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                                                                     Exhibit 4.4
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                        AMENDED AND RESTATED CERTIFICATE
                                OF INCORPORATION
                                       OF
                            ELECTRIC FUEL CORPORATION


     Electric Fuel Corporation, a corporation duly organized and existing under
the laws of the State of Delaware, hereby certifies as follows:

     1. The name of this corporation is Electric Fuel Corporation. Electric Fuel
Corporation was originally incorporated under the name of Luz Electric Fuel,
Inc. The date of the filing of its original Certificate of Incorporation with
the Secretary of State was December 20, 1990.

     2. This Amended and Restated Certificate of Incorporation restates and
integrates and further amends the provisions of the corporation's Certificate of
Incorporation as amended and supplemented. This Amended and Restated Certificate
of Incorporation has been adopted by the Board of Directors and the stockholders
of the Company in accordance with Sections 245(b) and 242 of the Delaware
Corporation Law.

     3. The text of the Amended and Restated Certificate of Incorporation is
amended to read in its entirety as follows:


                                   AMENDED AND
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                            ELECTRIC FUEL CORPORATION

  ONE:  The name of this corporation is Electric Fuel Corporation.
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  TWO:  The address of its registered office in the State of Delaware is 1013
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Centre Road, Wilmington, County of New Castle.  The name of its registered agent
at such address is Corporation Service Company.

  THREE:  The nature of the business or purpose to be conducted or promoted is
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to engage in any lawful act or activity for which corporations may be organized
under the Delaware General Corporation Law ("DGCL").

  FOUR:  The total number of shares of all classes of stock which the
  ----
corporation shall have authority to issue is Fifteen Million (15,000,000)
consisting of two classes of shares designated as follows:

  A.  Fourteen Million (14,000,000) shares of Common Stock, $.01 par value, (the
"Common Stock"); and

  B.  One Million (1,000,000) shares of Preferred Stock, $.01 par value, (the
"Preferred Stock").

  FIVE:  The rights, preferences, privileges and restrictions granted to or
  ----
imposed upon the respective classes of shares or the holders thereof are as
follows:

  A.  Preferred Stock.
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     1. The Preferred Stock may be issued from time to time in one or more
series. All shares of any one series of Preferred Stock shall be identical in
all respects, except that shares of any one series issued on different dates may
differ as to dates, if any, from which dividends thereon are to cumulate.

     2. The Board of Directors of the corporation is expressly granted the
authority, at any time and from time to time by the adoption of a resolution or
resolutions not inconsistent with the provisions of the Amended and Restated
Certificate of Incorporation, to authorize the issuance by this corporation of
one or more series of Preferred Stock and to fix and determine with respect to
each such series all the designations, preferences, powers and relative,
participating, optional or
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other special rights, and the qualifications, limitations or restrictions
thereof, to the full extent now or hereafter permitted by law, and including,
but without limiting the generality of the foregoing, the following:

         (a)  the number of shares of such series, which may subsequently be
increased (except as otherwise provided by the resolution or resolutions of the
Board of Directors providing for the issuance of such series) or decrease (to a
number not less than the number of shares then outstanding) by resolution or
designations thereof;

         (b)  the dividend rights of such series, the preferences, if any, over
any other class or series of stock, or of any other class or series of stock
over such series, as to dividends, the extent, if any, to which shares of such
series shall be entitled to participate in dividends with shares of any other
class of stock, whether dividends on shares of such series shall be fully,
partially or conditionally cumulative, or a combination thereof, and any
limitations, restrictions or conditions on the payment of such dividends;

         (c)  the rights of such series, and the preferences, if any, over any
other class or series of stock, or of any other class or series of stock over
such series, in the event of any voluntary or involuntary liquidation,
dissolution or winding up of this corporation and the extent, if any, to which
shares of any such series shall be entitled to participate in such event with
any other series or class of stock;

         (d)  whether or not the shares of such series shall be redeemable, and,
if redeemable, the date or dates upon or after which they shall become
redeemable, the amount per share payable thereon in the case of the redemption
thereof, which amount may vary at different redemption dates;

         (e)  the terms of any purchase, retirement or sinking fund which may be
provided for the shares of such series;

         (f)  the right, if any, of holders of shares of such series to convert
the same into, or exchange the same for Common Stock, and the terms and
conditions of such conversion or exchange, as well as provisions for adjustment
of the conversion rate in such events as the Board of Directors shall determine;

         (g)  the voting powers, if any, of such series in addition to the
voting powers by law.

    3.  In the event of any liquidation, dissolution, or winding up of this
corporation, whether voluntary or involuntary, the holders of the Preferred
Stock of each series shall be entitled to receive only such amount or amounts as
shall have been fixed by the Amended and Restated Certificate of Incorporation
or by the resolution or resolutions of the Board of Directors providing for the
issuance of such series.

