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                                                                    Exhibit (i)


                              RESTATED CERTIFICATE

                                OF INCORPORATION

                                       OF

                               HARRIS CORPORATION

                                     (1995)

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                      RESTATED CERTIFICATE OF INCORPORATION
                              OF HARRIS CORPORATION
                                     (1995)


         HARRIS CORPORATION, a corporation organized and existing under and by
virtue of an Act of the General Assembly of the State of Delaware, entitled "An
Act Providing A General Corporation Law," approved March 10, 1899, and the acts
amendatory thereof and supplemental thereto, the Certificate of Incorporation of
which was filed in the office of the Secretary of State of Delaware on December
6, 1926, and recorded in the office of the Recorder of Deeds of the State of
Delaware in and for New Castle County on December 6, 1926, does hereby certify:

         I. That the name under which this corporation was originally
incorporated was "HARRIS-SEYBOLD-POTTER COMPANY." This name was changed to
"HARRIS-SEYBOLD COMPANY" by an amendment to the Certificate of Incorporation
filed in the office of the Secretary of State of Delaware on April 3, 1946. The
name was further changed to "HARRIS-INTERTYPE CORPORATION" by an amendment to
the Certificate of Incorporation filed in the office of the Secretary of State
of Delaware on June 27, 1957. The name was further changed to "HARRIS
CORPORATION" by an amendment to the Restated Certificate of Incorporation (1972)
filed in the office of the Secretary of State of Delaware on May 15, 1974.

         II. That at a meeting of the Board of Directors of said corporation
held on August 26, 1995, resolutions were duly adopted proposing an amendment to
the Restated Certificate of Incorporation (October 1986) of said corporation,
declaring said amendment to be advisable and directing that said amendment be
submitted to the stockholders for their approval; that said amendment was duly
adopted by a vote of the stockholders of said corporation on October 27, 1995;
that the following Restated Certificate of Incorporation (1995) was duly adopted
in accordance with the provisions of Section 245 of the General Corporation Law
of the State of Delaware, that such incorporates that amendment adopted by the
shareholders of the corporation on October 27, 1995 and hereby restates and
integrates the provisions of said corporation's Restated Certificate of
Incorporation (October 1986) as theretofore amended or supplemented, and that
there is no discrepancy between those provisions and the provisions of the
following Restated Certificate of Incorporation (1995).

         FIRST:   The name of this corporation is

                               HARRIS CORPORATION

         SECOND: Its registered office in the State of Delaware is located at
Corporation Trust Center, 1209 Orange St., in the City of Wilmington, County of
New Castle. The name and address of its registered agent is The Corporation
Trust Company, Corporation Trust Center, 1209 Orange St., Wilmington, Delaware.

         THIRD:   The nature of the business, or objects or purposes proposed
to be transacted, promoted or carried on are:

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         To acquire the entire assets, business and good will of the Harris
         Automatic Press Company, an Ohio corporation, and of any other
         corporations and in connection therewith to determine what portion of
         the assets so acquired shall constitute capital and what portion shall
         constitute surplus available for dividends on the capital stock of this
         corporation, such surplus not to exceed the combined surpluses of the
         companies whose assets are so acquired as of the time of the
         acquisition thereof;

         To acquire, and pay for in cash, stock or bonds of this corporation or
         otherwise, the good will, rights, assets and property, and to undertake
         or assume the whole or any part of the obligations or liabilities of
         any person, firm, association or corporation;

         To engage in the manufacture of printing and lithographing presses of
         any and all types and makes, also paper cutting and trimming machinery
         and any and all machines and articles that may be used in the printing
         and lithographing business;

         To manufacture, purchase or otherwise acquire, own, mortgage, pledge,
         sell, assign and transfer, or otherwise dispose of, to invest, trade,
         deal in and deal with, goods, wares and merchandise and real and
         personal property of every class and description;

         To acquire, hold, use, sell, assign, lease, grant licenses in respect
         of, mortgage, or otherwise dispose of letters patent of the United
         States or any foreign country, patent rights, licenses and privileges,
         inventions, improvements and processes, copyrights, trademarks and
         trade names, relating to or useful in connection with any business of
         this corporation;

