<PAGE>

                                                                     EXHIBIT 4.1

                                   RESTATED

                         CERTIFICATE OF INCORPORATION

                                      OF

                      AMERICAN SUPERCONDUCTOR CORPORATION


     AMERICAN SUPERCONDUCTOR CORPORATION (the "Corporation"), a corporation

organized and existing under and by virtue of the General Corporation Law of the

State of Delaware, does hereby certify as follows:

     1.   The Corporation filed its original Certificate of Incorporation with
the Secretary of State of Delaware on April 9, 1987.

     2.   The Board of Directors of the Corporation duly adopted, pursuant to
Section 245 of the General Corporation Law of the State of Delaware, a Restated
Certificate of Incorporation of the Corporation. Such Restated Certificate of
Incorporation only restates and integrates, and does not further amend, the
provisions of the Corporation's Certificate of Incorporation, as therefore
amended or supplemented, and there is no discrepancy between those provisions
and the provisions of the Restated Certificate of Incorporation.

     3.   The Restated Certificate of Incorporation, as adopted by the Board of
Directors of the Corporation, is as follows:

     FIRST.      The name of the Corporation is American Superconductor
Corporation.

     SECOND.     The address of its registered office in the State of Delaware
is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
County of New Castle, Delaware 19801. The name of its registered agent at such
address in The Corporation Trust Company.

     THIRD.      The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.

<PAGE>

     FOURTH.     The total number of shares of capital stock which the
Corporation shall have authority to issue is Twenty Million (20,000,000) shares
of Common Stock, $.01 par value per share, which capital stock shall have the
voting powers, preferences and relative participating, optional or other special
rights, qualifications, limitations or restrictions thereof as are set forth
below.

     The voting and dividend rights, and the rights in the event of the
liquidation of the Corporation, of the holders of the Common Stock are subject
to and qualified by such rights of the holders of any Preferred Stock as may be
set forth in the terms of any such Preferred Stock.

     The holders of the Common Stock are entitled to one vote for each share
held at all meetings of stockholders. There shall be no cumulative voting.

     Dividends may be declared and paid on the Common Stock from funds lawfully
available therefor as and when determined by the Board of Directors and subject
to any preferential dividend rights of any then outstanding Preferred Stock.

     Upon the dissolution or liquidation of the Corporation, whether voluntary
or involuntary, holders of Common Stock will be entitled to receive pro rata all
net assets of the Corporation available for distribution after payment of
creditors and of any preferential liquidation rights of any then outstanding
Preferred Stock.

     FIFTH.      The Corporation is to have perpetual existence.

     SIXTH.      In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware:

           A.    The board of directors of the Corporation is expressly
     authorized to adopt, amend or repeal the by-laws of the Corporation.

           B.    Elections of directors need not be by written ballot unless the
     by-laws of the Corporation shall so provide.

           C.    The books of the Corporation may be kept as such place within
     or without the State of Delaware as the by-laws of the Corporation may
     provide or as may be designated from time to time by the board of directors
     of the Corporation.

                                      -2-
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     SEVENTH. Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement to
any reorganization of this Corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.

     EIGHTH. The Corporation eliminates the personal liability of each member
of its board of directors to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that the foregoing
shall not eliminate the liability of a director (i) for any breach of such
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) under Section 174 of Title 8 of the Delaware
Code or (iv) for any transaction from which such director derived an improper
personal benefit.

     NINTH. The Corporation reserves the right to amend or repeal any provision
contained in this certificate of incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred upon a stockholder herein are
granted subject to this reservation.

                                      -3-
<PAGE>

     IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
affixed hereto and this Restated Certificate of Incorporation to be signed by
its President and attested to by its Secretary this 13th day of January, 1992.

                                       AMERICAN SUPERCONDUCTOR CORPORATION



                                       By: /s/ Gregory J. Yurek
                                          --------------------------------
                                          President

ATTEST:

     [SIGNATURE]
-----------------------
      Secretary

[Corporate Seal]

                                      -4-
<PAGE>

                           CERTIFICATE OF AMENDMENT
                                      OF
                     RESTATED CERTIFICATE OF INCORPORATION
                                      OF
                      AMERICAN SUPERCONDUCTOR CORPORATION

                            Pursuant to Section 242
                      of the General Corporation Law of
                             the State of Delaware

--------------------------------------------------------------------------------

        American Superconductor Corporation (hereinafter called the
"Corporation"), organized and existing under and by virtue of the General
Corporation Law of the State of Delaware, does hereby certify as follows:

        That by resolution of the Directors and Stockholders holding a majority
of the stock of the Corporation entitled to vote thereon, resolutions were duly
adopted in accordance with the provisions of Sections 141(f), 228 and 242 of the
General Corporation Law of the State of Delaware, setting forth an amendment to
the Restated Certificate of Incorporation of the Corporation declaring said
amendment to be advisable. The resolution setting forth the amendment is as
follows:

RESOLVED:       That the Restated Certificate of Incorporation of the
--------        Corporation (the "Restated Certificate of Incorporation"), be
                and hereby is amended by deleting Article FOURTH in its entirety
                and substituting therefor the following:

                "FOURTH:        The total number of shares of capital stock
                                which the Corporation shall have authority to
                                issue is Fifty Million (50,000,000) shares of
                                Common Stock, $.01 par value per share, which
                                capital stock shall have the voting powers,
                                preferences and relative participating, optional
                                or other special rights, qualifications,
                                limitations or restrictions thereof as are set
                                forth below.
<PAGE>

                The voting and dividend rights, and the rights in the event of
                the liquidation of the Corporation, of the holders of the Common
                Stock are subject to and qualified by such rights of the holders
                of any Preferred Stock as may be set forth in the terms of any
                such Preferred Stock.

                The holders of Common Stock are entitled to one vote for each
                share held at all meetings of stockholders. There shall be no
                cumulative voting.

                Dividends may be declared and paid on the Common Stock from
                funds lawfully available therefor as and when determined by the
                Board of Directors and subject to any preferential dividend
                rights of any then outstanding Preferred Stock.

                Upon the dissolution or liquidation of the Corporation, whether
                voluntary or involuntary, holders of Common Stock will be
                entitled to receive pro rata all net assets of the Corporation
                available for distribution after payment of creditors and of any
                preferential liquidation rights of any then outstanding
                Preferred Stock."
<PAGE>


     IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
affixed hereto and this Certificate of Amendment to be signed by its President
this 29th day of July, 1998.



                                       AMERICAN SUPERCONDUCTOR CORPORATION



                                       By: /s/ Gregory J. Yurek
                                          --------------------------------
                                          Gregory J. Yurek
                                          President



                                      -3-