State of Delaware

                          Office of Secretary of State



         I, MICHAEL RATCHFORD, SECRETARY OF STAE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "BANNER INDUSTRIES, INC." FILED IN THIS OFFICE ON THE SIXTEENTH OF
NOVEMBER, A.D. 1990, AT 2 O'CLOCK P.M.








____/s/________________________________
Michael Ratchford, Secretary of State

                                AUTHENTICATION:                    *3538705
  722212068                     DATE:                              07/30/1992


<PAGE>


                           CERTIFICATION OF AMENDMENT

                                       OF
                     RETSTATED CERTIFICATE OF INCORPORATION



         BANNER  INDUSTRIES,  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 October 5, 1990, the Board of Directors of BANNER
INDUSTRIES, INC. duly adopted a resolution declaring that the amendments to the
Restated Certificate of Incorporation of said corporation set forth below were
advisable and directing that they be submitted for action thereon at the annual
meeting of the stockholders of BANNER INDUSTRIES, INC., on November 15, 1990:

         "RESOLVED, that the Title of the Restated Certificate of Incorporation
is amended to read as follows:

                     `RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                          THE FAIRCHILD CORPORATION.'"

         RESOLVED FURTHER, that Article FIRST of the Restated Certificate of
Incorporation of the Corporation is amended to read as follows:

                  `FIRST:  The  name of the  Corporation  is The  Fairchild
Corporation  (hereinafter  called  the "Corporation").'"

                  SECOND:  That on November 15, 1990 the  stockholders  of
BANNER  INDUSTRIES,  INC. duly adopted a resolution  setting forth amendments
to the Restated  Certificate of Incorporation  of BANNER  INDUSTRIES,  INC. as
follows:

       "RESOLVED, that the Title of the Restated Certificate of Incorporation is
amended to read as follows:

                     `RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                          THE FAIRCHILD CORPORATION.'"

         RESOLVED FURTHER, that Article FIRST of the Restated Certificate of
Incorporation of the Corporation is amended to read as follows:

                           FIRST:     The name of the Corporation is The
                                      Fairchild  Corporation  (hereinafter
                                      called the "Corporation").'"

         THIRD: That these amendments have been duly adopted in accordance with
the provisions of Section 242 of the General Corporation Law of the State of
Delaware.

         IN WITNESS WHEREOF, said BANNER INDUSTRIES, INC. has caused its
corporate seal to be hereunto affixed and this Certificate to be signed by its
Vice President and attested by its Secretary this 16th day of November, 1990.

                                                  BANNER INDUSTRIES, INC.


                                                  By:___________________________
                                                           Vice President


ATTEST:
         By: ________________________
                     Secretary



<PAGE>


STATE OF VIRGINIA )
                  )ss:
COUNTY OF LOUDOUN )

         BE IT REMEMBERED that on this 16th day of November, 1990 personally
came before me, a Notary Public in and for the Country and Sate of aforesaid,
John L. Flynn, Vice President of BANNER INDUSTRIES, INC., a Corporation of the
State of Delaware, and he duly executed said Certificate before me and
acknowledged the said Certificate to be his act and deed and the act and deed of
said Corporation and the facts stated therein are true; and that the seal
affixed to said Certificate and attested by the Secretary of said Corporation is
the common or corporate seal of said Corporation.

         IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.



                           Bonnie Gullichion
                         ---------------------
                           Notary Public

My commission expires on: 9/30/1994