AMENDED AND RESTATED
                           ARTICLES OF INCORPORATION
 
                                       OF
 
                           SUN HYDRAULICS CORPORATION
 
 
     Sun Hydraulics Corporation, a corporation organized and existing under the
General Corporation Law of the State of Florida (the "Corporation"), does
hereby certify:
 
     I. The Corporation pursuant to the provisions of Section 607.1007 of the
Florida Business Corporation Act (the "Act"), hereby adopts these Amended and
Restated Articles of Incorporation which accurately restate and integrate the
original Articles of Incorporation filed on December 31, 1986, and all
amendments thereto that are in effect to date as permitted by Section 607.1007
of the Florida Statutes.
 
     II. Each amendment made by these Amended and Restated Articles of
Incorporation (the "Restated Articles") has been effected in conformity with
the provisions of the Act, and the Restated Articles and each amendment thereto
were duly approved and adopted by a majority of the shareholders of the
Corporation by written consent dated December 17, 1996.  Pursuant to Section
607.0704(3), within ten (10) days after the date of the written consent, notice
of the majority shareholders' consent and the contents of the consent will be
sent to all shareholders who had not provided their written consent to the
Restated Articles.
 
     III. The original Articles of Incorporation and all amendments and
supplements thereto are hereby superseded by the Restated Articles which are as
follows:
 
                                ARTICLE 1 - NAME
 
     The name of the corporation is SUN HYDRAULICS CORPORATION (the
"Corporation").
 
                              ARTICLE 2 - PURPOSE
 
     The nature of the business and the purpose for which the Corporation is
formed are to engage in any lawful act or activity for which a corporation may
be organized under the Act.
 
 
                  ARTICLE 3 - CORPORATION'S PRINCIPAL ADDRESS
 
     The principal office of the Corporation is located at 1500 University
Parkway, Sarasota, Florida  34230.
 
                    ARTICLE 4 - REGISTERED OFFICE AND AGENT
 
     The name and address of the Corporation's registered agent and registered
office in the State of Florida is Gregory C. Yadley, 101 East Kennedy
Boulevard, Suite 2800, Tampa, Florida  33602.
 
 
<PAGE>   2
 
 
                        ARTICLE 5 - AUTHORIZED SHARES
 
     The total number of shares of all classes of capital stock which the
Corporation shall have the authority to issue is Twenty-Two Million
(22,000,000) shares, consisting of (i) Twenty Million (20,000,000) shares of
common stock, $.001 value per share (the "Common Stock"), and (ii) Two Million
(2,000,000) shares of preferred stock, $.001 value per share (the "Preferred
Stock").  The designation, powers, preferences and relative participating,
optional or other special rights and the qualifications, limitations and
restrictions thereof in respect of each class of capital stock of the
Corporation are as follows:
 
           A. COMMON STOCK.  Each holder of record of shares of Common
      Stock shall be entitled to vote at all meetings of the
      shareholders and shall have one vote for each share held by him of
      record.  Subject to the prior rights of the holders of all classes
      or series of stock at the time outstanding having prior rights as
      to dividends, the holders of shares of Common Stock shall be
      entitled to receive, when and as declared by the Board of
      Directors of the Corporation (the "Board of Directors"), out of
      the assets of the Corporation legally available therefor, such
      dividends as may be declared from time to time by the Board of
      Directors.
 
           B. PREFERRED STOCK.  The Preferred Stock may be issued from
      time to time by the Board of Directors as shares of one or more
      classes and series.  Subject to the terms contained in any
      designation of a series of Preferred Stock and to limitations
      prescribed by law, the Board of Directors is expressly authorized,
      at any time and from time to time, to fix by resolution the
      designation and relative powers, preferences and rights and the
      qualifications and limitations thereof relating to the shares of
      each such class or series.  The authority of the Board of
      Directors with respect to the provisions for shares of any class
      of Preferred Stock or any series of any class of Preferred Stock
      shall include, but not be limited to, the following:
 
                 (1) the designation of such class or series, the number
            of shares to constitute such class or series which may be
            increased or decreased (but not below the number of shares
            of that class or series then outstanding) by resolution of
            the Board of Directors, and the stated value thereof if
            different from the par value thereof;
 
                 (2) whether the shares of such class or series shall
            have voting rights, in addition to any voting rights
            provided by law, and, if so, the terms of such voting
            rights;
 
                 (3) the dividends, if any, payable on such class or
            series, whether any such dividends shall be cumulative, and,
            if so, from what dates, the conditions and dates upon which
            such dividends shall be payable, the preference or relation
            which such dividends shall bear to the dividends payable on
            any shares of stock of any other class or any other series
            of the same class;
 
 
                                      -2-
<PAGE>   3
 
 
                 (4) whether the shares of such class or series shall be subject
            to redemption by the Corporation, and, if so, the times, prices and
            other conditions of such redemption;
 
