AMENDED AND RESTATED
 
                         CERTIFICATE OF INCORPORATION
 
                                      OF
 
                     OPTICAL COMMUNICATION PRODUCTS, INC.
 
          Optical Communication Products, Inc., a corporation organized and
existing under the General Corporation Law of the State of Delaware DOES HEREBY
CERTIFY:
 
          FIRST: The original Certificate of Incorporation of Optical
Communication Products, Inc. was filed with the Secretary of State of Delaware
on June 6, 2000.
 
          SECOND: The Amended and Restated Certificate of Incorporation of
Optical Communication Products, Inc. in the form attached hereto as Exhibit A
                                                                    ---------
has been duly adopted in accordance with the provisions of Sections 242 and 245
of the General Corporation Law of the State of Delaware by the directors and
stockholders of the Corporation.
 
          THIRD: The Amended and Restated Certificate of Incorporation so
adopted reads in full as set forth in Exhibit A attached hereto and is hereby
                                      ---------
incorporated herein by this reference.
 
          IN WITNESS WHEREOF, Optical Communication Products, Inc. has caused
this Certificate to be signed by the President and the Secretary this ___ day of
October, 2000.
 
 
                                           OPTICAL COMMUNICATION PRODUCTS,
                                           INC., a Delaware corporation
 
 
                                           By
                                              -----------------------------
                                              Muoi Van Tran,
                                              President
ATTEST:
 
 
By
    ---------------------------------------------
    Susie L. Nemeti,
    Secretary
<PAGE>
 
                                   EXHIBIT A
 
                              AMENDED AND RESTATED
 
                          CERTIFICATE OF INCORPORATION
 
                                       OF
 
                      OPTICAL COMMUNICATION PRODUCTS, INC.
 
                                   ARTICLE I.
 
     The name of this Corporation is Optical Communication Products, Inc.
 
                                  ARTICLE II.
 
          The address of the registered office of the Corporation in the State
of Delaware and the County of New Castle is 1013 Centre Road, Wilmington,
Delaware and the name of the registered agent at that address is Corporation
Service Company.
 
                                 ARTICLE III.
 
          The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
 
                                  ARTICLE IV.
 
          A. Classes of Stock. The total number of shares of capital stock that
             ----------------
the Corporation is authorized to issue is Two Hundred Seventy-Six Million
(276,000,000) shares of which:
 
             1. Two Hundred Sixty-Six Million (266,000,000) shares shall be
Common Stock of which:
 
                a. Two Hundred Million (200,000,000) shares shall be classified
Class A Common Stock, par value $0.001 per share ("Class A Common Stock"); and
                                                   --------------------
 
                b. Sixty-Six Million (66,000,000) shares shall be classified
Class B Common Stock, par value $0.001 per share ("Class B Common Stock," and
                                                   --------------------
together with the Class A Common Stock, "Common Stock").
                                         ------------
 
                c. For each share of Class B Common Stock that converts into a
share of Class A Common Stock as described herein, the number of shares
classified as Class B Common Stock shall be reduced by one share and the number
of shares classified as Class A Common Stock shall be increased by one share.
<PAGE>
 
             2. Ten Million (10,000,000) shares shall be Preferred Stock, par
value $0.001 per share ("Preferred Stock").
                         ---------------
 
         B. Changes in Authorized Shares. The number of authorized shares of any
            ----------------------------
class or classes of capital stock of the Corporation may be increased or
decreased (but not below the number of shares thereof then outstanding) by the
affirmative vote of the holders of a majority of the votes entitled to be cast
by the holders of the Common Stock of the Corporation, voting together as a
single class, irrespective of the provisions of Section 242(b)(2) of the General
Corporation Law of the State of Delaware or any corresponding provision
hereinafter enacted.
 
