiduciary duties of
an insider or authorize any insider to enter into any transaction with the
Corporation in which such insider has a material interest for the purpose of
personal gain to the detriment of the Corporation.

                                 ARTICLE TWELVE

                                 INDEMNIFICATION

         The Corporation shall have the power and authority to indemnify and
hold its Directors and/or Officers harmless as authorized by the Board of
Directors in accordance with the Act and the By-Laws of the Corporation against
any and all loss, risk, damage, or expense arising from any action, suit, claim,
or proceeding in which they are made parties by reason










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of their capacity or relationship with the Corporation. Indemnification so made
and entered into shall not be deemed exclusive of any other rights to which any
such person might otherwise be entitled.

                                ARTICLE THIRTEEN

                                    MEETINGS

         Both Shareholders and Directors shall have the power and authority to
hold their meetings either within or without the State of Texas, upon compliance
with the provisions of the By-Laws pertaining thereto, and the Corporation may
have one or more offices in addition to its principal office in the State of
Texas, and keep its books and records (subject to the provisions of the Act)
outside of the State of Texas at such places as may be from time to time
designated by the Board of Directors.

                                ARTICLE FOURTEEN

                                   AMENDMENTS

         The Corporation reserves the right to amend, alter, change or repeal
any provision contained in these Articles of Incorporation or in its By-Laws in
the manner now or hereafter prescribed by the Act, and all rights conferred on
Shareholders herein are granted subject to this reservation.











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                                 ARTICLE FIFTEEN

                                    CAPTIONS

         The captions used in these Articles of Incorporation are for
convenience only and shall not be construed in interpreting the provisions
hereof.

                                            VERTEX COMMUNICATIONS CORPORATION



                                            By:  /s/ J. Rex Vardeman
                                                 -------------------------------
                                                 J. REX VARDEMAN, President



                                            By:  /s/ Bill Womble
                                                 -------------------------------
                                                 BILL WOMBLE, Secretary


THE STATE OF TEXAS         )
                           )
COUNTY OF DALLAS           )

         BEFORE ME, a Notary Public, on this day personally appeared J. REX
VARDEMAN, known to me to be the person whose name is subscribed to the foregoing
document and, being by me first duly sworn, declared that the statements therein
contained are true and correct.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 12th day of September,
1984.


                                           /s/ William F. Pyne
                                           -------------------------------------
                                           Notary Public in and for
                                           The State of Texas


                                           /s/ William F. Pyne
                                           -------------------------------------
                                           (Printed Name of Notary)

My Commission Expires:

        11/09/84
----------------------







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                              ARTICLES OF AMENDMENT
                                     TO THE
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                        VERTEX COMMUNICATIONS CORPORATION

         Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, VERTEX COMMUNICATIONS CORPORATION, the undersigned corporation
(the "Corporation"), adopts the following Articles of Amendment to its Restated
Articles of Incorporation previously amended by those certain Articles of
Amendment to the Restated Articles of Incorporation dated February 11, 1988, as
filed in the Office of the Secretary of State on February 16, 1988:

                                    ARTICLE 1

                                      NAME

         The name of the Corporation is VERTEX COMMUNICATIONS CORPORATION.

                                    ARTICLE 2

                                    AMENDMENT

         The following amendment to the Restated Articles of Incorporation, as
amended, was adopted by the shareholders of the Corporation on January 27, 1994,
in order to increase the number of authorized shares of common stock, $.10 par
value per share, of the Corporation from five million (5,000,000) shares to
twenty million (20,000,000) shares.

         Section 1 of Article Four of the Restated Articles of Incorporation, as
amended, is hereby amended to read in its entirety as follows:










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         "Section 1. Authorized Shares. The aggregate number of shares of
capital stock which the Corporation shall have authority to issue is Twenty
Million (20,000,000) shares of Common Stock of the par value of Ten Cents ($.10)
per share, constituting aggregate capital stock of Two Million Dollars
($2,000,000.00). "

                                    ARTICLE 3

                               OUTSTANDING SHARES

         The number of shares of the Corporation outstanding at the time of such
adoption was 4,586,556; and the number of shares entitled to vote thereon was
4,586,556.

