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                                                                     EXHIBIT 3.1

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                             XYBERNAUT CORPORATION

                          It is hereby certified that:

                          1.       The name of the corporation (hereinafter
called the "Corporation") is Xybernaut Corporation.

                          2.       The Certificate of Incorporation of the
Corporation (hereinafter called the "Certificate of Incorporation") is hereby
amended by adding a new Article ELEVENTH, which shall be and read as follows:

                                   "ELEVENTH. Subject to the rights of holders
of any class or series of Preferred Stock,

                                        (i)     nominations for the election of
                                        directors, and

                                        (ii)    business proposed to be brought
                                        before an annual meeting of stockholders

                          may be made by the Board of Directors or committee
                          appointed by the Board of Directors or by any
                          stockholder entitled to vote in the election of
                          directors generally. However, any such stockholder
                          may nominate one or more persons for election as
                          directors at an annual meeting or propose business to
                          be brought before an annual meeting, or both, only if
                          such stockholder has given timely notice in proper
                          written form of his or her intent to make such
                          nomination or nominations or to propose such
                          business. To be timely, a stockholder's notice must
                          be delivered to or mailed and received by the
                          Secretary of the Corporation not less than 60 days
                          nor more than 90 days prior to the annual meeting;
                          provided, however, that in the event that less than
                          70 days notice or prior public disclosure of the date
                          of the annual meeting is given or made to
                          stockholders, notice by a stockholder, to be timely,
                          must be received no later than the close of business
                          on the tenth day following the date on which such
                          notice of the date of the annual meeting was made or
                          such public disclosure was made, whichever first
                          occurs. To be in proper written form, a stockholder's
                          notice to the Secretary shall set forth:
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                                  (a)      the name and address of the
                          stockholder who intends to make the nominations or
                          propose the business and, as the case may be, of the
                          person or persons to be nominated or of the business
                          to be proposed;

                                  (b)      a representation that the
                          stockholder is a holder of record of stock of the
                          Corporation entitled to vote at such meeting and, if
                          applicable, intends to appear in person or by proxy
                          at the meeting to nominate the person or persons
                          specified in the notice;

                                  (c)      if applicable, a description of all
                          arrangements or understandings between the
                          stockholder and each nominee and any other person or
                          persons (naming such person or persons) pursuant to
                          which the nomination or nominations are to be made by
                          the stockholder;

                                  (d)      such other information regarding
                          each nominee or each matter of business to be
                          proposed by such stockholder as would be required to
                          be included in a proxy statement filed pursuant to
                          the proxy rules of the Securities and Exchange
                          Commission had the nominee been nominated, or
                          intended to be nominated, or the matter been
                          proposed, or intended to be proposed, by the Board of
                          Directors, and such other information about the
                          nominee as the Board of Directors deems appropriate,
                          including, without limitation, the nominee's age,
                          business and residence addresses, principal
                          occupation and the class and number of shares of
                          Common Stock or other capital stock of the Company
                          beneficially owned by the nominee, or such other
                          information about the business to be proposed and
                          about the stockholder making such business proposal
                          before the annual meeting as the Board of Directors
                          deems appropriate, including, without limitation, the
                          class and number of shares of Common Stock or other
                          capital stock beneficially owned by such stockholder;
                          and

                                  (e)      if applicable, the consent of each
                          nominee to serve as director of the Corporation if so
                          elected. The chairman of the meeting may refuse to
                          acknowledge the nomination of any person or the
                          proposal of any business not made in compliance with
                          the foregoing procedure."

                          3.      The Certificate of Incorporation is hereby
amended by adding a new Article TWELFTH, which shall be and read as follows:

                                  "TWELFTH. Subject to the rights of holders of
                          any class or series of Preferred Stock, special
                          meetings of stockholders may be called only by the
                          President, the Vice Chairmen of the Board, the
                          Secretary or by the Board of Directors pursuant to a
                          resolution adopted by a majority vote of the total
                          number of authorized directors (whether or not there
                          exists any vacancies in previously authorized
                          directorships) at the time any such resolutions are
                          presented to the
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                          Board for adoption. Such meetings to be held at such
                          time and such place either within or without the
                          State of Delaware as may stated in the notice.
                          Stockholders of the Corporation are not permitted to
                          call a special meeting or to require that the Board
                          call a special meeting of stockholders. The business
                          permitted at any special meeting of stockholders
                          shall be limited to the business brought before the
                          meeting by or at the direction of the Board."

