AMENDED AND
                 RESTATED ARTICLES OF INCORPORATION
                        OF CIRRUS LOGIC, INC.
 
     Michael L. Hackworth and Sam S. Srinivasan certify that:
 
     1.   They are the President and Secretary, respectively, of
CIRRUS LOGIC, INC., a California corporation.
 
     2.   The Articles of Incorporation of this corporation, as
amended, shall be amended and restated to read in their entirety as
follows:
 
                                  I
 
     The name of this corporation is CIRRUS LOGIC, INC.
 
 
                                 II
 
     The purpose of this corporation is to engage in any lawful act
or activity for which a corporation may be organized under the General
Corporation Law of California other than the banking business, the
trust company business or the practice of a profession permitted to
be incorporated by the California Corporations Code.
 
 
                                 III
 
                              Section 1
 
                          Authorized Shares
 
     This corporation is authorized to issue two classes of stock
designated "Common Stock" and "Preferred Stock," respectively.  The
total number of shares which this corporation is authorized to issue
is 85,282,345.  The number of shares of Common Stock which this
corporation is authorized to issue is 70,000,000 shares.  The number
of shares of Preferred Stock which this corporation is authorized to
issue is 15,282,345 shares.
 
     Upon the effectiveness of these Amended and Restated Articles of
Incorporation, every two and one-half shares of Common Stock
outstanding immediately prior thereto shall be combined and converted
into one share of Common Stock and every two and one-half shares of
Preferred Stock outstanding immediately prior thereto shall be
combined and converted into one share of Preferred Stock.
 
                              Section 2
 
                           Preferred Stock
 
     The Preferred Stock may be issued from time to time in one or
more series.  Subject to Section 3 of this Article III, the Board of
Directors of this corporation is authorized to determine or alter the
rights, preferences, privileges, and restrictions granted to or
imposed upon any wholly unissued series of Preferred Stock, and within
the limitations or restrictions stated in any resolution or
resolutions of the Board of Directors originally fixing the number of
shares constituting any series, to increase or decrease (but not below
the number of shares of any such series then outstanding) the number
of shares of any such series subsequent to the issuance of shares of
that series, to determine the designation and par value of any series,
and to fix the number of shares of any series.
 
                              Section 3
 
 Series A, Series B, Series C, Series D and Series E Preferred Stock
 
     Five series of Preferred Stock designated Series A Preferred
Stock, Series B Preferred Stock, Series C Preferred Stock, Series D
Preferred Stock and Series E Preferred Stock, consisting of 606,145
shares, 4,145,267 shares, 2,151,723 shares, 1,179,210 shares and
2,200,000 shares, respectively, are hereby authorized, which shares
shall have the rights, privileges, and preferences set forth below.
 
     (a)  Dividends.  The holders of shares of the Series A, Series B,
Series C, Series D and Series E Preferred Stock shall be entitled to
receive dividends, out of any funds legally available therefor, prior
and in preference to any declaration or payment of any dividend or
other distribution (payable other than in Common Stock of this
corporation) on the Common Stock of this corporation at the rate of
$0.03125 per annum on each outstanding share of Series A Preferred
Stock, $0.11875 per annum on each outstanding share of Series B
Preferred Stock, $0.163 per annum on each outstanding share of
Series C Preferred Stock, $0.2445 per annum on each outstanding share
of Series D Preferred Stock and $0.36675 per annum on each outstanding
share of Series E Preferred Stock, if and when declared by the Board
of Directors; provided, however, that no dividend shall be declared
and paid on any series of Preferred Stock unless a dividend is
declared and paid on all series of Preferred Stock.  In addition, the
holders of shares of the Series A, Series B, Series C, Series D and
Series E Preferred Stock shall be entitled to receive the same cash
dividends per share as paid per share of Common Stock, if and as
declared by the Board of Directors, based upon the number of shares
into which the shares of Series A, Series B, Series C, Series D and
Series E Preferred Stock are convertible pursuant to Section 3(c)
below.  Such preferential dividends shall be non-cumulative.
 
     (b)  Liquidation Preference
 
          (1)  Distribution to Holders of Preferred Stock.  In the
event of any liquidation, dissolution, or winding up of the corpo-
ration, either voluntary or involuntary, the holders of Series A,
Series B, Series C, Series D and Series E Preferred Stock shall be
entitled to receive, prior and in preference to any distribution of
any of the assets or surplus funds of the corporation to the holders
of the Common Stock by reason of their ownership thereof, an amount
equal to the sum of (i) all declared but unpaid dividends on each
share of the Series A, Series B, Series C, Series D and Series E
Preferred Stock, respectively and (ii) $0.625 with respect to each
share of Series A Preferred Stock, $1.821 with respect to each share
of Series B Preferred Stock, $2.50 with respect to each share of
Series C Preferred Stock, $3.75 with respect to each share of Series D
Preferred Stock, and $5.625 with respect to each share of Series E
Preferred Stock.
 
