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                                                                   EXHIBIT 3.1

                      RESTATED CERTIFICATE OF INCORPORATION OF
                           DIGITAL MICROWAVE CORPORATION

                    Digital Microwave Corporation, a corporation organized 
and existing under the laws of the State of Delaware, hereby certifies as 
follows:

          1.  The original Certificate of Incorporation of this corporation 
was filed with the Secretary of State of Delaware on February 13, 1987.

          2.  This Restated Certificate of Incorporation was duly adopted by 
the Board of Directors of the corporation on February 27, 1987 in accordance 
with the provisions of Sections 241 and 245 of the General Corporation Law of 
the State of Delaware.  The Corporation has not received payment for any of 
its stock.  The Restated Certificate of Incorporation restates, integrates 
and further amends the original Certificate of Incorporation by increasing 
the authorized capital stock and making other conforming changes to Article 
IV.  The text of the Restated Certificate of Incorporation as amended and 
restated shall be read in full as follows:

                                   ARTICLE I

                    The name of this corporation is Digital Microwave
Corporation.
                                          
                                     ARTICLE II

                    The address of the registered office of the corporation 
in the State of Delaware is 1209 Orange Street, the City of Wilmington, 
County of New Castle, and the name of its registered agent at that address 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 Delaware.

                                    ARTICLE IV

          (A)  Classes of Stock.  

                    This corporation is authorized to issue two classes of 
shares to be designated, respectively, "Preferred Stock" and "Common Stock." 
The total number of shares which the corporation is authorized to issue is 
thirty-five million (35,000,000).  Five million (5,000,000) shares shall be 
Preferred Stock, consisting of 1,000,000 shares designated Series A Preferred 
Stock and 500,000 shares designated Series B Preferred Stock and thirty 
million (30,000,000) shares shall be Common Stock.  The Preferred Stock shall 
have a par value of $.01 per share; the Common Stock shall have a par value 
of $.01 per share.

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          (B)  THE RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF THE 
SERIES A AND SERIES B PREFERRED STOCK (COLLECTIVELY, THE "PREFERRED STOCK") 
ARE FIXED AND DETERMINED AS SET FORTH BELOW.

                    The number of authorized shares of Preferred Stock may be 
increased or decreased (but not below the number of shares thereof then 
outstanding) by the affirmative vote of the holders of a majority of the 
shares of Preferred Stock and Common Stock then outstanding, voting as a 
single class. Except as to the Series A and Series B Preferred Stock and 
except as otherwise provided in this Certificate of Incorporation, the Board 
of Directors is hereby authorized to fix or alter the rights, preferences, 
privileges and restrictions granted to or imposed upon such additional series 
of Preferred Stock, and the number of shares constituting any such series and 
the designation thereof, or any of them.  They Board of Directors is also 
authorized to decrease the number of shares of any series, subsequent to the 
issue of that series, but not below the number of shares of such series then 
outstanding.  In case the number of shares of any series shall be so 
decreased, the shares constituting such decrease shall resume the status 
which they had prior to the adoption of the resolution originally fixing the 
number of shares of such series.  Unless otherwise specified, all 
cross-references in this part (B) are to other paragraphs contained herein.

     1.  DIVIDEND PROVISIONS.

                    (a)  The holders of shares of Series A and Series B 
Preferred Stock shall be entitled to receive distributions (as defined 
below), out of any assets legally available therefor, when, as and if 
declared by the Board of Directors; provided that no distribution shall be 
paid on the shares of Common Stock unless a distribution in the same amount 
per share is paid contemporaneously on the shares of Series A and Series B 
Preferred Stock, on the basis of the number of shares of Common Stock into 
which such shares of Series A and Series B Preferred Stock would be 
convertible as provided in paragraph 4 on the record date for determining the 
holder of Common Stock entitled to such dividends.

                    (b)  For purposes of this paragraph 1, unless the context 
otherwise requires, distribution shall mean the transfer of cash or property 
without consideration (other than under paragraphs 2 or 5 hereof), whether by 
way of dividend or otherwise, payable other than in Common Stock, or the 
purchase or redemption of shares of this corporation (other than repurchases 
of Common Stock held by employees or consultants of this corporation upon 
termination of their employment or services pursuant to agreements providing 
for such repurchase) for cash or property, including any such transfer, 
purchase or redemption by a subsidiary of this corporation.

     2.  LIQUIDATION PREFERENCE.

                    (a)  In the event of any liquidation, dissolution or 
winding up of this corporation, whether voluntary or involuntary, the holders 
of shares of Series A and Series B Preferred Stock shall be entitled to 
receive, prior and in preference to any distribution of any of the assets of 
this corporation to the holders of Common


                                      2

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Stock by reason of their ownership thereof, an amount per share of (i) $3.50 
for each outstanding share of Series A Preferred Stock (the "Original Series 
A Issue Price") held by such holder, (ii) $6.00 for each outstanding share of 
Series B Preferred Stock (the "Original Series B Issue Price") held by such 
holder (the Original Series A Issue Price and the Original Series B Issue 
Price being referred to collectively as the "Original Issue Price"), and 
(iii) an amount equal to the declared but unpaid dividends, if any, on each 
such share.  If upon the occurrence of such event, the assets and funds 
available to be distributed among the holders of shares of Series A and 
Series B Preferred Stock and any other series of Preferred Stock which ranks 
on a parity with the Series A and Series B Preferred Stock in liquidation 
(the "Parity Preferred") shall be insufficient to permit the payment to such 
holders of the full aforesaid preferential amounts, then the entire assets 
and funds of this corporation legally available for distribution shall be 
distributed ratably among the holders of the Series A and Series B Preferred 
Stock and the Parity Preferred in proportion to the full preferential amount 
each such holder is otherwise entitled to receive.

                    (b)  Upon the completion of the distribution required by 
paragraph 2(a), if assets remain in this corporation, the holders of shares 
of Common Stock shall be entitled to receive the amount per share of $3.50 
(adjusted to reflect subsequent stock dividends, stock splits or 
recapitalizations) for each outstanding share of Common Stock held by them.  
If upon the completion of the distribution required by paragraph 2(a), the 
assets and funds available to be distributed among the holders of shares of 
Common Stock shall be insufficient to permit the payment to such holders of 
the full aforesaid amounts, then the remaining assets and funds of this 
corporation legally available for distribution shall be distributed ratably 
among the holders of the Common Stock in proportion to the full preferential 
amount each such holder is otherwise entitled to receive.

                    (c)  Upon the completion of the distributions required by 
paragraphs 2(a) and (b), if assets remain in this corporation, the remaining 
assets and funds of the corporation shall be distributed ratably among the 
holders of the then outstanding shares of Series A and Series B Preferred 
Stock, Parity Preferred and Common Stock of this corporation in the same 
proportion as the number of shares of outstanding Series A and Series B 
Preferred Stock and Parity Preferred then held by each of them bears to the 
total number of shares of outstanding Common Stock and Common Stock issuable 
upon conversion of outstanding Series A and Series B Preferred Stock and 
Parity Preferred.

                    (d)  A sale, conveyance or disposition of all or 
substantially all of the assets of this corporation, or a consolidation or 
merger of this corporation with or into any other corporation in which the 
stockholders of this corporation own less than a majority of the combined 
voting power of the surviving corporation, shall not be considered to be a 
liquidation, dissolution or winding up within the meaning of this paragraph 
2, but shall instead be treated pursuant to paragraph 5 hereof.