  B.  Common Stock.
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    1.  The holders of Common Stock shall be entitled to one vote for each
share of Common Stock registered in the name of such holders.

    2.  The holders of Common Stock shall be entitled to receive dividends on
their shares of stock when and as declared by this corporation's Board of
Directors.  All dividends declared on the Common Stock shall be declared and
paid at the same rate per share on all shares of Common Stock.

    3.  In the event of the liquidation, dissolution or winding up of the
affairs of the corporation, the holders of the Common Stock shall be entitled to
share pro rata in the net assets available for distribution to holders of Common
Stock after satisfaction of the prior claims of the holders of Preferred Stock
of any series or any shares of any other class of capital stock ranking senior
to the Common Stock as to assets, in accordance with this Amended and Restated
Certificate of Incorporation, as amended from time to time, or of resolutions of
the Board of Directors adopted pursuant to the authority herein contained.

    SIX:  The provisions of Section 203 of the DGCL shall not apply to this
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Corporation.

    SEVEN:  The following provisions are inserted for the management of the
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business and the conduct of the affairs of the corporation, and for further
definition, limitation and regulation of the powers of the corporation and of
its directors and stockholders:

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    A.  The business and affairs of the corporation shall be managed by or under
the direction of the Board of Directors.  In addition to the powers and
authority expressly conferred upon them by the GGCL or by this Amended and
Restated Certificate of Incorporation or the Bylaws of the corporation, the
directors are hereby empowered to exercise all such powers and do all such acts
and things as may be exercised or done by the corporation.

    B.  Except as otherwise provided in this Amended and Restated Certificate of
Incorporation, or the Bylaws of the Corporation relating to the rights of the
holders of any class or series of Preferred Stock, voting separately by class or
series, to elect additional directors under specified circumstances, the number
of directors of the Corporation shall be fixed from time to time by or pursuant
to the Bylaws of the Corporation.  The election of directors need not be by
ballot unless the by-laws shall so require.  The directors, other than those who
may be elected by the holders of any class or series of Preferred Stock voting
separately by class or series, shall be classified, with respect to the time for
which they severally hold office, into three classes, Class I, Class II and
Class III, which shall be as nearly equal in number as possible.  Each director
holding office as of the date of adoption of this Amended and Restated
Certificate of Incorporation (each an "Initial Director"), classified in Class I
shall hold office for a term expiring at the 1994 annual meeting of
stockholders; each Initial Director in Class II shall hold office for a term
expiring at the 1995 annual meeting of stockholders; and each Initial Director
in Class III shall hold office for a term expiring at the 1996 annual meeting of
stockholders.  Notwithstanding the foregoing provision of this paragraph B, each
director shall serve until his successor is duly elected and qualified or until
his earlier death, resignation or removal.  At each annual meeting of
stockholders following the 1993 annual meeting, the successors to the class of
directors whose term expires at that meeting shall be elected to hold office for
a term expiring at the annual meeting of stockholders held in the third year
following the year of their election and until their successors have been duly
elected and qualified or until their earlier death, resignation or removal.

    C.  Except as otherwise provided pursuant to the provisions of this Amended
and Restated Certificate of Incorporation or the By-laws of the Corporation
relating to the rights of the holders of any class or series of Preferred Stock,
voting separately by class or series, to elect directors under specified
circumstances, any director or directors may be removed from office at any time,
but only for cause, by the affirmative vote, at any regular meeting or special
meeting of the stockholders, of not less than 85% of the total number of votes
of the then outstanding shares of capital stock of the Corporation entitled to
vote generally in the election of directors, voting together as a single class,
and only if notice of such proposal was contained in the notice of such meeting.
Any vacancy in the Board of Directors resulting from any such removal may be
filled by vote of a majority of the directors then in office, although less than
a quorum, and any director or directors so chosen shall hold office until the
next election of the class for which such directors shall have been chosen and
until their successors shall be elected and qualified or until their earlier
death, resignation or removal.

     D. Notwithstanding any other provision of this Amended and Restated
Certificate of Incorporation or the By-laws of the Corporation (and
notwithstanding the fact that a lesser percentage may be specified by law, this
Amended and Restated Certificate of Incorporation or the By-laws of the
Corporation), the affirmative vote, at any regular meeting or special meeting of
the stockholders, of not less than 85% of the total number of votes of the then
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class, shall
be required to amend or repeal, or to adopt any provision inconsistent with the
purpose or intent of, this paragraph SEVEN. Notice of such proposed alteration
or amendment must be contained in the notice of such meeting.

     E. In the event of any increase or decrease in the authorized number of
directors, the newly created or eliminated directorship resulting from such
increase or decrease shall be allotted by the Board of Directors among the three
classes of directors so as to maintain such classes as nearly equally as
possible. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.

