CERTIFICATE OF INCORPORATION
                                OF
                    ANDREW MERGING CORPORATION

                            ARTICLE I

      The name of the  corporation  (hereinafter  called the  "Corporation")  is
Andrew Merging Corporation.

                            ARTICLE II

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

                           ARTICLE III

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

                            ARTICLE IV

      The total  number of shares of all classes of stock which the Corporation
shall have authority to issue is 1,000 shares of Common Stock, $.01 par value 
("Common Stock").  Holders of Common Stock shall have one vote in respect of 
each share held by them.

                            ARTICLE V

                        BOARD OF DIRECTORS

      SECTION 1. NUMBER.  The business and affairs of the  Corporation  shall be
managed under the direction of the Board of Directors which shall consist of not
less than six and not more than eleven persons, with the specific number to be
determined by resolution of the Board of Directors.

      SECTION 2. TERMS.   Each director shall hold office until the next Annual
Meeting of Stockholders after his election or until his successor is elected   
and qualified or until his earlier resignation or removal.
<PAGE>
      SECTION 3.  STOCKHOLDER NOMINATIONS OF DIRECTOR CANDIDATES.  Advance 
notice of stockholder nominations for the election of directors shall be given
in the manner provided in the By-Laws of the Corporation.

      SECTION  4. NEWLY  CREATED  DIRECTORSHIPS  AND  VACANCIES.  Newly  created
directorships  resulting from any increase in the authorized number of directors
or any vacancies in the Board of Directors  resulting  from death,  resignation,
retirement, disqualification, removal from office or other cause shall be filled
by a majority vote of the directors  then in office,  though less than a quorum,
and directors so chosen shall hold office for a term expiring at the next Annual
Meeting of Stockholders.

      SECTION 5. REMOVAL. Any director, or the entire Board of Directors, may be
removed from office at any time, with or without cause, by the affirmative  vote
of the  holders  of a majority  of the voting  power of all of the shares of the
Corporation  entitled to vote  generally  in the election of  directors,  voting
together as a single class.

                            ARTICLE VI

                        STOCKHOLDER ACTION

      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 may not be effected by consent in writing by
such  stockholders.  Except as otherwise  required by law,  special  meetings of
stockholders  of the  Corporation  may be called only by the Board of  Directors
pursuant  to a  resolution  approved  by a  majority  of  the  entire  Board  of
Directors.

                           ARTICLE VII

                        BY-LAWS AMENDMENTS

      The Board of Directors shall have power to make,  alter,  amend and repeal
the By-Laws of the Corporation  (except so far as the By-Laws of the Corporation
adopted by the Stockholders  shall otherwise  provide).  Any By-Laws made by the
Board of Directors under the powers conferred hereby may be altered,  amended or
repealed by the Board of Directors or by the stockholders.
<PAGE>
                           ARTICLE VIII

                      ACQUISITIONS PROPOSALS

      In determining whether an "acquisition  proposal" is in the best interests
of the Corporation and its  stockholders,  the Board of Directors shall consider
all factors it deems relevant including, without limitation:

      A. the consideration being offered in the acquisition  proposal,  not only
      in relation to the then current market price,  but also in relation to the
      then current value of the Corporation in a freely  negotiated  transaction
      and in relation to the Board of Directors' estimate of the future value of
      the Corporation as an independent entity, and

      B.  the social, legal and economic effects upon employees, suppliers,
      customers and on the communities in which the Corporation is located, as
      well as the long-term business prospects of the Corporation.

"Acquisitions proposal" means any proposal of any person (i) for a tender offer,
exchange  offer or any other method of acquiring  any equity  securities  of the
Corporation with a view to acquiring  control of the Corporation,  (ii) to merge
or consolidate the Corporation  with another  corporation,  (iii) to purchase or
otherwise  acquire all or  substantially  all the  properties  and assets of the
Corporation.

This Section  shall not be  interpreted  to create any rights on behalf of third
persons, such as employees, suppliers or customers.

                            ARTICLE IX

      SECTION 1.  ELIMINATION OF CERTAIN  LIABILITY OF DIRECTORS.  A director of
the  Corporation  shall  not be  personally  liable  to the  Corporation  or its
stockholders  for  monetary  damages  for  the  breach  of  fiduciary  duty as a
director,  except for  liability  (i) for any breach of the  director's  duty of
loyalty to the Corporation or its  stockholders,  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware  General  Corporation  Law, or (iv)
for any  transaction  from  which the  director  derived  an  improper  personal
benefit.
      SECTION 2.  INDEMNIFICATION AND INSURANCE.