                                       3

<PAGE>

               3.  REDEMPTION.

                    (a)  On or at any time after the receipt by this 
corporation from the holders of a majority of the then outstanding shares of 
Series A and Series B Preferred Stock of their written consent to redemption 
hereunder of their respective shares, this corporation may at any time it may 
lawfully do so, at the option of the Board of Directors, redeem in whole or 
in part the respective outstanding shares of Series A and Series B Preferred 
Stock by paying in cash therefor a sum equal to the respective Original Issue 
Price per share, together with any dividend on each such share that has been 
declared but remains unpaid prior to the Redemption Date (as hereinafter 
defined) (such total amount being hereinafter referred to as the "Redemption 
Price").

                    (b)  On or at any time after March 31, 1987, this 
corporation may at any time it may lawfully do so, at the option of the Board 
of Directors, redeem in whole or in part the outstanding shares of Series A 
Preferred Stock by paying in cash therefor a sum equal to the Redemption 
Price for such Series A Preferred Stock.  On or at any time after December 
31, 1987, this corporation may at any time it may lawfully do so, at the 
option of the Board of Directors, redeem in whole or in part the outstanding 
shares of Series B Preferred Stock by paying in cash therefor a sum equal to 
the Redemption Price for such Series B Preferred Stock.

                    (c)  (i)  In the event of any redemption of only a part 
of the then outstanding shares of Series A and Series B Preferred Stock, this 
corporation shall effect such redemption pro rata according to the number of 
shares held by each holder thereof.

                         (ii)  At least 30 but no more than 60 days prior to 
each date fixed pursuant to paragraphs 3(a) or 3(b) for any redemption of 
shares of Series A and Series B Preferred Stock (the "Redemption Date"), 
written notice shall be mailed, postage prepaid, to each holder of record (at 
the close of business on the business day next preceding the day on which 
notice is given) of shares of Series A and Series B Preferred Stock to be 
redeemed, at the address for such holder as it appears on the stock transfer 
books of this corporation, notifying such holder of the redemption to be 
effected, specifying the Redemption Date, the Redemption Price, the place at 
which payment may be obtained and the date on which such holder's Conversion 
Rights (as hereinafter defined) as to such shares terminate and calling upon 
such holder to surrender to this corporation, in the manner and at the place 
designated, his certificate or certificates representing the shares to be 
redeemed less the number of shares converted between such Notice Date and the 
Redemption Date (the "Redemption Notice").  Except as provided in paragraph 
3(c)(iii), on or after the Redemption Date, each holder of shares of Series A 
and Series B Preferred Stock to be redeemed shall surrender to this 
corporation the certificate or certificates representing such shares, in the 
manner and at the place designated in the Redemption Notice, and thereupon 
the Redemption Price of such shares shall be payable to the order of the 
person whose name appears on such certificate or certificates as the owner 
thereof.  Shares of Series A and Series B Preferred Stock that are redeemed 
shall be cancelled and shall not be reissued.  In the event less than all the 
shares


                                       4

<PAGE>

represented by any such certificate are redeemed, a new certificate shall be 
issued representing the unredeemed shares.

                         (iii)   From and after the Redemption Date, unless 
there shall have been a default in payment of the Redemption Price, all 
rights of the holders of the shares designated for redemption in the 
Redemption Notice, as holders of shares of Series A and Series B Preferred 
Stock (except the right to receive the Redemption Price without interest upon 
surrender of their certificate or certificates), shall cease with respect to 
such shares, and such shares shall not thereafter be transferred on the books 
of this corporation or be deemed to be outstanding for any purpose 
whatsoever.  The shares of Series A and Series B Preferred Stock not redeemed 
shall remain outstanding and entitled to all the rights and preferences 
provided herein.

                         (iv)  Three days prior to the Redemption Date, this 
corporation shall either

                                   (A)  actually deliver to each of the 
               holders of the shares to be redeemed a cashier's or 
               certified check in an amount equal to the Redemption 
               Price of such holder's shares to be redeemed, or

                                   (B)  deposit the Redemption Price of 
               all outstanding shares of Series A and Series B Preferred 
               Stock designated for redemption in the Redemption Notice, 
               and not yet redeemed or converted, with a bank or trust 
               company having aggregate stated capital and surplus in 
               excess of $50,000,000, as a trust fund for the benefit of 
               the holders of the shares designated for redemption and 
               not yet redeemed and simultaneously deposit irrevocable 
               instruction and authority to such bank or trust company 
               to pay, on and after the date fixed for redemption or 
               prior thereto, the Redemption Price of each share to the 
               holders thereof upon surrender of their certificates.

Any moneys delivered or deposited by this corporation pursuant to this 
paragraph 3(c)(iv) for the redemption of shares which are thereafter 
converted into shares of Common Stock pursuant to paragraph 4 hereof no later 
than the Redemption Date, shall be returned to this corporation forthwith 
upon such conversion.  The balance of any moneys deposited by this 
corporation pursuant to paragraph 3(c)(iv)(B) remaining unclaimed at the 
expiration of ninety (90) days following the Redemption Date shall thereafter 
be returned to this corporation upon its request expressed in a resolution of 
its Board of Directors, provided that the stockholder to which such moneys 
would be payable hereunder shall be entitled, upon proof of its ownership of 
the Series A and Series B Preferred Stock and payment of any bond requested 
by the Company, to receive such monies but without interest from the 
Redemption Date.


                                      5

<PAGE>

               4. CONVERSION.  The holders of outstanding shares of Series A 
and Series B Preferred Stock shall have conversion rights as follows (the 
"Conversion Rights"):

                    (a)  RIGHT TO CONVERT; AUTOMATIC CONVERSION.

                              (i)  Subject to paragraph 4(c), each share 
               of Series A and Series B Preferred Stock shall be 
               convertible, at the option of the holder thereof, at any 
               time after the date of issuance of such share and prior 
               to the close of business on any Redemption Date as may 
               have been fixed in any Redemption Notice with respect to 
               such share, at the office of this corporation or any 
               transfer agent for such shares, into such number of fully 
               paid and nonassessable shares of Common Stock as is 
               determined by dividing the Original Issue Price by the 
               Conversion Price at the time in effect for such share.  
               The initial Conversion Price per share for shares of 
               Series A Preferred Stock and Series B Preferred Stock 
               shall be $.875 and $1.50, respectively; provided, 
               however, that the Conversion Price for shares of Series A 
               and Series B Preferred Stock shall be subject to 
               adjustment as set forth in paragraph 4(c).

                              (ii)  In the event this corporation gives a 
               Redemption Notice with respect to any shares of Series A 
               or Series B Preferred Stock pursuant to paragraph 3 
               hereof, the Conversion Rights shall terminate as to the 
               shares designated for redemption at the close of business 
               on the Redemption Date, unless default is made in payment 
               of the Redemption Price.

                            (iii)  Each share of Series A and Series B 
               Preferred Stock shall automatically be converted into 
               shares of Common Stock at the Conversion Price at the 
               time in effect for such Series A and Series B Preferred 
               Stock immediately upon the closing of this corporation's 
               underwritten sale of its Common Stock pursuant to a 
               registration statement under the Securities Act of 1933, 
               as amended (other than a registration statement 
               registering an employee benefit plan or an SEC Rule 145 
               transaction), which results in aggregate cash proceeds to 
               this corporation of at least $5,000,000, and the public 
               offering price of which is not less than $3.00 per share 
               (adjusted to reflect subsequent stock dividends, stock 
               splits or recapitalizations).

