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                                                                   EXHIBIT 3(i)

                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION


             Cohu, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the "Company"),

             DOES HEREBY CERTIFY:

             FIRST: That at a meeting of the Board of Directors of the Company,
resolutions were duly adopted setting forth a proposed amendment of the Restated
Certificate of Incorporation of the Company, declaring said amendment to be
advisable and calling a meeting of the stockholders of the Company for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:

             RESOLVED, that the Restated Certificate of Incorporation of the
             Company be amended by changing the first paragraph of Article
             Fourth so that, as amended, said paragraph shall be and read as
             follows:

             "FOURTH: The total number of shares of all classes of stock which
             the corporation shall have authority to issue is Twenty- six
             Million (26,000,000) of which 1,000,000 shares shall constitute
             Preferred Stock having a par value of $1.00 per share and
             25,000,000 shares shall constitute Common Stock having a par value
             of $1.00 per share."

             SECOND: That thereafter, pursuant to resolution of its Board of
Directors, a special meeting of the stockholders of the Company was duly called
and held, upon notice in accordance with Section 222 of the General Corporation
law of the State of Delaware, at which meeting the necessary number of shares as
required by statute were voted in favor of the amendment.

             THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

             IN WITNESS WHEREOF, the Company has caused this certificate to be
signed by Charles A. Schwan , its President, and John H. Allen , its Secretary,
this 7th day of May , 1996.


                                       By:     /s/ Charles A. Schwan
                                          --------------------------------------
                                                   President


                                       ATTEST:     /s/ John H. Allen
                                              ----------------------------------
                                                     Secretary
