CERTIFICATE OF AMENDMENT OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                              DEL ELECTRONICS CORP.
                Under Section 805 of the Business Corporation Law
                           --------------------------

         It is hereby certified that:

         FIRST: The name of the Corporation is DEL ELECTRONICS CORP.

         SECOND: The certificate of incorporation of the Corporation was filed
by the Department of State on October 26, 1954.

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

               to change the name of the Corporation to
                         DEL GLOBAL TECHNOLOGIES CORP.

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

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

         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 14th
day of February, 1996, and affirmed that the statements made herein are true
under penalties of perjury.

                                                  /s/Leonard A. Trugman
                                                  ---------------------------
                                                  Leonard A. Trugman, President

                                                  /s/Michael Taber
                                                  ---------------------------
                                                  Michael Taber, Secretary