                         (b)  MECHANICS OF CONVERSION.  Before any holder of 
shares of Series A or Series B Preferred Stock shall be entitled to convert 
the same into shares of Common Stock, he shall surrender the certificate or 
certificates therefor, duly endorsed, at the office of this corporation or of 
any transfer agent for such shares, and shall give written notice by mail, 
postage prepaid, to this corporation at its principal corporate office, of 
the election to convert the same and shall state therein the name or names in 
which the certificate or certificates for shares of Common Stock are to be 
issued. This corporation shall, as soon as practicable thereafter, issue and 
deliver at such 


                                       6

<PAGE>

office to such holder of shares of Series A or Series B Preferred Stock, or 
to the nominee or nominees of such holder, a certificate or certificates for 
the number of shares of Common Stock to which such holder shall be entitled 
as aforesaid.  Such conversion shall be deemed to have been made immediately 
prior to the close of business on the date of such surrender of the 
certificate or certificates representing the share of Series A or Series B 
Preferred Stock to be converted, and the person or persons entitled to 
receive the shares of Common Stock issuable upon such conversion shall be 
treated for all purposes as the record holder or holders of such shares of 
Common Stock as of such date.

                    (c)  CONVERSION PRICE ADJUSTMENTS OF PREFERRED STOCK.  
The Conversion Price of the shares of Series A and Series B Preferred Stock 
shall be subject to adjustment from time to time as follows:

                              (i)  (A)  If this corporation shall issue any 
               Additional Stock (as hereinafter defined) without 
               consideration or for a consideration per share less than the 
               Conversion Price for shares of Series A Preferred Stock in 
               effect immediately prior to the issuance of such Additional 
               Stock the Conversion Price for the shares of Series A 
               Preferred Stock in effect immediately prior to each such 
               issuance shall forthwith (except as otherwise provided in this 
               clause (i)) be reduced to:

                              the Conversion Price determined by dividing (X) 
               an amount equal to the sum of (a) the product derived by 
               multiplying such Conversion Price in effect immediately prior 
               to such issue or sale times the number of shares of Common 
               Stock Deemed Outstanding (as hereinafter defined) immediately 
               prior to such issue or sale, plus (b) the consideration, if 
               any, received or deemed to be received by this corporation 
               upon such issue or sale, by (Y) the number of shares of Common 
               Stock Deemed Outstanding immediately after such issue or sale.

                              (B) If this corporation shall issue any 
               Additional Stock (as hereinafter defined) prior to December 
               24, 1988 for a consideration per share less than the 
               Conversion Price for shares of Series B Preferred Stock in 
               effect immediately prior to the issuance of such Additional 
               Stock, the Conversion Price for the shares of Series B 
               Preferred Stock in effect immediately prior to each such 
               issuance shall forthwith (except as otherwise provided in this 
               clause (i)) be reduced to the lower of (X) the consideration 
               per share of such Additional Stock but not lower than $4.00 
               per share or (Y) the Conversion Price determined pursuant to 
               paragraph 4(c)(i)(C).

                              (C) Except as provided in paragraph 4(c)(i)(B), 
               if this corporation shall issue any Additional Stock (as 
               hereinafter defined) without consideration or for a 
               consideration per share less than the Conversion Price for 
               shares of Series B Preferred Stock in effect immediately prior 
               to the issuance of such Additional Stock, the Conversion Price 
               for the shares of Series B Preferred Stock in effect 


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<PAGE>

               immediately prior to each such issuance shall forthwith 
               (except as otherwise provided in this clause (i)) be reduced 
               to:

                                       the Conversion Price determined by 
               dividing (X) an amount equal to the sum of (a) the product 
               derived by multiplying such Conversion Price in effect 
               immediately prior to such issue or sale times the number of 
               shares of Common Stock Deemed Outstanding (as hereinafter 
               defined) immediately prior to such issue or sale, plus (b) the 
               consideration, if any, received or deemed to be received by this 
               corporation upon such issue or sale, by (Y) the number of shares 
               of Common Stock Deemed Outstanding immediately after such issue 
               or sale.

                                       The number of shares of "Common Stock 
               Deemed Outstanding" shall equal the sum of the number of shares 
               of Common Stock then outstanding plus the number of shares of 
               Common Stock then obtainable pursuant to (aa) options to 
               purchase or rights to subscribe for Common Stock, (bb) 
               securities by their terms convertible into or exchangeable for 
               Common Stock and (cc) options to purchase or rights to subscribe 
               for such convertible or exchangeable securities.

                              (D) No adjustment of the Conversion Prices for 
               shares of Series A and Series B Preferred Stock shall be made 
               in an amount less than five cents per share, provided that any 
               adjustment that is not required to be made by reason of this 
               sentence shall be carried forward and taken into account in 
               any subsequent adjustment.  Except to the limited extent 
               provided for in paragraphs (4)(c)(i)(G)(3), (c)(i)(G)(4) and 
               (c)(v), no adjustment of such Conversion Prices shall have the 
               effect of increasing the Conversion Prices above the 
               Conversion Prices in effect immediately prior to such 
               adjustment.

                              (E) In the case of the issuance of Common Stock 
               for cash, the consideration shall be deemed to be the amount 
               of cash paid therefor before deducting any discounts, 
               commissions or other expenses allowed, paid or incurred by 
               this corporation for any underwriting or otherwise in 
               connection with the issuance and sale thereof.

                              (F) In the case of the issuance of Common Stock 
               for a consideration in whole or in part other than cash, the 
               consideration other than cash shall be deemed to be the fair 
               value thereof as determined by the Board of Directors 
               irrespective of any accounting treatment.

                              (G) In the case of the issuance of options to 
               purchase or rights to subscribe for Common Stock, securities 
               by their terms convertible into or exchangeable for Common 
               Stock or options to purchase or rights to subscribe for such 
               convertible or exchangeable 


                                      8

<PAGE>

               securities (where the shares of Common Stock issuable upon 
               exercise of such options or rights or upon conversion or 
               exchange of such securities are not excluded from the 
               definition of Additional Stock), the following provisions 
               shall apply:

                                        (1) the aggregate maximum number of 
               shares of Common Stock deliverable upon exercise of such 
               options to purchase or rights to subscribe for Common Stock 
               shall be deemed to have been issued at the time such options 
               or rights were issued and for a consideration equal to the 
               consideration (determined in the manner provided in paragraphs 
               4(c)(i)(E) and (c)(i)(F)), if any, received by the corporation 
               upon the issuance of such options or rights plus the minimum 
               purchase price provided in such options or rights for the 
               Common Stock covered thereby;

                                        (2) the aggregate maximum number of 
               shares of Common Stock deliverable upon conversion of or in 
               exchange for any such convertible or exchangeable securities 
               or upon the exercise of options to purchase or rights to 
               subscribe for such convertible or exchangeable securities and 
               subsequent conversion or exchange thereof shall be deemed to 
               have been issued at the time such securities were issued or 
               such options or rights were issued and for a consideration 
               equal to the consideration, if any, received by this 
               corporation for any such securities and related options or 
               rights (excluding any cash received on account of accrued 
               interest or accrued dividends), plus the additional 
               consideration, if any, to be received by the corporation upon 
               the conversion or exchange of such securities or the exercise 
               of any related options or rights (the consideration in each 
               case to be determined in the manner provided in paragraphs 
               4(c)(i)(E) and (c)(i)(F));

