CERTIFICATE OF INCORPORATION

                                       OF

                      L-3 Communications Ancot Corporation


1.   The name of the Corporation is L-3 Communications Ancot Corporation.

2.   The address of its registered office in the State of Delaware is
     Corporation Trust Center, 1209 Orange Street, in the city of Wilmington,
     County of New Castle. The name of the registered agent at such address is
     The Corporation Trust Company.

3.   The nature of the business or purposed to be conducted or promoted is:

     To engage in any lawful act or activity for which corporations may be
     organized under the General Corporation Law of Delaware,

4.   The total number of common shares of stock, which the corporation shall
     have authority to issue, is 1500, without par value.

5.   The name and mailing address of the incorporator is as follows:

     Name                         Mailing Address
     ----                         ---------------

     Magdalena Charlotten         c/o CT Corporation System
                                  111 Eighth Avenue
                                  New York, NY  10011

6.   The name and mailing address of each person who is to serve as a director
     until the first annual meeting of the stockholders or until a successor is
     elected and qualified, is as follows:

     Christopher C. Cambria, c/o L-3 Communications Corporation, 600 3rd Ave.,
     New York, New York 10016

     THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose
of forming a corporation pursuant to the General Corporation Law of the State of
Delaware, do make this Certificate, hereby declaring and certifying that this is
our act and deed and the facts herein stated are true, and accordingly have
hereunto set our hands this 14th day of July 2000.

                                       /s/ Magdalena Charlotten
                                       -----------------------------------------
                                       Magdalena Charlotten, Incorporator



                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                      L-3 COMMUNICATIONS ANCOT CORPORATION

                                      *****

             Pursuant to Section 242 of the General Corporation Law
                            of the State of Delaware

                                      *****

     L-3 Communications Ancot Corporation, a corporation duly organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation"), DOES HEREBY CERTIFY:

     First: That Article First of the Certificate of Incorporation of the
Corporation be, and hereby is, amended and restated to read as follows:

          "FIRST: The name of the Corporation is L-3 Communications AIS GP
          Corporation."

     Second: That such amendment and restatement was consented to and adopted by
the sole stockholder of the Corporation acting without a meeting by written
consent pursuant to Section 228 of the General Corporation Law of the State of
Delaware.

     Third: That such amendment and restatement was duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law of the State
of Delaware.


     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Christopher C. Cambria, its Vice President, on this 22nd day of
February, 2002.

                              L-3 COMMUNICATIONS ANCOT CORPORATION


                              By: /s/ Christopher C. Cambria
                                  ---------------------------------------------
                                  Name:  Christopher C. Cambria
                                  Title: Vice President