                 (5) the amount or amounts payable upon, and the rights
            of the holders of such class or series in, the voluntary or
            involuntary liquidation, dissolution or winding up, or upon
            any distribution of the assets, of the Corporation;
 
                 (6) whether the shares of such class or series shall be
            subject to the operation of a retirement or sinking fund
            and, if so, the extent to and manner in which any such
            retirement or sinking fund shall be applied to the purchase
            or redemption of the shares of such class or series for
            retirement or other corporate purposes and the terms and
            provisions relative to the operation thereof;
 
                 (7) whether the shares of such class or series shall be
            convertible into, or exchangeable for, shares of stock of
            any other class or any other series of the same class or any
            other securities or cash or other property and, if so, the
            price or prices or the rate or rates of conversion or
            exchange and the method, if any, of adjusting the same, and
            any other terms and conditions of conversion or exchange;
 
                 (8) the limitations and restrictions, if any, to be
            effective while any shares of such class or series are
            outstanding upon the payment of dividends or the making of
            other distributions on, and upon the purchase, redemption or
            other acquisition by the Corporation of, the Common Stock or
            shares of stock of any other class or any other series of
            the same class;
 
                 (9) the conditions or restrictions, if any, upon the
            creation of indebtedness of the Corporation or upon the
            issue of any additional stock, including additional shares
            of such class or series or of any other series of the same
            class or of any other class;
 
                 (10) the ranking (be it pari passu, junior or senior)
            of each class or series vis-a-vis any other class or series
            of any class of Preferred Stock as to the payment of
            dividends, the distribution of assets and all other matters;
            and
 
                 (11) any other powers, preferences and relative,
            participating, optional and other special rights, and any
            qualifications, limitations and restrictions thereof,
            insofar as they are not inconsistent with the provisions of
            these Articles of Incorporation, to the full extent
            permitted in accordance with the laws of the State of
            Florida.
 
     The powers, preferences and relative, participating, optional and other
special rights of each class or series of Preferred Stock, and the
qualifications, limitations or restrictions thereof, if any, may differ from
those of any and all other series at any time outstanding.
 
 
 
                                      -3-
 
 
<PAGE>   4
 
 
                         ARTICLE 6 - BOARD OF DIRECTORS
 
     The Corporation shall have seven Directors to hold office until their
successors shall have been elected and qualified, or until their earlier
resignation, removal from office or death.  The number of directors may be
either increased or decreased from time to time in accordance with the Bylaws
of the Corporation.  The name and address of the directors of the Corporation
are:
 
                                Arthur B. Bodley
                             1000 North Main Street
                                Akron, OH  44310
 
                                Robert E. Koski
                          1500 West University Parkway
                         Sarasota, Florida  34243-2290
 
                                 James G. March
                                837 Tolman Drive
                              Stanford, CA  94305
 
                                 Clyde G. Nixon
                          1500 West University Parkway
                         Sarasota, Florida  34243-2290
 
                                 Curtis J. Timm
                              1424 Westbrook Drive
                              Sarasota, FL  34231
 
                                 Taco Van Tijn
                               71-73 Carter Lane
                                     London
                                England  EC4 5EQ
 
                                 David Wormley
                              101 Hammond Building
                           University Park, PA  16802
 
                   ARTICLE 7 - MANAGEMENT OF THE CORPORATION.
 
     The following provisions are inserted for the management of the business
and for the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and its
directors and shareholders:
 
           A. NUMBER, CLASS AND TERM.   The business and affairs of the
      Corporation shall be managed by or under the direction of a Board
      of Directors.  The number of Directors shall be determined from
      time to time by resolution adopted by the affirmative vote of a
      majority of the directors then in office.  The Board of Directors
      shall be divided into three classes, designated Class I, Class II
      and Class III.  Each class shall
 
                                      -4-
 
 
<PAGE>   5
 
      consist, as nearly as may be possible, of one-third of the total
      number of directors constituting the entire Board of Directors.
      Messrs. Bodley, Koski and March shall be designated to serve as
      Class I directors for a one-year term, Messrs. Nixon and Timm
      shall be designated to serve as Class II directors for a two-year
      term and Messrs. Van Tijn and Wormley shall be designated to serve
      as Class III directors for a three-year term.  At each annual
      meeting of shareholders beginning in 1997, successors to the class
      of directors whose term expires at that annual meeting shall be
      elected for a three-year term.  If the number of directors is
      changed, any increase or decrease shall be apportioned among the
      classes so as to maintain the number of directors in each class as
      nearly equal as possible, but in no case shall a decrease in the
      number of directors shorten the term of any incumbent director.  A
      director shall hold office until the annual meeting for the year
      in which his or her  term expires and until his or her successor
      shall be elected and shall qualify, subject, however, to prior
      death, resignation, retirement, disqualification or removal from
      office.
 
