Exhibit 3.1

                                                              FILED DEC 23, 1987

                          CERTIFICATE OF INCORPORATION

                                       OF

                                  CERBCO, Inc.

FIRST.   The name of the corporation is CERBCO, Inc.

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;  the  name  of the  registered  agent  at  such  address  is The
Corporation Trust Company.

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

FOURTH.  (a) The  total  number  of shares  of all  classes  of stock  which the
Corporation shall have authority to issue is 3,000,000,  consisting of 2,500,000
shares of common  stock,  par value $.10 per share  (the  "Common"  stock),  and
500,000 shares of Class B stock, par value $.10 per share (the "Class B" stock).

         (b) No  holder  of  shares  of the  Corporation  of  any  class  now or
hereafter  authorized  shall  have  any  preferential  or  pre-emptive  right to
subscribe  for,  purchase or receive any shares of the  Corporation of any class
now or hereafter  authorized,  or any options or warrants for such shares, which
may at any time be issued, sold or offered for sale by the Corporation.

         (c) Except as set forth in this Article  FOURTH,  the Common shares and
Class B shares  shall be  identical  in all respects and shall have equal rights
and privileges.

A.       Dividends and Distributions.

(1) Subject to paragraph  (2) of this  paragraph A, whenever a dividend (in cash
or property) is paid to holders of Class B shares,  the  Corporation  shall also
pay to holders of Common  shares a dividend  at least equal in amount per share.
The  Corporation  may pay  dividends  to holders  of Common  shares in excess of
dividends paid, or without paying dividends, to holders of Class B shares.


(2) If at any time a  distribution  is to be paid in  Common  shares  or Class B
shares (a "share  distribution"),  such share  distribution  may be declared and
paid only as follows:

         (i) So long as no Common shares are  outstanding,  Common shares may be
paid to holders of Class B shares; and

         (ii) In all other cases,  Common  shares may be paid only to holders of
Common shares and Class B shares may be paid only to holders of Class B shares.

Whenever a share  distribution  is paid, the same number of shares shall be paid
in respect of each  outstanding  Common share or Class B share.  The Corporation
shall not combine or subdivide  shares of either of such classes  without at the
same time making a  proportionate  combination  or  subdivision of shares of the
other of such classes.

B.       Voting.  The holders of Class B shares shall have exclusive voting
power except as follows:

(1) With  respect  to the  election  of  directors,  effective  with the  Annual
Stockholders  Meeting in 1989, the holders of Common shares voting as a separate
class  shall be entitled to elect that  number of  directors  which  constitutes
twenty-five  percent  of the  authorized  number  of  members  of the  Board  of
Directors  and,  if such  twenty-five  percent is not a whole  number,  then the
holders of Common  shares  shall be entitled to elect the nearest  higher  whole
number of directors  that is at least  twenty-five  percent of such  membership.
Holders of Class B shares voting as a separate  class shall be entitled to elect
the remaining directors.

(2) The holders of Common  shares shall be entitled to vote as a separate  class
on the removal of any director elected by the holders of common shares,  and the
holders of Class B shares  shall be entitled to vote as a separate  class on the
removal of any director elected by the holders of Class B shares.

(3) The holders of the Common shares and the holders of the Class B shares shall
be entitled to vote as separate classes on such other matters as may be required
by law or this  Certificate  of  Incorporation  to be  submitted to such holders
voting as separate classes.

(4) The  holders of Common  shares and Class B shares  shall in all  matters not
specified in paragraph  (1), (2) or (3) of this  paragraph B vote  together as a
single class;  provided,  however,  that the holders of Common shares shall have
one (1) vote for each  share and the  holders  of Class B shares  shall have ten
(10) votes for each share.

(5) Any vacancy in the office of a director elected by the holders of the Common
shares may be filled by a vote of such holders voting as a separate  class,  and
any  vacancy in the office of a director  elected by the  holders of the Class B
shares may be filled by a vote of such holders voting as a separate class,  and,
in the absence of a stockholder  vote, in the case of a vacancy in the office of
a director elected by either class,  such vacancy may be filled by the remaining
directors  as  provided in the  By-Laws.  Any  director  elected by the Board of
Directors to fill a vacancy shall serve the same  remaining  term as that of his
predecessor and until his or her successor has been chosen and has qualified. If
permitted  by the  By-Laws,  the Board of  Directors  may increase the number of
directors, and any vacancies so created may be filled by the Board of Directors;
provided that, so long as the holders of Common shares have the rights  provided
in  paragraphs  B(l) and B(5) of this  Article  FOURTH  in  respect  of the next
succeeding  annual  meeting of  stockholders,  the Board of Directors  may be so
enlarged by the Board of Directors only to the extent that at least  twenty-five
percent of the enlarged  Board  consists of directors  elected by the holders of
the  Common  shares or by persons  appointed  to fill  vacancies  created by the
death,  resignation  or removal of persons  elected by the holders of the Common
shares.

