EXHIBIT 3.1

                         CERTIFICATE OF INCORPORATION OF

                    GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.


      The undersigned,  for the purposes  hereinafter stated, under and pursuant
to the provisions of the General Corporation Law of the State of Delaware,  does
hereby certify as follows:

                                  ARTICLE FIRST

      The name of the corporation is GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.

                                 ARTICLE SECOND

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

                                  ARTICLE THIRD

      The nature of the  business  of the  Corporation  and the  purposes  to be
conducted and promoted by the Corporation are as follows:

      (a)   To engage in any lawful act or activity for which  corporations  may
            be  organized  under  the  General  Corporation  Law of the State of
            Delaware.

      (b)   To do any and all of the acts  herein set forth or implied  and such
            other acts as are  incidental or conducive to the  attainment of the
            objects and purposes of the Corporation;  and to do any and all such
            acts  either as  principal  or in the  capacity  of  agent,  broker,
            contractor or otherwise.

      (c)   To  conduct  its  business,  promote  its  purpose  and carry on its
            operations in any and all of its branches and maintain  offices both
            within and without the State of  Delaware,  in any and all states of
            the United  States of  America,  in the  District  of  Columbia,  in
            foreign  countries,  and in any or all  commonwealths,  territories,
            dependencies,  colonies, possessions,  agencies or instrumentalities
            of the United States of America or foreign countries.

      The foregoing  provisions of this Article Third shall be construed both as
purposes and powers and each as an independent  purpose and power. The foregoing
enumeration  of  specific  purposes  and  powers  shall  not be held to limit or
restrict  in any manner the  purposes  and  powers of the  Corporation,  and the
purposes and powers herein specified shall, except when otherwise provided in


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this Article  Third,  be in no way limited or  restricted  by  reference  to, or
inference  from, the terms of any provision of this or any other Article of this
Certificate of Incorporation,  provided, however, that the Corporation shall not
conduct any  business,  promote any purpose,  or exercise any power or privilege
within or without  the State of  Delaware  which,  under the laws  thereof,  the
Corporation may not lawfully conduct, promote, or exercise.

                                 ARTICLE FOURTH

      The total  number of shares of all  classes  of  capital  stock  which the
Corporation shall have the authority to issue is 16,000,000 divided into classes
as follows:

      15,000,000  shares shall be common stock,  par value $0.001 per share (the
      "Common Stock"); and

      1,000,000  shares  shall be  preferred  stock,  par value  $0.20 per share
      ("Preferred Stock")

Shares  of any  class  of  stock  of the  Corporation  may be  issued  for  such
consideration and for such corporate purposes as the Board of Directors may from
time to time determine.

      The holders of Common  Stock shall be entitled to all of the usual  rights
and privileges of holders of common stock,  and the Board of Directors shall not
be  authorized  to change  the  rights of  holders  of the  Common  Stock of the
Corporation to vote one vote per share on all matters  submitted for stockholder
action.

      The Board of Directors is authorized, subject to limitations prescribed by
law and the provisions of this Article Fourth to provide for the issuance of the
shares of  Preferred  Stock in classes or  series,  and by filing a  certificate
pursuant to the applicable law of the State of Delaware,  to establish from time
to time the number of shares to be included in each such class or series, and to
fix the designation,  powers,  preferences and rights of the shares of each such
class or series and the qualifications, limitations or restrictions thereof.

      The  authority  of the Board of  Directors  with  respect to each class or
series of Preferred Stock shall include, but not be limited to, determination of
the following:

      (a)   The number of shares constituting that class or series (which may be
            increased or decreased by the board of directors,  but not below the
            number of shares of that class or series then outstanding),  and the
            distinctive designation of that class or series;

      (b)   The  dividend  rate on the shares of that  class or series,  whether
            dividends shall be cumulative,  and if so, from which date or dates,
            and the relative rights of priority, if any, of payment of dividends
            on shares of that class or series;



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      (c)   Whether that class or series shall have voting  rights,  in addition
            to the voting  rights  provided by law, and if so, the terms of such
            voting rights;