         To guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge
         or otherwise dispose of shares of the capital stock of, or any bonds,
         securities or evidence of indebtedness created by any other corporation
         or corporations organized under the laws of this state or any other
         state, country, nation or government and while the owner thereof to
         exercise all the rights, powers and privileges of ownership;

         To issue bonds, debentures or obligations of this corporation from time
         to time, for any of the objects or purposes of the corporation, and to
         secure the same by mortgage, pledge, deed of trust, or otherwise;

         To issue common stock, purchase warrants in connection with the sale or
         issue of the shares of capital stock of any class, or of other
         securities in order to vest in the purchasers or holders of such shares
         of capital stock or other securities the option right to purchase
         shares of common stock of the corporation in such amount and upon such
         terms as may be set forth in such warrants, all shares of common stock
         reserved for the purpose of being sold pursuant to the terms of such
         warrants to be free from any and all preemptive rights of any
         stockholders with respect thereto;


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         To purchase, hold, sell and transfer the shares of its own capital
         stock; provided it shall not use its funds or property for the purchase
         of its own shares of capital stock when such use would cause any
         impairment of its capital; and provided further that shares of its own
         capital stock belonging to it shall not be voted upon directly or
         indirectly;

         To have one or more offices, to carry on all or any of its operations
         and business and without restriction or limit as to amount to purchase
         or otherwise acquire, hold, own, mortgage, sell, convey, or otherwise
         dispose of real and personal property of every class and description in
         any of the States, Districts, Territories or Colonies of the United
         States, and in any and all foreign countries, subject to the laws of
         such State, District, Territory, Colony or Country;

         In general, to carry on any other business in connection with the
         foregoing, whether manufacturing or otherwise, and to have and exercise
         all the powers conferred by the laws of Delaware upon corporations
         formed under the act hereinafter referred to, and to do any or all of
         the things hereinbefore set forth to the same extent as natural persons
         might or could do.

         The foregoing clauses shall be construed both as objects and powers;
and it is hereby expressly provided that the foregoing enumeration of specific
powers shall not be held to limit or restrict in any manner the powers of this
corporation.

         FOURTH: Section 1. The total number of shares of all classes of stock
which this corporation shall have authority to issue is 251,000,000 shares, of
which 250,000,000 shares shall be Common Stock of the par value of $1 per share
and 1,000,000 shares shall be Preferred Stock without par value.

         Section 2.  The terms and provisions of the Common Stock of the par
value of $1 per share are as follows:

         A. The holders of Common Stock are entitled at all times to one vote
for each share; subject, however, to the voting rights of the holders of the
Preferred Stock. The Common Stock is subject to all of the terms and provisions
of the Preferred Stock as fixed by the Board of Directors as hereinafter
provided.

         B. No holder of any class of shares of the corporation shall have any
preemptive or other preferential right to subscribe to or purchase any shares of
any class of stock of the corporation, whether now or hereafter authorized and
whether unissued or in the treasury, or to subscribe to or purchase any
obligations convertible into shares of any class of stock of the corporation, at
any time issued or sold.

         Section 3. The Preferred Stock shall be issued from time to time in one
or more series with such distinctive serial designations and (a) may have such
voting powers, full or limited, or may be without voting powers; (b) may be
subject to redemption at such time or times and at such prices; (c) may be
entitled to receive dividends (which may be cumulative or non-cumulative) at

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such rate or rates; on such conditions, and at such times, and payable in
preference to, or in such relation to, the dividends payable on any other class
or classes or series of stock; (d) may have such rights upon the dissolution of,
or upon any distribution of the assets of, the corporation; (e) may be made
convertible into, or exchangeable for, shares of any other class or classes or
of any other series of the same or any other class or classes of stock of the
corporation, at such price or prices or at such rates of exchange, and with such
adjustments; and (f) shall have such other relative, participating, optional or
other special rights, qualifications, limitations or restrictions thereof, all
as shall hereafter be stated and expressed in the resolution or resolutions
providing for the issue of such Preferred Stock from time to time adopted by the
Board of Directors pursuant to authority so to do which is hereby vested in the
Board.

         FIFTH:   This corporation is to have perpetual existence.

         SIXTH:   The private property of the stockholders shall not be subject
to the payment of corporate debts to any extent whatever.

