EXHIBIT 3.1


                          CERTIFICATE OF INCORPORATION

                                       OF

                           IONIC FUEL TECHNOLOGY INC.


        The  undersigned,  a natural  person,  for the purpose of  organizing  a
corporation  for conducting the business and promoting the purposes  hereinafter
stated,  under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and acts
amendatory thereof and supplementary thereto, and known, identified and referred
to as the "General Corporation Law of the State of Delaware"),  hereby certifies
that:

        FIRST:  The name of the corporation (hereinafter called the
"Corporation") is Ionic Fuel Technology Inc.

        SECOND: The address,  including street,  number, city and county, of the
registered  office of the  Corporation in the State of Delaware is 15 East North
Street,  City of Dover  19901,  County of Kent;  and the name of the  registered
agent  of the  Corporation  in the  State  of  Delaware  at that  address  is XL
Corporate Services.

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

        FOURTH:  The total  number of Shares of all  classes of stock  which the
Corporation  shall have authority to issue is 5,000,000 which shall be shares of
Common Stock, par value $.01 per share.

        FIFTH:  The name of the incorporator is Jack H. Halperin and his mailing
address is 361 Silver Court, Woodmere, New York 11598.

        SIXTH:  The Corporation is to have perpetual existence.

        SEVENTH:  Whenever a compromise or arrangement  is proposed  between the
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
Section 201 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers  appointed for the Corporation under
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

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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 a consequence of such compromise or
arrangement,  the said compromise and  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:  For the  management  of the business and for the conduct of the
affairs  of  the  Corporation,  and  in  further  definition,   limitation,  and
regulation of the powers of the Corporation and of its board of directors and of
its  stockholders  or any  class  thereof,  as the  case may be,  it is  further
provided:

        1. The  management of the business and the conduct of the affairs of the
Corporation  shall be vested in its Board of Directors.  The number of directors
shall  constitute  the  whole  board of  directors  shall be fixed by, or in the
manner provided in, the By-Laws.  The phrase "whole board" and the phrase "total
number of directors" shall be deemed to have the same meaning, to wit, the total
number of directors which the Corporation would have if there were no vacancies.
No election of directors need be by written ballot.

        2. After the  original  or other  By-Laws of the  Corporation  have been
adopted,  amended  or  repealed,  as the case  may be,  in  accordance  with the
provisions  of  Section  109 of the  General  Corporation  Law of the  State  of
Delaware,  and,  after the  Corporation  has received any payment for any of its
stock, the power to adopt, amend or repeal the By-Laws of the Corporation may be
exercised by the Board of Directors of the Corporation;  provided, however, that
any  provision  for the  classification  of  Directors  of the  Corporation  for
staggered  terms  pursuant to the provisions of subsection (d) of Section 141 of
the General  Corporation  law of the State of Delaware  shall be set forth in an
initial  By-Law or in a By-Law adopted by the  stockholders  entitled to vote of
the Corporation unless provisions for such classification  shall be set forth in
this certificate of incorporation.

        3. Whenever the Corporation  shall be authorized to issue only one class
of stock,  each outstanding share shall entitle the holder thereof to notice of,
and the right to vote at, any meeting of stockholders.  Whenever the Corporation
shall be authorized to issue more than one class of stock, no outstanding  share
of any class of stock which is denied  voting power under the  provisions of the
certificate  of  incorporation  shall entitle the holder thereof to the right to
vote at any meeting of stockholders except as the provisions of paragraph (2) of
subsection  (b) of Section  242 of the General  Corporation  Law of the State of
Delaware  shall  otherwise  require;  provided,  that no share of any such class
which is otherwise  denied voting power shall entitle the holder thereof to vote
upon the increase or decrease in the authorized shares of such class.

        NINTH:  The personal liability of the Directors of the Corporation is
hereby eliminated to the fullest extent permitted by paragraph (7) of

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subsection  (b) of Section  102 of the General  Corporation  Law of the State of
Delaware, as the same may be amended and supplemented.

        TENTH: The Corporation shall, to the fullest extent permitted by Section
145 of the General Corporation Law of the State of Delaware,  as the same may be
amended and supplemented, indemnify any and all persons whom it shall have power
to indemnify  under said  section from and against any and all of the  expenses,
liabilities, or other matters referred to in or covered by said section, and the
indemnification  provided for herein shall not be deemed  exclusive of any other
rights to which those  indemnified may be entitled under any By-Law,  agreement,
vote of stockholders or disinterested directors or otherwise,  both as to action
in his official capacity and as to action in another capacity while holding such
office,  and shall  continue  as to a person  who has  ceased to be a  director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors, and administrators of such a person.

        ELEVENTH: From time to time any of the provisions of this certificate of
incorporation  may be  amended,  altered,  or  repealed,  and  other  provisions
authorized  by the laws of the  State of  Delaware  at the time in force  may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the  stockholders  or the  Corporation by this
certificate  of  incorporation  are granted  subject to the  provisions  of this
paragraph ELEVENTH.


Signed at Woodmere, New York on November 25, 1991



                                     ----------------------
                                       Jack H. Halperin


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