           A. RIGHT TO  INDEMNIFICATION.  Each person who was or is made a party
       or is threatened to be made a party to or is involved in any action, suit
       or proceeding,  whether civil, criminal,  administrative or investigative
       (hereinafter a "proceeding"),  by reason of the fact that he or she, or a
       person  of  whom  he or  she  is the  legal  representative,  is or was a
       director  or officer of the  Corporation  or, if a director or officer of
       the Corporation, is or was serving at the request of the Corporation as a
       director,  officer,  employee  or agent of  another  corporation  or of a
       partnership, joint venture, trust or other enterprise,  including service
       with  respect  to  employee  benefit  plans,  whether  the  basis of such
       proceeding  is alleged  action in an  official  capacity as a director or
       officer or in any other  capacity while serving as a director or officer,
       shall be indemnified  and held harmless by the Corporation to the fullest
       extent  authorized by the Delaware  General  Corporation Law, as the same
       exists  or may  hereafter  be  amended  (but,  in the  case  of any  such
       amendment, only to the extent that such amendment permits the Corporation
       to provide  broader  indemnification  rights than said law  permitted the
       Corporation  to provide  prior to such  amendment),  against all expense,
       liability and loss (including  attorneys' fees,  judgments,  fines, ERISA
       excise taxes or penalties  and amounts paid or to be paid in  settlement)
       reasonably  incurred or suffered by such person in  connection  therewith
       and such indemnification  shall continue as to a person who has ceased to
       be a director  or officer  and shall  inure to the  benefit of his or her
       heirs, executors and administrators;  provided,  however, that, except as
       provided in paragraph B hereof,  the Corporation shall indemnify any such
       person seeking  indemnification  in connection with a proceeding (or part
       thereof)  initiated  by such  person  only if such  proceeding  (or  part
       thereof) was
<PAGE>
      authorized  by the Board of Directors of the  Corporation.  The right to
      indemnification  conferred in this Section  shall be a contract  right and
      shall  include  the  right  to be paid  by the  Corporation  the  expenses
      incurred  in  defending  any  such  proceeding  in  advance  of its  final
      disposition;  provided, however, that, if the Delaware General Corporation
      Law  requires,  the  payment of such  expenses  incurred  by a director or
      officer in his or her  capacity as a director  or officer  (and not in any
      other  capacity in which service was or is rendered by such person while a
      director or officer, including, without limitation, service to an employee
      benefit plan) in advance of the final  disposition of a proceeding,  shall
      be made only upon delivery to the Corporation of an undertaking,  by or on
      behalf of such director or officer, to repay all amounts so advanced if it
      shall  ultimately  be  determined  that such  director  or  officer is not
      entitled  to  be  indemnified   under  this  section  or  otherwise.   The
      Corporation   may,   by  action  of  its  Board  of   Directors,   provide
      indemnification  to employees and agents of the Corporation  with the same
      scope  and  effect  as the  foregoing  indemnification  of  directors  and
      officers.

           B. RIGHT OF CLAIMANT TO BRING SUIT.  If a claim under  paragraph A of
       this Section is not paid in full by the  Corporation  within  thirty days
       after a written claim has been received by the Corporation,  the Claimant
       may at any time thereafter  bring suit against the Corporation to recover
       the unpaid  amount of the claim and, if  successful  in whole or in part,
       the claimant shall be entitled to be paid also the expense of prosecuting
       such  claim.  It shall be a defense  to any such  action  (other  than an
       action brought to enforce a claim for expenses  incurred in defending any
       proceeding  in  advance  of its  final  disposition  where  the  required
       undertaking,  if any is required,  has been tendered to the  Corporation)
       that the  claimant  has not met the  standards  of conduct  which make it
       permissible   under  the  Delaware   General   Corporation  Law  for  the
       Corporation  to indemnify  the claimant for the amount  claimed,  but the
       burden of providing such defense shall be on the Corporation. Neither the
       failure  of  the   Corporation   (including   its  Board  of  Directors,
       stockholders or independent  legal counsel) to have made a determination
       prior to the  commencement  of such  action that  indemnification  of the
       claimant  is proper in the  circumstances  because  he or she has met the
       applicable  standard  of  conduct  set  forth  in  the  Delaware  General
       Corporation   Law,  nor  an  actual   determination  by  the  Corporation
       (including  its Board of Directors,  stockholders  or  independent  legal
       counsel)  that the  claimant  has not met  such  applicable  standard  of
       conduct,  shall be a defense to the action or create a  presumption  that
       the claimant has not met the applicable standard of conduct.