          (2)  Distribution of Limited Assets and Funds.  If the
assets and funds thus distributed among the holders of the Series A,
Series B, Series C, Series D and Series E Preferred Stock are
insufficient to permit the payment to such holders of the full
preferential amount specified in Section 3(b)(1) of this Article III,
then all of such assets and funds of this corporation legally
available for distribution shall be distributed ratably among the
holders of the Series A, Series B, Series C, Series D and Series E
Preferred Stock in proportion to their liquidation preferences of
$0.625, $1.821, $2.50, $3.75 and $5.625, respectively, per share.
 
          (3)  Distribution to Holders of Common Stock.  After the
holders of Series A, Series B, Series C, Series D and Series E
Preferred Stock have received the amounts specified in Section 3(b)(1)
of this Article III, the holders of Common Stock of the corporation
(including any Common Stock obtained upon conversion of Series A,
Series B, Series C, Series D and Series E Preferred Stock prior to the
distribution to holders of Series A, Series B, Series C, Series D and
Series E Preferred Stock pursuant to Section 3(b)(1) of this
Article III) shall be entitled to receive, on a pro rata basis (in
proportion to the number of shares of Common Stock then held by each
of such holders), all remaining assets of the corporation legally
available for distribution.
 
          (4)  Merger or Sale Included in Liquidation.  A consoli-
dation or merger of this corporation with or into any other corpo-
ration or corporations, or a sale of all or substantially all of the
assets of this corporation, shall be deemed to be a liquidation,
dissolution, or winding up within the meaning of this Section 3(b).
 
     (c)  Conversion.  The holders of Series A, Series B, Series C,
Series D and Series E Preferred Stock shall have the following
conversion rights ("Conversion Rights"):
 
          (1)  Conversion Rights
 
                           (i)     Voluntary Conversion.  Subject to
Section 3(c)(3) of this Article III, each share of Series A, Series B,
Series C, Series D and Series E Preferred Stock shall be convertible,
at the option of the holder thereof, at any time after the date of
issuance of such share, at the office of this corporation or any
transfer agent for the Series A, Series B, Series C, Series D or
Series E Preferred Stock, into such number of fully paid and
nonassessable shares of Common Stock as is determined by dividing
$0.48475 by the Conversion Price (as last adjusted and then currently
in effect) for the Series A Preferred Stock, by dividing $1.821 by the
Conversion Price (as last adjusted and then currently in effect) for
the Series B Preferred Stock, by dividing $2.50 by the Conversion
Price (as last adjusted and then currently in effect) for the Series C
Preferred Stock, by dividing $3.75 by the Conversion Price (as last
adjusted and then currently in effect) for the Series D Preferred
Stock and by dividing $5.625 by the Conversion Price (as last adjusted
and then currently in effect) for the Series E Preferred Stock.  As
of the date hereof, the Conversion Price per share at which shares of
Common Stock shall initially be issuable upon conversion of shares of
Series A Preferred Stock shall be $0.48475, upon conversion of the
Series B Preferred Stock shall be $1.821, upon conversion of the
Series C Preferred Stock shall be $2.50, upon conversion of the
Series D Preferred Stock shall be $3.75 and upon conversion of the
Series E Preferred Stock shall be $5.625; provided, however, that
after the date hereof such Conversion Prices shall be subject to
adjustment as set forth in Section 3(c)(3) and 3(c)(4) of this
Article III.  By such conversion, the converting holder relinquishes
any and all rights or entitlements to any dividends that may have been
declared under Section 3(a) of this Article III but have not been
paid, and no such dividends shall thereafter be or become due or
payable.
 
                          (ii)     Automatic Conversion.  Each share of
Series A, Series B, Series C and Series D Preferred Stock shall be
automatically converted into Common Stock at the then-applicable
Conversion Price immediately prior to the closing of an underwritten
public offering of the Common Stock of the corporation at a per-share
offering price to the public of not less than $7.50 per share (appro-
priately adjusted for any subsequent stock splits or combinations) and
a total offering price to the public of not less than $5,000,000.
Each share of Series E Preferred Stock shall be automatically
converted into Common Stock at the then-applicable Conversion Price
(i) immediately prior to the closing of an underwritten public
offering of the Common Stock of the corporation at a per-share
offering price to the public of not less than $10.00 per share
(appropriately adjusted for any subsequent stock splits or
combinations) and a total offering price to the public of greater than
$7,500,000 or (ii) if at any time after 150 days after the initial
public offering of this corporation's Common Stock (or, if earlier,
after the termination of the lock-up agreements between Shareholders
of this corporation and the corporation's underwriters in such
offering) the market price of the Common Stock equals or exceeds
$10.00 for twenty (20) consecutive days.  For this purpose, "market
price" shall be the mean of the bid and asked prices of the Common
Stock for such date, as reported in the Wall Street Journal (or, if
not so reported, as otherwise reported by the National Association of
Securities Dealers Automated Quotation (NASDAQ) System) or, if the
Common Stock is listed on a stock exchange (including the NASDAQ
National Market System), the closing price on such exchange on such
date, as reported in the Wall Street Journal.
 
