EXHIBIT 3.1

              SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION

                                       OF

                             EMS TECHNOLOGIES, INC.

                                   ARTICLE ONE

                                      NAME

      The name of the corporation is EMS Technologies, Inc.

                                   ARTICLE TWO

                                 CAPITALIZATION

      The corporation shall have the authority, exercisable by its Board of
Directors, to issue up to 75,000,000 shares of Common Stock, $.10 par value per
share, and 10,000,000 shares of Preferred Stock, $1.00 par value per share,
which shall be established and designated from time to time by the Board of
Directors in such series and with such preferences, limitations, and relative
rights as may be determined by the Board of Directors. The holders of the
outstanding shares of a class of stock shall not be entitled to vote as a
separate class upon a proposed amendment to these Articles of Incorporation that
is solely for the reason of increasing or decreasing the aggregate number of
authorized shares of such class, and the number of such shares may be increased
or decreased without such a vote, subject to such votes as shall otherwise be
required by applicable law for the amendment of these Articles of Incorporation.

                                  ARTICLE THREE

                        LIMITATION OF DIRECTOR LIABILITY

      No director of the corporation shall be personally liable to the
corporation or its shareholders for monetary damages for breach of the duty of
care or any other duty as a director, except that such liability shall not be
eliminated for:

      (a)   any appropriation, in violation of the director's duties, of any
      business opportunity of the corporation;

      (b)   acts or omissions which involve intentional misconduct or a knowing
      violation of law;

      (c)   the types of liability set forth in Section 14-2-832 (or any
      successor or redesignation to this provision) of the Georgia Business
      Corporation Code (the "Code"); or

      (d)   any transaction from which the director received an improper
      personal benefit.



            If at any time the Code is amended to authorize the further
      limitation or elimination of the liability of a director, then the
      liability of each director of the corporation shall be limited or
      eliminated to the fullest extent permitted by the Code, as amended,
      without further action by the shareholders, unless the provisions of the
      Code, as amended, require further action by the shareholders.

            Any repeal or modification of the provisions of this Article Three
      by the shareholders of this corporation shall not adversely affect any
      right of a director or officer of the corporation existing at the time of
      such repeal or modification.

                                       2