CERTIFICATE OF AMENDMENT OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                          DEL GLOBAL TECHNOLOGIES CORP.
                Under Section 805 of the Business Corporation Law
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                  It is hereby certified that:

     FIRST:  The name of the Corporation is DEL GLOBAL  TECHNOLOGIES  CORP. (the
"Corporation").

     SECOND:  The certificate of  incorporation  of the Corporation was filed by
the  Department  of  State  on  October  26,  1954.  The name  under  which  the
Corporation was formed is Del Electronics Corp.

     THIRD: The amendment of the certificate of incorporation of the Corporation
effected by this certificate of amendment is as follows:

               to increase the number of authorized shares of common stock, $.10
               par value, from ten million (10,000,000) shares to twenty million
               (20,000,000) shares, $.10 par value.

     FOURTH:  To accomplish the foregoing  amendment,  paragraph  "Third" of the
certificate  of  incorporation  of the  Corporation is hereby amended to read as
follows:

     THIRD:  the  aggregate  number of shares which the  Corporation  shall have
authority to issue is Twenty Million  (20,000,000)  shares of common stock, $.10
par value."

     FIFTH:  The foregoing  amendment of the certificate of incorporation of the
Corporation  was  authorized  by the  Board of  Directors  and  followed  by the
majority vote of the holders of all of the outstanding shares of the Corporation
entitled to vote on such amendment of the certificate of incorporation.

     IN WITNESS WHEREOF,  we have hereunto signed this certificate this 13th day
of February,  1997, and affirmed that the statements  made herein are true under
penalties of perjury.


/S/LEONARD TRUGMAN
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Leonard A. Trugman, President

/S/MICHAEL TABER
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Michael Taber, Secretary