Certificate of Incorporation - UTStarcom Inc.


                        THIRTEENTH AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                      OF

                                UTSTARCOM, INC.

       UTStarcom, Inc. (the 'CORPORATION'), a corporation organized and existing
under the laws of the State of Delaware, hereby certifies as follows:

       1.     The name of the corporation is UTStarcom, Inc.  UTStarcom, Inc. 
was originally incorporated under the name Unitech Industries Inc. and the
original Certificate of Incorporation of the corporation was filed with the
Secretary of State of the State of Delaware on June 10, 1991.

       2.     Pursuant to Sections 242 and 245 of the General Corporation Law of
the State of Delaware, this Thirteenth Amended and Restated Certificate of
Incorporation restates and integrates and further amends the provisions of the
Corporation's Certificate of Incorporation.

       3.     The terms and provisions of this Thirteenth Amended and Restated
Certificate of Incorporation have been duly approved by written consent of the
required number of shares of outstanding stock of the Corporation pursuant to
Subsection 228(a) of the General Corporation Law of the State and written notice
pursuant to Subsection 228(d) of the General Corporation Law of the State has
been given to those stockholders whose written consent has not been obtained.

       4.     The text of the Thirteenth Amended and Restated Certificate of
Incorporation reads in its entirety as follows:

       FIRST.   The name of the Corporation is UTStarcom, Inc.

       SECOND.  The address of the Corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange St., Wilmington, County of
New Castle, 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 Delaware.

       FOURTH.  This Corporation is authorized to issue two classes of shares 
to be designated, respectively, Common Stock ('COMMON') and Preferred Stock 
('PREFERRED').  The total number of shares of Common this Corporation shall 
have authority to issue is _______________ with a par value of $0.00125 per 
share.  The total number of shares of Preferred this Corporation shall have 
authority to issue is 5,000,000 with a par value of $0.00125 per share.



       The Board of Directors is authorized, subject to limitations prescribed
by law, to provide for the issuance of the shares of Preferred in series and, by
filing a certificate pursuant to the applicable law of the State of Delaware, to
establish from time to time the number of shares to be included in such series,
and to fix the designation, powers, preferences and rights of the shares of each
such series and the qualifications, limitations or restrictions thereof.

       The authority of the Board with respect to each series shall include, but
not be limited to, determination of the following:

       (a)    the number of shares constituting that series and the distinctive
designation of that series;

       (b)    the dividend rate on the shares of that series, whether dividends
shall be cumulative and, if so, from which date or dates, and the relative
rights of priority, if any, of payment of dividends on shares of that series;

       (c)    whether that series shall have voting rights, in addition to the
voting rights provided by law and, if so, the terms of such voting rights;

       (d)    whether that series shall have conversion privileges and, if so,
the terms and conditions of such conversion, including provision for adjustment
of the conversion rate in such events as the Board of Directors shall determine;

       (e)    whether or not the shares of that series shall be redeemable and,
if so, the terms and conditions of such redemption, including the date or dates
upon or after which they shall be redeemable and the amount per share payable 
in case of redemption, which amount may vary under different conditions and at
different redemption dates;

       (f)    whether that series shall have a sinking fund for the redemption
or purchase of shares of that series and, if so, the terms and amount of such
sinking fund; and

       (g)    the rights of the shares of that series in the event of voluntary
or involuntary liquidation, dissolution or winding up of the Corporation, and
the relative rights of priority, if any, of payment of shares of that series.

       FIFTH.

              A.   The management of the business and the conduct of the affairs
of the Corporation shall be vested in the Board of Directors.  Prior to the 
closing of the first sale of Common Stock of the Corporation pursuant to a 
registration statement declared effective by the Securities and Exchange 
Corporation under the Securities Act of 1933, as amended, the number of 
directors which shall constitute the whole Board of Directors shall be fixed in
the manner designated in the Bylaws of the Corporation.


