Certificate of Incorporation - United Defense Industries Inc.


                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION

                                       OF

                         UNITED DEFENSE INDUSTRIES, INC.

                  Pursuant to Sections 228, 242 and 245 of the
                General Corporation Law of the State of Delaware

                 -----------------------------------------------

     United Defense Industries, Inc. (the "Corporation"), a corporation
organized and existing under the provisions of the General Corporation Law of
the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS:

     1.       That the name of the Corporation is United Defense Industries,
              Inc.

     2.       That the date of filing of the original Certificate of
              Incorporation of the Corporation with the Secretary of State
              of the State of Delaware was August 15, 1997, under the name
              of Iron Horse Acquisition Corp.

     3.       That this amendment and restatement of the Corporation's
              Certificate of Incorporation was adopted and approved by the
              Board of Directors of the Corporation in accordance with
              Section 242 and 245 of the General Corporation Law of the
              State of Delaware.

     4.       That this amendment and restatement of the Corporation's
              Certificate of Incorporation was adopted and approved by the
              holders of the requisite number of shares of the Corporation
              in accordance with Section 242 and 245 of the General
              Corporation Law of the State of Delaware.

     5.       That this Amended and Restated Certificate of Incorporation
              restates and integrates and further amends the Certificate of
              Incorporation of the Corporation, as heretofore amended or
              supplemented.

     The text of the Corporation's Certificate of Incorporation is amended and
restated in its entirety as follows:

     FIRST: The name of the corporation is:

                         United Defense Industries, Inc.

     SECOND: The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street, New Castle County, Wilmington, Delaware
19801. The name of its registered agent at such address is The Corporation Trust
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 to
be designated, respectively, "Common Stock" and "Preferred Stock." The aggregate
number of all classes of shares which the Corporation shall have authority to
issue is Two Hundred Million (200,000,000) shares, par value of $.01 per share.
The total number of shares of Common Stock which the Corporation shall have
authority to issue is One Hundred Fifty Million (150,000,000) shares, par value
of $.01 per share of Common Stock. The total number of shares of Preferred Stock
which the Corporation shall have authority to issue is Fifty Million
(50,000,000) shares, par value of $.01 per share of Preferred Stock.

          (b) At all times, each holder of Common Stock of the Corporation shall
be entitled to one vote for each share of Common Stock held by such stockholder
standing in the name of such stockholder on the books of the Corporation.

          (c) The Preferred Stock may be issued in one or more series, each
series to be appropriately designated by a distinguishing letter or title, prior
to the issue of any shares thereof.

     The Board of Directors is hereby authorized to fix or alter the dividend
rights, dividend rate, conversion rights, voting rights, rights and terms of
redemption (including sinking fund provisions, if any), the redemption price or
prices, the liquidation preferences, any other designations, preferences and
relative, participating, optional or other special rights, and any
qualifications, limitations or restrictions thereof, of any wholly unissued
series of Preferred Stock, and the number of shares constituting any such
unissued series and the designation thereof, or any of them; and to increase or
decrease the number of shares of any series subsequent to the issue of shares 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.
     FIFTH: In furtherance and not in limitation of the power conferred by
statute, the Board of Directors is expressly authorized to make, alter or repeal
the Bylaws of the Corporation.

     SIXTH: No director of the Corporation shall be liable to the Corporation or
its stockholders for monetary damages for the breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the General Corporation Law of the State of
Delaware, or (iv) for any transactions from which the director derived an
improper personal benefit.

     If the General Corporation Law of the State of Delaware is hereafter
amended to authorize corporate action further limiting or eliminating the
personal liability of directors, then the liability of the director to the
Corporation shall be limited or eliminated to the fullest extent permitted by
the General Corporation Law of the State of Delaware, as so amended from time to







time. Any repeal or modification of this Article by the stockholders of the
Corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the Corporation existing
at the time of such repeal or modification.

     SEVENTH: The Corporation reserves the right to amend, alter, change or
repeal any provisions contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by the General Corporation Law of the State
of Delaware. All rights conferred upon stockholders herein are granted subject
to this reservation.








     Executed in the name of the Corporation by its President, who declares,
affirms, acknowledges and certifies under penalties of perjury, that this is his
free act and deed and the facts stated herein are true.

Dated:   ___________, 2001

                                         UNITED DEFENSE INDUSTRIES, INC.


                                         _______________________________________
                                         Thomas W. Rabaut
                                         President and Chief Executive Officer