          (2)  Mechanics of Conversion.  Before any holder of
Series A, Series B, Series C, Series D or Series E Preferred Stock
shall be entitled to convert the same into shares of Common Stock, he
shall surrender the certificate or certificates therefor, duly
endorsed, at the office of this corporation or of any transfer agent
for the Series A, Series B, Series C, Series D or Series E Preferred
Stock, and shall give written notice by mail, postage prepaid, to this
corporation at its principal corporate office, of the election to
convert the same.  Such election shall be effective upon receipt by
the corporation of such written notice and certificate.  This
corporation shall, as soon as practicable thereafter, issue and
deliver at such office to such holder of the Series A, Series B,
Series C, Series D or Series E Preferred Stock a certificate or
certificates for the number of shares of Common Stock to which such
holder shall be entitled as aforesaid.  Such conversion shall be
deemed to have been made immediately prior to the close of business
on the date of receipt of such notice and of the shares of Series A,
Series B, Series C, Series D or Series E Preferred Stock to be
converted, and the holder of shares of Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder of
such shares of Common Stock on such date.  If the conversion is in
connection with an underwritten offer of securities in accordance with
the provisions of Section 3(c)(1)(ii) of this Article III, then the
corporation shall give written notice of such offering to each holder
of Series A, Series B, Series C, Series D and Series E Preferred
Stock, and all rights of such holder with respect to his ownership of
Series A, Series B, Series C, Series D and Series E Preferred Stock
shall cease upon the effectiveness of such conversion, except his
right to receive a certificate representing the shares of Common Stock
so issued upon such conversion upon surrender of such holder's cer-
tificate representing his Series A, Series B, Series C, Series D or
Series E Preferred Stock.  In the event of such automatic conversion,
the holders of shares of Common Stock issuable upon such conversion
shall be treated for all purposes as the record holder of such shares
of Common Stock on the effective date of such conversion.
 
          (3)  Conversion Price Adjustments for all Preferred Stock.
The Conversion Price of the Series A, Series B, Series C, Series D and
Series E Preferred Stock shall be subject to adjustment from time to
time as follows:
 
                           (i)     Stock Dividend or Split.  If the number of
shares of Common Stock outstanding at any time after the filing date
of these Restated Articles is increased by a stock dividend payable
in shares of Common Stock or by a subdivision or split-up of shares
of Common Stock, then, effective upon the record date fixed for the
determination of holders of Common Stock entitled to receive such
stock dividend, subdivision, or split-up, the Conversion Price for the
Series A, Series B, Series C, Series D and Series E Preferred Stock
shall be appropriately decreased so that the number of shares of
Common Stock issuable on conversion of each share of Series A,
Series B, Series C, Series D and Series E Preferred Stock shall be
increased in proportion to such increase of outstanding shares of
Common Stock.
 
                          (ii)     Reverse Stock Split.  If the number of shares
of Common Stock outstanding at any time after the filing date of these
Restated Articles is decreased by a combination of the outstanding
shares of Common Stock, then, effective upon the record date of such
combination, the Conversion Price for the Series A, Series B,
Series C, Series D and Series E Preferred Stock shall be appropriately
increased so that the number of shares of Common Stock issuable on
conversion of each share of Series A, Series B, Series C, Series D and
Series E Preferred Stock shall be decreased in proportion to such
decrease in outstanding shares of Common Stock.
 
