EXHIBIT 3.01

	CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

				OF

			TRANS-LUX CORPORATION


It is hereby certified that:

	1.	The name of the corporation (hereinafter called the
"corporation") is Trans-Lux Corporation.

	2.	The certificate of incorporation of the corporation is
hereby amended by adding to Article FOURTH, Paragraph A, Section IV(a)
the following new Subsection (e):

		(e)	Notwithstanding anything contained in this
		Section IV, subsection (a), pursuant to the
		affirmative vote of a voting majority of the shares
		of the Common Stock and of a voting majority of the
		shares of the Class B Stock, each voting separately
		as a class as provided in Paragraph A II(b) of this
		Article FOURTH at the 2009 Annual Meeting of
		Stockholders, immediately upon the filing of a
		certificate of amendment containing this subsection
		(e), each share of Class B Stock shall be converted
		into 1.3 shares of Common Stock (e.g. a certificate
		for 100 shares of Class B Stock shall thereupon and
		thereafter be deemed to represent 130 shares of
		Common Stock).  Fractional shares shall be valued
		based on the average of the daily closing price of
		the Common Stock on the five trading days immediately
		preceding the date of the 2009 Annual Meeting on
		which sales took place.


	3.	The amendment of the certificate of incorporation
	herein certified has been duly adopted in accordance with the
	provisions of Section 242 of the General Corporation Law of
	the State of Delaware.

Signed:	December 11, 2009


				  /s/ Angela D. Toppi
				--------------------------------------
				Angela Toppi, Executive Vice President
				of Trans-Lux Corporation