RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                        MAXIM INTEGRATED PRODUCTS, INC.
 
 
         MAXIM INTEGRATED PRODUCTS, INC., a corporation organized and existing
under the General Corporation Law of the State of Delaware DOES HEREBY CERTIFY:
 
         FIRST:
 
                 (a)  The present name of this corporation is Maxim Integrated
Products, Inc.
 
                 (b)  The name under which this corporation was originally
incorporated was Maxim Integrated Products, Inc.  (Delaware).
 
                 (c)  The original Certificate of Incorporation of Maxim
Integrated Products, Inc. (Delaware) was filed with the Secretary of State of
the State of Delaware on August 19, 1987.
 
         SECOND:  The Restated Certificate of Incorporation of Maxim Integrated
Products, Inc. in the form attached hereto as Exhibit A has been duly adopted
in accordance with the provisions of Section 245 of the General Corporation Law
of the State of Delaware by the directors of the Corporation.
 
         THIRD:   The Restated Certificate of Incorporation only restates and
integrates and does not further amend the provisions of the corporation's
Certificate of Incorporation as heretofore amended or supplemented, and there is
no discrepancy between those provisions and the provisions of the Restated
Certificate.
 
         FOURTH:  The Restated Certificate of Incorporation so adopted reads in
full as set forth in Exhibit A attached hereto and hereby incorporated by
reference.
 
         IN WITNESS WHEREOF, Maxim Integrated Products, Inc. has caused this
Certificate to be signed by John F. Gifford, its President, this 20 day of
September, 1995.
 
 
                                               MAXIM INTEGRATED PRODUCTS, INC.
 
 
                                               By /s/ John F. Gifford
                                                  ----------------------------
                                                  John F. Gifford, President
 
 
 
<PAGE>   2
                                   EXHIBIT A
 
                     RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                        MAXIM INTEGRATED PRODUCTS, INC.
 
 
 
         FIRST:  The name of the corporation (hereinafter called the
"Corporation") is MAXIM INTEGRATED PRODUCTS, INC.
 
         SECOND: The address of the registered office of the Corporation in
the State of Delaware is 32 Loockerman Square, Suite L-100, City of Dover, 
County of Kent, and the name of the registered agent of the Corporation in the 
State of Delaware at such address is the United States Corporation Company.
 
         THIRD:  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.
 
         FOURTH:
 
         A.      The Corporation is authorized to issue two classes of shares
designated respectively "Common Stock" and "Preferred Stock", and referred to
herein as Common Stock and either Preferred Stock or Preferred Shares,
respectively.  The total number of shares of all classes of stock which the
Corporation has the authority to issue is 62,000,000 shares.  The number of
shares of Common Stock which the Corporation is authorized to issue is
60,000,000, and the number of shares of Preferred Stock which the Corporation
is authorized to issue is 2,000,000.  Each share of Common Stock shall have a
par value of $0.001, and each share of Preferred Stock shall have a par value
of $0.001.
 
         B.      The Preferred Shares may be issued from time to time in one or
more series.  The Board of Directors is authorized to fix the number of shares
of any series of Preferred shares and to determine the designation of any such
series.  The Board of Directors is also authorized to determine the rights,
preferences, privileges and restrictions granted to or imposed upon any wholly
unissued series of Preferred shares and, within the limits and 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 such series then outstanding) the number
of shares of any series subsequent to the issue of shares of that series.
 
         FIFTH:  In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors shall have the power to adopt, amend, repeal
or otherwise alter the bylaws without any action on the part of the
stockholders; provided, however, that any bylaws made by the Board of
 
<PAGE>   3
 
Directors and any and all powers conferred by any of said bylaws may be amended,
altered or repealed by the stockholders.
 
         SIXTH:  A director of the Corporation shall, to the full extent
permitted by the Delaware General Corporation Law, as the same exists or may
hereafter be amended, not be liable to the Corporation or its stockholders for
monetary damages for breach of his fiduciary duty as a director.
 
         SEVENTH:
 
         (a)  Vote Required for Certain Business Combinations.
 
