BHE

THE ARTICLES OF INCORPORATION
OF
BENCHMARK ELECTRONICS, INC.

Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of
Incorporation:

ARTICLE ONE

The name of the Corporation is Benchmark Electronics, Inc.

ARTICLE TWO

The following amendment to the Articles of Incorporation was adopted by
the shareholders of the Corporation on May 20, 1997. The amendment increases the
authorized shares of Common Stock of the Corporation from 10,000,000 to
30,000,000 shares. The amendment changes Article Four of the Corporation's
Articles of Incorporation, and the full text of Article Four as amended is as
follows:

"ARTICLE FOUR

Section 4.1. AUTHORIZED SHARES. The aggregate number of shares which
the Corporation shall have authority to issue is 35,000,000, which shall
consist of 30,000,000 shares of Common Stock, par value $0.10 per share,
and 5,000,000 shares of Preferred Stock, par value $0.10 per share.

Section 4.2. PREFERRED STOCK. The shares of Preferred Stock may be
divided into and issued in series. The Board of Directors shall have the
authority to establish series of unissued shares of Preferred Stock by
fixing the relative rights and preferences of the shares of any series so
established, and to increase or decrease the number of shares within each
such series; provided, however, that the Board of Directors may not
decrease the number of shares within a series of Preferred Stock to less
than the number of shares within such series that are then issued. The
Preferred Stock of each such series shall have such designations,
preferences, limitations, or relative rights, as shall be set forth in the
resolution or resolutions establishing such series adopted by the Board of
Directors.


-1-

Section 4.3. VOTING RIGHTS. Except as otherwise expressly provided in any
resolution or resolutions adopted by the Board of Directors establishing
any series of Preferred Stock, the exclusive voting power of the
Corporation shall be vested in the Common Stock. Except as expressly
provided in any such resolution or resolutions, or as otherwise provided
by the Texas Business Corporation Act, each outstanding share of Common
Stock shall be entitled to one vote on each matter submitted to a vote at
a meeting of the shareholders.

Section 4.4. DENIAL OF PREEMPTIVE RIGHTS AND CUMULATIVE VOTING. No
shareholder shall have any preemptive right whatsoever. Cumulative voting
shall not be permitted."

ARTICLE THREE

The number of shares of the Corporation outstanding at the time of such
adoption was 5,742,884, all of which were entitled to vote on the foregoing
amendment.

ARTICLE FOUR

The number of shares voted for such amendment was 3,133,380; and the
number of shares voted against such amendment was 651,189.


EXECUTED this 22nd day of May, 1997.