(6) The holders of Common shares will not have the right to elect  directors set
forth in paragraphs  B(1) and B(5) of this Article FOURTH if, on the record date
for any stockholder meeting at which directors are to be elected,  the number of
issued and  outstanding  Common shares is less than ten percent of the aggregate
number of issued and outstanding Common shares and Class B shares. In such case,
all  directors  to be  elected  at such  meeting  shall be elected by holders of
Common  shares and Class B shares voting  together as a single class;  provided,
however,  that with respect to said  election the holders of Common shares shall
have one (1) vote for each share,  and the holders of Class B shares  shall have
ten (10) votes for each share.

(7) Notwithstanding anything in this paragraph B to the contrary, the holders of
Common shares shall have exclusive  voting power on all matters at any time when
no Class B shares are issued and outstanding.

C.       Conversion.

(1) Each  holder  of  record  of Class B shares  may at any time or from time to
time, in such holder's sole discretion and at such holder's option,  convert any
whole  number  or all of such  non-assessable  Common  shares at the rate of one
Common  share  for  each  Class B share  surrendered  for  conversion.  Any such
conversion  may be  effected by any holder of Class B shares  surrendering  such
holder's  certificate  or  certificates  for the Class B shares to be converted,
duly  endorsed,  at the office of the  Corporation or any transfer agent for the
Class B shares, together with a written notice to the Corporation at such office
that such holder  elects to convert all or a specified  number of Class B shares
and stating the name or names in which such holder  desires the  certificate  or
certificates  for such  Common  shares to be issued.  Promptly  thereafter,  the
Corporation  shall issue and deliver to such holder or such holder's  nominee or
nominees, a certificate or certificates for the number of Common shares to which
such holder shall be entitled as aforesaid.  Such conversion  shall be deemed to
have been made at the close of business on the date of each  surrender,  and the
person or  persons  entitled  to  receive  the Common  shares  issuable  on such
conversion  shall be treated for all purposes as the record holder or holders of
such Common shares on that date.

(2) No fraction of a Common share shall be issued on  conversion  of any Class B
share but, in lieu thereof,  the Corporation  shall pay in cash therefor the pro
rata fair market value of any such fraction.  Such fair market value on the date
of such conversion  shall be: (i) if the trading prices for the Common Stock are
reported on the consolidated  transaction  reporting  system (the  "consolidated
system") operated by the Consolidated Tape Association,  the average of the high
and low prices at which the Common Stock is reported in the consolidated  system
to have been traded;  (ii) if the  principal  market for the Common shares is an
exchange and if the trading prices for the Common shares are not reported in the
consolidated  system, the average of the high and low prices at which the Common
shares are  reported to have  traded on such  exchange;  (iii) if the  principal
market for the  Common  shares is  otherwise  than on an  exchange  and bids and
offers for such security are reported in the automated quotation system operated
by the National  Association of Securities Dealers,  Inc.  ("NASDAQ"),  the mean
between  the  highest  current  independent  bid  price and the  lowest  current
independent asked price,  reported on "level 2" of NASDAQ; (iv) if the principal
market for the  Common  shares is  otherwise  than on an  exchange  and bids and
offers for the Common  shares are not  reported in NASDAQ,  the mean between the
highest current  independent bid price and the lowest current  independent asked
price,  determined  on the basis of  reasonable  inquiry;  or (v) if there is no
market for the Common shares, such price as the Board in its discretion,  acting
in good faith,  shall determine.  If there is a market for the Common shares and
if, on the pertinent date, no transactions or bid and asked prices,  as the case
may be, are reported for the Common shares under the relevant clause above,  the
fair market value of the Common  shares shall be  determined  on the next day on
which transactions or bid and asked prices, as the case may be, are reported for
the Common Stock under such clause.

(3) The  Corporation  shall at all times  reserve and keep  available out of the
authorized and unissued  Common shares,  solely for the purpose of effecting the
conversion of the  outstanding  Class B shares,  such number of Common shares as
shall  from  time  to  time  be  sufficient  to  effect  the  conversion  of all
outstanding  Class B shares,  and if, at any time,  the number of authorized and
unissued Common shares shall not be sufficient to effect  conversion of the then
outstanding Class B shares,  the Corporation shall take such corporate action as
may be necessary to increase the number of authorized and unissued Common shares
to such number as shall be sufficient for such purposes.

FIFTH.   The name and mailing address of the sole incorporator is as follows:

Name                                  Mailing Address

George Wm Erikson                     c/o CERBERONICS, Inc.
                                      5600 Columbia Pike
                                      Bailey's Crossroads, VA 22041

SIXTH.   The Corporation is to have perpetual existence.

SEVENTH.  In  furtherance  and not in  limitation  of the  powers  conferred  by
statute,  the Board of Directors  is expressly  authorized  to make,  alter,  or
repeal the By-Laws of the Corporation.

EIGHTH.   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  and 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.