         SEVENTH: In furtherance, and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized:

         To make and alter the by-laws of this corporation, to fix the amount to
be reserved as working capital over and above its capital stock paid in, to
authorize and cause to be executed mortgages and liens upon the real and
personal property of this corporation.

         From time to time to determine whether and to what extent, and at what
times and places, and under what conditions and regulations, the accounts and
books of this corporation (other than the stock ledger) or any of them, shall be
open to inspection of stockholders; and no stockholder shall have any right of
inspecting any account, book or document of this corporation except as conferred
by statute, unless authorized by resolution of the stockholders or directors.

         If the by-laws so provide, to designate two or more of its number to
constitute an executive committee, which committee shall for the time being, as
provided in said resolution or in the by-laws of this corporation, have and
exercise any or all of the powers of the Board of Directors in the management of
the business and affairs of this corporation, and have power to authorize the
seal of this corporation to be affixed to all papers which may require it.

         Pursuant to the affirmative vote of the holders of at least a majority
of the stock issued and outstanding, having voting power, given at a
stockholders' meeting duly called for that purpose, or when authorized by the
written consent of the holders of a majority of the voting stock issued and
outstanding, the Board of Directors shall have power and authority at any
meeting to sell, lease or exchange all of the property and assets of this
corporation, including its good will and its corporate franchises, upon such
terms and conditions as its Board of Directors deems expedient and for the best
interest of the corporation.


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         This corporation may in its by-laws confer powers upon its directors in
addition to the foregoing, and in addition to the powers and authorities
expressly conferred upon them by the statute.

         Both stockholders and directors shall have power, if the by-laws so
provide, to hold their meetings, and to have one or more offices within or
without the State of Delaware, and to keep the books of this corporation
(subject to the provisions of the statutes), outside of the State of Delaware,
at such places as may be from time to time designated by the Board of Directors.

         EIGHTH: This corporation reserves the right to amend, alter, change or
repeal any provision contained in the Restated Certificate of Incorporation, in
the manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

         NINTH:   SECTION 1.  A.    HIGHER VOTE FOR CERTAIN  BUSINESS
COMBINATIONS.  In addition to any affirmative  vote required by law or this
Certificate of Incorporation, and except as otherwise expressly provided in
Section 2 of this Article:

                  (i) any merger or consolidation or share exchange of this
         corporation or any Subsidiary (as hereinafter defined) with (a) any
         Interested Stockholder (as hereinafter defined) or (b) any other
         corporation (whether or not itself an Interested Stockholder) which is,
         or after such merger or consolidation would be, an Affiliate (as
         hereinafter defined) of an Interested Stockholder, in each case without
         regard as to which entity shall be the surviving entity; or

                  (ii) any sale, lease, exchange, mortgage, pledge, transfer or
         other disposition (in one transaction or a series of transactions) to
         or with any Interested Stockholder or any Affiliate of any Interested
         Stockholder of any assets of this corporation or any Subsidiary having
         an aggregate Fair Market Value of $1,000,000 or more; or

                  (iii) the issuance or transfer by this corporation or any
         Subsidiary (in one transaction or a series of transactions) of any
         securities of this corporation or any Subsidiary to any Interested
         Stockholder or any Affiliate of any Interested Stockholder in exchange
         for cash, securities or other property (or a combination thereof)
         having an aggregate Fair Market Value of $1,000,000 or more; or

                  (iv)     the  adoption  of any plan or  proposal  for the
         liquidation  or  dissolution  of this  corporation  proposed by or
         on behalf of an Interested Stockholder or any Affiliate of any
         Interested Stockholder; or

                  (v) any reorganization or reclassification of securities
         (including any reverse stock split, or recapitalization of this
         corporation, or any merger or consolidation of this corporation with
         any of its Subsidiaries or any other transaction (whether or not with
         or into or otherwise involving an Interested Stockholder) which has the
         effect, directly or indirectly, of increasing the proportionate share
         of the outstanding shares of any class of



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         equity or convertible securities of this corporation or any Subsidiary
         which is directly or indirectly owned by any Interested Stockholder;

shall require the affirmative vote of the holders of at least 80 percent of the
voting power of the then outstanding shares of capital stock of this corporation
entitled to vote generally in the election of directors (the "Voting Stock"),
voting together as a single class (it being understood that for purposes of this
Article, each share of the Voting Stock shall have the number of votes granted
to it pursuant to Article Fourth of this Certificate of Incorporation). Such
affirmative vote shall be required notwithstanding the fact that no vote may be
required, or that a lesser percentage may be specified, by law or in any
agreement with any national securities exchange or otherwise.