     F. Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of Preferred Stock issued by the Corporation shall have the
right, voting separately by class or series, to elect directors at any annual or
special meeting of stockholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by the
terms of this Amended and Restated Certificate of Incorporation applicable
thereto, and such directors so elected shall not be divided into classes
pursuant to paragraph B unless expressly provided for by the terms of the
instrument establishing the right to vote separately as a class or series for
the purpose of electing directors.

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  EIGHT:  A director of the corporation in exercising his duties as such,
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including without limitation, evaluating a tender offer or exchange offer for
any equity security of the corporation or any merger or consolidation of the
Corporation, any sale, lease, exchange or transfer of all or any substantial
part of the assets of the Corporation, the issuance of any securities of the
Corporation, the acquisition of any securities of a third party or any
reclassification, recapitalization or reorganization of the Corporation or any
of its securities, may consider the following factors as the Board of Directors
determines to be relevant, including, without limitation:  (i) the interests of
the corporation's stockholders; (ii) whether the proposed transaction may
violate federal or state laws; (iii) not only the consideration being offered in
the proposed transaction, in relation to the then current market price for the
outstanding capital stock of the Corporation, but also the market price for the
capital stock of the Corporation over a period of years, the estimated price
that might be achieved in a negotiated sale of the Corporation as a whole or in
part or through orderly liquidation, the premiums over market price for the
securities of other corporations in similar transactions, current political,
economic and other factors bearing on securities prices and the Corporation's
financial condition and future prospects; and (iv) the interests of the
Corporation's employees, suppliers, creditors and customers, the economy of the
state, region and nation, community and societal considerations, and the long-
term and short-term interests of the corporation and its stockholders, including
the possibility that these interests may best be served by the continued
independence of the Corporation.  In connection with any such evaluation, the
Board of Directors is authorized to conduct such investigations and to engage in
such legal proceedings as the Board of Directors may determines.

  NINE:  The officers of the Corporation shall be chosen in such a manner, shall
  ----
hold their offices for such terms and shall carry out such duties as are
determined solely by the Board of Directors, subject to the right of the Board
of Directors to remove any officer or officers at any time with or without
cause.

  TEN:  No director of the Corporation shall be personally liable to the
  ---
Corporation or its stockholders for monetary damages for any breach of fiduciary
duty by such a director as a director.  Notwithstanding the foregoing sentence,
a director shall be liable to the extent provided by applicable law (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) pursuant to Section 174 of the
DGCL or (iv) for any transaction from which such director derived an improper
personal benefit.  No amendment to or repeal of this Article TEN shall apply to
or have any effect on the liability or alleged liability of any director of the
Corporation for or with; respect to any acts or omissions of such director
occurring prior to such amendment or repeal.  If the DGCL is amended hereafter
to further to further eliminate or limit the personal liability of directors,
the liability of a director of this Corporation shall be limited or eliminated
to the fullest extent permitted by the DGCL, as amended.

  ELEVEN:  This corporation shall, to the maximum extent permitted from time to
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time under the DGCL, indemnify and upon request shall advance expenses to any
person who is or was a party or is threatened to be made a party to any
threatened, pending or completed action, suit, proceeding or claim, whether
civil, criminal, administrative or investigative, by reason of the fact that
such person is or was or has agreed to be a director or officer of this
Corporation or while a director or officer is or was serving at the request of
this Corporation as a director, officer, partner, trustee, employee or agent of
any corporation, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, against expenses
(including attorney's fees and expenses), judgments, fines, penalties and
amounts paid in settlement incurred in connection with the investigation,
preparation to defend or defense of such action, suit, proceeding or claim;
provided, however, that the foregoing shall not require this Corporation to
indemnify or advance expenses to any person in connection with any action, suit,
proceeding, claim or counterclaim initiated by or on behalf of such person.
Such indemnification shall not be exclusive of other indemnification rights
arising under any by-law, agreement, vote of directors of stockholders or
otherwise and shall  inure to the benefit of the heirs and legal representatives
of such person.  Any person seeking indemnification under this paragraph ELEVEN
shall be deemed to have met the standard of conduct required for such
indemnification unless the contrary shall be established.  Any repeal or
modification of the foregoing provisions of this paragraph ELEVEN shall not
adversely affect any right or protection of a director of officer of this
Corporation with respect to any acts or omissions of such director or officer
occurring prior to such repeal or modification.

  TWELVE:  The books of this Corporation may (subject to any statutory
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requirements) be kept outside the State of Delaware as may be designated by the
Board of Directors or in the By-Laws of this Corporation.

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  THIRTEEN:  The Corporation reserves the right to repeal, alter, amend, or
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rescind any provision contained in this Amended and Restated Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred on stockholders herein are granted subject to this reservation.

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