Exhibit 3.2


                            CERTIFICATE OF AMENDMENT

                                       OF

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                            TRANSDIGM HOLDING COMPANY

                Under Section 242 of the General Corporation Law

            TransDigm Holding Company, a corporation organized under the laws of
the State of Delaware (the "Corporation"), hereby certifies as follows:

            1. The original Certificate of Incorporation of the Corporation was
filed with the Secretary of State on September 23, 1993.

            2. The first paragraph of Paragraph Fourth of the Restated
Certificate of Incorporation of the Corporation is hereby amended in its
entirety to read as follows:

            FOURTH: The total number of shares of capital stock which the
            Corporation shall have authority to issue is 1,000,000, consisting
            of 900,000 shares of Common Stock, par value $.01 per share (the
            "Common Stock"), and 100,000 shares of Class A Common Stock, par
            value $.01 per share (the "Class A Common Stock").

                  Upon the effectiveness of this Certificate of Amendment of the
            Restated Certificate of Incorporation of the Corporation pursuant to
            the Delaware General Corporation Law, each ten issued and
            outstanding shares of Common Stock shall thereby and thereupon be
            combined into one validly issued, fully paid and non-assessable
            share of Common Stock; and each ten issued and outstanding shares of
            Class A Common Stock shall thereby and thereupon be combined into
            one validly issued, fully paid and non-assessable share of Class A
            Common Stock.

            3. The amendment of the Restated Certificate of Incorporation of the
Corporation set forth in the preceding paragraph has been duly adopted in
accordance with the provisions of Sections 228 and 242 of the General
Corporation Law, the Board of Directors of 



the Corporation having adopted resolutions setting forth such amendment,
declaring its advisability, and directing that it be submitted to the
stockholders of the Corporation for their approval; the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted having consented in writing to the adoption
of such amendment; and written notice of the adoption of such amendment by the
stockholders without a meeting by less than unanimous written consent having
been given to those stockholders from whom such written consent was not
received.


                                       2


            IN WITNESS WHEREOF, the undersigned officers of the Corporation have
executed this certificate on the 20th day of December 1993.


                                    TRANSDIGM HOLDING COMPANY


                                    By:/s/ Douglas W. Peacock
                                       ----------------------
                                       Douglas W. Peacock
                                       President

Attest:

/s/ Steven P. Dolberg
- ---------------------
Steven P. Dolberg
Secretary