                                        (3) In the event of any change in the 
               number of shares of Common Stock deliverable upon exercise of 
               such options or rights or upon conversion of or in exchange 
               for such convertible or exchangeable securities, including, 
               but not limited to, a change resulting from the antidilution 
               provisions thereof, the Conversion Prices in effect at the 
               time for the Series A and Series B Preferred Stock shall 
               forthwith be readjusted to such Conversion Prices as would 
               have been obtained had the adjustment that was made upon the 
               issuance of such options, rights or securities not converted 
               prior to such change or the options or rights related to such 
               securities not converted prior to such change been made upon 
               the basis of such change, but no further adjustment shall be 
               made for the actual issuance of Common Stock upon the exercise 
               of any such options or rights or the conversion or exchange of 
               such securities;

                                        (4) Upon the expiration of any such 
               options or rights, the termination of any such rights to 
               convert or 


                                      9

<PAGE>

               exchange or the expiration of any options or rights related to 
               such convertible or exchangeable securities, the Conversion 
               Prices for the Series A and Series B Preferred Stock shall 
               forthwith be readjusted to such Conversion Prices as would 
               have been obtained had the adjustment which was made upon the 
               issuance of such options, rights or securities or options or 
               rights related to such securities been made upon the basis of 
               the issuance of only the number of shares of Common Stock 
               actually issued upon the exercise of such options or rights, 
               upon the conversion or exchange of such securities or upon the 
               exercise of the options or rights related to such securities.

               (ii) For purposes of paragraphs 4(c)(i)(A) and 4(c)(i)(C), 
"Additional Stock" shall mean any shares of Common Stock issued (or deemed to 
have been issued pursuant to paragraph 4(c)(i)(G)) by this corporation after 
the closing date of the Series A Stock Purchase Agreement ("Series A Purchase 
Date") with respect to the Series A Preferred Stock and the closing date of 
the Series B Stock Purchase Agreement ("Series B Purchase Date") with respect 
to the Series B Preferred Stock other than:

                                   (A) Common Stock issued pursuant to a 
               transaction described in paragraph 4(c)(iv), 

                                   (B) Up to 1,432,000 shares of Common Stock 
               (adjusted to reflect subsequent stock dividends, stock splits 
               or recapitalizations) issued or issuable to employees, 
               officers, directors or consultants of this corporation under 
               any stock option, stock purchase or similar plan,

                                   (C) Common Stock issued or issuable upon 
               conversion of shares of Series A and Series B Preferred Stock,

                                   (D) Up to 92,676 shares of Series A 
               Preferred Stock (adjusted to reflect subsequent stock 
               dividends, stock splits or recapitalizations) issued or 
               issuable to Tech Associates pursuant to a Multi-Tenant Lease 
               Agreement dated April 1, 1984, as amended by a First Amendment 
               and Supplement to Multi-Tenant Lease Agreement dated August 
               31, 1984, or

                                   (E) Up to 370,856 shares of Series A 
               Preferred Stock (adjusted to reflect subsequent stock 
               dividends, stock splits or recapitalizations) issued or 
               issuable to Microelectronics Technology, Inc. pursuant to the 
               Stock Purchase Agreement dated March 9, 1984 between this 
               corporation and Microelectronics Technology, Inc.

               (iii)     For purposes of paragraph 4(c)(i)(B), "Additional 
Stock" shall mean any shares of Common Stock issued (or deemed to have 


                                      10

<PAGE>

been issued pursuant to paragraph 4(c)(i)(G)) by this corporation after the 
Series B Purchase Date other than:

                    (A) Shares of Common Stock or Series A Preferred Stock 
               referred to in paragraphs 4(c)(ii)(A), 4(c)(ii)(C), 4(c)(ii)(D) 
               and 4(c)(ii)(E),

                    (B) Shares of Common Stock issued or issuable to employees, 
               officers, directors or consultants of this corporation under any 
               stock option, stock purchase or similar plan, or

                    (C) Up to 400,000 shares of Common Stock (adjusted to 
               reflect subsequent stock dividends, stock splits or 
               recapitalizations) issued or issuable by this corporation as 
               payment for services rendered to this corporation.

               (iv) In the event this corporation should at any time or from 
time to time after the Series A Purchase Date with respect to the Series A 
Preferred Stock and the Series B Purchase Date with respect to the Series B 
Preferred Stock fix a record date for the effectuation of a split or 
subdivision of the outstanding shares of Common Stock or the determination of 
holders of Common Stock entitled to receive a dividend or other distribution 
payable in additional shares of Common Stock or other securities or rights 
convertible into, or entitling the holder thereof to receive, directly or 
indirectly, additional shares of Common Stock (hereinafter referred to as 
"Common Stock Equivalents") without payment of any consideration by such 
holder for the additional shares of Common Stock or the Common Stock 
Equivalents (including the additional shares of Common Stock issuable upon 
conversion or exercise thereof), then, as of such record date (or the date of 
such dividend distribution, split or subdivision if no record date is fixed), 
the Conversion Prices of the Series A and Series B Preferred Stock shall be 
appropriately decreased so that the number of shares of Common Stock issuable 
on conversion of each such share shall be increased in proportion to such 
increase of outstanding shares determined by taking paragraph 4(e)(i)(G) into 
account.

               (v)  If the number of shares of Common Stock outstanding at 
any time after the Series A Purchase date with respect to the Series A 
Preferred Stock and the Series B Purchase Date with respect to the Series B 
Preferred Stock is decreased by a combination of the outstanding shares of 
Common Stock, then, as of the record date of such combination, the Conversion 
Prices for the Series A and Series B Preferred Stock shall be appropriately 
increased so that the number of shares of Common Stock issuable on conversion 
of each such share shall be decreased in proportion to such decrease in 
outstanding shares.

                    (d)  OTHER DISTRIBUTIONS.  In the event this corporation 
shall declare a distribution payable in securities of other persons, 
evidences of indebtedness issued by this corporation or other persons, assets 
(excluding cash dividends) or options or rights not referred to in paragraph 
4(c)(iv) hereof, then, in each such case for the purpose of this paragraph 
(d), the holders of the Series A and Series B 


                                      11

<PAGE>

Preferred Stock shall be entitled to a proportionate share of any such 
distribution as though they were the holders of the number of shares of 
Common Stock of the corporation into which their shares of Series A and 
Series B Preferred Stock are convertible as of the record date fixed for the 
determination of the holders of Common Stock of the corporation entitled to 
receive such distribution.

                    (e)  RECAPITALIZATIONS.  If at any time or from time to 
time there shall be a recapitalization of the Common Stock (other than a 
subdivision, combination or merger or sale of assets transaction provided for 
elsewhere in this paragraph 4 or paragraph 5), provision shall be made (in 
form and substance satisfactory to the holders of a majority of the Series A 
and Series B Preferred Stock then outstanding) so that the holders of the 
Series A and Series B Preferred Stock shall thereafter be entitled to 
receive, upon conversion of the Series A and Series B Preferred Stock, such 
shares or other securities or property of the corporation or otherwise, to 
which a holder of Common Stock deliverable upon conversion would have been 
entitled on such recapitalization. In any such case, appropriate adjustment 
shall be made in the application of the provisions of this paragraph 4 with 
respect to the rights of the holders of the Series A and Series B Preferred 
Stock after the recapitalization to the end that the provisions of this 
paragraph 4 with respect to the rights of the holders of the Series A and 
Series B Preferred Stock after the recapitalization to the end that the 
provisions of this paragraph 4 (including adjustment of the Conversion Prices 
then in effect and the number of shares purchasable upon conversion of shares 
of Series A and Series B Preferred Stock) shall be applicable after that 
event as nearly equivalent as may be practicable.