NINTH.  No  Director  shall  be  personally  liable  to the  Corporation  or any
stockholder  for monetary  damages for breach of  fiduciary  duty as a director,
except for any matter in respect of which such  director  shall be liable  under
Section 174 of Title 8 of the Delaware  Code  (relating to the Delaware  General
Corporation  Law) or any  amendment  thereto or successor  provision  thereto or
shall be liable by reason  that,  in addition to any and all other  requirements
for such  liability,  he (i) shall  have  breached  his duty of  loyalty  to the
Corporation or its stockholders,  (ii) shall not have acted in good faith or, in
failing to act, shall not have acted in good faith,  (iii) shall have acted in a
manner  involving  intentional  misconduct or a knowing  violation of law or, in
failing to act, shall have acted in a manner involving intentional misconduct or
a knowing  violation  of law or, (iv) shall have  derived an  improper  personal
benefit.  Neither  the  amendment  nor  repeal of this  Article  NINTH,  nor the
adoption of any provision of the Certificate of Incorporation  inconsistent with
this Article NINTH,  shall  eliminate or reduce the effect of this Article NINTH
in respect of any matter occurring,  or any cause of action,  suit or claim that
but for this  Article  NINTH  would  accrue or arise,  prior to such  amendment,
repeal or adoption of an inconsistent provision.

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

I, the  undersigned,  being the sole  incorporator  hereinbefore  named, for the
purpose of forming a corporation  pursuant to the General Corporation Law of the
State of Delaware,  do make this  certificate,  hereby  declaring and certifying
that  this is my act and deed and that the facts  herein  stated  are true,  and
accordingly have herewith set my hand this 22nd day of December 1987.

GEORGE Wm. ERIKSON

COMMONWEALTH OF VIRGINIA                             )
                                                     )
                                                     )  SS
                                                     )
COUNTY OF FAIRFAX                                    )

BE IT KNOWN that on this 22nd day of December 1987, personally came before me, a
Notary  Public in and for the  County  and  Commonwealth  aforesaid,  George Wm.
Erikson,  and he duly executed said Certificate of  Incorporation  before me and
acknowledged  the said  Certificate  to be his act and  deed and that the  facts
stated therein are true.


IN WITNESS  WHEREOF,  I have hereunto set my hand and seal of office the day and
year aforesaid.


CYNTHIA A. LEENERTS
Notary Public

My commission expires on 27 June 1988.


<PAGE>


                   CERTIFICATE OF CORRECTION FILED TO CORRECT
               A CERTAIN ERROR IN THE CERTIFICATE OF INCORPORATION
                                 OF CERBCO, INC.

                  FILED IN THE OFFICE OF THE SECRETARY OF STATE
                        OF DELAWARE ON DECEMBER 23, 1987.

CERBCO,Inc.,  a corporation  organized  and existing  under and by virtue of the
General Corporation Law of the State of Delaware, does hereby certify:

1. The name of the  corporation is CERBCO,  Inc. (the  "Corporation").2.  That a
Certificate of Incorporation (the  "Certificate") was filed in the office of the
Secretary  of State of Delaware on December  23, 1987 and that said  Certificate
requires  correction as permitted by Section  103(f) of the General  Corporation
Law of the State of Delaware.

3. The inaccuracy of said Certificate to be corrected is that Article FOURTH (a)
erroneously  provides  that the total  number of shares of all  classes of stock
which the Corporation shall have authority to issue is 3,000,000,  consisting of
2,500,000  shares of common stock,  par value $.10 per share, and 500,000 shares
of Class B stock,  par value $.10 per share,  but should  provide that the total
number of shares of all  classes  of stock  which  the  Corporation  shall  have
authority to issue is 4,200,000, consisting of 3,500,000 shares of common stock,
par value $.10 per share,  and 700,000  shares of Class B stock,  par value $.10
per share.

4.       Article FOURTH (a) of the Certificate is corrected to read as follows:

FOURTH.  (a) The  total  number  of shares  of all  classes  of stock  which the
Corporation shall have authority to issue is 4,200,000,  consisting of 3,500,000
shares of common  stock,  par value $.10 per share  (the  "Common"  stock),  and
700,000 shares of Class B stock, par value $.10 per share the ("Class B" stock).

IN WITNESS WHEREOF,  the Corporation has caused this Certificate to be signed by
Robert W.  Erikson,  its  President,  and  attested by George Wm.  Erikson,  its
Secretary, this 17th day of September, 1990.

CERBCO, Inc.

By:      Robert W. Erikson
President

ATTEST:

By:      George Wm. Erikson
Secretary


COMMONWEALTH OF VIRGINIA                             )
                                                     )
                                                     )  SS.
                                                     )
COUNTY OF FAIRFAX                                    )

BE IT KNOWN that on this 17th day of September, 1990, personally came before me,
a Notary  Public in and for the County  and  Commonwealth  aforesaid,  Robert W.
Erikson, the President of CERBCO, Inc., and he duly executed said Certificate of
Correction  before me and  acknowledged the said Certificate of Correction to be
the act and deed of CERBCO, Inc. and that the facts stated therein are true.

IN WITNESS  WHEREOF,  I have hereunto set my hand and seal of office the day and
year aforesaid.

Sharon E. Lavelle
Notary Public/Commonwealth of Virginia
County of Fairfax

My Commission expires 30 November 1993.