                          4.      The Certificate of Incorporation is hereby
amended by adding a new Article THIRTEENTH, which shall be and read as follows:

                                  "THIRTEENTH. Any director, or the entire
                          Board of Directors, may be removed, for cause only,
                          by the affirmative vote of the holders of at least 66
                          2/3% of the voting power of the then outstanding
                          shares of any class or series of capital stock of the
                          Corporation entitled to vote generally in the
                          election of directors, voting together as a single
                          class."

                          5.      The Certificate of Incorporation is hereby
amended by adding a new Article FOURTEENTH, which shall be and read as follows:

                                  "FOURTEENTH. Except as otherwise provided in
                          the resolutions of the Board of Directors designating
                          any series of Preferred Stock, any action required or
                          permitted to be taken by the stockholders of the
                          Corporation must be effected at a duly called annual
                          or special meeting of stockholders and may not be
                          effected by a consent in writing by any such
                          stockholders."

                          6.      The Certificate of Incorporation is hereby
amended by adding a new Article FIFTEENTH, which shall be and read as follows:

                                  "FIFTEENTH. (a) In addition to the
                          affirmative vote required by law or this Certificate
                          of Incorporation or the Bylaws of the Corporation,
                          and except as otherwise expressly provided in Section
                          (b) of this Article, the approval of a Business
                          Combination (as hereinafter defined) shall require
                          the affirmative vote of both (1) at least eighty
                          percent (80%) of the votes entitled to be cast by the
                          holders of all the then outstanding shares of Voting
                          Stock (as hereinafter defined), voting together as a
                          single class, and (2) at least 66 2/3% of the votes
                          entitled to be cast by holders of the Voting Stock,
                          excluding shares owned by an Interested Stockholder
                          (as hereinafter defined). Such affirmative vote shall
                          be required notwithstanding the fact that no vote may
                          be required, or that a lesser percentage or separate
                          class vote may be specified, by law or IN any
                          agreement with any national securities exchange or
                          otherwise.

                                  (b)      The provisions of Section (a) of
                          this Article shall not be applicable to any
                          particular Business Combination, and such Business
                          Combination shall require only such affirmative vote,
                          if any, as is required by law or by any other
                          provision of this Certificate of Incorporation or the
                          Bylaws of the Corporation, or any agreement with any
                          national securities exchange, if the Business
                          Combination shall have been approved by a majority
                          (whether such approval is made prior to or subsequent
                          to the acquisition of beneficial ownership of the
                          Voting Stock that caused the Interested Stockholder
                          (as hereinafter defined) to become an Interested
                          Stockholder) of the Continuing Directors (as
                          hereinafter defined).
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                          (c)     The following definitions shall apply with
respect to this Article:

                                        1.     "Business Combination" shall
                 mean: (a) any merger or consolidation of the Corporation or
                 any Subsidiary (as hereinafter defined) with (i) any
                 Interested Stockholder or (ii) any other company (whether or
                 not itself an Interested Stockholder) which is or after merger
                 or consolidation would be an Affiliate or Associate of an
                 Interested Stockholder; (b) any sale, lease, exchange,
                 mortgage, pledge, transfer or other disposition or security
                 arrangement, investment, loan, advance, guarantee, agreement
                 to purchase, agreement to pay, extension of credit, joint
                 venture participation or other arrangement (in one transaction
                 or a series of transactions) with or for the benefit of any
                 Interested Stockholder or any Affiliate or Associate of any
                 Interested Stockholder; (c) the adoption of the plan proposal
                 for the liquidation or dissolution of the Corporation which is
                 voted for or consented to by any Interested Stockholder; or
                 (d) any reclassification of securities (including any reverse
                 stock split), or recapitalization of the Corporation, or any
                 merger or consolidation of the Corporation with any of its
                 Subsidiaries or any other transaction (whether or not with or
                 otherwise involving an Interested Stockholder) that has the
                 effect, directly or indirectly, of increasing the
                 proportionate share of any class or series of Capital Stock,
                 or any securities convertible into Capital Stock or into
                 equity securities of any Subsidiary, that is beneficially
                 owned by an Interested Stockholder or any Affiliate or
                 Associate of any Interested Stockholder; or (e) any receipt by
                 any Interested Stockholder of the benefit, directly or
                 indirectly (except proportionally as a stockholder of the
                 Corporation) of any loans, advances, guarantees, pledges, or
                 other financial benefits (other than those expressly permitted
                 in clauses (a) to (d) of this paragraph), provided by the
                 Corporation or any director or any direct or indirect
                 majority-owned Subsidiary; or (f) any agreement, contract or
                 other arrangement providing for any one or more of the actions
                 specified in the foregoing clauses (a) to (e).