         C. Common Stock. The Board of Directors of the Corporation may
            ------------
authorize the issuance of shares of Class A Common Stock and shares of Class B
Common Stock from time to time. Shares of Class A Common Stock that are
redeemed, purchased or otherwise acquired by the Corporation may be reissued
except as otherwise provided by law. Shares of Class B Common Stock that are
redeemed, purchased, converted or otherwise acquired by the Corporation shall be
cancelled, retired and eliminated from the shares which the Corporation shall be
authorized to issue. The Board of Directors shall have no power to alter the
rights with respect to Class A Common Stock or Class B Common Stock.
 
            1. Reclassification. Effective at the time of the filing with the
               ----------------
Secretary of State of the State of Delaware of this Amended and Restated
Certificate of Incorporation, and without further action on the part of the
holders of the Common Stock outstanding immediately prior thereto ("Outstanding
                                                                    -----------
Common Stock"), each share of Outstanding Common Stock shall immediately and
------------
automatically convert into one share of Class A Common Stock.
 
            2. Voting Rights. The holders of shares of Class A Common Stock and
               -------------
Class B Common Stock shall have the following voting rights:
 
               a. Each share of Class A Common Stock shall entitle the holder
thereof to one (1) vote on all matters submitted to a vote of the stockholders
of the Corporation.
 
               b. Each share of Class B Common Stock shall entitle the holder
thereof to ten (10) votes on all matters submitted to a vote of the stockholders
of the Corporation.
 
               c. The holders of shares of Common Stock shall vote together as
one class on all matters submitted to a vote of stockholders of the Corporation,
except as otherwise required by applicable law.
 
           3. Rights and Preferences of Common Stock.. Except as expressly
              --------------------------------------
provided in this Article IV, Class A Common Stock and Class B Common Stock shall
have the same rights and privileges and shall rank equally, share ratable and be
identical in all respects as to all matters. The holders of the Class A Common
Stock and Class B Common Stock shall have the following rights and preferences:
 
                                       2
<PAGE>
 
              a. Dividends and Distributions. The holders of shares of Class A
                 ---------------------------
Common Stock and the holders of shares of Class B Common Stock shall be entitled
to receive equally, on a per share basis, such dividends, payable in cash or
otherwise, as may be declared thereon by the Board of Directors from time to
time out of assets or funds of the Corporation legally available therefor. If
dividends or other distributions are declared that are payable in shares of
Common Stock, only shares of Class A Common Stock shall be distributed with
respect to Class A Common Stock and only shares of Class B Common Stock shall be
distributed with respect to Class B Common Stock, unless the Board of Directors
of the Corporation determines in its discretion that it is in the best interests
of the Corporation to distribute shares of Class A Common Stock with respect to
Class B Common Stock, in which case shares of Class A Common Stock shall be
distributed with respect to Class B Common Stock in such amount that is equal to
the number of shares of Class B Common Stock that otherwise would have been
distributed.
 
              b. Subdivisions and Combinations. If the Corporation shall in any
                 -----------------------------
manner subdivide or combine the outstanding shares of either Class A Common
Stock or Class B Common Stock, the outstanding shares of the other such class of
Common Stock shall be proportionately subdivided or combined in the same manner
and on the same basis as the outstanding shares of Class A Common Stock or Class
B Common Stock, as the case may be, which has been subdivided or combined.
 
              c. Liquidation Rights. Subject to preferences applicable to
                 ------------------
Preferred Stock outstanding at any time, the holders of Class A Common Stock and
the holders of Class B Common Stock shall be entitled to share ratably in the
assets of the Corporation available for distribution to the holders of Common
Stock upon any liquidation or dissolution of the Corporation. Neither the
consolidation nor the merger of the Corporation with or into another corporation
or corporations shall be deemed to be a liquidation, dissolution or winding up
of the Corporation for the purposes of this Section (C)(3)(c) of Article IV.
 