                                    ARTICLE 4

                                      VOTE

         The number of shares voted for such amendment was 3,316,173 (72.30%);
and the number of shares voted against such amendment was 561,706 (12.25%).

         EXECUTED this 27th day of January, 1994.

                                  VERTEX COMMUNICATIONS CORPORATION



                                  By:  /s/ J. Rex Vardeman
                                       -----------------------------------------
                                       J. REX VARDEMAN,
                                       President and Chief Executive Officer












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RESTATED ARTICLES OF INCORPORATION - PAGE 2


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                              ARTICLES OF AMENDMENT
                                     TO THE
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                        VERTEX COMMUNICATIONS CORPORATION

         Pursuant to the provisions of Article 4.04 of the of the Texas Business
Corporation Act, VERTEX COMMUNICATIONS CORPORATION, the undersigned corporation
(the "Corporation"), adopts the following Articles of Amendment to its Restated
Articles of Incorporation:

                                    ARTICLE l

                                      NAME

         The name of the Corporation is VERTEX COMMUNICATIONS CORPORATION.

                                    ARTICLE 2

                                    AMENDMENT

         The following amendments to the Restated Articles of Incorporation were
adopted by the shareholders of the Corporation on February 11, 1988, in order to
limit the liability of Directors for monetary damages to the Corporation and its
shareholders and to provide for the indemnification of the Directors, officers,
employees and agents of the Corporation by the Corporation to the extent
permitted by the Texas Business Corporation Act.

         2.1 Article Twelve of the Restated Articles of Incorporation is hereby
amended to read in its entirety as follows:










ARTICLES OF AMENDED TO THE
RESTATED ARTICLES OF INCORPORATION - PAGE 1


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                                 ARTICLE TWELVE

                                 INDEMNIFICATION

                  Section 1. Mandatory Indemnification and Advancement of
         Expenses. Each person who was or is made a party or is threatened to be
         made a party to or is involved in any threatened, pending or completed
         action, suit or proceeding, whether civil, criminal, administrative, or
         investigative, any appeal in such action, suit or proceeding, and any
         inquiry or investigation that could lead to such an action, suit, or
         proceeding (a "proceeding"), by reason of the fact that he or a person
         for whom he is the legal representative is or was a director, officer,
         employee or agent of the Corporation, or is or was serving at the
         request of the Corporation as a director, officer, partner, venturer,
         proprietor, trustee, employee, agent, or similar functionary of another
         corporation, partnership, joint venture, sole proprietorship, trust, or
         other enterprise (including service with respect to employee benefit
         plans) shall be indemnified and held harmless by the Corporation to the
         fullest extent permitted by the Texas Business Corporation Act, as
         amended (the "Act"), against all judgments, penalties (including excise
         and similar taxes), fines, settlements, and reasonable expenses
         (including attorneys' fees) actually incurred by such person in
         connection with such proceeding. Such right shall be a contract right
         and shall include the right to require advancement by the Corporation
         of reasonable expenses (including attorneys' fees) incurred in
         defending any such proceeding in advance of its final disposition;
         provided, however, that the payment of such expenses in advance of the
         final disposition of such proceeding shall be made by the Corporation
         only upon delivery to the Corporation of a written affirmation by such
         person of his good faith belief that he has met the standard of conduct
         necessary for indemnification under the Act and a written undertaking,
         by or on behalf of such person, to repay all amounts so advanced if it
         should be determined ultimately that such person is not entitled to be
         so indemnified.

                  Section 2. Nature of Indemnification. The indemnification and
         advancement of expenses provided for herein shall not be deemed
         exclusive of any other rights permitted by law to which a









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person seeking indemnification may be entitled under any Bylaw, agreement, vote
of shareholders or disinterested directors or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of such a
person.