                         (iii)     Recapitalization or Reorganization.  If any
capital reorganization or reclassification of the capital stock of the
corporation, or any consolidation or merger of the corporation with
another corporation, or any sale of all or substantially all the
assets of the corporation to another corporation is effected, then,
as a condition of such reorganization, reclassification, con-
solidation, merger, or sale, lawful and adequate provision shall be
made whereby the holders of Series A, Series B, Series C, Series D and
Series E Preferred Stock shall thereafter have the right to acquire
and receive, upon the basis and upon the terms and conditions
specified herein and in lieu of the shares of Common Stock of the
corporation immediately theretofore receivable upon conversion of the
Series A, Series B, Series C, Series D and Series E Preferred Stock,
such shares of stock, securities, or assets as may be issued or
payable with respect to or in exchange for a number of outstanding
shares of such Common Stock equal to the number of shares of such
Common Stock immediately theretofore issuable upon conversion of the
Series A, Series B, Series C, Series D and Series E Preferred Stock
had such reorganization, reclassification, consolidation, merger, or
sale not taken place.  In any such case, appropriate provision shall
be made with respect to the rights and interests of the holders of
Series A, Series B, Series C, Series D and Series E Preferred Stock
so that the provisions hereof (including without limitation provisions
for adjustment of the number of shares issuable upon conversion of the
Series A, Series B, Series C, Series D and Series E Preferred Stock)
shall thereafter be applicable, as nearly as may be practicable, in
relation to any shares of stock, securities, or assets thereafter
deliverable upon conversion of the Series A, Series B, Series C,
Series D or Series E Preferred Stock.
 
          (4)  Conversion Price Adjustments for Series B, Series C,
Series D and Series E Preferred Stock.
 
                           (i)     Special Definitions.  For purposes of this
Section 3(c)(4), the following definitions shall apply:
 
                         (A)  "Additional Shares of Common" shall mean
all shares of Common Stock issued (or, pursuant to
Section 3(c)(4)(iii) of this Article III, deemed to be issued) by the
corporation after the Reference Date, other than:
 
                              (a)  shares of Common Stock issued or
issuable upon conversion of shares of Series A, Series B, Series C,
Series D or Series E Preferred Stock;
 
                              (b)  up to 1,434,444 shares of Common
Stock (net of repurchases) issued or issuable after April 23, 1987 to
directors, officers, employees, consultants, sales representatives and
distributors of the corporation pursuant to any agreement, option
plan, purchase plan, or any other incentive program for directors,
officers, employees, consultants, sales representatives or
distributors (collectively, the "Plans") approved by the corporation's
Board of Directors;
 
                              (c)  shares of Common Stock issued or
issuable as a stock dividend, split, or reverse split under the
provisions of Section 3(c)(3) of this Article III;
 
                              (d)  shares of Common Stock issued or
issuable as any dividend or distribution on Series A, Series B,
Series C, Series D or Series E Preferred Stock; and
 
                              (e)  shares of Common Stock issued or
issuable by way of a dividend or other distribution on shares of
Common Stock excluded from the definition of Additional Shares of
Common by the foregoing clauses (a), (b), (c) and (d) or by this
clause (e) or on shares of Common Stock so excluded.
 
                         (B)  "Convertible Securities" shall mean any
evidences of indebtedness, shares (other than Common Stock and
Series A, Series B, Series C, Series D and Series E Preferred Stock)
or other securities convertible into or exchangeable for Common Stock.
 
                         (C)  "Options" shall mean rights, options,
or warrants to subscribe for, purchase, or otherwise acquire either
Common Stock or Convertible Securities.
 
                         (D)  "Reference Date" shall mean the date on
which these Restated Articles are filed."
 
                          (ii)     No Adjustment of Conversion Price.  No
adjustment in the Conversion Price of a particular share of Series B,
Series C, Series D or Series E Preferred Stock shall be made in
respect of the issuance of Additional Shares of Common unless the
consideration per share for an Additional Share of Common issued or
deemed to be issued by the corporation is less than the Conversion
Price in effect on the date of, and immediately prior to such
issuance, for such share of Series B, Series C, Series D or Series E
Preferred Stock.
 
                         (iii)     Deemed Issuance of Additional Shares of
Common Stock.
 
                         (A)  Options and Convertible Securities.  If
the corporation at any time or from time to time after the Reference
Date issues any Options or Convertible Securities or fixes a record
date for the determination of holders of any class of securities
entitled to receive any such Options or Convertible Securities, then
the maximum number of shares (as set forth in the instrument relating
thereto without regard to any provisions contained therein for a
subsequent adjustment of such number) of Common Stock issuable upon
the exercise of such Options or, in the case of Convertible Securities
and Options therefor, upon the conversion or exchange of such
Convertible Securities, shall be deemed to be Additional Shares of
Common issued as of the time of such issuance or, in case such a
record date has been fixed, as of the close of business on such record
date; provided, however, that Additional Shares of Common shall not
be deemed to have been issued unless the consideration per share
(determined pursuant to Section 3(c)(4)(v) of this Article III) for
such Additional Shares of Common would be less than the Conversion
Price of a particular share of Series B, Series C, Series D or
Series E Preferred Stock in effect on the date of and immediately
prior to such issuance or such record date, and provided further that
in any such case in which Additional Shares of Common are deemed to
be issued:
 
                              (a)  no further adjustment in the
Conversion Price shall be made upon the subsequent issuance of
securities upon the exercise of such Options or conversion or exchange
of such Convertible Securities;
 