                 (1)  Higher Vote for Certain Business Combinations.  In
addition to any affirmative vote required by law or this Restated Certificate
of Incorporation, and except as otherwise expressly provided in paragraph (b)
of this Article Seventh:
 
                          (i)   any merger or consolidation of this Corporation
or any Subsidiary (as hereinafter defined) with (a) any Interested Stockholder
(as hereinafter defined) or (b) any other corporation (whether or not itself an
Interested Stockholder) which is, or after such merger or consolidation would
be, an Affiliate (as hereinafter defined) of an Interested Stockholder; or
 
                          (ii)  any sale, lease, exchange, mortgage, pledge,
transfer or other disposition (in one transaction or a series of transactions)
to or with any Interested Stockholder or any Affiliate of any Interested
Stockholder of any assets of this Corporation or any Subsidiary having an
aggregate Fair Market Value equal to or greater than 10% of the Corporation's
assets as set forth on the Corporation's most recent audited, consolidated
financial statements filed with the Securities and Exchange Commission; or
 
                          (iii) the adoption of any plan or proposal for the
liquidation or dissolution of this Corporation proposed by or on behalf of an
Interested Stockholder or any Affiliate of any Interested Stockholder; or
 
                          (iv)  any reclassification of securities (including
any reverse stock split) or recapitalization of this Corporation, or any merger
or consolidation of this Corporation with any of its Subsidiaries or any other
transaction (whether or not with or into or otherwise involving an Interested
Stockholder) which has the effect, directly or indirectly, of increasing the
proportionate shares of the outstanding shares of any class of equity or
convertible securities of this Corporation or any Subsidiary which is directly
or indirectly owned by any Interested Stockholder or any affiliate of any
Interested Stockholder;
 
shall require the affirmative vote of the holders of at least sixty-six and
two-thirds percent (66-2/3%) of the voting power of the then outstanding shares
of capital stock of the Corporation entitled
 
<PAGE>   4
 
to vote generally in the election of directors (the "Voting Stock"), voting
together as a single class.  Such affirmative vote shall be required
notwithstanding the fact that no vote may be required, or that a lesser
percentage may be specified, by law or in any agreement with any national
securities exchange or otherwise.
 
                 (2)  Definition of "Business Combination. The term "Business
Combination" as used in this Article Seventh shall mean any transaction which
is referred to in any one or more clauses (i) through (iv) or subparagraph (1)
of this paragraph (a).
 
         (b)  When Higher Vote is Not Required.  The provisions of paragraph
(a) of this Article Seventh shall not be applicable to any particular Business
Combination, and such Business Combination shall require only such affirmative
vote as is required by law and any other provision of this Restated Certificate
of Incorporation, if all of the conditions specified in either of the following
subparagraphs (b)(1) or (b)(2) are met:
 
                 (1)  Approval by Disinterested Directors.  The Business
Combination shall have been approved by a majority of the Disinterested
Directors (as hereinafter defined).
 
                 (2)  Price and Procedure Requirements.  All of the following
conditions shall have been met:
 
                          (i)  The aggregate amount of the cash and the Fair
Market Value (as hereinafter defined) as of the date of the consummation of the
Business Combination of consideration other than cash to be received per share
by holders of Common Stock in such Business Combination shall be at least equal
to the higher of the following:
 
                               (A)  (if applicable) the highest per share price
paid by the Interested Stockholder for any shares of Common Stock acquired by it
(1) within the two-year period immediately prior to the first public
announcement of the proposal of the Business Combination (the "Announcement
Date") or (2) in the transaction in which it became an Interested Stockholder,
whichever is higher; and
 
                               (B)  the Fair Market Value per share of Common
Stock on the Announcement Date or on the date on which the Interested
Stockholder became an Interested Stockholder (such latter date is referred to in
this Article Seventh as the "Determination Date"), whichever is higher.
 
                          (ii) The aggregate amount of the cash and the Fair
Market Value as of the date of the consummation of the Business Combination of
consideration other than cash to be received per share by holders of shares of
any other class of outstanding Voting Stock shall be at least equal to the
highest of the following (it being intended that the requirements of this
subparagraph (b)(2)(ii) shall be required to be met with respect to every class
of outstanding Voting
 
<PAGE>   5
 
Stock, whether or not the Interested Stockholder has previously acquired any
shares of a particular class of Voting Stock):
 
                                  (A)  (if applicable) the highest preferential
amount per share to which the holders of shares of such class of Voting Stock
are entitled in the event of any voluntary or involuntary liquidation,
dissolution or winding up of this corporation; and
 
                                  (C)  the Fair Market Value per share of such
class of Voting Stock on the Announcement Date or on the Determination Date,
whichever is higher.
 