                  Section 3. Insurance. The Corporation shall have power to
         purchase and maintain insurance or another arrangement on behalf of any
         person who is or was a director, officer, employee or agent of the
         Corporation, or is or was serving at the request of the Corporation as
         a director, officer, partner, venturer, proprietor, trustee, employee,
         agent, or similar functionary of another corporation, partnership,
         joint venture, sole proprietorship, trust or other enterprise
         (including service with respect to employee benefit plans) against any
         liability asserted against him and incurred by him in any such
         capacity, or arising out of his status as such, whether or not the
         Corporation would have the power to indemnify him against such
         liability under the provisions of this Article Twelve.


         2.2 Articles Thirteen, Fourteen and Fifteen are hereby renumbered
Article Fourteen, Article Fifteen and Article Sixteen, respectively.

         2.3 A new Article Thirteen is hereby added to the Restated Articles of
Incorporation, which Article shall read in its entirety as follows:

                                ARTICLE THIRTEEN

                             LIMITATION OF LIABILITY

                  No director of the Corporation shall be personally liable to
         the Corporation or its shareholders for monetary damages for an act or
         omission in the director's capacity as a director, provided, however,
         that the foregoing provision shall not eliminate or limit the liability
         of a director for (i) a breach of the director's duty of loyalty to the
         Corporation or its shareholders, (ii) an act or













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omission not in good faith or that involves intentional misconduct or a knowing
violation of the law, (iii) a transaction from which a director received an
improper benefit, whether or not the benefit resulted from an action taken
within the scope of the director's office, (iv) an act or omission for which the
liability of the director is expressly provided for by statute, or (v) an act
related to an unlawful stock repurchase or payment of a dividend. If the Texas
Miscellaneous Corporation Laws Act or other applicable provision of Texas law
hereafter is amended to authorize further elimination or limitation of the
liability of directors, then the liability of a director of the Corporation, in
addition to the limitation on the personal liability provided herein, shall be
limited to the fullest extent permitted by the Texas Miscellaneous Corporation
Laws Act or other applicable provision of Texas law as amended. Any repeal or
modification of this Article by the shareholders of the Corporation shall be
prospective only, and shall not adversely affect any limitation on the personal
liability of a director of the Corporation existing at the time of such repeal
or modification.

                                    ARTICLE 3

                               OUTSTANDING SHARES

         The number of shares of the Corporation outstanding at the time of such
adoption was 3,194,134; and the number of shares entitled to vote thereon was
3,194,134.

                                    ARTICLE 4

                                      VOTE

         The number of shares voted for such Amendments was 2,714,962 (84.998%),
and the number of shares voted against such Amendments was 111,023 (3.476%).









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RESTATED ARTICLES OF INCORPORATION - PAGE 4


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         EXECUTED this 11th day of February, 1988.

                                VERTEX COMMUNICATIONS CORPORATION



                                By:  /s/ J. Rex Vardeman
                                     -------------------------------------------
                                     J. REX VARDEMAN,
                                     President

THE STATE OF TEXAS          )
                            )
COUNTY OF GREGG             )

         Before me, the undersigned, a Notary Public in and for the State of
Texas, on this day personally appeared J. REX VARDEMAN, known to me to be the
person and officer whose name is subscribed to the foregoing instrument and
acknowledged to me that the same was the act of the said VERTEX COMMUNICATIONS
CORPORATION, a corporation, and that he executed the same as the act of such
corporation for the purposes and consideration therein expressed, and in the
capacity therein stated.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 11th day of February,
1988.

                                                /s/ Wilora Tucker
                                                --------------------------------
                                                Notary Public in and for
                                                The State of Texas


                                                /s/ Wilora Tucker
                                                --------------------------------
                                                (Printed Name of Notary Public)

My Commission Expires:

      09-04-89
----------------------








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