                              (b)  if such Options or Convertible
Securities by their terms provide, with the passage of time or other-
wise, for any increase in the consideration payable to the corpo-
ration, or for any decrease in the number of shares of Common Stock
issuable, upon the exercise, conversion, or exchange thereof, then the
Conversion Price computed upon the original issuance thereof (or upon
the occurrence of a record date with respect thereto) and any
subsequent adjustments based thereon shall, upon any such increase or
decrease becoming effective, be recomputed to reflect such increase
or decrease insofar as it affects such Options or the rights of
conversion or exchange under such Convertible Securities; and
 
                              (c)  no readjustment pursuant to
clause (b) above shall have the effect of increasing the Conversion
Price to an amount that exceeds the lower of (i) the Conversion Price
on the original adjustment date, or (ii) the Conversion Price that
would have resulted from any issuance of Additional Shares of Common
between the original adjustment date and such readjustment date.
 
                          (iv)     Adjustment of Conversion Price Upon Issuance
of Additional Shares of Common Stock.  If the corporation issues
Additional Shares of Common (including Additional Shares of Common
deemed to be issued pursuant to Section 3(c)(4)(iii) of this
Article III) without consideration or for a consideration per share
less than the Conversion Price of a particular share of Series B,
Series C, Series D or Series E Preferred Stock in effect on the date
of and immediately prior to such issuance, then such Conversion Price
shall be reduced, concurrently with such issuance, to a price
(calculated to the nearest cent) determined by multiplying such
Conversion Price by a fraction, (i) the numerator of which is the
number of shares of Common Stock outstanding immediately prior to such
issuance plus the number of shares of Common Stock that the aggregate
consideration received by the corporation for the total number of
Additional Shares of Common so issued would purchase at such
Conversion Price, and (ii) the denominator of which is the number of
shares of Common Stock outstanding immediately prior to such issuance
plus the number of such Additional Shares of Common so issued;
provided, however, that, for the purposes of this Section 3(c)(4)(iv),
all shares of Common Stock issuable upon conversion of outstanding
shares of Series B, Series C, Series D and Series E Preferred Stock
and outstanding Convertible Securities shall be deemed to be
outstanding, and immediately after any Additional Shares of Common are
deemed issued pursuant to Section 3(c)(4)(iii) of this Article III,
such Additional Shares of Common shall be deemed to be outstanding.
 
                           (v)     Determination of Consideration.  For purposes
of this Section 3(c)(4), the consideration received by the corporation
for the issuance of any Additional Shares of Common shall be computed
as follows:
 
                         (A)  Cash and Property:  Such consideration
shall:
 
                              (a)  insofar as it consists of cash, be
computed as the aggregate amount of cash received by the corporation
excluding amounts paid or payable for accrued interest or accrued
dividends;
 
                              (b)  insofar as it consists of property
other than cash, be computed at the fair value thereof at the time of
such issuance, as determined in good faith by the corporation's Board
of Directors; and
 
                              (c)  if Additional Shares of Common are
issued together with other shares or securities or other assets of the
corporation for consideration that covers both, be the proportion of
such consideration so received, computed as provided in clauses (a)
and (b) above, as determined in good faith by the corporation's Board
of Directors.
 
                         (B)  Options and Convertible Securities.  The
consideration per share received by the corporation for Additional
Shares of Common deemed to have been issued pursuant to
Section 3(c)(4)(iii)(A), relating to Options and Convertible
Securities, shall be determined by dividing:
 
                              (a)  the total amount, if any, received
or receivable by the corporation as consideration for the issuance of
such Options or Convertible Securities, plus the minimum aggregate
amount of additional consideration (as set forth in the instruments
relating thereto, without regard to any provision contained therein
for a subsequent adjustment of such consideration) payable to the
corporation upon the exercise of such Options or the conversion or
exchange of such Convertible Securities, or in the case of Options for
Convertible Securities, the exercise of such Options for Convertible
Securities and the conversion or exchange of such Convertible
Securities; by
 
                              (b)  the maximum number of shares of
Common Stock (as set forth in the instruments relating thereto,
without regard to any provision contained therein for a subsequent
 27, 1995             /s/ Michael L. Hackworth
 
 
          (5)  No Impairment.  The corporation shall not, by amendment
of its Articles of Incorporation or through any reorganization,
transfer of assets, merger, dissolution, issuance or sale of
securities, or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or
performed hereunder by this corporation.  The corporation shall, at
all times in good faith, assist in carrying out of all the provisions
of this Section 3(c) and in taking all such action as may be necessary
or appropriate to protect the Conversion Rights of the holders of
Series A, Series B, Series C, Series D and Series E Preferred Stock
against impairment.
 
