<PAGE>
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
OF
DYNATECH CORPORATION
Dynatech Corporation (the "Corporation"), a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
1. The name of the corporation is Dynatech Corporation. The date of
filing of its Certificate of Incorporation with the Secretary of State was
September 8, 1999.
2. Article FIRST of the Certificate of Incorporation of the
Corporation is hereby amended in its entirety as follows:
FIRST: The name of the corporation is Acterna Corporation (the
"Corporation").
3. The amendment to the Certificate of Incorporation of the
Corporation set forth in the preceding paragraphs has been duly adopted in
accordance with the provisions of Sections 228 and 242 of the General
Corporation Law, the Board of Directors of the Corporation having adopted
resolutions setting forth such amendment, declaring its advisability, and
directing that it be submitted to the stockholders of the Corporation for
their approval; and the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted having consented in writing to the adoption of such
amendment.
IN WITNESS WHEREOF, the undersigned officer of the Corporation has
executed this Certificate on the 29th day of August, 2000.
DYNATECH CORPORATION
By: /s/ Mark V.B. Tremallo
----------------------------------
Name: Mark V.B. Tremallo
Title: Corporate Vice President-
General Counsel
