LOGIMETRICS INC
8-K, EX-3, 2000-07-26
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                                LOGIMETRICS, INC.

         LogiMetrics, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify that:

         The following amendment to the Certificate of Incorporation of the
Corporation, approved by the Board of Directors and stockholders of the
Corporation, was duly adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware:

         "The first paragraph of Article FOURTH of the Certificate of
Incorporation, as amended, of LogiMetrics, Inc. is hereby amended to read in its
entirety as follows:

                  FOURTH: The total number of shares of stock which the
         Corporation shall have authority to issue is 355,000,000 shares, of
         which 350,000,000 shares are designated as Common Stock, having a par
         value of $.01 per share ("Common Stock") and 5,000,000 shares are
         designated as Preferred Stock, $.01 par value per share ("Preferred
         Stock")."

         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed and attested by its duly authorized officers, this 20th day of April,
2000.

                                        LOGIMETRICS, INC.



                                        By: ____________________________
                                                    Norman M. Phipps
                                                    President and Chief
                                                    Operating Officer



ATTEST:

-----------------------------
    Erik S. Kruger, Secretary








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