          (6)  No Fractional Shares; Certificate of Adjustment.
 
                           (i)     No Fractional Shares.  No fractional shares
shall be issuable upon the conversion of shares of Series A, Series B,
Series C, Series D or Series E Preferred Stock, and the number of
shares of Common Stock to be issued shall be rounded to the nearest
whole share.  If any fractional interest in a share of Common Stock
would, except for the provisions of this Section 3(c)(6)(i), be
deliverable upon conversion of any of the shares of Series A,
Series B, Series C, Series D or Series E Preferred Stock, then the
corporation shall pay to the holders of such converted stock an amount
in cash equal to the current market value of such fractional interest.
 
                          (ii)     Certificate of Adjustment.  Upon the
occurrence of each adjustment or readjustment of the Conversion Price
pursuant to this Section 3(c), the corporation at its expense shall
promptly compute such adjustment or readjustment in accordance with
the terms hereof and prepare and furnish to each applicable holder of
Series A, Series B, Series C, Series D and Series E Preferred Stock
a certificate setting forth such adjustment or readjustment and
showing in detail the facts upon which such adjustment or readjustment
is based.  The corporation shall, upon written request at any time
from any holder of Series A, Series B, Series C, Series D or Series E
Preferred Stock, furnish or cause to be furnished to such holder a
like certificate setting forth (A) such adjustment and readjustment,
(B) the Conversion Price in effect at the time, and (C) the number of
shares of Common Stock and the amount, if any, of other property that,
at the time, would be received upon the conversion of such Series A,
Series B, Series C, Series D or Series E Preferred Stock.
 
          (7)  Notices of Record Date.  If the corporation takes a
record of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive any
dividend (other than a cash dividend) or other distribution or any
right to subscribe for, purchase, or otherwise acquire any shares of
stock of any class or any other securities or property, or to receive
any other right, then the corporation shall mail to each holder of
Series A, Series B, Series C, Series D and Series E Preferred Stock,
at least ten (10) days prior to the date specified therein, a notice
specifying the date on which any such record is to be taken for the
purpose of such dividend, distribution, or right and the amount and
character of such dividend, distribution, or right.
 
          (8)  Reservation of Stock Issuable Upon Conversion.  The
corporation shall at all times reserve and keep available out of its
authorized but unissued shares of Common Stock solely for the purpose
of effecting the conversion of the shares of the Series A, Series B,
Series C, Series D and Series E Preferred Stock such number of its
shares of Common Stock as shall from time to time be sufficient to
effect the conversion of all outstanding shares of the Series A,
Series B, Series C, Series D and Series E Preferred Stock.  If at any
time the number of authorized but unissued shares of Common Stock is
not sufficient to effect the conversion of all then-outstanding shares
of Series A, Series B, Series C, Series D and Series E Preferred
Stock, then the corporation shall take such corporate action as may,
in the opinion of its counsel, be necessary to increase its authorized
but unissued shares of Common Stock to such number of shares as is
sufficient for such purpose.
 
          (9)  Notices.  Any notice required by the provisions of this
Section 3(c) to be given to the holders of shares of Series A,
Series B, Series C, Series D or Series E Preferred Stock shall be
deemed given if deposited in the United States mail, postage prepaid,
and addressed to each holder of record at his address appearing on the
books of the corporation.
 
     (d)  Voting Rights.  The holder of each share of Series A,
Series B, Series C, Series D and Series E Preferred Stock shall have
the right to one vote for each share of Common Stock then issuable
upon conversion of the Series A, Series B, Series C, Series D and
Series E Preferred Stock into Common Stock as provided in Section 3(c)
of this Article III.  With respect to such vote, such holder (i) shall
have full voting rights and powers equal to the voting rights and
powers of the holders of Common Stock, (ii) shall be entitled to
notice of any shareholders' meeting in accordance with the Bylaws of
the corporation, and (iii) shall be entitled to vote, together with
holders of Common Stock, upon any question affecting the management
and affairs of the corporation.  The Common Stock and Preferred Stock
shall vote together and not as separate classes, except as otherwise
provided by law and except as provided in Section 3(e) of this
Article III.
 