           C.  NON-EXCLUSIVITY OF RIGHTS.  The right to indemnification  and the
       payment of expenses  incurred in defending a proceeding in advance of its
       final disposition conferred in this Section shall not be exclusive of any
       other  right  which any person may have or  hereafter  acquire  under any
       statute,   provision  of  the  Certificate  of   Incorporation,   By-law,
       agreement, vote of stockholders or disinterested directors or otherwise.

           D.   INSURANCE. The corporation  may maintain insurance, at its
       expense, to protect itself and any director, officer, employee or agent
       of the Corporation or another corporation, partnership, joint venture,
       trust or other enterprise against any such expense, liability or loss,
       whether or not the Corporation would have the power to indemnify such
       person against such expense, liability or loss under the Delaware General
       Corporation Law.

                            ARTICLE X

      The name and mailing  address of the  incorporator  of the  Corporation is
      Robin Mariella, Suite 3300, One First National Plaza, Chicago, Illinois
      60603.

      The undersigned,  being the sole incorporator  hereinafter  named, for the
      purpose of forming a corporation  pursuant to the General Corporation Law
      of the State of Delaware, does make this Certificate of Incorporation, 
      hereby declaring and certifying that this is her act and deed and the 
      facts herein stated are true, and accordingly has set her hand this 20th
      day of November, 1986.


                                                           /s/ Robin Mariella
                                                           ------------------
                                                               Robin Mariella
<PAGE>
                      CERTIFICATE OF MERGER
                                OF
                        ANDREW CORPORATION
                               INTO
                    ANDREW MERGING CORPORATION

      Andrew Merging Corporation, a Delaware corporation, hereby certifies that:

      FIRST:  The name and state of incorporation of each of the constituent
      corporations is as follows:

                                                   State of
             Name                                Incorporation
             ----                                -------------

      Andrew Corporation                            Illinois
      Andrew Merging Corporation                    Delaware

      SECOND:  An Agreement and Plan of Merger dated December 18, 1986 has been
      approved, adopted, certified, executed and acknowledged by each of the 
      constituent corporations in accordance with the requirements of Section
      252(c) of the General Corporation Law of the State of Delaware.

      THIRD:  The name of the surviving corporation is Andrew Merging 
      Corporation, which shall be changed herein to Andrew Corporation.

      FOURTH: The Certificate of Incorporation of Andrew Merging Corporation as
      in effect on the date of filing of this certificate shall be the 
      Certificate of Incorporation of the surviving corporation, with the 
      following amendments:

          (a) Article  I of the Certificate of Incorporation of Andrew
          Merging  Corporation shall be amended to read in its entirety as
          follows:  "The name of the corporation (hereinafter called the
          "Corporation") is Andrew Corporation."

          (b) Article IV of the Certificate of  Incorporation  of Andrew Merging
          Corporation shall be amended to read in its entirety as follows:  "The
          total  number of shares of all classes of stock which the  Corporation
          shall have  authority to issue is  30,000,000  shares of Common Stock,
          $.01 par value  ("Common  Stock").  Holders of Common Stock shall have
          one vote in respect of each share held by them."

      FIFTH:  The  executed  Agreement  and  Plan  of  Merger  is on file at the
      principal place of business of the surviving  corporation,  the address of
      which is 10500 West 153rd Street, Orland Park, Illinois 60462.

      SIXTH:  A copy of the Agreement and Plan of Merger will be furnished by
      the surviving corporation, on request and without cost, to any stockholder
      of either constituent corporation.

      SEVENTH:  The authorized capital stock of Andrew Corporation is 30,000,000
      shares of Common Stock, $1.00 par value.

      IN WITNESS WHEREOF, Andrew Merging Corporation has caused this certificate
      to be duly executed by its officers thereunto duly authorized this 3rd
      day of February, 1987.

                                    ANDREW MERGING CORPORATION


                                By:/s/ Floyd L. English
                                   --------------------
                                       Floyd L. English
                                       President

ATTEST:
/s/ Charles R. Nicholas
-----------------------
Charles R. Nicholas
Secretary
                               -2-
<PAGE>
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                               ANDREW CORPORATION

       ANDREW  CORPORATION,  a corporation  organized and existing  under and by
virtue  of  the  General   Corporation   Law  of  the  State  of  Delaware  (the
"Corporation"), DOES HEREBY CERTIFY:

       FIRST:  That at a meeting of the Board of  Directors  of the  Corporation
held on November 11, 1993,  resolutions  were adopted  setting  forth a proposed
amendment of the Certificate of Incorporation of the Corporation, declaring said
amendment to be advisable and directing  that the amendment be considered at the
Annual Meeting of  Stockholders  of the Corporation to be held February 2, 1994.
The resolution setting forth the proposed amendment is as follows:

       "RESOLVED:  That Article IV of the Certificate of Incorporation of this
       corporation be amended to read in its entirety as follows:

                      The total  number of shares of stock of all classes  which
             the Corporation shall have authority to issue is 100,000,000 shares
             of Common Stock, $.01 par value ('Common Stock'). Holders of Common
             Stock shall have one vote in respect of each share held by them."