                    (f)  NO IMPAIRMENT.  This corporation will not, by 
amendment of its Articles of Incorporation or through any reorganization, 
recapitalization, transfer of assets, consolidation, merger, dissolution, 
issue or sale of securities or any other voluntary action, avoid the 
observance or performance of any of the terms to be observed or performed 
hereunder by this corporation, but will at all times in good faith assist in 
the carrying out of all the provisions of this paragraph 4 and in the taking 
of all such action as may be necessary or appropriate in order to protect the 
Conversion Rights of the holders of the Series A and Series B Preferred Stock 
against impairment.

                    (g)  NO FRACTIONAL SHARES AND CERTIFICATE AS TO 
ADJUSTMENTS.

                         (i)  No fractional shares shall be issued upon 
conversion of shares of Series A and Series B Preferred Stock.  In lieu of 
fractional shares, this corporation shall pay cash equal to such fraction 
multiplied by the then fair market value of a share of Common Stock, as 
determined by the Board of Directors.  Whether or not fractional shares would 
be issuable upon such conversion shall be determined on the basis of the 
total number of shares of Series A and Series B Preferred Stock the holder is 
at the time converting into Common Stock and the number of shares of Common 
Stock issuable upon such aggregate conversion.


                                      12

<PAGE>

                         (ii) Upon the occurrence of each adjustment or 
readjustment of the Conversion Prices of Series A or Series B Preferred Stock 
pursuant to this paragraph 4, this corporation, at its expense, shall 
promptly compute such adjustment or readjustment in accordance with the terms 
hereof and prepare and furnish to each holder of shares of Series A or Series 
B Preferred Stock a certificate setting forth such adjustment or readjustment 
and showing in detail the facts upon which such adjustment or readjustment is 
based.  This corporation shall, upon the written request at any time of any 
holder of shares of Series A or Series B Preferred Stock, furnish or cause to 
be furnished to such holder a like certificate setting forth (A) and 
adjustment and readjustment, (B) the Conversion Price at the time in effect, 
and (C) the number of shares of Common Stock and the amount, if any, of other 
property which at the time would be received upon the conversion of a share 
of Series A or Series B Preferred Stock.

                    (h)  NOTICE OF RECORD DATE.  In the event of any taking 
by this corporation of a record of its stockholders for the purpose of 
determining stockholders who are entitled to receive payment of any dividend 
(other than a cash dividend) or other distribution, any right to subscribe 
for, purchase or otherwise acquire any shares of any class or any other 
securities or property, or to receive any other right, this corporation shall 
mail to each holder of shares of Series A and Series B Preferred Stock, at 
least 20 days prior to the date specified therein, a notice specifying the 
date on which any such record is to be taken for the purpose of such 
dividend, distribution or right, and the amount and character of such 
dividend, distribution or right.

                    (i)  RESERVATION OF SHARES ISSUABLE UPON CONVERSION.  
This corporation shall at all times reserve and keep available out of its 
authorized but unissued shares of Common Stock, solely for the purpose of 
effecting the conversion of the shares of Series A and Series B Preferred 
Stock, such number of its shares of Common Stock as shall from time to time 
be sufficient to effect the conversion of all outstanding shares of Series A 
and Series B Preferred Stock; and if at any time the number of authorized but 
unissued shares of Common Stock shall not be sufficient to effect the 
conversion of all then outstanding shares of Series A and Series B Preferred 
Stock, this corporation will take such corporate action as may, in the 
opinion of its counsel, be necessary to increase its authorized but unissued 
shares of Common Stock to such number of shares as shall be sufficient for 
such purposes.

                    (j)  NOTICES.  Any notice required by the provisions of 
this paragraph 4 to be given to the holders of shares of Series A and Series 
B Preferred Stock shall be deemed to be delivered when deposited in the 
United States mail, postage prepaid, registered or certified, and addressed 
to each holder of record at his address appearing on the stock transfer books 
of this corporation.

               5.   MERGER, CONSOLIDATION.

                    (a)  At any time, in the event of:

                         (i)  any consolidation or merger of the
corporation with or into any other corporation in which the stockholders of this


                                      13

<PAGE>

corporation own less than a majority of the combined voting power of the 
surviving corporation, or

                         (ii) a sale of all or substantially all of the 
assets of the corporation,

then holders of the Series A and Series B Preferred Stock and the Parity 
Preferred shall first receive for each share of such stock in cash or in 
securities received from the acquiring corporation, or in a combination 
thereof, at the closing of any such transaction, an amount equal to the 
respective preferential amounts to which such holders would be entitled on 
liquidation of the corporation, and the remaining proceeds of such 
transaction shall be distributed as a Shared Allocation (as defined in 
paragraph 5(b)).  Such payments shall be made with respect to the Series A 
and Series B Preferred Stock (A) by redemption of such shares pursuant to 
paragraph 3(c) (provided that in such event, (i) the date of closing of such 
transaction shall, for purposes of this subparagraph, be deemed to be the 
"Redemption Date" and (ii) only twenty (20) days' prior notice of the date 
fixed for redemption need be given) or (B) by purchase of such shares of 
Series A or Series B Preferred Stock by the surviving corporation, entity or 
person or by a third party.  In the event the full amount of such payment is 
not paid to the holders of the Series A and Series B Preferred Stock and the 
Parity Preferred upon or immediately prior to such transaction in accordance 
herewith, then the entire amount payable in respect of the proposed 
transaction shall be distributed among the holders of the Series A and Series 
B Preferred Stock and the Parity Preferred in proportion to the full 
preferential amount each such holder is otherwise entitled to receive.

                    (b)  The term "Shared Allocation" shall mean that the 
holders of shares of Common Stock shall be entitled to receive the amount per 
share of $3.50 (adjusted to reflect subsequent stock dividends, stock splits 
or recapitalizations) for each outstanding share of Common Stock held by 
them.  If the remaining consideration to be paid by the acquiring corporation 
in such transaction is insufficient to permit the payment to such holders of 
the full aforesaid amounts, then such remaining consideration shall be 
distributed ratably among the holders of the Common Stock.  After payment of 
such amount to the holders of the Common Stock, the holders of the Series A 
Preferred Stock, Series B Preferred Stock, and Parity Preferred and Common 
Stock of this corporation shall share the remaining consideration, if any, to 
be paid by the acquiring corporation in such transaction in the same 
proportion as the number of shares of outstanding Common Stock and Common 
Stock issuable upon conversion of outstanding Series A Preferred Stock, 
Series B Preferred Stock and Parity Preferred then held by each of them bears 
to the total number of shares of outstanding Common Stock and Common Stock 
issuable upon conversion of outstanding Series A Preferred Stock, Series B 
Preferred Stock, and Parity Preferred.

                    (c)  Any securities to be delivered to the holders of the 
Series A and Series B Preferred Stock pursuant to paragraph 5(a) above shall 
be valued as follows:


                                      14

<PAGE>

                         (i)  Securities not subject to investment letter or 
other similar restrictions on free marketability;

                              (A) If traded on a securities exchange, the value 
               shall be deemed to be the average of the closing prices of the 
               securities on such exchange over the 30-day period ending three 
               (3) days prior to the closing;

                              (B) If traded over-the-counter, the value shall 
               be deemed to be the average of the closing bid prices of the 
               securities over the 30-day period ending three (3) days prior to 
               the closing; and

                              (C) If there is no public market, the value shall 
               be the fair market value thereof, as determined in good faith by 
               the Board of Directors of the corporation.