     (e)  Protective Provisions.  For so long as at least 3,000,000
shares (subject to adjustment for stock splits) of Preferred Stock are
outstanding, the corporation shall not do any of the following without
first obtaining the designated shareholder approval (by vote or
written consent, as provided by law):
 
          (1)  alter or change the rights, preferences, or privileges
of the shares of Series A, Series B, Series C, Series D or Series E
Preferred Stock so as to materially adversely affect the shares of
Series A, Series B, Series C, Series D or Series E Preferred Stock
without the approval of a majority of the then-outstanding shares of
each series of the Series A, the Series B, the Series C and the
Series D Preferred Stock and without the approval of at least sixty
percent (60%) of the then-outstanding shares of Series E Preferred
Stock;
 
          (2)  increase the authorized number of shares of Series A,
Series B, Series C, Series D or Series E Preferred Stock without the
approval of a majority of the then-outstanding shares of each series
of the Series A, the Series B, the Series C and the Series D Preferred
Stock and without the approval of at least sixty percent (60%) of the
then-outstanding shares of Series E Preferred Stock;
 
          (3)  create any new class or series of stock having a
preference over or on parity with the Series A, Series B, Series C,
Series D or Series E Preferred Stock with respect to dividends or upon
liquidation without the approval of a majority of the then-outstanding
shares of Preferred Stock;
 
          (4)  do any act or thing that would result in taxation of
the holders of shares of Preferred Stock under Section 305 of the
Internal Revenue Code of 1986 (or any comparable provision of the
Internal Revenue Code as hereafter from time to time amended) without
the approval of a majority of the then-outstanding shares of Preferred
Stock; or
 
          (5)  consolidate, merge or sell all or substantially all of
the assets of the Company, where the shareholders of the corporation
own interests in the continuing or surviving entity representing 50
percent or less of the voting power in the continuing or surviving
entity, and where upon the occurrence of any such consolidation,
merger or sale, the holders of shares of Series E Preferred Stock
would receive greater than $3.75 per share but less than $5.625 per
share (approximately adjusted for any stock splits or combinations),
without first obtaining the approval of at least sixty percent (60%)
of the then-outstanding shares of Series E Preferred Stock.
 
     (f)  Status of Converted Shares.  In the event any shares of
Preferred Stock shall be converted pursuant to the terms hereof, the
shares so converted shall not revert to the status of authorized but
unissued shares, but instead shall be cancelled and shall not be
re-issuable by the corporation.
 
                                 IV
 
     Section 1.  Limitation of Directors' Liability.  The liability
of the directors of the corporation for monetary damages shall be
eliminated to the fullest extent permissible under California law.
 
     Section 2.  Indemnification of Directors and Officers.  The
corporation is authorized to indemnify the directors and officers of
the corporation to the fullest extent permissible under California
law.
 
     Section 3.  Repeal or Modification.  Any repeal or modification
of the foregoing provisions of this Article IV by the shareholders of
the corporation shall not adversely affect any right or protection of
a director or officer of the corporation existing at the time of such
repeal or modification.
 
 
     3.   The foregoing amendment and restatement of this corpora-
tion's Articles of Incorporation has been duly approved by the Board
of Directors of this corporation.
 
     4.   The foregoing amendment and restatement of this corpora-
tion's Articles of Incorporation has been duly approved by the
required vote of shareholders in accordance with Sections 902 and 903
of the Corporations Code.  The total number of outstanding shares of
the corporation as of the record date for approval hereof was
5,102,544 shares of Common Stock, 1,515,312 shares of Series A
Preferred Stock, 10,363,116 shares of Series B Preferred Stock,
5,109,281 shares of Series C Preferred Stock, 2,948,000 shares of
Series D Preferred Stock and 4,888,887 shares of Series E Preferred
Stock.  The number of shares voting in favor of the amendment equaled
or exceeded the vote required.  The percentage vote required was more
than fifty percent (50%) of the shares of Common Stock, more than
fifty percent (50%) of the shares of each of the Series A, Series B,
Series C and Series D Preferred Stock, and at least sixty percent
(60%) of the shares of Series E Preferred Stock.
     The undersigned further declare under penalty of perjury that the
matters set forth in this certificate are true of their own knowledge.
Executed in Milpitas, California on May 26, 1989.
 
 
                                        /s/ Michael L. Hackworth
                                        Michael L. Hackworth, President
 
 
                                        /s/ Sam S. Srinivasan
                                        Sam S. Srinivasan, Secretary
 
<PAGE>
 
                       CERTIFICATE OF AMENDMENT
        OF AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
                         CIRRUS LOGIC, INC.
 
     MICHAEL L. HACKWORTH and SAM S. SRINIVASAN, certify that:
 
     1.   They are the President and Chief Executive Officer, and the
Senior Vice President, Finance and Administration, Chief Financial
Officer, Treasurer and Secretary, respectively, of CIRRUS LOGIC, INC.,
a California corporation.
 