                          (iii)  The consideration to be received by holders of
any particular class of outstanding Voting Stock (including Common Stock) shall
be in cash or in the same form as the Interested Stockholder has previously
paid for shares of such class of Voting Stock.  If the Interested Stockholder
has paid for shares of any class of Voting Stock with varying forms of
consideration, the form of consideration for such class of Voting Stock shall
be either cash or the form used to acquire the largest number of shares of such
class of Voting Stock previously acquired by it.  The price determined in
accordance with subparagraphs (b)(2)(i) and (b)(2)(ii) shall be subject to
appropriate adjustment in the event of any stock dividend, stock split,
combination of shares or similar event.
 
                          (iv)  A proxy or information statement describing the
proposed Business Combination and complying with the requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations thereunder (or any subsequent provisions replacing the Exchange
Act or such rules or regulations) shall be mailed to public stockholders of
this corporation at least 30 days prior to the consummation of such Business
Combination (whether or not such proxy or information statement is required to
be mailed pursuant to such Act or subsequent provisions).
 
         (c)  Certain Definitions.  For the purposes of this Article Seventh:
 
                 (1)  A "person" shall mean any individual, firm, corporation
                      or other entity.
 
                 (2)  "Interested Stockholder" shall mean any person (other
                      than this Corporation or any Subsidiary) who or which:
 
                          (i)  is the beneficial owner, directly or indirectly,
of more than 20% of the voting power of the outstanding Voting Stock; or
 
                          (ii)  is an Affiliate of this corporation and at any
time within the two-year period immediately prior to the date in question was
the beneficial owner, directly or indirectly, of 20% or more of the voting
power of the then outstanding Voting Stock; or
 
<PAGE>   6
 
                          (iii)  is an assignee of or has otherwise succeeded
to any shares of Voting Stock that were at any time within the two-year period
immediately prior to the date in question beneficially owned by any Interested
Stockholder, if such assignment or succession shall have occurred in the course
of a transaction or series of transactions not involving public offering within
the meaning of the Securities Act of 1933.
 
                 (3)  A person shall be a "beneficial owner" of any Voting
                      Stock:
 
                          (i)  that such person or any of its Affiliates or
Associates (as hereinafter defined) beneficially owns, directly or indirectly;
or
 
                          (ii)  that such person or any of its Affiliates or
Associates has (A) the right to acquire (whether such right is exercisable
immediately or only after the passage of time), pursuant to an agreement,
arrangement or understanding or upon the exercise of conversion rights,
exchange rights, warrants or options, or otherwise; provided, however, that a
person shall not be deemed the beneficial owner of securities tendered pursuant
to a tender or exchange offer made by or on behalf of such person or any of
such person's Affiliates or Associates until such tender securities are
accepted for purchase; of (B) the right to vote pursuant to any agreement,
arrangement or understanding; provided, however, that a person shall not be
deemed the beneficial owner of any security of the agreement, arrangement or
under standing to vote such security (I) arises solely from a revocable proxy
or consent given to such person in response to a public proxy or consent
solicitation made pursuant to, and in accordance with, the Exchange Act and
(II) is not also then reportable on Schedule 13D under the Exchange Act (or a
comparable or successor report); or
 
                          (iii)  that are beneficially owned, directly or
indirectly, by any other person with which such person or any of its Affiliates
or Associates has any agreement, arrangement or understanding for the purpose
of acquiring, holding, voting (except to the extent permitted by the proviso of
subparagraph (c)(3)(ii)(B) above) or disposing of any shares of Voting Stock.
 
                 (4)  For the purposes of determining whether a person is an
Interested Stockholder pursuant to subparagraph (c)(2), the number of shares of
Voting Stock deemed to be outstanding shall include shares deemed owned through
application of subparagraph (c)3), but shall not include any other shares of
Voting Stock that may be issuable pursuant to any agreement, arrangement or
understanding, or upon exercise of conversion rights warrants or options, or
otherwise.
 