                         (ii) The method of valuation of securities subject 
to investment letter or other restrictions on free marketability shall be to 
make an appropriate discount from the market value determined as above in 
(i)(A), (B) or (C) to reflect the approximate fair market value thereof, as 
determined in good faith by the Board of Directors of the corporation.

                    (d)  In the event the requirements of paragraph 5(a) are 
not complied with, the corporation shall forthwith either:

                         (i)  cause such closing to be postponed until such 
time as the requirements of such subparagraph have been complied with, or

                         (ii) cancel such transaction.

                    (e)  The corporation shall give each holder of record of 
Series A and Series B Preferred Stock written notice of such impending 
transaction not later than twenty (20) days prior to the stockholders' 
meeting called to approve such transaction, or twenty (20) days prior to the 
closing of such transaction, whichever is earlier, and shall also notify such 
holders in writing of the final approval of such transaction.  The first of 
such notices shall describe the material terms and conditions of the 
impending transaction and the application thereto of the provisions of this 
paragraph 5, and the corporation shall thereafter give such holders prompt 
notice of any material changes in the terms and conditions so described.  The 
transaction shall in no event take place sooner than twenty (20) days after 
the corporation has given the first notice provided for herein or sooner than 
ten (10) days after the corporation has given notice of any material changes 
provided for herein; provided, however, that such periods may be shortened 
upon the written consent of the holders of a majority of the shares of Series 
A and Series B Preferred Stock then outstanding.

                    (f)  In addition to the provisions of this paragraph 5, 
the holders of Series A and Series B Preferred Stock shall also have the 
rights set forth in paragraph 7 hereof.


                                      15

<PAGE>

               6.   VOTING RIGHTS.  Except as herein provided, and as 
provided by law, the holder of each outstanding share of Series A and Series 
B Preferred Stock shall have the right to one vote for each share of Common 
Stock into which each such share of Series A and Series B Preferred Stock 
could then be converted (with any fractional share determined on an aggregate 
conversion basis being rounded up to the next highest whole share), and with 
respect to such vote, such holder shall have full voting rights and powers 
equal to the voting rights and powers of the holders of shares of Common 
Stock, and shall be entitled, notwithstanding any provision hereof, to notice 
of any stockholders' meeting in accordance with the Bylaws of this 
corporation, and shall be entitled to vote, together with holders of shares 
of Common Stock, with respect to any question upon which holders of shares of 
Common Stock have the right to vote.

               7.   PROTECTIVE PROVISIONS.  So long as any shares of Series A 
and Series B Preferred Stock are outstanding, this corporation shall not 
without first obtaining the approval (by vote or written consent, as provided 
by law) of the holders of 66 and 2/3% of the then outstanding shares of 
Series A and Series B Preferred Stock, voting together as a class:

                    (a)  (i) sell, lease, exchange, convey or otherwise 
dispose of or encumber (other than encumbrances made in the ordinary course 
of business) all or substantially all of its property or business, or (ii) 
enter into any merger or consolidation with any other corporation in which 
the stockholders of this corporation own less than a majority of the combined 
voting power of the surviving corporation; or

                    (b)  alter or change the rights, preferences or 
limitations of the shares of Series A and Series B Preferred Stock; or

                    (c)  authorize, create or enter into any agreement 
providing for the issuance of shares of any class or series having any 
rights, privileges or preferences superior to or on a parity with the Series 
A and Series B Preferred Stock, or authorize or create shares of any class or 
any bonds, debentures, notes or other obligations or securities convertible 
into, or exchangeable for, or having optional rights to purchase, any shares 
of the corporation having any such rights, privileges or preferences;

                    (d)  increase the authorized number of shares of Series A 
or Series B Preferred Stock.

               8.   STATUS OF CONVERTED OR REDEEMED SHARES.  In the event any 
shares of Series A and Series B Preferred Stock shall be redeemed or 
converted pursuant to paragraph 3 or 4 hereof, the shares so converted or 
redeemed shall be returned to the category of authorized but unissued 
Preferred Stock.

               9.   AMENDMENTS.  Any term of these Articles of Incorporation 
relating to the Series A and Series B Preferred Stock may be amended only 
with the written consent of the corporation and the written consent of the 
holders of 66 and 2/3% of all shares of Series A and Series B Preferred Stock 
then outstanding.  Any amendment


                                      16

<PAGE>

so effected shall be binding upon this corporation and any holder of Series A 
and Series B Preferred Stock.

                    (C)  Common Stock.

                         1.   DIVIDEND RIGHTS.  Subject to the prior rights of 
               holders of all classes of stock at the time outstanding having 
               prior rights as to dividends, the holders of the Common Stock 
               shall be entitled to receive, when and as declared by the Board 
               of Directors, out of any assets of the corporation legally 
               available therefor, such dividends as may be declared from time 
               to time by the Board of Directors.

                         2.   LIQUIDATION RIGHTS.  Upon the liquidation, 
               dissolution or winding up of the corporation, the assets of the 
               corporation shall be distributed as provided in Section 2 of 
               Division (B) of this Article IV.

                         3.   REDEMPTION.  The Common Stock is not redeemable.

                         4.   VOTING RIGHTS.  The holder of each share of 
               Common Stock shall have the right to one vote, and shall be 
               entitled to notice of any stockholders' meeting in accordance 
               with the Bylaws of this corporation, and shall be entitled to 
               vote upon such matters and in such manner as may be provided by 
               law.

                                   ARTICLE V

                    A Director of this corporation shall not be personally 
liable to this corporation or its stockholders for monetary damages for 
breach of fiduciary duty as a Director, except for liability (i) for any 
breach of the Director's duty of loyalty to this 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 any improper personal benefit.  If the Delaware 
General Corporation Law is hereafter amended to authorize, with the approval 
of a corporation's stockholders, further reductions in the liability of the 
corporation's directors for breach of fiduciary duty, then a Director of this 
corporation shall not be liable for any such breach to the fullest extent 
permitted by the Delaware General Corporation Law as so amended.  Any repeal 
or modification of the foregoing provisions of this Article Fifth by the 
stockholders of this corporation shall not adversely affect any right or 
protection of a Director of this corporation existing at the time of such 
repeal or modification.

                                   ARTICLE VI

                    In furtherance and not in limitation of the powers 
conferred by statute, the Board of Directors is expressly authorized to make, 
repeal, alter, amend and rescind from time to time any or all of the bylaws 
of the corporation.


                                      17

<PAGE>

                                  ARTICLE VII

                    This corporation reserves the right to amend, alter, 
change or repeal any provision contained in this Restated Certificate of 
Incorporation, in the manner now or hereafter prescribed by statue, and all 
rights conferred on stockholders herein are granted subject to this 
reservation.

                    IN WITNESS WHEREOF, DIGITAL MICROWAVE CORPORATION has 
caused its corporate seal to be affixed hereto and this Restated Certificate 
of Incorporation to be signed by William E. Gibson, its President, and 
attested by Robert E. Friess, its Secretary, this 10th day of April, 1987.

