EXHIBIT 3.1

AMENDED AND RESTATED  ARTICLES OF INCORPORATION  OF  OVERLAND DATA, INC.

Scott McClendon and Martin D. Gray certify that:



ARTICLE I

The name of this corporation is Overland Data, Inc. (the "Corporation").

ARTICLE II

The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California
other than the banking business, the
trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

ARTICLE III

The Corporation is authorized to issue one class of shares to be designated Common Stock ("Common Stock"). The total number of shares of Common Stock that the
Corporation is authorized to issue is twenty-five million (25,000,000).

ARTICLE IV

Section 1.(a) The term "Beneficial Owner" and correlative terms shall have the meaning as set forth in
Rule 13d-3 under the Securities Exchange Act of 1934, as amended, or any similar successor rule. Without limitation and in addition to the foregoing, any shares of Voting Stock of
the Corporation which any Major Shareholder has the right to vote or to acquire (i) pursuant to any agreement, (ii) by reason of tenders of shares by shareholders of the Corporation in
connection with or pursuant to a tender offer made by such Major Shareholder (whether or not any tenders have been accepted, but excluding tenders which have been rejected), or (iii) upon the
exercise of conversion rights, warrants, options or otherwise, shall be deemed "beneficially owned" by such Major Shareholder.

(b)  The
term "Business Combination" shall mean:



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(c)  The
term "Major Shareholder" shall mean any Person which, together with its "Affiliates" and "Associates" (as defined in Rule 12b-2 of the Securities
Exchange Act of 1934, as amended, or any similar successor Rule) and any Person acting in concert therewith, is the Beneficial Owner of shares possessing ten percent (10%) or more of the voting power
of the Voting Stock of the Corporation, and any Affiliate or Associate of a Major Shareholder, including a Person acting in concert therewith. The term "Major Shareholder" shall not include a
Subsidiary of the Corporation.

(d)  The
term "other consideration to be received" shall include, without limitation, Voting Stock of the Corporation retained by its existing shareholders in the event of a
Business Combination which is a merger or consolidation in which the Corporation is the surviving corporation.

(e)  The
term "Person" shall mean any individual, corporate, partnership or other Person, group or entity (other than the Corporation, any Subsidiary of the Corporation or a
trustee holding stock for the benefit of employees of the Corporation or its Subsidiaries, or any one of them, pursuant to one or more employee benefit plans or arrangements). When two or more Persons
act as a partnership, limited partnership, syndicate, association or other group for the purpose of acquiring, holding or disposing of shares of stock, such partnerships, syndicate, association or
group will be deemed a "Person."

(f)    The
term "Subsidiary" shall mean any business entity fifty percent (50%) or more of which is beneficially owned by the Corporation.

(g)  The
term "Substantial Part" as used in reference to the assets of the Corporation, of any Subsidiary or of any Major Shareholder means assets having a value of more than
five percent (5%) of the total consolidated assets of the Corporation as of the most recent fiscal year ending prior to the time the determination is made.

(h)  The
term "Voting Stock" shall mean stock or other securities entitled to vote upon any action to be taken in connection with any Business Combination or entitled to vote
generally in the election of directors, and shall also include stock or other securities convertible into Voting Stock.

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Section 2.Notwithstanding any other provision of these Articles of Incorporation and except as set forth in
Section 3 of this Article IV, neither the Corporation nor any Subsidiary shall be party to a Business Combination unless:



Section 3.The approval requirements of Section 2 of this Article IV shall not apply if the Business
Combination is approved by the vote of at least sixty-six and two-thirds percent (662/3%) of the shares of the Voting Stock of the Corporation and all of the
following conditions are satisfied:



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Section 4.The affirmative vote required by this Article IV is in addition to the vote of the holders of any
class or series of stock of the Corporation otherwise required by law, these Articles of Incorporation, or any resolution which has been adopted by the Board of Directors providing for the issuance of
a class or series of stock.

