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                                                                     Exhibit 3.1

                       RESTATED ARTICLES OF INCORPORATION

                                       OF

                          DENSE-PAC MICROSYSTEMS, INC.


         James G. Turner and William M. Stowell certify that:

         1.      They are the Chief Executive Officer and Secretary,
respectively, of Dense-Pac Microsystems, Inc., a California corporation (the
"Corporation").

         2.      The Articles of Incorporation of the Corporation are amended
and restated to read as follows:

                             *   *   *   *   *   *


                                       I

         The name of this Corporation is DENSE-PAC MICROSYSTEMS, INC.


                                       II

         The purpose of this Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business
or the practice of a profession permitted to be incorporated by the California
Code.


                                      III

         This Corporation is authorized to issue two classes of shares to be
designated respectively "Common" and "Preferred."  The Corporation shall have
no authority to issue non-voting equity securities.

         (a)     The number of shares of Common Stock authorized is forty
million (40,000,000).

         (b)     The number of preferred shares authorized is eight million
(8,000,000).  The preferred shares may be issued in one or more series.  The
Board of Directors is authorized to fix the number of any such series of
preferred shares and to determine the designation of any such series.  The
Board of Directors is further authorized to determine or alter the rights,
preferences, privileges, and restrictions granted to or imposed upon any wholly
unissued series of preferred shares and, within the limits and restrictions
stated in any resolution or resolutions of the Board of Directors originally
fixing the number of shares constituting every series, to increase or decrease
(but not below the number of such series then outstanding) the number of shares
of any such series subsequent to the issue of that series.


                                       IV

         (a)     Limitation of Directors' Liability.  The liability of the
directors of the Corporation for monetary damages shall be eliminated to the
fullest extent permissible under California law.
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         (b)     Indemnification of Corporate Agents.  The Corporation is
authorized to provide, whether by bylaw, agreement or resolution of the Board
of Directors or shareholders of the Corporation, for the indemnification of
agents (as defined in Section 317 of the California General Corporation Law) of
the Corporation in excess of that expressly permitted by such Section 317, for
breach of duty to the Corporation and its shareholders to the fullest extent
permissible under California law, subject only to the applicable limits set
forth in Section 204 of the California General Corporation Law.

         (c)     Repeal or Modification.  Any repeal or modification of the
foregoing provisions of this Article 0 by the shareholders of the Corporation
shall not adversely affect any right or protection of a director or agent of
the Corporation existing at the time of such repeal or modification.

                             *   *   *   *   *   *

         3.      The foregoing amendment and restatement of the Articles of
Incorporation has been duly approved by Board of Directors.

         4.      The foregoing amendment to the Articles of Incorporation has
been duly approved by the required vote of shareholders in accordance with
Section 902 of the California Corporations Code.  The total number of
outstanding shares of capital stock of the corporation entitled to vote on the
matter is 16,904,681 shares of Common Stock.  The number of shares voting in
favor of the foregoing amendment to the Articles of Incorporation equaled or
exceeded the vote required.  The percentage vote required was more than 50% of
the outstanding Common Stock.

         We further declare under penalty of perjury under the laws of the
State of California that the matters set forth in this certificate are true and
correct of our own knowledge.

Dated: August 12, 1996

                                                                             
                                  -------------------------------------------
                                  James G. Turner, Chief Executive Officer




                                                                             
                                  -------------------------------------------
                                  William M. Stowell, Secretary




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