Exhibit 3.1

                 AMENDMENT TO THE BYLAWS OF ENDWAVE CORPORATION

         Article VII (Shares of Stock), Section 34 (Form and Execution of
Certificates) and Section 36 (Transfers) are hereby amended, effective this 2nd
day of February, 2007, to read in their entirety as follows:

         SECTION 34.       FORM AND EXECUTION OF CERTIFICATES. The shares of the
corporation shall be represented by certificates, or shall be uncertificated.
Certificates for the shares of stock, if any, shall be in such form as is
consistent with the Certificate of Incorporation and applicable law. Every
holder of stock represented by certificate in the corporation shall be entitled
to have a certificate signed by or in the name of the corporation by the
Chairman of the Board of Directors, or the President or any Vice President and
by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary,
certifying the number of shares owned by such holder in the corporation. Any or
all of the signatures on the certificate may be facsimiles. In case any officer,
transfer agent, or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be issued with the
same effect as if he were such officer, transfer agent, or registrar at the date
of issue.

         SECTION 36.       TRANSFERS.

                  (a)      Transfers of record of shares of stock of the
corporation shall be made only upon its books by the holders thereof, in person
or by attorney duly authorized, and, in the case of stock represented by
certificate, upon the surrender of a properly endorsed certificate or
certificates for a like number of shares. (Del. Code Ann., tit. 8, Section 201,
tit. 6, Section 8- 401(1)).

                  (b)      The corporation shall have power to enter into and
perform any agreement with any number of stockholders of any one or more classes
of stock of the corporation to restrict the transfer of shares of stock of the
corporation of any one or more classes owned by such stockholders in any manner
not prohibited by the DGCL. (Del. Code Ann., tit. 8, Section 160 (a)).