                                      -2-


              B.   At any time following the closing of the first sale of Common
Stock of the Corporation pursuant to a registration statement declared effective
by the Securities and Exchange Corporation under the Securities Act of 1933, as 
amended, the number of directors which constitute the whole Board of Directors 
of the Corporation shall be fixed exclusively by one or more resolutions adopted
from time to time by the Board of Directors.  The Board of Directors shall be 
divided into three classes designated as Class I, Class II, and Class III, 
respectively.  Directors shall be assigned to each class in accordance with a 
resolution or resolutions adopted by the Board of Directors.  At the first 
annual meeting of stockholders following the date hereof, the term of office of
the Class I directors shall expire and Class I directors shall be elected for a
full term of three years.  At the second annual meeting of stockholders 
following the date hereof, the term of office of the Class II directors shall 
expire and Class II directors shall be elected for a full term of three years. 
At the third annual meeting of stockholders following the date hereof, the term 
of office of the Class III directors shall expire and Class III directors shall 
be elected for a full term of three years.  At each succeeding annual meeting of
stockholders, directors shall be elected for a full term of three years to 
succeed the directors of the class whose terms expire at such annual meeting.

              C.   In furtherance and not in limitation of the powers conferred 
by statute, the Board of Directors is expressly authorized to make, alter, amend
or repeal the Bylaws of the Corporation.

              D.   Elections of directors need not be by written ballot except
and to the extent provided in the Bylaws of the corporation.

              E.   Vacancies created by newly created directorships, created in
accordance with the Bylaws of this Corporation, may be filled by the vote of a 
majority, although less than a quorum, of the directors then in office, or by a 
sole remaining director

       SIXTH.

              A.   To the fullest extent permitted by the Delaware General
Corporation Law as the same exists or as may hereafter be amended, a director of
the Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.

              B.   The Corporation may indemnify to the fullest extent permitted
by law any person made or threatened to be made a party to an action or 
proceeding, whether criminal, civil, administrative or investigative, by reason 
of the fact that he, his testator or intestate is or was a director, officer, 
employee or agent of the Corporation or any predecessor of the Corporation or 
serves or served at any other enterprise as a director, officer, employee or 
agent at the request of the Corporation or any predecessor to the Corporation.

              C.   Neither any amendment nor repeal of this Article SIXTH, nor
the adoption of any provision of this Corporation's Certificate of Incorporation
inconsistent with this Article SIXTH, shall eliminate or reduce the effect of
this Article SIXTH, in respect of any matter occurring,


                                      -3-


or any action or proceeding accruing or arising or that, but for this Article 
SIXTH, would accrue or arise, prior to such amendment, repeal or adoption of an 
inconsistent provision.

       SEVENTH.    The Corporation is to have perpetual existence.

       EIGHTH.

              A.   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 (subject to any provision contained in the statutes) outside of the
State of Delaware at such place or places as may be designated from time to time
by the Board of Directors or in the Bylaws of the Corporation.

              B.   At any time following the closing of the first sale of Common
Stock of the Corporation pursuant to a registration statement declared effective
by the Securities and Exchange Corporation under the Securities Act of 1933, as 
amended, stockholders of the Corporation may not take any action by written 
consent in lieu of a meeting and any action contemplated by stockholders after 
such time must be taken at a duly called annual or special meeting of 
stockholders.

              C.   Advance notice of new business and stockholder nominations 
for the election of directors shall be given in the manner and to the extent
provided in the Bylaws of the Corporation.

       NINTH.      The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this 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.


                                      -4-


       IN WITNESS WHEREOF, this Certificate has been signed this __ day of
______, 2000.

                                        UTSTARCOM, INC.
                                        A Delaware corporation


                                        --------------------------------------
                                        Hong Liang Lu
                                        President and Chief Executive Officer


ATTEST:


-----------------------------------
Carmen Chang
Assistant Secretary