Exhibit 3

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                             ANAREN MICROWAVE, INC.

        Pursuant to Section 805 of the New York Business Corporation Law

      Lawrence A. Sala and David M.  Ferrara,  the  undersigned,  President  and
Secretary of Anaren Microwave, Inc. (the "Corporation"), hereby certify:

            1. The name of the  Corporation  is Anaren  Microwave,  Inc.  It was
formed under the name Micronetics, Inc.

            2. The  Corporation's  Certificate of Incorporation was filed by the
New York Department of State on August 11, 1967.

            3. Paragraph FIRST,  setting forth the name of the  Corporation,  is
hereby amended to read as follows:

            FIRST, The name of the Corporation is Anaren, Inc.

            4. This  amendment to the  Certificate  of  Incorporation  of Anaren
Microwave,  Inc.  was  authorized,  pursuant to section  803(a) of the  Business
Corporation Law, by vote of the Board of Directors,  followed by the vote of the
holders of over a majority of all outstanding shares entitled to vote thereon at
a meeting  of the  shareholders  of the  Corporation,  duly  called  and held in
accordance with the New York Business Corporation Law.

            IN WITNESS WHEREOF,  we have signed this Certificate of Amendment on
December  20,  2002 and we affirm that the  statements  in this  Certificate  of
Amendment are true under the penalties of perjury.

                                             /s/ Lawrence A. Sala
                                             -----------------------------------
                                             Lawrence A. Sala
                                             President

                                             /s/ David M. Ferrara
                                             -----------------------------------
                                             David M. Ferrara
                                             Secretary