EXHIBIT 3.1

                          CERTIFICATE OF INCORPORATION

                                       OF

              COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION

                  Communications & Power Industries Holding Corporation (the
"Corporation"), a corporation organized and existing under the laws of the State
of Delaware, does hereby certify as follows:

                  FIRST: The name of the Corporation is Communications & Power
Industries Holding Corporation.

                  SECOND: The registered office and registered agent of the
Corporation in the State of Delaware is The Corporation Trust Company, 1209
Orange Street, Wilmington, New Castle County, Delaware 19801.

                  THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the
Delaware General Corporation Law.

                  FOURTH: The total number of shares of stock that the
Corporation is authorized to issue is 100 shares of Common Stock, par value
$0.01 per share.

                  FIFTH: The Board of Directors of the Corporation, acting by
majority vote, may adopt, alter, amend or repeal the By-Laws of the Corporation.

                  SIXTH: Except as otherwise provided by the Delaware General
Corporation Law as the same exists or may hereafter be amended, no director of
the Corporation shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
Any repeal or modification of this Article SIXTH 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.