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                                                                     EXHIBIT 3.1

                           SECOND AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                      ADVANCED LIGHTING TECHNOLOGIES, INC.
                        [as amended to February 12, 1997]

                  FIRST: The name of the Corporation shall be Advanced Lighting 
Technologies, Inc.

                  SECOND: The place in the State of Ohio where the principal
office of the Corporation is to be located is in the City of Solon in Cuyahoga 
County.

                  THIRD: The purpose or purposes for which the Corporation is
formed are to engage in any lawful act or activity for which corporations may be
formed under ss.ss.1701.01 to 1701.98, inclusive, of the Ohio Revised Code.

                  FOURTH: The Corporation shall be authorized to issue eighty
million (80,000,000) shares of common stock, par value one thousandth of one
cent ($.01), and one million (1,000,000) shares of preferred stock, par value
one thousandth of one cent ($.001). Any and all shares so issued, the
consideration for which, as fixed by the incorporator or the Board of Directors,
has been paid or delivered, shall be fully paid and nonassessable. The shares of
each class shall have the following express terms:

                  PART A: SERIES OF PREFERRED SHARES.

                  1. RIGHTS OF DIRECTORS TO ADOPT AMENDMENTS IN RESPECT OF
PREFERRED SHARES. The Board of Directors is hereby authorized to adopt
amendments to this Article FOURTH in respect of any unissued Preferred Shares
(whether or not previously designated as shares of a particular series and
including Preferred Shares of any series issued and thereafter acquired by the
Corporation), to the full extent permitted by the Ohio Revised Code, creating
one or more series of Preferred Shares and, with respect to each such series,
fix or change, in whole or in part, the express terms (within the limits set
forth in Sections 1701.01 through 1701.99 of the Ohio Revised Code) of (a) any
class of shares before the issuance of any shares of that class or (b) one or
more series within a class before the issuance of any shares of that series.

                  2. PREFERRED SHARES, GENERALLY. All shares of any series shall
be identical in all respects, except that the shares of any one series issued at
different times may differ as to the dates from which dividends or distributions
thereon shall be cumulative. Preferred Shares shall have equal rank and priority
with respect to the payment of dividends and shall be identical in all respects
except as permitted by the foregoing provision of this Part A. Nothing contained
herein shall be construed to limit or restrict in any way the rights in respect
of unissued shares of any class or series granted to the Board of Directors by
the laws of Ohio now or hereafter in force.


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         PART B:  EXPRESS TERMS OF THE COMMON SHARES

                  1. SUBJECT TO PREFERRED SHARES. The Common Shares shall be 
subject to the express terms of the Preferred Shares.

                  2. RIGHT TO DIVIDENDS. Subject to any rights to receive
dividends to which the holders of shares of outstanding Preferred Shares, if
any, may be entitled, the holders of shares of Common Shares shall be entitled
to receive dividends, if and when declared, payable from time to time by the
Board of Directors from any funds legally available therefor.

                  3. VOTING. Each outstanding share of Common Shares of the
Corporation shall entitle the holder thereof to one (1) vote and, except as
otherwise stated or expressed in a resolution or resolutions adopted by the
Board of Directors providing for the issuance of any Preferred Shares or as
otherwise provided by law, the exclusive voting power for all purposes shall be
vested in the holders of the Common Shares.

                  FIFTH: A. The number of Directors of the Corporation, none of
whom need be shareholders, shall be not less than three (3) nor more than ten
(10). Initially, the number of Directors of the Corporation shall be fixed at
three (3). By the majority vote of the Directors then in office, the number of
persons which shall constitute the Board of Directors for each ensuing year
shall be fixed, and may from time-to-time be increased or decreased.

                             B.  The Board of Directors shall be and is divided 
into three (3) classes. Each Director shall serve for a term ending on the date
of the third annual meeting following the annual meeting at which such Director
was elected; provided, however, that each initial Director in Class I shall hold
office until the annual meeting of shareholders in 1996, and each initial
Director in Class II shall hold office until the annual meeting of shareholders
in 1997. Elections of Directors need not be by ballot unless the Regulations so
provide. No reduction in the number of Directors of any class shall have the
effect of removing any Director of any class prior to the expiration of his term
of office.

                             C.In the event of any increase or decrease in the 
authorized number of Directors: (i) each Director then serving as such shall
nevertheless continue as a Director of the class of which he or she is a member
until the expiration of his or her current term, or his or her prior death,
retirement, resignation, or removal; and (ii) the newly created or eliminated
directorships resulting from such increase or decrease shall be apportioned by
the Board of Directors among the three (3) classes of Directors as to maintain
such classes as nearly equal as possible.

                             D. Notwithstanding any of the foregoing provisions 
of this Article FIFTH, each Director shall serve until his or her successor is
elected and qualified or until his or her death, retirement, resignation or
removal. Should a vacancy occur or be created, whether arising through death,
resignation or removal of a Director or through an increase in the number of
Directors of any class, such vacancy shall be filled by action of a majority of
the Directors in office. A


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Director so elected to fill a vacancy shall serve for the remainder of the then
present term of office of the class to which he or she was elected.

                             E. Shareholders may remove directors of the 
Corporation only for cause. "Cause" for the removal of a Director by the
shareholders shall exist only upon the occurrence of one (1) of the following
events: (1) the conviction of the Director of a felony; or (2) a finding by a
court of law that the Director has been or is guilty of negligence or misconduct
in the performance of his duties as a Director of the Corporation. A majority of
the Directors may remove a Director with or without cause.