      (d)   Whether that class or series shall have conversion privileges,  and,
            if so,  the  terms  and  conditions  of such  conversion,  including
            provision for  adjustment of the  conversion  rate in such events as
            the Board of Directors shall determine;

      (e)   Whether  or not  the  shares  of  that  class  or  series  shall  be
            redeemable, and, if so, the terms and conditions of such redemption,
            including  the  date or date  upon or  after  which  they  shall  be
            redeemable,  and the amount per share payable in case of redemption,
            which amount may vary under  different  conditions  and at different
            redemption dates;

      (f)   Whether  that  class or series  shall  have a  sinking  fund for the
            redemption  or purchase  of shares of that class or series,  and, if
            so, the terms and amount of such sinking fund;

      (g)   The  rights of the  shares  of that  class or series in the event of
            voluntary or involuntary  liquidation,  dissolution or winding up of
            the  Corporation,  and the relative  rights of priority,  if any, of
            payment of shares of that class or series; and

      (h)   Any other relative rights, preferences and limitations of that class
            or series.

      The shares of Preferred  Stock of any one series  shall be identical  with
each other in all respects except as to the dates from and after which dividends
thereon shall cumulate, if cumulative.


                                  ARTICLE FIFTH

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

         Name                          Mailing Address

         Thomas M. Elliot              Seyfarth, Shaw, Fairweather & Geraldson
                                       55 East Monroe, Suite 4200
                                       Chicago, IL 60603

                                  ARTICLE SIXTH

      A majority of the issued and outstanding shares of the Common Stock of the
Corporation, represented in person or by proxy, shall constitute a quorum at all
meetings  of the  stockholders  for  the  transaction  of  business,  except  as
otherwise required by law.



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      When a  quorum  is  present  at any  meeting,  the  affirmative  vote of a
majority  of the shares of issued and  outstanding  stock  entitled to vote (the
"Voting  Stock") on a particular  question  represented  at such  meeting  shall
decide any such question brought before such meeting.

      The  affirmative  vote of a  two-thirds  (2/3)  majority  of the shares of
issued and outstanding Common Stock of the Corporation entitled to vote shall be
required to call a Special  Stockholders  Meeting,  if such meeting is called by
stockholders.

      No action  required  or  permitted  to be taken at any  annual or  special
meeting of  stockholders  of the  Corporation  may be taken by  written  consent
without a meeting of such stockholders.

                                 ARTICLE SEVENTH


      A majority of the number of  Directors  established  by the By-laws of the
Corporation  shall  constitute a quorum for the  transaction  of business at any
meeting of the Board of Directors.  Except as otherwise provided in this Article
Seventh, the act of a majority of the Board of Directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors.


                                 ARTICLE EIGHTH


      In furtherance  and not in limitation of the powers  conferred by statute,
the Board of Directors shall have the concurrent  power with the stockholders to
make,  alter,  amend,  change add to or repeal  (collectively  referred  to as a
"Change")  the  By-laws of the  Corporation;  provided  that any Change  must be
approved either by a majority of the authorized  number of directors and, if one
or more Interested Stockholders (as hereinafter defined) exist, by a majority of
the directors who are Continuing  Directors (as hereinafter defined) or (ii) the
affirmative  vote of the  holders  of not less than 80% of the then  outstanding
shares of Voting  Stock  and,  if the Change is  proposed  by or on behalf of an
Interested Stockholder or a director affiliated with an Interested  Stockholder,
then by the affirmative  vote of the holders of a majority of the  Disinterested
Shares  (as  hereinafter  defined).  For the  purposes  of this  Certificate  of
Incorporation,  "Interested  Stockholders"  means  any  person  (other  than the
Corporation or any subsidiary of the Corporation (a "Subsidiary") and other than
any  profit-sharing,  employee stock ownership or other employee benefit plan of
the Corporation or a Subsidiary,  or any trustee of or fiduciary with respect to
any such plan when acting in such capacity,  or any  stockholder  who became the
holder of 10% or more of the Voting  Stock at the  effective  time of the merger
between  the   Corporation   and  its  initial  parent   corporation,   Guardian
Technologies  International,  Inc.,  a  Virginia  corporation  (incorporated  in
October,  1989)),  who (i) is or has  announced or publicly  disclosed a plan or
intention  to become the  beneficial  owner of voting  stock of the  Corporation
representing  10% or more of the votes entitled to be cast by all of the holders
of voting stock of the Corporation, or (ii) is an affiliate of the Corporation