         B.       DEFINITION OF "BUSINESS COMBINATION." The term "Business
Combination" as used in this Article shall mean any transaction which is
referred to in any one or more of Clauses (i) through (v) of Paragraph A of this
Section 1.

         Section 2. The provisions of Section 1 of this Article shall not be
applicable to any particular Business Combination, and such Business Combination
shall require only such affirmative vote as is required by law and any other
provision of this Certificate of Incorporation, if all of the conditions
specified in either of the following Paragraphs A and B are met:

         A.       APPROVED  BY  CONTINUING  DIRECTORS.  The  Business
Combination  shall have been  approved  by a majority of the  Continuing
Directors  (as hereinafter defined).

         B.       PRICE AND PROCEDURE REQUIREMENTS.  All of the following
conditions shall have been met:

                  (i) The aggregate amount of the cash and the Fair Market Value
         (as hereinafter defined) as of the date of the consummation of the
         Business Combination of consideration other than cash to be received
         per share by holders of Common Stock in such Business Combination shall
         be at least equal to the highest share price (including any brokerage
         commissions, transfer taxes and soliciting dealers' fees) paid by the
         Interested Stockholder for any shares of Common Stock acquired by it
         (a) within the 2-year period immediately prior to the first public
         announcement of the proposal of the Business Combination or (b) in the
         transactions in which it became an Interested Stockholder, whichever is
         higher;

                  (ii) The consideration to be received by holders of a
         particular class of outstanding Voting Stock (including Common Stock)
         shall be in cash or in the same form as the Interested Stockholder has
         previously paid for shares of such class of Voting Stock. If the
         Interested Stockholder has paid for shares of any class of Voting Stock
         with varying forms of consideration, the form of consideration for such
         class of Voting Stock shall be either cash or the form used to acquire
         the largest number of shares of such class of Voting Stock previously
         acquired by it.



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                  (iii) A proxy or information statement describing the proposed
         Business Combination and complying with the requirements of the
         Securities Exchange Act of 1934 and the rules and regulations
         thereunder (or any subsequent provisions replacing such Act, rules or
         regulations) shall be mailed to public stockholders of this corporation
         at least 30 days prior to the consummation of such Business Combination
         (whether or not such proxy or information statement is required to be
         mailed pursuant to such Act or subsequent provisions).

         Section 3.  For the purposes of this Article:

         A.       A "person" shall mean any individual, firm, corporation or
other entity.

         B.       "Interested Stockholder" shall mean any person (other than
this corporation or any Subsidiary) who or which:

                  (i)  is the beneficial owner, directly or indirectly, of
         more than 10 percent of the voting power of the outstanding Voting
         Stock; or

                  (ii) is an Affiliate of this corporation and at any time
         within the 2-year period immediately prior to the date in question was
         the beneficial owner, directly or indirectly, of 10 percent or more of
         the voting power of the then outstanding Voting Stock; or

                  (iii) is an assignee of or has otherwise succeeded to any
         shares of Voting Stock which were at any time within the 2-year period
         immediately prior to the date in question beneficially owned by any
         Interested Stockholder, if such assignment or succession shall have
         occurred in the course of a transaction or series of transactions not
         involving a public offering within the meaning of the Securities Act of
         1933.

         C.       A person shall be a "beneficial owner" of any Voting Stock:

                  (i)  which such person or any of its Affiliates or Associates
         (as hereinafter defined) beneficially owns, directly or indirectly; or

                  (ii) which such person or any of its Affiliates or Associates
         has (a) the right to acquire (whether such right is exercisable
         immediately or only after the passage of time), pursuant to any
         agreement, arrangement or understanding or upon the exercise of
         conversion rights, exchange rights, warrants or options, or otherwise,
         or (b) the right to vote pursuant to any agreement, arrangement or
         understanding; or

                  (iii) which are beneficially owned, directly or indirectly, by
         any other person with which such person or any of its Affiliates or
         Associates has any agreement, arrangement or understanding for the
         purpose of acquiring, holding, voting or disposing of any shares of
         Voting Stock.



