Certificate of Incorporation - Com21 Inc.


                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                                   COM21, INC.


        Com21, Inc., (the 'Corporation') a corporation organized and existing
under and by virtue of the general Corporation Law of the State of Delaware,
hereby certifies as follows:

        FIRST: The name of the corporation is Com21, Inc. and that corporation
was originally incorporated on June 29, 1992 pursuant to the General Corporation
Law.

        SECOND: This Amended and Restated Certificate of Incorporation has been
duly adopted in accordance with the provisions of Sections 245 and 242 of the
General Corporation Law of the State of Delaware by the directors and
stockholders of the Corporation and is set forth in its entirety as follows:


                                    ARTICLE I

        The name of the corporation is Com21, Inc.

                                   ARTICLE II

        The address of the Corporation's registered office in the State of
Delaware is 32 Loockerman Square, Suite L-100, Dover, Delaware 19901, County of
Kent. The name of its registered agent at such address is The Prentice-Hall
Corporation System, Inc.


                                   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 (the 'GCL').


                                   ARTICLE IV

        A. Classes of Stock. The Corporation is authorized to issue two classes
of





stock, to be designated, respectively, 'Common Stock' and 'Preferred Stock.' The
total number of shares that the Corporation is authorized to issue is Forty Five
Million (45,000,000) shares. Forty Million (40,000,000) shares shall be Common
Stock, par value $0.001 per share and Five Million (5,000,000) shares shall be
Preferred Stock, par value $0.001 per share.

        B. Rights, Preferences and Restrictions of Preferred Stock. Without
further stockholder approval, the Preferred Stock authorized by this Amended and
Restated Certificate of Incorporation may be issued from time to time in one or
more series. The Board of Directors is hereby authorized to fix or alter the
powers, preferences, rights and restrictions granted to or imposed upon each
series of Preferred Stock, and the number of shares constituting any such series
and the designation thereof, or of any of them. The powers, preferences, rights
and restrictions of any such additional series may be subordinated to, pari
passu with (including, without limitation, inclusion in provisions with respect
to liquidation and acquisition preferences, redemption and/or approval of
matters by vote), or senior to any of those of any present or future class or
series of Preferred Stock or Common Stock. The Board of Directors is also
authorized to increase or decrease the number of shares of any series prior or
subsequent to the issue of that series, but not below the number of shares of
such series then outstanding. In case the number of shares of any series shall
be so decreased, the shares constituting such decrease shall resume the status
which they had prior to the adoption of the resolution originally fixing the
number of shares of such series.

        C. Common Stock.

           1. Dividend Rights. Subject to the prior rights of holders of all
classes of stock at the time outstanding having prior rights as to dividends,
the holders of the Common Stock shall be entitled to receive, when and as
declared by the Board of Directors, out of any assets of the Corporation legally
available therefor, such dividends as may be declared from time to time by the
Board of Directors.

           2. Liquidation Rights. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, after distribution of
the preferential amounts to be distributed to the holders of shares of the
Preferred Stock, the holders of shares of the Common Stock shall be entitled to
receive all of the remaining assets of the Corporation available for
distribution to its stockholders, ratably in proportion to the number of shares
of the Common Stock held by them.

           3. Redemption. The Common Stock is not redeemable.

           4. Voting Rights. The holder of each share of Common Stock shall have
the right to one vote, and shall be entitled to notice of any stockholders'
meeting in accordance with the Bylaws of this Corporation, and shall be entitled
to vote upon such matters and in such manner as may be provided by law.





                                    ARTICLE V

        Except as otherwise provided in this Amended and Restated Certificate of
Incorporation, in furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, repeal, alter,
amend and rescind any or all of the Bylaws of the Corporation.


                                   ARTICLE VI

        In furtherance and not in limitation of the powers conferred by statute
and subject to the provisions of Article VII:

        A. The Board of Directors of the Corporation is expressly authorized to
adopt, amend, alter, or repeal the Bylaws of the Corporation.

        B. Elections of directors need not be by written ballot unless the
Bylaws of the Corporation shall so provide.

        C. Meetings of stockholders may be held within or without the State of
Delaware as the Bylaws may provide. The books of the Corporation may be kept at
such place within or without the State of Delaware as the Bylaws of the
Corporation may provide or as may be designated from time to time by the Board
of Directors of the Corporation.


                                   ARTICLE VII

        A director of this Corporation, to the full extent permitted by the GCL
as it now exists or as it may hereafter be amended, shall not be personally
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director. Neither any amendment nor repeal of this Article
NINTH, nor the adoption of any provision of this Amended and Restated
Certificate of Incorporation inconsistent with this Article NINTH, shall
eliminate or reduce the effect of this Article NINTH in respect of any matter
occurring, or any cause of action, suit or claim that, but for this Article
NINTH, would accrue or arise, prior to such amendment, repeal or adoption of an
inconsistent provision. If the GCL is amended after approval by the stockholders
of this Article NINTH 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 GCL as so amended.

        Any repeal or modification of the foregoing provisions of this Article
NINTH 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 VIII

        To the full extent permitted by the GCL and any other applicable law,
this Corporation is also authorized to provide indemnification of, and
advancement of expenses to, such directors, officers, employees and agents
through Bylaw provisions, agreements with such persons, vote of stockholders or
disinterested directors or otherwise, in excess of the indemnification and
advancement otherwise permitted by Section 145 of the GCL, subject only to
limits created by applicable Delaware law (statutory or non-statutory), with
respect to actions for breach of duty to this Corporation, its stockholders, and
others.

        Any repeal or modification of any of the foregoing provisions of this
Article TENTH shall not adversely affect any right or protection of a director,
officer, agent or other person existing at the time of, or increase the
liability of any director of this Corporation with respect to any acts or
omissions of such director, officer or agent occurring prior to such repeal or
modification.


                                   ARTICLE IX

        The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Amended and Restated Certificate of Incorporation,
in the manner now or hereafter prescribed by statute, and all rights conferred
upon stockholders herein are granted subject to this reservation.









        IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated
Certificate of Incorporation to be signed by Peter D. Fenner, its President, and
attested to by David L. Robertson, its Chief Financial Officer and Secretary, on
this __ day of April, 1998.

                                        COM21,INC.



                                        By: 
                                            ------------------------------------
                                        Peter D. Fenner
                                        President and Chief Executive Officer



ATTEST:


-------------------------------------
David L. Robertson,
Chief Financial Officer and Secretary