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and at any time within the two-year period prior to the date in question was the
beneficial owner of voting stock of the Corporation  representing 10% or more of
the voting stock of the Corporation entitled to be cast by the holders of all of
the outstanding shares of voting stock of the Corporation.  For purposes of this
Certificate of Incorporation, "Disinterested Shares" means, as to any Interested
Stockholders,  shares of stock of the  Corporation  entitled to vote and held by
stockholders  other  than such  Interested  Stockholder.  For  purposes  of this
Certificate  of  Incorporation,  "Continuing  Director"  means any member of the
Board of Directors, while such person is a member of the Board of Directors, who
is not an affiliate or  representative  of an Interested  Stockholder  and was a
member  of the  Board  of  Directors  prior  to the  time  that  any  Interested
Stockholder became an Interested Stockholder,  and any successor of a Continuing
Director while such successor is a member of the Board of Directors,  who is not
an affiliate or representative of the Interested  Stockholder and is recommended
or elected to succeed the  Continuing  Director by a majority of the  Continuing
Directors.


                                  ARTICLE NINTH

      For the  management  of the business and for the conduct of the affairs of
the Corporation and in further creation,  definition,  limitation and regulation
of the powers of the  Corporation,  its  Directors and its  stockholders  or any
class thereof, as the case may be, it is further provided:

      (a)   The Board of Directors of the Corporation ("the Board") shall be
            divided into three (3) classes and shall consist of either five (5)
            or seven (7) Directors, as determined from time to time by
            resolution adopted by the affirmative vote of a majority of the
            Board of Directors then in office. If the Board consists of five (5)
            Directors, then the first class shall consist of two (2) Directors,
            the second class shall consist of one (1) Director, and the third
            class shall consist of two (2) Directors. If the Board consists of
            seven (7) Directors, then the first class shall consist of three (3)
            Directors, the second class shall consist of two (2) Directors, and
            the third class shall consist of two (2) Directors. At the first
            meeting of stockholders, Directors of the first class shall be
            elected to hold office for a term expiring at the next succeeding
            annual meeting. Directors of the second class shall be elected to
            hold office for a term expiring at the second succeeding annual
            meeting and Directors of the third class shall be elected to hold
            office for a term expiring at the third succeeding annual meeting.
            The Directors shall be elected in such manner as may be provided for
            in the By-laws. No election of Directors need be by written ballot.
            Subject to the foregoing, at each succeeding annual meeting of
            stockholders, the successors to the class of Directors whose term
            shall then expire shall be elected to hold office for a term
            expiring at the third succeeding annual meeting. No decrease in the
            number of directors shall shorten the term of any incumbent
            director.



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      (b)   Any vacancy on the Board of Directors  that results from an increase
            in the  number  of  directors  may be filled  by a  majority  of the
            members of the Board of Directors then in office,  even if less than
            a quorum, or by a sole remaining director. Any director of any class
            elected to fill a vacancy  resulting  from an increase in such class
            shall hold office for a term that shall  coincide with the remaining
            term of the other directors in that class.  Any director  elected to
            fill a vacancy  not  resulting  from an  increase  in the  number of
            directors shall have the same remaining term as that of the relevant
            predecessor director.