(SEAL)                                 DIGITAL MICROWAVE CORPORATION




                                       /s/ WILLIAM E. GIBSON
                                       ----------------------------------------
                                       William E. Gibson
                                       President

Attest: /s/ ROBERT E. FRIESS
        --------------------------
        Robert E. Friess
        Secretary






                                      18

<PAGE>

                          CERTIFICATE OF DESIGNATIONS
                                        
                                       of
                                        
                 SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
                                        
                                       of
                                        
                         DIGITAL MICROWAVE CORPORATION
                                       
                        (Pursuant to Section 151 of the
                                        
                       Delaware General Corporation Law)
                                        
                    ---------------------------------------

     Digital Microwave Corporation, a corporation organized and existing under
the General Corporation Law of the State of Delaware (hereinafter called the
"Corporation"), hereby certifies that the following resolution was adopted by
the Board of Directors of the Corporation as required by Section 151 of the
General Corporation Law at a meeting duly called and held on October 24, 1991:

     RESOLVED, that pursuant to the authority granted to and vested in the Board
of Directors of the Corporation (hereinafter called the "Board of Directors" or
the "Board") in accordance with the provisions of the Restated Certificate of
Incorporation, the Board of Directors hereby creates a series of Preferred
Stock, par value $.01 per share (the "Preferred Stock"), of the Corporation and
hereby states the designation and number of shares, and fixes the relative
rights, preferences, and limitations thereof as follows:

     Series A Junior Participating Preferred Stock:

     Section 1.     DESIGNATION AND AMOUNT.  The shares of such series shall be
designated as "Series A Junior Participating Preferred Stock" (the "Series A
Preferred Stock") and the number of shares constituting the Series A Preferred
Stock shall be Two Hundred Thousand (200,000).  Such number of shares may be
increased or decreased by resolution of the Board of Directors; PROVIDED, that
no decrease shall reduce the number of shares of Series A Preferred Stock to a
number less than the number of shares then outstanding plus the number of shares
reserved for issuance upon the exercise of outstanding options, rights or
warrants or upon the conversion of any outstanding securities issued by the
Corporation convertible into Series A Preferred Stock.

     Section 2.     DIVIDENDS AND DISTRIBUTIONS.

     (A)  Subject to the rights of the holders of any shares of any series of
Preferred Stock (or any similar stock) ranking prior and superior to the
Series A Preferred Stock with respect to dividends, the holders of shares of
Series A Preferred Stock, in preference to the holders of Common Stock, par
value $.01 per share (the "Common Stock"), of the Corporation, and of any other
junior stock, shall be entitled to receive, when, as and if declared by the
Board of Directors out of funds legally available for the purpose, quarterly
dividends payable in cash on the first day of March, June, September and
December in each year (each such date being referred to herein as a "Quarterly
Dividend 


                                       1

<PAGE>

Payment Date"), commencing on the first Quarterly Dividend Payment Date after 
the first issuance of a share or fraction of a share of Series A Preferred 
Stock, in an amount per share (rounded to the nearest cent) equal to the 
greater of (a) $1 or (b) subject to the provision for adjustment hereinafter 
set forth, 100 times the aggregate per share amount of all cash dividends, 
and 100 times the aggregate per share amount (payable in kind) of all 
non-cash dividends or other distributions, other than a dividend payable in 
shares of Common Stock or a subdivision of the outstanding shares of Common 
Stock (by reclassification or otherwise), declared on the Common Stock since 
the immediately preceding Quarterly Dividend Payment Date or, with respect to 
the first Quarterly Dividend Payment Date, since the first issuance of any 
share or fraction of a share of Series A Preferred Stock.  In the event the 
Corporation shall at any time declare or pay any dividend on the Common Stock 
payable in shares of Common Stock, or effect a subdivision or combination or 
consolidation of the outstanding shares of Common Stock (by reclassification 
or otherwise than by payment of a dividend in shares of Common Stock) into a 
greater or lesser number of shares of Common Stock, then in each such case 
the amount to which holders of shares of Series A Preferred Stock were 
entitled immediately prior to such event under clause (b) of the preceding 
sentence shall be adjusted by multiplying such amount by a fraction, the 
numerator of which is the number of shares of Common Stock outstanding 
immediately after such event and the denominator of which is the number of 
shares of Common Stock that were outstanding immediately prior to such event.

     (B)  The Corporation shall declare a dividend or distribution on the
Series A Preferred Stock as provided in paragraph (A) of this Section
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock); provided that, in the
event no dividend or distribution shall have been declared on the Common Stock
during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $1 per share on the
Series A Preferred Stock shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date.

     (C)  Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares, unless the date of issue of such
shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of holders
of shares of Series A Preferred Stock entitled to receive a quarterly dividend
and before such Quarterly Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date.  Accrued but unpaid dividends shall not bear interest.  Dividends
paid on the shares of Series A Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding.  The Board of Directors may fix a record date for the determination
of holders of shares of Series A Preferred Stock entitled to receive payment of
a dividend or distribution 



                                       2

<PAGE>

declared thereon, which record date shall be not more than 60 days prior to 
the date fixed for the payment thereof.

     Section 3.     VOTING RIGHTS.  The holders of shares of Series A Preferred
Stock shall have the following voting rights:

     (A)  Subject to the provision for adjustment hereinafter set forth, each
share of Series A Preferred Stock shall entitle the holder thereof to 100 votes
on all matters submitted to a vote of the stockholders of the Corporation.  In
the event the Corporation shall at any time declare or pay any dividend on the
Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the number of votes per share to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event shall be adjusted
by multiplying such number by a fraction, the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

     (B)  Except as otherwise provided herein, in any other Certificate of
Designations creating a series of Preferred Stock or any similar stock, or by
law, the holders of shares of Series A Preferred Stock and the holders of shares
of Common Stock and any other capital stock of the Corporation having general
voting rights shall vote together as one class on all matters submitted to a
vote of stockholders of the Corporation.

     (C)  Except as set forth herein, or as otherwise provided by law, holders
of Series A Preferred Stock shall have no special voting rights and their
consent shall not be required (except to the extent they are entitled to vote
with holders of Common Stock as set forth herein) for taking any corporate
action.

     Section 4.     CERTAIN RESTRICTIONS.

     (A)  Whenever quarterly dividends or other dividends or distributions
payable on the Series A Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared, on shares of Series A Preferred Stock outstanding shall have
been paid in full, the Corporation shall not:

          (i)       declare or pay dividends, or make any other distributions,
     on any shares of stock ranking junior (either as to dividends or upon
     liquidation, dissolution or winding up) to the Series A Preferred Stock;

          (ii)      declare or pay dividends, or make any other distributions,
     on any shares of stock ranking on a parity (either as to dividends or upon
     liquidation, dissolution or winding up) with the Series A Preferred Stock,
     except dividends paid ratably on the Series A Preferred Stock and all such
     parity stock on which 

                                       3

<PAGE>

     dividends are payable or in arrears in proportion to the total amounts to 
     which the holders of all such shares are then entitled;

          (iii)     redeem or purchase or otherwise acquire for consideration
     shares of any stock ranking junior (either as to dividends or upon
     liquidation, dissolution or winding up) to the Series A Preferred Stock,
     provided that the Corporation may at any time redeem, purchase or otherwise
     acquire shares of any such junior stock in exchange for shares of any stock
     of the Corporation ranking junior (either as to dividends or upon
     dissolution, liquidation or winding up) to the Series A Preferred Stock; or

          (iv) redeem or purchase or otherwise acquire for consideration any
     shares of Series A Preferred Stock, or any shares of stock ranking on a
     parity with the Series A Preferred Stock, except in accordance with a
     purchase offer made in writing or by publication (as determined by the
     Board of Directors) to all holders of such shares upon such terms as the
     Board of Directors, after consideration of the respective annual dividend
     rates and other relative rights and preferences of the respective series
     and classes, shall determine in good faith will result in fair and
     equitable treatment among the respective series or classes.

