Exhibit 3

                            CERTIFICATE OF AMENDMENT

                                     of the

                          CERTIFICATE OF INCORPORATION

                                       of

                             NAI Technologies, Inc.
                            (a New York corporation)

                       (Under Section 805 of the Business
                    Corporation Law of the State of New York)

         The undersigned, desiring to amend a certificate of incorporation under
the  provisions  of  the  Business  Corporation  Law of the  State  of New  York
(hereinafter referred to as the "BCL"), hereby certifies as follows:

         FIRST.  The  name  of  the  corporation  is  NAI   Technologies,   Inc.
(hereinafter  referred  to as the  "Corporation").  The  name  under  which  the
Corporation was originally formed is North Atlantic Industries, Inc.

         SECOND.  The original  Certificate of  Incorporation of the Corporation
was filed by the New York  Department  of State on July 15,  1954.  The Restated
Certificate  of  Incorporation  of the  Corporation  was filed with the New York
Department of State on August 19, 1991.

         THIRD.  Paragraph  "3"  of  the  Certificate  of  Incorporation  of the
Corporation, which sets forth the aggregate number and designations of shares of
stock  which the  Corporation  shall  have the  authority  to  issue,  is hereby
eliminated in its entirety and the  following  language is  substituted  in lieu
thereof  which has the effect of  increasing  from ten million  (10,000,000)  to
twenty-five  million  (25,000,000)  the  number of  shares  of Common  Stock the
Corporation shall have authority to issue:

         "3. The aggregate number of shares of stock which the Corporation shall
         have  the  authority  to  issue is  twenty-seven  million  (27,000,000)
         shares,  of which  twenty-five  million  (25,000,000)  shares  shall be
         designated  Common  Stock,  each such share having a par value of $.10,
         and of which two million (2,000,000)





         shares shall be designated Preferred Stock, each such
         share having a par value of $.10."

         FOURTH.  Paragraph  "4"  of the  Certificate  of  Incorporation  of the
Corporation,  which  sets  forth  the  terms  and  conditions  under  which  the
Corporation  may issue its Preferred  Stock,  is hereby restated in its entirety
without making any amendment to or change in the provisions thereof:

         "4. The Preferred Stock may be issued in series. The Board of Directors
         of the  Corporation  is hereby  expressly  authorized  to establish and
         designate series of Preferred Stock and to fix from time to time before
         issuance the number,  designation,  relative  rights,  preferences  and
         limitations  (including,  without  limitation,  participating,  voting,
         optional  or other  special  rights)  of the  shares  of any  series of
         Preferred Stock.  Except to the extent,  if any, that holders of issued
         and  outstanding  shares of Preferred  Stock are entitled to vote,  the
         entire  voting power for the  election of  directors  and for all other
         purposes  shall be vested  exclusively  in the holders of Common Stock,
         who shall be entitled  to one vote for each share of Common  Stock held
         by them of record."

         FIFTH:  The aforesaid  amendment to Paragraph 3 of the  Certificate  of
Incorporation  of the Corporation have been authorized (1) by the unanimous vote
of the Board of Directors of the Corporation taken at a meeting of said Board of
Directors  and (2) by the vote of the holders of a majority  of all  outstanding
shares of the  Corporation  entitled to vote thereon  taken at a meeting of said
shareholders, respectively, all in accordance with Section 803(a) of the BCL.

         IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate of
Amendment of  Certificate  of  Incorporation  to be signed and subscribed in its
name this 1st day of February,  1996,  and the statements  contained  herein are
affirmed as true under the penalties of perjury.

                                            NAI TECHNOLOGIES, INC.

                                            By /s/ ROBERT A. CARLSON

                                               Robert A. Carlson
                                               Chairman of the Board

                                            By /s/ RICHARD A. SCHNEIDER

                                               Richard A. Schneider
                                               Secretary

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