Exhibit 3.1

                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                     COMMUNICATIONS & POWER INDUSTRIES, INC.

      FIRST: The name of the corporation is Communications & Power Industries,
Inc.

      SECOND: The address of the Corporation's registered office in the State of
Delaware is 615 South DuPont Highway, in the City of Dover, County of Kent,
Delaware. The name of the Corporation's registered agent at such address is
National Corporate Research, Ltd.

      THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the Delaware General
Corporation Law.

      FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is One Thousand (1,000) shares of common stock, $0.01
par value per share.

      FIFTH: The business and affairs of the corporation shall be managed by or
under the direction of the Board of Directors, and the directors need not be
elected by written ballot unless required by the Bylaws of the corporation.

      SIXTH: In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware, the Board of Directors is expressly empowered to
adopt, amend or repeal the Bylaws of the corporation.

      SEVENTH: A director of the corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit. If the Delaware General Corporation Law is amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended. Any repeal or modification of this
provision shall not adversely affect any right or protection of a director of
the corporation existing at the time of such repeal or modification.

      EIGHTH: A. Right to Indemnification. Each person who was or is made a
party to or is threatened to be made a party to or is involuntarily involved in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative (a



"Proceeding"), by reason of the fact that he or she is or was a director or
officer of the corporation, or is or was serving (during his or her tenure as
director and/or officer) at the request of the corporation as a director,
officer, employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, whether the basis of such Proceeding is an
alleged action or inaction in an official capacity as a director or officer or
in any other capacity while serving as a director or officer, shall be
indemnified and held harmless by the corporation to the fullest extent
authorized by the Delaware General Corporation Law (or other applicable law), as
the same exists or may hereafter be amended, against all expense, liability and
loss (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection with such Proceeding. Such director or
officer shall have the right to be paid by the corporation for expenses incurred
in defending any such Proceeding in advance of its final disposition; provided,
however, that, if the Delaware General Corporation Law (or other applicable law)
requires, the payment of such expenses in advance of the final disposition of
any such Proceeding shall be made only upon receipt by the corporation of an
undertaking by or on behalf of such director or officer to repay all amounts so
advanced if it should be determined ultimately that he or she is not entitled to
be indemnified under this Article or otherwise.

      B. Right of Claimant to Bring Suit. If a claim under paragraph A of this
Article is not paid in full by the corporation within thirty (30) days after a
written claim has been received by the corporation, the claimant may at any time
thereafter bring suit against the corporation to recover the unpaid amount of
the claim, together with interest thereon, and, if successful in whole or in
part, the claimant shall also be entitled to be paid the expense of prosecuting
such claim, including reasonable attorneys' fees incurred in connection
therewith. It shall be a defense to any such action (other than an action
brought to enforce a claim for expenses incurred in defending any Proceeding in
advance of its final disposition where the required undertaking, if any is
required, has been tendered to the corporation) that the claimant has not met
the standards of conduct which make it permissible under the Delaware General
Corporation Law (or other applicable law) for the corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall be
on the corporation. Neither the failure of the corporation (or of its full Board
of Directors, its directors who are not parties to the Proceeding with respect
to which indemnification is claimed, its stockholders, or independent legal
counsel) to have made a determination prior to the commencement of such action
that indemnification of the claimant is proper in the circumstances because he
or she has met the applicable standard of conduct set forth in the Delaware
General Corporation Law (or other applicable law), nor an actual determination
by any such person or persons that such claimant has not met such applicable
standard of conduct, shall be a defense to such action or create a presumption
that the claimant has not met the applicable standard of conduct.

      C. Non-Exclusivity of Rights. The rights conferred by this Article shall
be in addition to and not be exclusive of any other right which any director,
officer, representative, employee or other agent may have or hereafter acquire
under the Delaware General Corporation Law or any other statute, or any
provision contained in the corporation's Certificate of Incorporation or Bylaws,
or any agreement, or pursuant to a vote of stockholders or disinterested
directors, or otherwise.

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      D. Insurance and Trust Fund. In furtherance and not in limitation of the
powers conferred by statute:

            (1) The corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
corporation, or is serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of law; and

            (2) The corporation may create a trust fund, grant a security
interest and/or use other means (including, without limitation, letters of
credit, surety bonds and/or other similar arrangements), as well as enter into
contracts providing indemnification to the fullest extent permitted by law and
including as part thereof provisions with respect to any or all of the
foregoing, to ensure the payment of such amount as may become necessary to
effect indemnification as provided therein, or elsewhere.

      E. Indemnification of Employees and Agents of the Corporation. The
corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification, including the right to be paid by
the corporation the expenses incurred in defending any Proceeding in advance of
its final disposition, to any employee or agent of the corporation to the
fullest extent of the provisions of this Article or otherwise with respect to
the indemnification and advancement of expenses of directors and officers of the
corporation.

      F. Amendment. Any repeal or modification of this Article EIGHTH shall not
change the rights of an officer or director to indemnification with respect to
any action or omission occurring prior to such repeal or modification.

      NINTH: The corporation reserves the right to amend or repeal any provision
contained in this Certificate of Incorporation in the manner prescribed by the
laws of the State of Delaware, and all rights conferred upon stockholders are
granted subject to this reservation.

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