EXHIBIT 4.1

                                  RADYNE CORP.

               Amendment No. 2 to 1996 Incentive Stock Option Plan



     WHEREAS on November 5, 1998,  the  Shareholders  approved  the  adoption of
Amendment  No. 1 to the  Corporation's  1996  Incentive  Stock  Option Plan (the
"Plan"),  which  amendment  increased  by  900,000  the  number of shares of the
Corporation's  Common Stock which are  available  for the grant of options under
the Plan;

     WHEREAS,  in connection with such  amendment,  the Corporation has filed an
Application to Register  Securities  with the California  Securities  Commission
(the "Application");

     WHEREAS Rule 260.140.45 of Title 10,  California  Code of Regulations  (the
"30%  Rule")  requires  the  approval of holders of at least  two-thirds  of the
shares of Common  Stock in the event  that the total  number of shares  issuable
upon exercise of all  outstanding  options and the total number of shares called
for under any stock bonus or similar  plan shall  exceed 30% of the  outstanding
shares of the Corporation;

     WHEREAS, under certain circumstances,  the above described amendment to the
Plan,  together with previously  granted options which remain  outstanding under
the Plan,  could result in a situation where there would be outstanding  options
exercisable for in excess of 30% of the Corporation's shares; and

     WHEREAS the  Shareholders  consider it to be in the best  interests  of the
Corporation for them to grant the approval required under the 30% Rule, in order
that the  Application  can be accepted and options can be granted under the Plan
to California employees;

     NOW,  THEREFORE,  IT IS HEREBY  RESOLVED that the total number of shares of
Common Stock of the  Corporation  issuable on the exercise of all options at any
one time outstanding under the Plan or otherwise  (subject to any exclusions set
forth in Rule 260.140.45 of Title 10,  California  Code of Regulations  (the 30%
Rule"))  and the total  number of shares of Common  Stock  called  for under any
stock  bonus or similar  plan may exceed  30%,  but shall not exceed 35%, of the
then  outstanding  shares of Common Stock,  calculated  in  accordance  with the
conditions and exclusions of the 30% Rule; and

     RESOLVED, FURTHER, that the Plan, as amended by Amendment No. 1, be further
amended by adding the following sentence to the end of Section 5 thereof:

          "Notwithstanding  the foregoing,  at no time shall the total number of
     shares






     of Common Stock issuable upon the exercise of all  outstanding  options and
     the total  number of shares of Common  Stock  provided  for under any stock
     bonus or similar plan of the Company exceed 35% of the  outstanding  shares
     of Common  Stock,  as  calculated in  accordance  with the  conditions  and
     exclusions of Rule 260.140.45 of Title 10,  California Code of Regulations,
     based on the shares of the Company  which are  outstanding  at the time the
     calculation is made."

            The date of the foregoing amendment is February 9, 1999.


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