                                        2.     "Capital Stock" shall mean all
                 capital stock of the Corporation authorized to be issued from
                 time to time under the Certificate of Incorporation, and the
                 term "Voting Stock" shall mean all Capital Stock which by its
                 terms may be voted on all matters submitted to stockholders of
                 the Corporation generally.

                                        3.     "person" shall mean any
                 individual, firm, company, partnership, corporation, joint
                 venture, association, limited liability company or other
                 entity and shall include any group comprised of any person and
                 any other person or entity with whom such person or any
                 Affiliate or Associate of such person has any agreement,
                 arrangement or understanding, directly or indirectly, for the
                 purpose of acquiring, holding voting or disposing of Capital
                 Stock.

                                        4.     "Interested Stockholder" shall
                 mean any person (other than the Corporation or any Subsidiary
                 and other than any profit-sharing employee stock ownership or
                 other employee benefit plan of the Corporation or any
                 Subsidiary or any trustee of or fiduciary with respect to any
                 such plan when acting in such capacity) who (a) is the
                 beneficial owner of Voting Stock representing fifteen percent
                 (15%) or more of the votes entitled to be cast by the holders
                 of all then outstanding shares of Voting Stock; or (b) is an
                 Affiliate or Associate of the Corporation and at any time
                 within the three-year period
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                 immediately prior to the date in question was the beneficial
                 owner of Voting Stock representing fifteen percent (15%) or
                 more of the votes entitled to be cast by the holders of all
                 the then outstanding shares of Voting Stock; provided,
                 however, that the term "Interested Stockholder" shall not
                 include any person who would have qualified as an Interested
                 Stockholder under either preceding clause immediately prior to
                 the effective date of this Amendment to the Corporation's
                 Certificate of Incorporation.

                                        5.     A person shall be a "beneficial
                 owner" of any Capital Stock (a) which such person or any of
                 its Affiliates or Associates beneficially owns, directly or
                 indirectly, (b) which such person or any of its Affiliates or
                 Associates has, directly or indirectly, (i) the right to
                 acquire (whether such right is exercisable immediately or
                 subject to the passage of time), pursuant to any agreement,
                 arrangement or understanding or upon the exercise of
                 conversion rights, exchange rights, warrants or options, or
                 otherwise, or (ii) the right to vote pursuant to any
                 agreement, arrangement or understanding; or (c) which are
                 beneficially owned, directly or indirectly, by any other
                 person with such person or any of its Affiliates or Associates
                 has any agreement, arrangement or understanding for the
                 purpose of acquiring, holding, voting or disposing of any
                 shares of Capital Stock. For the purposes of determining
                 whether a person is an Interested Stockholder hereunder, the
                 number of shares of Capital Stock deemed to be outstanding
                 shall include shares deemed beneficially owned by such person
                 through application of this Paragraph 5 of Section (c), but
                 shall not include any other shares of Capital Stock that may
                 be issuable pursuant to any agreement, arrangement or
                 understanding, or upon exercise of conversion rights, warrants
                 or options, or otherwise.

                                        6.     The terms "Affiliate" and
                 "Associate" shall have the respective meanings ascribed to
                 such terms in the Securities Exchange Act of 1934, as such may
                 be amended from time to time.

                                        7.     "Subsidiary" means any company
                 of which a majority of any class of equity security is
                 beneficially owned by the Corporation; provided, however, that
                 for the purposes of the definition of Interested Stockholder,
                 the term "Subsidiary" shall mean only a company of which a
                 majority of each class of equity security is beneficially
                 owned by the Corporation.