       SECOND:  That  thereafter,   pursuant  to  resolution  of  its  Board  of
Directors,  the Annual Meeting of the  Stockholders of the Corporation was fully
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 required by Section 242 of the General Corporation Law of the State of
Delaware 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,  ANDREW CORPORATION has caused this certificate to be
signed by Gregory F. Maruszak, its Vice President, Controller, and James F.
Petelle, its Secretary, this 2nd day of February 1994.


                                            ANDREW CORPORATION


                                            By:/s/ Gregory F. Maruszak
                                               ------------------------------
                                                   Gregory F. Maruszak
                                                   Vice President, Controller

ATTEST:

By:/s/ James F. Petelle
   --------------------
       James F. Petelle
       Secretary
<PAGE>
                        CERTIFICATE OF MERGER
                                 OF
                         THE ANTENNA COMPANY
                                INTO
                         ANDREW CORPORATION



     Andrew Corporation, a Delaware Corporation, hereby certifies that:

     FIRST:    The name and state of incorporation of each of the constituent
corporations is as follows:


Name
State of
Incorporation


Andrew Corporation
Delaware


The Antenna Company
Illinois


     SECOND: An Agreement and Plan of Merger dated January 25, 1996 has been
approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of Section 252(c)
of the General Corporation Law of the State of Delaware.

     THIRD:    The name of the surviving corporation is Andrew Corporation.

     FOURTH:    The Certificate of Incorporation of Andrew Corporation as in
effect on the date of filing of this certificate shall be the Certificate of
Incorporation of the surviving corporation.

     FIFTH: The executed Agreement and Plan of Merger is on file at the
principal place of business of Andrew Corporation, the surviving corporation,
the address of which is 10500 West 153rd Street, Orland Park, Illinois 60462.

     SIXTH:    A copy of the Agreement and Plan of Merger will be furnished by
the surviving corporation, on request and without cost, to any stockholder of
either constituent corporation.

     SEVENTH:    The authorized capital stock of The Antenna Company is 100,000
shares of Common Stock, $.10 par value.
<PAGE>
     IN WITNESS WHEREOF, Andrew Corporation has caused this certificate to be
duly executed by its officers thereunto duly authorized this 15th day of March
1996.

                         ANDREW CORPORATION


                              By:       /s/  Charles R. Nicholas
                                  Charles R. Nicholas
                                  Executive Vice President;
                                        Chief Financial Officer

ATTEST:

   /s/  James F. Petelle
James F. Petelle
Secretary
<PAGE>
                      CERTIFICATE OF AMENDMENT
                                 OF
                    CERTIFICATE OF INCORPORATION
                         ANDREW CORPORATION

     ANDREW CORPORATION, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:

     FIRST: That at a meeting of the Board of Directors of the Corporation held
on November 14, 1996, resolutions were adopted setting forth a proposed
amendment of the Certificate of Incorporation of the Corporation, declaring said
amendment to be advisable and directing that the amendment be considered at the
Annual Meeting of Stockholders of the Corporation to be held February 11, 1997.
The resolution setting forth the proposed amendment is as follows:

  "RESOLVED:  That Article Fourth IV of the Certificate of Incorporation of
this corporation be amended to read in its entirety as follows:

       The total number of shares of stock of all classes which the Corporation
       shall have authority to issue is 400,000,000 shares of Common Stock, $.01
       par value ("Common Stock"). Holders of Common Stock shall have one vote
       in respect of each share held by them."

     SECOND: That thereafter, pursuant to resolution of its Board of Directors,
the Annual Meeting of the Stockholders of the 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
required by Section 242 of the General Corporation Law of the State of  Delaware
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, ANDREW CORPORATION has caused this certificate to be
signed by Thomas E. Charlton, its Group President, Communication Systems, and
Eileen P. Tierney, its Assistant Secretary, this 18th day of February, 1997.

                               ANDREW CORPORATION

                                   By:     /s/  Thomas E. Charlton
                                        Thomas E. Charlton
                                        Group President, Communication
                                          Systems
ATTEST:

By:      /s/  Eileen P. Tierney
     Eileen P. Tierney
     Assistant Secretary