<PAGE>
EXHIBIT 3.1.2.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
DeCRANE HOLDINGS CO.
DeCrane Holdings Co. (the "Company"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Delaware Law"), DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Company has duly adopted the
following resolution:
RESOLVED that the Board of Directors hereby declares it advisable and
in the best interests of the Company that Article Fourth of the
Certificate of Incorporation be amended to read as follows:
FOURTH: THE TOTAL NUMBER OF SHARES OF STOCK WHICH THE COMPANY
SHALL HAVE AUTHORITY TO ISSUE IS 12,500,000, CONSISTING OF 10,000,000
SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, AND 2,500,000 SHARES
OF PREFERRED STOCK, PAR VALUE $0.01 PER SHARE (THE "PREFERRED STOCK").
THE BOARD OF DIRECTORS IS HEREBY EMPOWERED TO AUTHORIZE BY RESOLUTION
OR RESOLUTIONS FROM TIME TO TIME THE ISSUANCE OF ONE OR MORE CLASSES OR
SERIES OF PREFERRED STOCK AND TO FIX THE DESIGNATIONS, POWERS,
PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER RIGHTS, IF
ANY, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS THEREOF, IF
ANY, WITH RESPECT TO EACH SUCH CLASS OR SERIES OF PREFERRED STOCK AND
THE NUMBER OF SHARES CONSTITUTING EACH SUCH CLASS OR SERIES, AND TO
INCREASE OR DECREASE THE NUMBER OF SHARES OF ANY SUCH CLASS OR SERIES
TO THE EXTENT PERMITTED BY DELAWARE LAW.
SECOND: That the aforesaid amendment has been consented to and
authorized by the holders of a majority of the issued and outstanding stock
entitled to vote by written consent given in accordance with the provisions of
Section 228 of the Delaware Law.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Section 242 and 228 of the Delaware Law.
IN WITNESS WHEREOF, the Company has caused this Certificate to be
signed by its authorized officer, this 8th day of May, 2000.
By: /s/ Richard J. Kaplan
-------------------------
Richard J. Kaplan
its Secretary