                             F. Nominations for the election of Directors shall 
be made in accordance with the Regulations.

                             G. Wherever the term "Board of Directors" is used 
in these Articles of Incorporation, such term shall mean the Board of Directors
of the Corporation; provided, however, that, to the extent any committee of
directors of the Corporation is lawfully entitled to exercise the powers of the
Board of Directors, such committee, to the extent provided by resolution of the
Board of Directors or the Regulations, may exercise any power or authority of
the Board of Directors under the Articles of Incorporation in the management of
the business and affairs of the Corporation (including, without limitation, the
declaration of a dividend or the authorization of the issuance of any shares of
Common Shares or Preferred Shares) other than the authority of filling vacancies
in the Board of Directors or in any committee thereof.

                  SIXTH: No holder of shares of any class shall be entitled as
such to subscribe for or purchase shares of any class now or hereafter
authorized, or securities convertible into or exchangeable for such shares, or
securities to which there are attached or appertained any warrants or rights
entitling the holder thereof to subscribe for or purchase such shares.

                  SEVENTH: The Corporation may purchase from time to time shares
of any class issued by it, upon agreement with the holder thereof. Such
purchases may be made either in the open market or at private or public sale, in
such manner and amount, from the holder or holders of outstanding shares of the
Corporation, and at such prices and upon such terms as the Board of Directors
shall, from time to time, determine. Unless a different procedure is established
in a written agreement among the Corporation and all of the shareholders of the
Corporation, the Board of Directors is hereby empowered to authorize such
purchases from time to time without any vote of the holders of any class of
shares authorized and outstanding at the time of any such purchases.

                  EIGHTH: A Director of the Corporation shall not be
disqualified by his office from dealing or contracting with the Corporation
either as a seller, purchaser or otherwise, nor shall any contract, or
transaction be void or voidable with respect to the Corporation for the reason
that it is between the Corporation and one or more of its Directors or officers,
or between the Corporation and any other person in which one or more of its
Directors or any officers are directors, trustees, or officers, or have a
financial or personal interest, or for the reason that one


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or more interested Directors or officers participate in or vote at the meeting
of the Directors or a committee thereof which authorizes such contract or
transaction, if in any such case (a) the material facts as to his or their
relationship or interests and as to the contract or transaction are disclosed or
are known to the Directors or the committee and the Directors or committee, in
good faith reasonably justified by such facts, authorize the contract or
transaction by the affirmative vote of a majority of the disinterested
Directors, even though the disinterested Directors constitute less than a
quorum; or (b) the material facts as to his or their relationship or interest
and as to the contract or transaction are disclosed or are known to the
shareholders entitled to vote thereon and the contract or transaction is
specifically approved at a meeting of the shareholders held for such purpose by
the affirmative vote of the holders of shares entitling them to exercise a
majority of the voting power of the Corporation held by persons not interested
in the contract or transaction; or (c) the contract or transaction is fair as to
the Corporation as of the time it is authorized or approved by the Directors, a
committee thereof, or the shareholders. Common or interested Directors may be
counted in determining the presence of a quorum at a meeting of the Directors,
or a committee thereof which authorizes the contract or transaction.

                  NINTH: The Court of Common Pleas of the county in which this
Corporation maintains its principal office is hereby authorized to order the
appointment of a provisional Director for this Corporation, in accordance with
the provisions of Sections 1701.56 and 1701.911 of the Ohio Revised Code.

                  TENTH:  No holder of shares of the Corporation shall have the 
right to cumulate the vote of such shares in the election of Directors.

                  ELEVENTH: Whenever, under the laws of the State of Ohio, now
or hereafter in effect, action is authorized or required to be taken by the vote
or consent of the holders of shares entitling them to exercise two-thirds of the
voting power of the Corporation or of any class or classes of shares thereof,
such action shall be effected by the vote, consent or authorization of the
holders of shares entitling them to exercise a majority of such voting power,
unless a greater proportion of votes is made mandatory for such particular
action by the laws of the State of Ohio.

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                             CERTIFICATE OF ADOPTION
                                       OF
                        AMENDED ARTICLES OF INCORPORATION
                                       OF
                      ADVANCED LIGHTING TECHNOLOGIES, INC.

         Wayne R. Hellman and Louis S. Fisi, President and Secretary,
respectively, of ADVANCED LIGHTING TECHNOLOGIES, INC., an Ohio corporation,
having its principal office in the City of Solon, Ohio, do hereby certify that
on the 13th day of November, 1996, pursuant to the authority of Ohio Revised
Code Section 1701.71, a majority of the holders of the issued and outstanding
shares of said Corporation entitled to vote did, at a meeting of the
shareholders, unanimously approve the following action and adopt the following
resolution amending the existing Articles of Incorporation:

         RESOLVED, that the first sentence of Article Fourth of the Second
         Amended and Restated Articles of Incorporation of ADVANCED LIGHTING
         TECHNOLOGIES, INC. is hereby amended as follows:

         FOURTH: The Corporation shall be authorized to issue eighty million
         (80,000,000) shares of common stock, par value one thousandth of one
         cent ($.001), and one million (1,000,000) shares of preferred stock,
         par value one thousandth of one cent ($.001).

         IN WITNESS WHEREOF, Wayne R. Hellman and Louis S. Fisi, President and
Secretary, respectively, acting for and on behalf of said Corporation, have
hereunto subscribed their names this 10th day of February, 1997.

                                        /s/ Wayne R. Hellman
                                        --------------------------------
                                        Wayne R. Hellman, President

                                        /s/ Louis S. Fisi
                                        --------------------------------
                                        Louis S. Fisi, Secretary