     2.   Article III of the Amended and Restated Articles of
Incorporation of this corporation is amended to read in its entirety
as follows:
                                "III
 
                              Section 1
 
                          Authorized Shares
 
          This corporation is authorized to issue two classes of
          stock designated "Common Stock" and "Preferred Stock,"
          respectively.  The total number of shares which this
          corporation is authorized to issue is 145,000,000.
          The number of shares of Common Stock which this
          corporation is authorized to issue is 140,000,000
          shares.  The number of shares of Preferred Stock which
          this corporation is authorized to issue is 5,000,000
          shares.  Upon the amendment of this Article III as set
          forth herein, each one (1) outstanding share of Common
          Stock shall be split up and divided into two
          (2) shares of Common Stock.
 
                              Section 2
 
                           Preferred Stock
 
          The Preferred Stock may be issued from time to time in
          one or more series.  The Board of Directors of this
          corporation is authorized to determine or alter the
          rights, preferences, privileges, and restrictions
          granted to or imposed upon any wholly unissued series
          of Preferred Stock, and within the limitations or
          restrictions stated in any resolution or resolutions
          of the Board of Directors originally fixing the number
          of shares constituting any series, to increase or
          decrease (but not below the number of shares of any
          such series then outstanding) the number of shares of
          any such series subsequent to the issuance of shares
          of that series, to determine the designation and par
          value of any series, and to fix the number of shares
          of any series."
 
     3.   The foregoing amendment of the Amended and Restated Articles
of Incorporation was duly approved by the Board of Directors at its
meeting held on June 1, 1995, at which a quorum was present and acting
throughout.
 
     4.   Article III, Section 3(f) of the Corporation's Amended and
Restated Articles of Incorporation filed May 30, 1989 provides that
in the event any shares of Preferred Stock are converted pursuant to
the terms of said Articles, such shares shall not revert to the status
of authorized but unissued shares and instead shall be cancelled and
shall not be re-issuable by the Corporation.  Because all authorized
shares of Series A Preferred, Series B Preferred, Series C Preferred,
Series D Preferred and Series E Preferred Stock were outstanding and
were converted pursuant to the Articles, and because 5,000,000 shares
of authorized but unissued and undesignated shares of Preferred Stock
remain authorized under the Articles, and because the only other
changes which have been made hereby to the Amended and Restated
Articles of Incorporation: (i) effect a two-for-one stock split of the
Common shares, (ii) increase the authorized number of Common Shares,
(iii) reduce the authorized number of Preferred Shares and (iv)
eliminate the statement of the rights, preferences, privileges, and
restrictions of each designated series of Preferred Stock acquired by
the Corporation, shareholder approval of this amendment is not
required pursuant to Sections 510(b) and 902(c) of the California
Corporations Code.
 
     5.   Pursuant to Section 110(c) of the California Corporations
Code, the foregoing amendment of the Amended and Restated Articles of
Incorporation of this corporation shall become effective at the close
of business on June 19, 1995.
 
     6.   Each of the undersigned declares under penalty of perjury
under the laws of the State of California that the matters set forth
in the foregoing certificate are true of his own knowledge.
 
     Executed at Fremont, California on June 5, 1995.
 
 
 
                              /s/ Michael L. Hackworth
                              Michael L. Hackworth, President
                              and Chief Executive Officer
 
 
 
                              /s/ Sam S. Srinivasan
                              Sam S. Srinivasan, Senior Vice
                              President, Finance and Administration,
                              Chief Financial
                              Officer, Treasurer and Secretary
 
 

CERTIFICATE OF ELIMINATION

OF

CIRRUS LOGIC, INC.

(Pursuant to Section 151 of the General Corporation
Law of the State of Delaware)


     Cirrus Logic, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies:

     FIRST: That the Board of Directors of the Corporation (the “Board”) at a meeting of the Board held on May 24, 2005, resolutions were duly adopted setting forth the proposed elimination of the Corporation’s Series A Participating Preferred Stock, $0.001 par value, as set forth herein:

RESOLVED, that no shares of the Series A Participating Preferred Stock are outstanding and none will be issued.

FURTHER RESOLVED, that a Certificate of Elimination be executed, which shall have the effect when filed in Delaware of eliminating from the Certificate of Incorporation all reference to the Series A Participating Preferred Stock.

     SECOND: That the Certificate of Designations of Rights, Preferences and Privileges of Series A Participating Preferred Stock was filed in the office of the Secretary of State of Delaware on February 3, 1999. None of the authorized shares of the Series A Participating Preferred Stock are outstanding and none will be issued.

     THIRD: That in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Certificate of Incorporation is hereby amended to eliminate all reference to the Series A Participating Preferred Stock.

IN WITNESS WHEREOF, the undersigned has executed this Certificate this 25th day of May, 2005.

 

 

 

 

 

 

 

CIRRUS LOGIC, INC.

 

 

 

 

 

 

 

 

 

/s/ John T. Kurtzweil

 

 

 

 

 

 

 

 

 

John T. Kurtzweil
Sr. Vice President, Chief Financial Officer