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         D. For the purposes of determining whether a person is an Interested
Stockholder pursuant to Paragraph B of this Section 3, the number of shares of
Voting Stock deemed to be outstanding shall include shares deemed owned through
application of Paragraph C of this Section 3 but shall not include any other
shares of Voting Stock which may be issuable pursuant to any agreement,
arrangement or understanding, or upon exercise of conversion rights, warrants or
options, or otherwise.

         E. "Affiliate" or "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Securities Exchange Act of 1934, as in effect on April 27, 1984, and shall
include in any case any person that directly or indirectly controls or is
controlled by or is under common control with the person specified.

         F. "Subsidiary" means any corporation of which a majority of any class
of equity security is owned, directly or indirectly, by this corporation;
provided, however, that for the purposes of the definition of Interested
Stockholder set forth in Paragraph B of this Section 3, the term "Subsidiary"
shall mean only a corporation of which a majority of each class of equity
security is owned, directly or indirectly, by this corporation.

         G. "Continuing Director" means any member of the Board of Directors of
this corporation who is unaffiliated with the Interested Stockholder and was a
member of the Board of Directors prior to the time that the Interested
Stockholder became an Interested Stockholder, and any successor of a Continuing
Director who is unaffiliated with the Interested Stockholder and is recommended
to succeed a Continuing Director by a majority of Continuing Directors then on
the Board.

         H. "Fair Market Value" means (i) in the case of stock, the highest
closing sale price during the 30-day period immediately preceding the date in
question of a share of such stock on the Composite Tape for New York Stock
Exchange-Listed Stocks, or, if such stock is not quoted on the Composite Tape,
on the New York Stock Exchange, or, if such stock is not listed on such
Exchange, on the principal United States securities exchange registered under
the Securities Exchange Act of 1934 on which such stock is listed, or, if such
stock is not listed on any such exchange, the highest closing bid quotation with
respect to a share of such stock during the 30-day period preceding the date in
question on the National Association of Securities Dealers, Inc. Automated
Quotations System or any system then in use, or if no such quotations are
available, the fair market value on the date in question of a share of such
stock as determined by the Board in good faith; and (ii) in the case of property
other than cash or stock, the fair market value of such property on the date in
question as determined by the Board of Directors in good faith.

         I. In the event of any Business Combination in which this corporation
survives, the phrase "consideration [other than cash] to be received" as used in
Paragraphs B(i) and (ii) of Section 2 of this Article shall include the shares
of Common Stock and/or the shares of any other class of outstanding Voting Stock
retained by the holders of such shares.

         J. The directors of this corporation shall have the power and duty to
determine on the basis of information known to them after reasonable inquiry,
(i) whether a person is an



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Interested Stockholder, (ii) the number of shares of Voting Stock
beneficially owned by any person, (iii) whether a person is an Affiliate or
Associate of another, and (iv) whether the assets which are the subject of any
Business Combination have, or the consideration to be received for the issuance
or transfer of securities by this corporation or any Subsidiary in any Business
Combination has, an aggregate Fair Market Value of $1,000,000 or more.

         Section 4. Nothing contained in this Article shall be construed to
relieve any Interested Stockholder from any fiduciary obligation imposed by law.

         Section 5. Notwithstanding any other provisions of this Certificate of
Incorporation or the by-laws of this corporation (and notwithstanding the fact
that a lesser percentage may be specified by law, this Certificate of
Incorporation or the by-laws of this corporation), the affirmative note of the
holders of 80 percent or more of the voting power of the shares of the then
outstanding Voting Stock, voting together as a single class, shall be required
to amend or repeal, or adopt any provisions inconsistent with, this Article of
this Certificate of Incorporation.

         TENTH: Section 1. Any purchase by this corporation of shares of Voting
Stock from an Interested Shareholder, other than pursuant to an offer to the
holders of all of the outstanding shares of the same class of Voting Stock as
those so purchased, at a per share price in excess of the Market Price at the
time of such purchase of the shares so purchased, shall require the affirmative
vote of the holders of that amount of the voting power of the Voting Stock equal
to the sum of:

                  (i)  the voting power of the shares of Voting Stock of which
          the Interested Shareholder is the beneficial owner, and

                  (ii) a majority of the voting power of the remaining
          outstanding shares of Voting Stock, voting together as a single class.