          4.  Conversion of Class B Common Stock.
              ----------------------------------
 
              a. Optional Conversion. Each share of Class B Common Stock, at the
                 -------------------
option of its holder, may at any time be converted into one (1) fully paid and
nonassessable share of Class A Common Stock. Such right shall be exercised by
the surrender of the certificate representing such share of Class B Common Stock
to be converted to the Corporation at any time during normal business hours at
the principal executive offices of the Corporation or at the office maintained
by the Corporation for such purpose ("Transfer Agent"), accompanied by a written
                                      --------------
notice of the election by the holder thereof to convert and (if so required by
the Corporation or the Transfer Agent) by instruments of transfer, in form
satisfactory to the Corporation and to the Transfer Agent, duly executed by such
holder or such holder's duly authorized attorney, and transfer tax stamps or
funds therefor, if required pursuant to this Section (C)(4)(a) of Article IV.
 
              b. Automatic Conversion. Outstanding shares of Class B Common
                 --------------------
Stock shall automatically be converted into Class A Common Stock, without
further action by the respective holder or holders of such shares, at the times
and in the manner specified as follows:
 
                                       3
<PAGE>
 
                                       (i) Each share of Class B Common Stock
shall automatically convert into one (1) share of Class A Common Stock
immediately upon the transfer of record or beneficial ownership thereof by the
initial registered holder, whether or not for value, other than a transfer of
Class B Common Stock to an entity controlling, controlled by or under common
control with the initial registered holder; provided, that in the event that any
such transferee shall cease to be controlling, controlled by or under common
control with the initial registered holder, or such transferee shall
subsequently transfer shares of Class B Common Stock to an entity that is not
controlling, controlled by or under common control with the initial registered
holder, then each such transferred share of Class B Common Stock shall convert
automatically into one share of Class A Common Stock. "Control" for purposes of
                                                       -------
this Section (C)(4)(b)(i) of Article IV shall mean ownership of more than 50% of
the equity interest in an entity and more than 50% of the voting power on all
matters.
 
                                       (ii) If at any time, the total number of
outstanding shares of Class B Common Stock shall not constitute more than 20% of
the total number of outstanding shares of Common Stock of the Corporation, then
each share of Class B Common Stock shall convert automatically into one share of
Class A Common Stock.
 
                                     (iii) A determination by the Secretary of
the Corporation that a change in beneficial ownership requires conversion under
this Section (C)(4)(b) shall be conclusive. Upon making such determination, the
Secretary of the Corporation shall promptly request of the holder of record of
each such share that each such holder promptly deliver, and each such holder
shall promptly deliver, the certificate representing each such share to the
Corporation for documentation of such conversion, together with instruments of
transfer, in form satisfactory to the Corporation and Transfer Agent, duly
executed by such holder or such holder's duly authorized attorney, and together
with transfer tax stamps or funds therefor, if required pursuant to Section
(C)(4)(d) of Article IV.
 
              c. Mechanics of Conversion. As promptly as practicable following
                 -----------------------
the surrender for conversion of a certificate representing shares of Class B
Common Stock in the manner provided in Section (C)(4)(a) or (b) of Article IV,
as applicable, and the payment in cash of any amount required by the provisions
of Section (C)(4)(d) of Article IV, the Corporation will deliver or cause to be
delivered at the office of the Transfer Agent to or upon the written order of
the holder of such certificate, a certificate or certificates representing the
number of full shares of Class A Common Stock issuable upon such conversion,
issued in such name or names as such holder may direct. In the case of a
conversion under Section (C)(4)(a) of Article IV, such conversion shall be
deemed to have been made immediately prior to the close of business on the date
of the surrender of the certificate representing shares of Class B Common Stock.
In the case of a conversion under Section (C)(4)(b) of Article IV, such
conversion shall be deemed to have been made on the date that the ownership of
such shares has changed as set forth in Section (C)(4)(b). Upon the date any
conversion under Section (C)(4)(a) of Article IV is made, all rights of the
holder of such shares as such holder shall cease, and the person or persons in
whose name or names the certificate or certificates representing the shares of
Class A Common Stock are to be issued shall be treated for all purposes as
having become the record holder or holders of such shares of Class A Common
Stock; provided, however, that any such surrender and payment on any date when
the stock transfer books of the Corporation shall be closed shall constitute the
person or persons in whose name or names the certificate or
 