Section 5.Any amendment, change or repeal of this Article IV or any other amendment of these Articles of
Incorporation which would have the effect of modifying or permitting circumvention of the provisions of this Article IV shall require approval by at least a sixty-six and
two-thirds percent (662/3%) vote of the Voting Stock of the Corporation.

Section 6.The requirement of a supermajority vote set forth in this Article IV will expire only as required by
Section 710 of the California Corporations Code, as it may be amended from time to time, unless readopted in accordance therewith.

ARTICLE V

A.    The
liability of the directors of the Corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

B.    The
Corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code ("Section 317")) through
bylaw provisions, agreements with the agents, vote of shareholders or disinterested directors, or otherwise, in excess of the indemnification otherwise permitted by Section 317, subject only to
the applicable limits set forth in Section 204 of the California Corporations Code with respect to actions for breach of duty to the Corporation or its shareholders. The Corporation is further
authorized to provide insurance as set forth in Section 317, provided that, in cases where the Corporation owns all or a portion of the shares of the company issuing the insurance policy, the
company and/or policy must meet one of the two sets of conditions set forth in Section 317, as amended.

C.    Any
repeal or modification of the foregoing provisions of this Article V or by the shareholders of the Corporation shall not adversely affect any right or
protection of an agent of the Corporation existing at the time of such repeal or modification.

(REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK)

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3.    The
foregoing amendment to the Corporation's Articles of Incorporation has been approved by the Board of Directors of the Corporation.

4.    The
foregoing amendment to the Corporation's Articles of Incorporation has been approved by the holders of the requisite number of shares of the Corporation in accordance
with Sections 902 and 903 of the California General Corporation Law. The total number of outstanding shares of each class entitled to vote with respect to the foregoing amendment was 5,209,925 shares
of Common Stock, 318,397 shares of Series A Preferred Stock, 731,429 shares of Series B Preferred Stock and 1,286,747 shares of Series C Preferred Stock. The number of shares
voting in favor of the foregoing amendment equaled or exceeded the vote required, such vote being a majority of the outstanding shares of Common Stock, a majority of the outstanding shares of
Series A Preferred Stock, a majority of the outstanding shares of Series B Preferred Stock and a majority of the outstanding shares of Series C Preferred Stock. Subsequent to the
shareholder vote, all outstanding shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock were converted into Common Stock and no shares of
Preferred Stock remain outstanding.

We
further declare, under penalty of perjury under the laws of the State of California, that the matters set forth in this Amended and Restated Articles of Incorporation of Overland
Data, Inc. are true and correct of our own knowledge.

IN
WITNESS WHEREOF, the undersigned have executed this certificate on May 20, 1997.

/s/ SCOTT MCCLENDONScott McClendon, President/s/ MARTIN D. GRAYMartin D. Gray, Secretary


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CERTIFICATE OF AMENDMENT  OF  ARTICLES OF INCORPORATION  OF  OVERLAND DATA, INC.

Christopher Calisi and Vernon A. LoForti certify that:

1.    They
are the president and secretary, respectively, of Overland Data, Inc. (the "Corporation"), a California corporation.

2.    Article I
of the Articles of Incorporation of this Corporation is hereby amended to read as follows:



3.    The
foregoing amendment to the Corporation's Articles of Incorporation has been duly approved by the board of directors.

4.    The
foregoing amendment to the Corporation's Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902
of the California Corporations Code. The total number of outstanding shares entitled to vote with respect to the foregoing amendment was 10,706,966 shares of common stock. The number of shares voting
in favor of the foregoing amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

We
further declare, under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate of Amendment of Articles of Incorporation of
Overland Data, Inc. are true and correct of our own knowledge.

IN
WITNESS WHEREOF, the undersigned have executed this certificate on June 28, 2002.

| |  | By: | /s/CHRISTOPHER CALISIChristopher Calisi, President
| |  | --- | --------------------------------------------------
| |  | By: | /s/VERNON A. LOFORTIVernon A. LoForti, Secretary  

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