         Section 2. In any election of directors of this corporation on or after
the date on which any 40 percent Shareholder (as hereinafter defined) becomes a
40 percent Shareholder, and until such time as no 40 percent Shareholder any
longer exists, there shall be cumulative voting for election of directors so
that any holder of shares of Voting Stock entitled to vote in such election
shall be entitled to as many votes as shall equal the number of directors to be
elected multiplied by the number of votes to which such shareholder's shares
would be entitled except for the provision of this Section 2, and such
shareholder may cast all of such votes for a single director, or distribute such
votes among as many candidates as such shareholder sees fit. In any such
election of directors, one or more candidates for the Board of Directors of the
corporation may be nominated by a majority of the Disinterested Directors. With
respect to any candidates nominated by a majority of the Disinterested Directors
or by any person who is the beneficial owner of shares of Voting Stock having a
Market Price of $100,000 or more, there shall be included in any proxy statement
or other communication with respect to such election to be sent to holders of
shares of Voting Stock by the corporation during the period in which there is a
40 percent Shareholder, at the expense of the corporation, descriptions and
other statements of or with respect to such candidates submitted by them or on
their behalf, which shall receive equal space, coverage and


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treatment as is received by candidates nominated by the Board of Directors or
management of the corporation.

         Section 3.  It shall be the duty of any Interested Shareholder:

                  (i) to give or cause to be given written notice to the
         corporation, immediately upon becoming an Interested Shareholder, of
         such person's status as an Interested Shareholder and of such other
         information as the corporation may reasonably require with respect to
         identifying all owners and amount of ownership of the outstanding
         Voting Stock of which such Interested Shareholder is a beneficial owner
         as defined herein, and

                  (ii) to notify the corporation promptly in writing of any
         change in the information provided in subparagraph (i) of this
         Section 3,

         PROVIDED, HOWEVER, that the failure of an Interested Shareholder to
         comply with the provisions of this Section 3 shall not in any way be
         construed to prevent the corporation from enforcing the provisions of
         this Article.

         Section 4.  For the purposes of this Article:

         A.       A "person" shall mean any individual, firm, corporation, or
other entity.

         B.       "Voting  Stock"  shall mean the  outstanding  shares of
capital  stock of the  corporation  entitled  to vote  generally  in the
election of directors.

         C.       "Interested Shareholder" shall mean any person (other than
the corporation or any Subsidiary) who or which:

                  (i)  is the beneficial owner, directly, or indirectly, of
         5 percent or more of the voting power of the outstanding Voting Stock;
         or

                  (ii) is an Affiliate of the corporation and at any time within
         the 2-year period immediately prior to the date in question was the
         beneficial owner, directly or indirectly, of 5 percent or more of the
         voting power of the then outstanding Voting Stock; or

                  (iii) is an assignee of or has otherwise succeeded to any
         shares of Voting Stock which were at any time within the 2-year period
         immediately prior to the date in question beneficially owned by any
         Interested Shareholder, if such assignment or succession shall have
         occurred in the course of a transaction or series of transactions not
         involving a public offering within the meaning of the Securities Act of
         1933.

         D.       "40 percent Shareholder" shall mean any person (other than the
corporation or any Subsidiary) who or which:


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                  (i)  is the beneficial owner, directly or indirectly, of
         40 percent or more of the voting power of the outstanding Voting
         Stock; or

                  (ii) is an Affiliate of the corporation and at any time within
         the 2-year period immediately prior to the date in question was the
         beneficial owner, directly or indirectly, of 40 percent or more of the
         voting power of the then outstanding Voting Stock; or

                  (iii)is an assignee of or has otherwise succeeded to any
         shares of Voting Stock which were at any time within the 2-year period
         immediately prior to the date in question beneficially owned by any 40
         percent Shareholder, if such assignment or succession shall have
         occurred in the course of a transaction or series of transactions not
         involving a public offering within the meaning of the Securities Act of
         1933.