      (c)   Any director or the entire  Board of  Directors  may be removed only
            for cause by an affirmative vote of the holders of a majority of the
            then outstanding shares of Voting Stock; provided,  however, that if
            a proposal to remove a director for cause is made by or on behalf of
            an  Interested  Stockholder,   or  a  director  affiliated  with  an
            Interested   Stockholder,   then  such  removal  shall  require  the
            affirmative  vote of the holders of a majority of the  Disinterested
            Shares.

      (d)   The Board of Directors shall be authorized to exercise, on behalf of
            the Corporation,  all powers of the Corporation  except as otherwise
            provided  herein,  or by  amendments  hereto,  or by the laws of the
            State of Delaware or by the By-laws of the Corporation.


                                  ARTICLE TENTH

      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
members 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 member  thereof,  or on the application of any receiver or
receivers  appointed for this Corporation under the provisions of Section 291 of
the General  Corporation  Law of the State of Delaware 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 the General  Corporation Law
of the State of Delaware order a meeting of the creditors or class of creditors,
and/or of the members or class of members 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  (3/4) in value of the creditors or class of
creditors,  and/or of the members 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 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 on all of the  members  or class of  members,  of this
Corporation, as the case may be, and also on this Corporation.



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                                ARTICLE ELEVENTH

      The  Corporation,  to the fullest  extent now or  hereafter  permitted  by
Section 145 of the General Corporation Law of the State of Delaware, as the same
may be amended and  supplemented,  shall  indemnify  any and all persons whom it
shall have power to  indemnify  from and  against  any and all of the  expenses,
liabilities  or other matters  referred to in or covered by applicable  law, and
the  indemnification  provided for in this Article  Eleventh shall not be deemed
exclusive of any other rights to which those  indemnified  may be entitled under
any By-law,  agreement, vote of members or disinterested Directors or otherwise,
both as to action in his or her  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. Subject to
the  conditions  provided  for in the  General  Corporation  Law of the State of
Delaware,  as the same exists or may hereafter be amended,  the  Corporation may
pay  in  advance  expenses  incurred  by  a  party  seeking  indemnification  in
connection  with  the  preparation  for  or  defense  of  any  action,  suit  or
proceeding.

      In  addition,   in  accordance  with  Section  102(b)(7)  of  the  General
Corporation Law of the State of Delaware,  the Corporation does hereby eliminate
the personal  liability of a Director of the  Corporation to the  Corporation or
its  stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
Director, provided that such liability of a Director shall not be eliminated (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)  for  unlawful
payments  of  dividends,  stock  purchases  or  redemptions,  or  (iv)  for  any
transaction from which the Director derived an improper  personal  benefit.  The
determination  as to whether a director has engaged in the conduct  described in
(i) through  (iv) above shall be made  either by the Board of  Directors  of the
Corporation  by a majority vote of a quorum of  disinterested  Directors or by a
majority  vote of the  Corporation's  members,  as  determined  by the  Board of
Directors of the Corporation.

      Unless  required by law, no  reduction  or  elimination  of the  indemnity
provisions of this Article Eleventh shall be applied  retroactively with respect
to any person covered hereunder.


                                 ARTICLE TWELFTH

      The Corporation  reserves the right to Change any provisions  contained in
this  Certificate of  Incorporation  or the By-laws of the  Corporation,  in the
manner now or hereafter  prescribed by statute,  and all rights  conferred  upon
stockholders herein are granted subject to this reservation;  provided, however,
that the affirmative vote of the holders of at least 80% of the then outstanding
shares of Voting Stock,  voting together as a single class, shall be required to
change Article Sixth,  Article Seventh,  Article Eighth,  Article Ninth, Article
Tenth, Article Eleventh and Article Twelfth.



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      The  undersigned,  being the  incorporator  herein before  named,  for the
purpose of forming a Corporation  pursuant to the General Corporation Law of the
State of Delaware,  does make this certificate,  hereby declaring and certifying
that this is his act and deed and that the facts  herein  stated  are true,  and
accordingly has hereunto set his hand this 13th day of February, 1996.

                                                   /s/ Thomas Elliott
                                                   ---------------------
                                                   Thomas M. Elliott,
                                                   Incorporator

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