     (B)  The Corporation shall not permit any subsidiary of the Corporation to
purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under paragraph (A) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.

     Section 5.     REACQUIRED SHARES.  Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof.  All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
subject to the conditions and restrictions on issuance set forth herein, in the
Restated Certificate of Incorporation, or in any other Certificate of
Designations creating a series of Preferred Stock or any similar stock or as
otherwise required by law.

     Section 6.     LIQUIDATION, DISSOLUTION OR WINDING UP.  Upon any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (1) to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received $100 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment, provided that the holders of shares of Series A
Preferred Stock shall be entitled to receive an aggregate amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 100
times the aggregate amount to be distributed per share to holders of shares of
Common Stock, or (2) to the holders of shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series A Preferred Stock, except distributions made ratably on the Series A
Preferred Stock and all such parity stock in proportion to the total amounts 


                                       4

<PAGE>

to which the holders of all such shares are entitled upon such liquidation, 
dissolution or winding up.  In the event the Corporation shall at any time 
declare or pay any dividend on the Common Stock payable in shares of Common 
Stock, or effect a subdivision or combination or consolidation of the 
outstanding shares of Common Stock (by reclassification or otherwise than by 
payment of a dividend in shares of Common Stock) into a greater or lesser 
number of shares of Common Stock, then in each such case the aggregate amount 
to which holders of shares of Series A Preferred Stock were entitled 
immediately prior to such event under the proviso in clause (1) of the 
preceding sentence shall be adjusted by multiplying such amount by a fraction 
the numerator of which is the number of shares of Common Stock outstanding 
immediately after such event and the denominator of which is the number of 
shares of Common Stock that were outstanding immediately prior to such event.

     Section 7.     CONSOLIDATION, MERGER, ETC.  In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each share of
Series A Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged. 
In the event the Corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series A Preferred Stock shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

     Section 8.     NO REDEMPTION.  The shares of Series A Preferred Stock shall
not be redeemable.

     Section 9.     RANK.  The Series A Preferred Stock shall rank, with respect
to the payment of dividends and the distribution of assets, junior to all series
of any other class of the Corporation's Preferred Stock.

     Section 10.    AMENDMENT.  The Restated Certificate of Incorporation of the
Corporation shall not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series A Preferred Stock
so as to affect them adversely without the affirmative vote of the holders of at
least a majority of the outstanding shares of Series A Preferred Stock, voting
together as a single class.




                                       5

<PAGE>

     IN WITNESS WHEREOF, this Certificate of Designations is executed on behalf
of the Corporation by its Chairman of the Board and Chief Executive Officer and
its corporate seal attested by its Secretary this 24th day of October, 1991.

                                       /s/ P. MICHAEL FRIEDENBACH
                                       ----------------------------------------
                                       Name:    P. Michael Friedenbach
                                       Title:   Chairman of the Board and
                                                Chief Executive Officer
[SEAL]






Attest:

/s/ ROBERT E. FRIESS
-------------------------
Secretary


















                                       6


<PAGE>
                                       
                         CERTIFICATE OF AMENDMENT OF
                  THE RESTATED CERTIFICATE OF INCORPORATION
                                      OF
                        DIGITAL MICROWAVE CORPORATION


          Digital Microwave Corporation, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
          
          DOES HEREBY CERTIFY:
          
          FIRST:  That at a special meeting of the Board of Directors of Digital
Microwave Corporation duly held on August 28, 1997, resolutions were duly
adopted setting forth a proposed amendment of the Restated Certificate of
Incorporation of said corporation, declaring said amendment to be advisable and
calling a meeting of the stockholders of said corporation for consideration
thereof.  The resolution setting forth the proposed amendment is as follows:
          
          RESOLVED, that the first paragraph of Article IV of this Corporation's
Restated Certificate of Incorporation be amended to read in full as follows:
          
               "This Corporation is authorized to issue two classes of
          stock to be designated, respectively, "Preferred Stock" and
          "Common Stock."  The total number of shares that this Corporation
          is authorized to issue is 65,000,000.  Five million (5,000,000)
          shares shall be Preferred Stock, consisting of 200,000 shares
          designated Series A Junior Participating Preferred Stock, and
          sixty million (60,000,000) shares shall be Common Stock.   The
          Preferred Stock shall have a par value of $.01 per share; the
          Common Stock shall have a par value of $.0l per share.

               Upon the filing of this Certificate of Amendment to the
          Restated Certificate of Incorporation with the Secretary of State
          of the State of Delaware (the "Effective Time"), each share of
          Common Stock of this Corporation issued and outstanding
          immediately prior to the Effective Time shall be changed and
          converted into two (2) shares of Common Stock of this
          Corporation."
          
          SECOND:  That thereafter, pursuant to resolution of its Board of
Directors, a special 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 was voted in favor of the amendment.


<PAGE>

          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.
          
          FOURTH:  That the capital of said corporation shall not be reduced
under or by reason of said amendment.
          

          IN WITNESS WHEREOF, Digital Microwave Corporation has caused this
certificate to be signed by Carl A. Thomsen, its Vice President, Chief Financial
Officer and Secretary this 5th day of November, 1997.
          

                                   BY:  /s/ CARL A. THOMSEN 
                                        ---------------------------------------
                                        Carl A. Thomsen
                                        Vice President, Chief Financial Officer
                                        and Secretary



                                       2


<PAGE>

                            CERTIFICATE OF AMENDMENT OF
                     THE RESTATED CERTIFICATE OF INCORPORATION
                                         OF
                           DIGITAL MICROWAVE CORPORATION


          Digital Microwave Corporation, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
          
          DOES HEREBY CERTIFY:
          
          FIRST:  That at a special meeting of the Board of Directors of Digital
Microwave Corporation duly held on January 23, 1998, resolutions were duly
adopted setting forth a proposed amendment of the Restated Certificate of
Incorporation of said corporation, declaring said amendment to be advisable and
calling a meeting of the stockholders of said corporation for consideration
thereof.  The resolution setting forth the proposed amendment is as follows:
          
          RESOLVED, that the first paragraph of Article IV of this Corporation's
Restated Certificate of Incorporation be amended to read in full as follows:
          
                   "This Corporation is authorized to issue two classes of
              stock to be designated, respectively, "Preferred Stock" and
              "Common Stock."  The total number of shares that this Corporation
              is authorized to issue is 100,000,000.  Five million (5,000,000)
              shares shall be Preferred Stock, consisting of 200,000 shares
              designated Series A Junior Participating Preferred Stock, and
              ninety-five million (95,000,000) shares shall be Common Stock. 
              The Preferred Stock shall have a par value of $.01 per share; the
              Common Stock shall have a par value of $.0l per share.

          SECOND:  That thereafter, pursuant to resolution of its Board of
Directors, a special 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 was 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.
          
          FOURTH:  That the capital of said corporation shall not be reduced
under or by reason of said amendment.

<PAGE>

          IN WITNESS WHEREOF, Digital Microwave Corporation has caused this
certificate to be signed by Carl A. Thomsen, its Vice President, Chief Financial
Officer and Secretary this 24th day of March, 1998.
          

                              BY:  /s/ CARL A. THOMSEN
                                   -----------------------------------
                                   Carl A. Thomsen
                                   Vice President, Chief Financial Officer
                                   and Secretary


                                   2