         E.       A person shall be a "beneficial owner" of any Voting Stock:

                  (i)   which such person or any of its Affiliates or
         Associates beneficially owns, directly or indirectly; or

                  (ii)  which such person or any of its Affiliates or Associates
         has (a) the right to acquire (whether such right is exercisable
         immediately or only after the passage of time), pursuant to any
         agreement, arrangement, or understanding or upon the exercise of
         conversion rights, exchange rights, warrants or options, or otherwise,
         or (b) the right to vote pursuant to any agreement, arrangement, or
         understanding; or

                  (iii) which are beneficially owned, directly or indirectly, by
         any other person with which such person or any of its Affiliates or
         Associates has any agreement, arrangement, or understanding for the
         purpose of acquiring, holding, voting, or disposing of any shares of
         Voting Stock.

         F. For the purpose of determining whether a person is an Interested
Shareholder or a 40 percent Shareholder pursuant to this Section 4, the number
of shares of Voting Stock deemed to be outstanding shall include shares deemed
owned through application of Paragraph E of this Section 4 but shall not include
any other shares of Voting Stock which may be issuable pursuant to any
agreement, arrangement, or understanding, or upon exercise of conversion rights,
warrants or options, or otherwise.

         G. "Market Price" means the last closing sale price immediately
preceding the time in question of a share of the stock in question on the
Composite Tape for New York Stock Exchange-Listed Stocks, or, if such stock is
not quoted on the Composite Tape, on the New York Stock Exchange, or, if such
stock is not listed on such Exchange, on the principal United States securities
exchange registered under the Securities Exchange Act of 1934 on which such
stock is listed, or, if such stock is not listed on any such exchange, the last
closing bid quotation with respect to a share of such stock immediately
preceding the time in question on the National Association of Securities
Dealers, Inc. Automated Quotations System or any system then in use (or any
other system of reporting or ascertaining quotations then available), or if such
stock is not


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so quoted, the fair market value at the time in question of a share of such
stock as determined by the Board in good faith.

         H.       "Fair Market Value" means:

                  (i)      in the case of stock, the Market Price, and

                  (ii)     in the case of property  other than cash or stock,
         the fair market value of such  property on the date in question as
         determined by the Board in good faith.

         I. "Disinterested Director" means any member of the Board of Directors
of the corporation (the "Board") who is unaffiliated with any Interested
Shareholder and/or 40 percent Shareholder and was a member of the Board prior to
the time that any Interested Shareholder or 40 percent Shareholder became an
Interested Shareholder or 40 percent Shareholder, and any successor of a
Disinterested Director who is unaffiliated with any Interested Shareholder or 40
percent Shareholder and is recommended to succeed a Disinterested Director by a
majority of Disinterested Directors then on the Board.

         Section 5. A majority of the Disinterested Directors of the corporation
shall have the power and duty to determine for the purposes of this Article, on
the basis of information known to them after reasonable inquiry, (A) whether a
person is an Interested Shareholder or a 40 percent Shareholder, (B) the number
of shares of Voting Stock beneficially owned by any person, and (C) whether a
person is an Affiliate or an Associate of another person. The good faith
determination of a majority of the Disinterested Directors shall be conclusive
and binding for all purposes of this Article.

         Section 6. Notwithstanding any other provisions of this Certificate of
Incorporation or the by-laws of the Corporation (and notwithstanding the fact
that a lesser percentage may be specified by law, this Certificate of
Incorporation, or the by-laws of the corporation), the affirmative vote of the
holders of at least 80 percent of the voting power of the outstanding Voting
Stock, voting together as a single class, shall be required to amend or repeal,
or adopt any provisions inconsistent with, this Article.

         ELEVENTH: The business and affairs of this corporation shall be managed
by or under the direction of a Board of Directors consisting of not less than 8
or more than 13 directors, the exact number of directors to be determined from
time to time by resolution adopted by affirmative vote of a majority of the
entire Board of Directors. The directors shall be divided into three classes,
designated Class I, Class II and Class III. Each class shall consist, as nearly
as may be possible, of one-third of the total number of directors constituting
the entire Board of Directors.