                                       4
<PAGE>
 
certificates representing shares of Class A Common Stock are to be issued as the
record holder or holders thereof for all purposes immediately prior to the close
of business on the next succeeding day on which stock transfer books are open.
Upon the date any conversion under Section (C)(4)(b) of Article IV is made, all
rights of the holder of such shares as such holder shall cease, and the new
owner or owners of such shares shall be treated for all purposes as having
become the record holder or holders of such shares of Class A Common Stock.
 
              d. Payment of Transfer Taxes. The issuance of certificates for
                 -------------------------
shares of Class A Common Stock upon conversion of shares of Class B Common Stock
shall be made without charge for any stamp or other similar tax in respect of
such issuance. However, if any such certificate is to be issued in a name other
than that of the holder of the share or shares of Class B Common Stock
converted, then the person or persons requesting the issuance thereof shall pay
to the Corporation the amount of any tax that may be payable in respect of any
transfer involved in such issuance or shall establish to the satisfaction of the
Corporation that such tax has been paid.
 
          D. Preferred Stock. The Preferred Stock may be issued from time to
             ---------------
time in one or more series. The Board of Directors of the Corporation (the
"Board of Directors") is expressly authorized to provide for the issue of all or
 -------------------
any of the shares of the Preferred Stock in one or more series, and to fix the
number of shares and to determine or alter, for each such series, such voting
powers, full or limited, or no voting powers, and such designations,
preferences, and relative, participating, optional, or other rights and such
qualifications, limitations, or restrictions thereof, as shall be stated and
expressed in the resolution or resolutions adopted by the Board of Directors
providing for the issue of such shares (a "Preferred Stock Designation") and as
                                           ---------------------------
may be permitted by the General Corporation Law of the State of Delaware. The
Board of Directors is also expressly authorized to increase or decrease (but not
below the number of shares of such series then outstanding) the number of shares
of any series subsequent to the issue of shares of that series. In case the
number of shares of any such series shall be so decreased, the shares
constituting such decrease shall resume the status that they had prior to the
adoption of the resolution originally fixing the number of shares of such
series.
                                   ARTICLE V.
 
          In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors shall have the power both before and after
receipt of any payment for any of the Corporation's capital stock, to adopt,
amend, repeal or otherwise alter the Bylaws of the Corporation without any
action on the part of the stockholders; provided, however, that the grant of
such power to the Board of Directors shall not divest the stockholders of nor
limit their power to adopt, amend, repeal or otherwise alter the Bylaws.
 
                                  ARTICLE VI.
 
          Elections of directors need not be by written ballot unless the Bylaws
of the Corporation shall so provide.
 
                                  ARTICLE VII.
 
                                       5
<PAGE>
 
          The Corporation reserves the right to adopt, repeal, rescind or amend
in any respect any provisions contained in this Amended and Restated Certificate
of Incorporation in the manner now or hereafter prescribed by applicable law,
and all rights conferred on stockholders herein are granted subject to this
reservation.
 
                                 ARTICLE VIII.
 
          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 General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
any improper personal benefit.  If the General Corporation Law of the State of
Delaware is amended after approval by the stockholders of this Article 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 General
Corporation Law of the State of Delaware as so amended.
 
          Any repeal or modification of the foregoing provisions of this Article
VIII by the stockholders of the Corporation shall not adversely affect any right
or protection of a director of the Corporation existing at the time of such
repeal or modification.
 
                                  ARTICLE IX.
 
          The number of directors which shall constitute the whole Board of
Directors of the Corporation shall be fixed from time to time by, or in the
manner provided in, the Bylaws of the Corporation or in an amendment thereof
duly adopted by the Board of Directors of the Corporation or by the stockholders
of the Corporation.
 
                                   ARTICLE X.
 
          Meetings of stockholders of the Corporation may be held within or
without the State of Delaware, as the Bylaws of the Corporation may provide.
The books of the Corporation may be kept (subject to any provision contained in
the statutes) outside the State of Delaware at such place or places as may be
designated from time to time by the Board of Directors of the Corporation or in
the Bylaws of the Corporation.