           B. VACANCIES.  Subject to the rights of holders of any series
      of Preferred Stock then outstanding, any vacancy on the Board of
      Directors that results from an increase in the number of directors
      may be filled by a majority of the Board of Directors then in
      office, provided that a quorum is present, and any other vacancy
      occurring in the Board of Directors may be filled by a majority of
      the directors then in office, even if less than a quorum is
      present, or by a sole remaining director.  Any director of any
      class elected to fill a vacancy resulting from an increase in such
      class shall hold office for a term that shall coincide with the
      remaining term of that class.  Any director elected to fill a
      vacancy not resulting from an increase in the number of directors
      shall have the same remaining term as that of his predecessor.
 
           C. REMOVAL.  Subject to the rights of holders of any series
      of Preferred Stock then outstanding, any director or the entire
      Board of Directors may be removed from office at any time, but
      only for cause by an affirmative vote of the holders of a majority
      of the then outstanding shares of voting stock.
 
           D. RIGHTS OF PREFERRED STOCK.  Notwithstanding the foregoing,
      whenever the holders of any one or more classes or series of
      Preferred Stock issued by the Corporation shall have the right,
      voting separately by class or series, to elect directors at an
      annual or special meeting of shareholders, the election, term of
      office, filling of vacancies and other features of such
      directorships shall be governed by the terms of these Articles of
      Incorporation applicable thereto, and such directors so elected
      shall not be divided into classes pursuant to this Section 7
      unless expressly provided by such terms.
 
           E. BALLOT.  Election of directors need not be by ballot
      unless the Bylaws so provide.
 
           F. POWERS.  In addition to the powers and authorities
      hereinabove or by statute expressly conferred upon them, the
      directors are hereby empowered to exercise all such powers and do
      all such acts and things as may be exercised or done by the
      Corporation; subject, nevertheless, to the provisions of the laws
      of the State of Florida, these Articles of Incorporation and any
      Bylaws from time to time made by the shareholders;
 
                                      -5-
 
 
<PAGE>   6
 
      provided, however, that no Bylaw so made shall invalidate any
      prior act of the directors which would have been valid if such
      Bylaw had not been made.
 
           G. BYLAWS.  Except to the extent prohibited by law, the Board
      of Directors shall have the power to make, alter, amend, change,
      add to or repeal the Bylaws of the Corporation and to establish
      the rights, powers and procedures that from time to time shall
      govern the Board of Directors and each of its members and that
      from time to time shall affect the Board of Directors' powers to
      manage the business and affairs of the Corporation, and no Bylaw
      shall be adopted by the shareholders of the Corporation which
      shall impair or impede the implementation of the foregoing.
 
                    ARTICLE 8 - SPECIAL SHAREHOLDER MEETINGS
 
     Special meetings of the shareholders of the Corporation for any purpose or
purposes may be called at any time by the Chairman of the Board, the President,
a majority of the members of the Board of Directors, or by the holders of fifty
percent (50%) of the outstanding shares entitled to vote on an issue proposed
to be considered at the special meeting.  Special meetings may not be called by
any other person or persons.  If the outstanding shares of the Common Stock are
held of record by more than thirty (30) shareholders, then no action required
or permitted to be taken at any annual or special meeting of shareholders of
the Corporation may be taken by written consent without a meeting of such
shareholders.
 
                  ARTICLE 9 - LIABILITY FOR MONETARY DAMAGES.
 
     No director of the Corporation shall be personally liable to the
Corporation or any other person for monetary damages for any statement, vote,
decision or failure to act regarding corporate management or policy by such
director as a director, except for liability under the Act and other applicable
law.  If the Act 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 Act as so amended.
 
                          ARTICLE 10 - INDEMNIFICATION
 
     The Corporation shall, to the full extent permitted by Florida law,
indemnify any person who is or was a director, officer, employee or agent of
the Corporation or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise.
 
                              ARTICLE 11 - CHANGES
 
     Notwithstanding any other provisions contained in these Articles of
Incorporation or in the Bylaws of the Corporation, the affirmative vote of the
holders of at least eighty percent (80%) of the votes entitled to be cast by
the holders of all then outstanding shares of the voting stock, voting together
as a single class, shall be required to amend or repeal, or adopt any
provisions inconsistent with, Sections 7, 8, 9, 10 and 11 of these Articles of
Incorporation.
 
     IN WITNESS WHEREOF, the undersigned President has executed these Amended
and Restated Articles of Incorporation this 17th day of December, 1996.
 
                                      -6-
 
 
<PAGE>   7
   
 
                                             /s/  Clyde G. Nixon
    
                                            --------------------------
                                            Clyde G. Nixon, President
 
 
 
 
 
 
 
 
                                     -7-