         At the 1985 annual meeting of stockholders, Class I directors shall be
elected for a 1-year term, Class II directors for a 2-year term and Class III
directors for a 3-year term. At each succeeding annual meeting of stockholders
beginning in 1986, successors to the class of directors whose term expires at
that annual meeting shall be elected for a 3-year term. If the number of
directors is changed, any increase or decrease shall be apportioned among the
classes so as to


                                   13
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maintain the number of directors in each class as nearly equal as possible,
and any additional director of any class elected to fill a vacancy resulting
from an increase in such class shall hold office for a term that shall coincide
with the remaining term of that class, but in no case will a decrease in the
number of directors shorten the term of any incumbent director. A director shall
hold office until the annual meeting for the year in which his term expires and
until his successor shall be elected and shall qualify, subject, however, to
prior death, resignation, retirement, disqualification, or removal from office.
Any vacancy on the Board of Directors that results from an increase in the
number of directors may be filled by a majority of the Board of Directors then
in office, and any other vacancy occurring in the Board of Directors may be
filled by a majority of the directors then in office, although less than a
quorum, or by a sole remaining director. Any director elected to fill a vacancy
not resulting from an increase in the number of directors shall have the same
remaining term as that of his predecessor.

         Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of preferred or preference stock issued by this corporation
shall have the right, voting separately by class or series, to elect directors
at an annual or special meeting of stockholders, the election, term of office,
filling of vacancies and other features of such directorships shall be governed
by the terms of this Certificate of Incorporation applicable thereto, and such
directors so elected shall not be divided into classes pursuant to this Article
unless expressly provided by such terms.

         No person (other than person nominated by or on behalf of the Board of
Directors) shall be eligible for election as a director at any annual or special
meeting of stockholders unless a written request that his or her name be placed
in nomination is received from a stockholder of record by the Secretary of this
corporation not less than 30 days prior to the date fixed for the meeting,
together with the written consent of such person to serve as a director.

         No director of this corporation shall be personally liable to this
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that this provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to this corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or knowing violation of law, (iii)
under Section 174 of Title 8 of the Delaware Code, or (iv) for any transaction
from which the director derived an improper personal benefit.

         TWELFTH: No action shall be taken by stockholders of this corporation
except at an annual or special meeting of stockholders of this corporation.

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   15
         IN WITNESS WHEREOF, HARRIS CORPORATION has caused its corporate seal to
be hereunto affixed and this Certificate to be signed by its Chairman, President
and Chief Executive Officer, and its Assistant Secretary this 8th day of
December, 1995.


                                            HARRIS CORPORATION

                                            By:

                                            /s/ P. W. Farmer
                                            --------------------------------
                                            P.W. Farmer, Chairman, President
                                            and Chief Executive Officer

                                            Attest:

                                            /s/ K. G. Fink,
                                            --------------------------------
                                            K.G. Fink, Assistant Secretary


STATE OF FLORIDA  )
BREVARD COUNTY    )     ss:

         BE IT REMEMBERED that on this 8th day of December, 1995, personally
came before me, a Notary Public in and for the County and State aforesaid, P.W.
Farmer, Chairman, President and Chief Executive Officer, and K.G. Fink,
Assistant Secretary of Harris Corporation, a corporation of the State of
Delaware, the corporation described in and which executed the foregoing
Certificate, known to me personally to be such, and they, the said P.W. Farmer
and K.G. Fink, as such Chairman, President and Chief Executive Officer, and such
Assistant Secretary, duly executed said Certificate before me and acknowledged
the said Certificate to be their act and deed and the act and deed of said
corporation and that the facts stated therein are true; that the signatures of
said Chairman, President and Chief Executive Officer, and Assistant Secretary of
said corporation to said foregoing Certificate are in the handwriting of the
said Chairman, President and Chief Executive Officer, and Assistant Secretary of
said corporation, respectively, and that the seal affixed to said Certificate is
the common or corporate seal of said corporation.

         IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.
                                            /s/ Sandra DePascale
                                            -------------------------------
                                            Sandra DePascale
                                            Notary Public, State of Florida
                                            Commission CC 342399
                                            Commission Expires 02/13/98

   16
                              CERTIFICATE

        I hereby certify that the foregoing is a true and correct copy of the
restated Certificate of Incorporation of Harris Corporation as in effect on 
the date hereof.

        IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal
of Harris Corporation this ________of___________,19___.


                                        -------------------------------
                                        Secretary of Harris Corporation