                 (5)  "Affiliate" or "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Exchange Act, as in effect on August 15, 1987.
 
                 (6)  "Subsidiary" means any corporation of which a majority of
any class of equity security is owned, directly or indirectly, by this
Corporation; provided, however, that for the purposes of the definition of
Interested Stockholder set forth in subparagraph (c)(2), the term
 
<PAGE>   7
 
"Subsidiary" shall mean only a corporation of which a majority of each class of
equity security is owned, directly or indirectly by this Corporation.
 
                 (7)  "Disinterested Director" means any member of the Board of
Directors of this Corporation (the "Board") who is unaffiliated with the
Interested Stockholder and was a member of the Board prior to the time that the
Interested Stockholder became an Interested Stockholder, and any successor of a
Disinterested Director who is unaffiliated with the Interested Stockholder and
is recommended to succeed a Disinterested Director by a majority of
Disinterested Directors then on the Board.
 
                 (8)  "Fair Market Value" means:  (i) in the case of stock, the
average of the closing sale prices during the 10-day period immediately
preceding the date in question of a share of such stock on the Composite Tape
for New York Stock Exchange-Listed Stocks, or, if such stock is not quoted on
the Composite Tape, on the New York Stock Exchange, or, if such stock is not
listed on such Exchange, on the principal United States securities exchange
registered under the Securities Exchange Act of 1934 on which such stock is
listed, or, if the stock is not listed on any such exchange but is listed as a
National Market System stock in the National Association of Securities Dealers,
Inc. Automated Quotation System, as reported in that National Market System, if
such stock is not listed on any such exchange or reported in such system the
average of the closing bid quotations with respect to a share of such stock
during the 10-day period preceding the date in question on the National
Association of Securities Dealers, Inc. Automated Quotations System or any
system then in use, or if no such quotations are available, the fair market
value on the date in question of a share of such stock as determined by the
Board in good faith; and (ii) in the case of property other than cash or stock,
the fair market value of such property on the date in question as determined by
the Board in good faith.
 
                 (9)  In the event of any Business Combination in which the
corporation survives, the phase "consideration other than cash to be received"
as used in subparagraphs (b)(2)(i) and (ii) of this Article Seventh shall
include the shares of Common Stock and/or the shares of any other class of
outstanding Voting Stock retained by the holders of such shares.
 
         (d)  Powers of the Board of Directors.  A majority of the
Disinterested Directors of this Corporation shall have the power and duty to
determine for the purposes of this Article Seventh on the basis of information
known to them after reasonable inquiry (i) whether a person is an Interested
Stockholder, (ii) the number of shares of Voting Stock beneficially owned by
any person, (iii) whether a person is an Affiliate or Associate of another, and
(iv) the Fair Market Value of the assets that are the subject of any Business
Combination.  A majority of the Disinterested Directors of this Corporation
shall have the further power to interpret all of the terms and provisions of
this Article Seventh.
 
         (e)  No Effect on Fiduciary Obligations of Interested Stockholders.
Nothing contained in this Article Seventh shall be construed to relieve any
Interested Stockholder from any fiduciary obligation imposed by law.
 
<PAGE>   8
 
         (f)  Amendment, Repeal, etc.  Notwithstanding any other provisions of
this Certificate of Incorporation or the bylaws of this corporation (and
notwithstanding the fact that a lesser percentage may be specified by law, this
Restated Certificate of Incorporation or the bylaws of this Corporation), the
affirmative vote of the holders of sixty-six and two-thirds percent (66-2/3%)
or more of the outstanding Voting Stock, voting together as a single class,
shall be required to amend or repeal, or adopt any provisions inconsistent with
this Article Seventh.
 
         EIGHTH:  At all elections of directors of the Corporation, each holder
of shares of the Corporation's stock shall be entitled to as many votes as
shall equal the number of votes which (except for this provision as to
cumulative voting) he would be entitled to cast for the election of directors
with respect to his shares of stock multiplied by the number of directors to be
elected by him, and such holder may cast all of such votes for a single
director or may distribute them among the number to be voted for, or for any
two or more of them as he may see fit.