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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