                                        8.     "Continuing Director" means any
                 member of the Board of Directors of the Corporation, while
                 such person is a member of the Board of Directors, who is not
                 an Affiliate, Associate or representative of the Interested
                 Stockholder and was a member of the Board of Directors prior
                 to the time that the Interested Stockholder became an
                 Interested Stockholder, and any successor of a Continuing
                 Director while such successor is a member of the Board of
                 Directors, provided that such successor is not an Affiliate,
                 Associate or representative of the Interested Stockholder and
                 is recommended or elected to succeed the Continuing Director
                 by a majority of Continuing Directors.

                                  (d)   A majority of the Continuing Directors
                 shall have the power and duty to determine for the purposes of
                 this Article, on the basis of information known to them after
                 reasonable inquiry, (i) whether a person is an Interested
                 Stockholder, (ii) the number of shares of Capital Stock or
                 other securities
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                 beneficially owned by any person, and (iii) whether a person
                 is an Affiliate or Associate of another. Any such
                 determination made in good faith shall be binding and
                 conclusive on all parties.

                          (e)     Nothing contained in this Article shall be
                 construed to relieve any Interested Stockholder from any
                 fiduciary obligation imposed by law.

                                    (f)        The fact that any Business
                 Combination complies with the provisions of Section (b) of
                 this Article shall not be construed to impose any fiduciary
                 duty, obligation or responsibility on the Board of Directors,
                 or any member thereof to approve such Business Combination or
                 recommend its adoption or approval to the stockholders or the
                 Corporation, nor shall such compliance limit, prohibit or
                 otherwise restrict in any manner the Board of Directors, or
                 any member thereof, with respect to evaluations of or actions
                 and responses taken with respect to such Business Combination.
                 Notwithstanding any other provisions of this Certificate of
                 Incorporation or the Bylaws of the Corporation (and
                 notwithstanding the fact that a lesser percentage or separate
                 class vote may be specified by law, this Certificate of
                 Incorporation or the Bylaws of the Corporation), the
                 affirmative vote of the holders of not less than eighty
                 percent (80%) of the votes to be cast by the holders of all
                 the then outstanding shares of Voting Stock, voting together
                 as a single class, shall be required to amend or repeal, or
                 adopt any provisions inconsistent with this Article."

                 7.       The Certificate of Incorporation is hereby amended by
adding a new Article SIXTEENTH, which shall be and read as follows:

                          "SIXTEENTH. (a) Notwithstanding the foregoing and
                 anything contained in this Certificate of Incorporation to the
                 contrary, Section 1.2 ("Special Meetings"), Section 1.8
                 ("Advance Notice of Nominations and Proposals"), Section
                 4.2(b) ("Removal of Directors"), Section 2.1 ("Number of
                 Directors and Term of Office"), Section 4.3(b) ("Vacancies;
                 Directors"), and Section 1.9 ("Consent of Stockholders") of
                 the Corporation's Bylaws and Articles ELEVENTH, TWELFTH,
                 THIRTEENTH AND FOURTEENTH of this Certificate of Incorporation
                 shall not be amended or repealed, and no provision
                 inconsistent with any thereof shall be adopted, without the
                 affirmative vote of the holders of at least 66 2/3% of the
                 voting power of the Voting Stock, voting together as a single
                 class. Section 1.10 ("Supermajority Shareholder Vote for
                 Certain Transactions") and Section 7.1(b) ("Anti-Takeover
                 Amendments") of the Corporation's Bylaws and Article FIFTEENTH
                 of this Certificate of Incorporation shall not be amended or
                 repealed, and no provision inconsistent with any thereof shall
                 be adopted, without the affirmative vote of the holders of at
                 least 80% of the voting power of the Voting Stock, voting
                 together as a single class.

                          (b)     Notwithstanding anything contained in this
                 Amended and Restated Certificate of Incorporation to the
                 contrary, the affirmative vote of the holders of at least 80%
                 of the Voting Stock, voting together as a single class, shall
                 be required to amend or repeal, or adopt any provision
                 inconsistent with, any provision of this Article SIXTEENTH."
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                 3.       The amendments of the Certificate of Incorporation
herein certified have been duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.

Dated:   October 29, 1998

                                      /s/ Edward G. Newman
                                      ----------------------------------------

                                      Edward Newman, Chairman, President
                                       and Chief Executive Officer

Attest:

/s/ Martin Eric Weisberg
-----------------------

Martin Eric Weisberg, Secretary