Exhibit 3.1


                 RESTATED AND AMENDED ARTICLES OF INCORPORATION
                              As Of June 3, 2002 OF
                            VALPEY-FISHER CORPORATION



         THE UNDERSIGNED, Joan Dacey-Seib, whose mailing address is c/o Jacobs
Persinger & Parker, 77 Water Street, 17th Floor, New York, New York 10005, being
at least eighteen years of age, acting as incorporator, does hereby form a
corporation under the General Laws of the State of Maryland.


         FIRST: The name of the corporation (the "Corporation") is Valpey-Fisher
Corporation.

         SECOND: The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the Maryland General
Corporation Law ("MGCL") as now or hereafter in force.

         THIRD: The address of the Corporation's principal office is 75 South
Street, Hopkinton, Massachusetts 01748. The address of the Corporation's
principal office and registered office in the State of Maryland is National
Corporate Research, Ltd. c/o Harbor City Research, Inc., 201 East Baltimore
Street, Suite 630, Baltimore, Maryland 21202. The name of its registered agent
at that office is National Corporate Research, Ltd.

         FOURTH: (a) The total number of shares of capital stock which the
Corporation has authority to issue is Eleven Million (11,000,000) shares,
consisting of ten million (10,000,000) shares of common stock, par value five
cents ($.05) per share, and One Million (1,000,000) shares of series preferred
stock, par value ten cents ($.10) per share. The aggregate par value of all
authorized shares having a par value is Six Hundred Thousand dollars ($600,000).

         (b) The following is a description of each class of stock of the
Corporation, including any preferences, conversion and other rights, voting
powers, restrictions, limitations as to dividends and other distributions,
qualifications and terms and conditions of redemption:

          1. Common Stock. Subject to the rights of holders of any series of
     preferred stock established pursuant to paragraph 2 of this Article FOURTH,
     each share of common stock shall entitle the holder to one (1) vote per
     share on all matters upon which stockholders are entitled to vote, to
     receive dividends and other distributions as authorized by the Board of
     Directors in accordance with the MGCL and to all rights of a stockholder
     pursuant to the MGCL. The common stock shall have no preferences or
     preemptive, conversion or exchange rights. The Board of Directors may
     classify or reclassify any unissued shares of common stock from time to
     time by setting or changing the designations, preferences, conversion or
     other rights, voting powers, restrictions, limitations as to dividends and
     other distributions, qualifications or terms or conditions of redemption.

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          2. Series Preferred Stock. The Board of Directors shall have the power
     from time to time to classify or reclassify, in one (1) or more series, any
     unissued shares of series preferred stock by setting or changing the number
     of shares constituting such series and the designation, preferences,
     conversion and other rights, voting powers, restrictions, limitations as to
     dividends and other distributions, qualifications and terms and conditions
     of redemption of such shares and, in such event, the Corporation shall file
     for record with the State Department of Assessments and Taxation of
     Maryland ("SDAT") Articles Supplementary in substance and form as
     prescribed from time to time by the MGCL.

         FIFTH: No holder of shares of capital stock of the Corporation shall,
as such holder, have any preemptive or other right to purchase or subscribe for
any shares of common stock or any class of capital stock of the Corporation that
the Corporation may issue or sell; provided, however, that the Board of
Directors may, in authorizing the issuance of stock of any class or series,
confer any preemptive right the Board of Directors may deem advisable in
connection with such issuance, and set the price and any other terms the Board
of Directors, in its sole discretion, may fix.

         SIXTH: The number of directors that will constitute the entire Board of
Directors shall be fixed by, or in the manner provided in, the Bylaws but shall
in no event be less than three (3) nor more than fifteen (15). The names of the
directors who will serve until the first annual meeting of stockholders and
until their successors are elected and qualify are Eli Fleisher, Lawrence
Holsborg, John J. McArdle III, Robert W. Muir, Jr., Joseph W. Tiberio and Ted
Valpey, Jr.

         SEVENTH: The Board of Directors of the Corporation is hereby empowered
to authorize the issuance from time to time of shares of its stock of any class,
whether now or hereafter authorized, or securities convertible into shares of
its stock of any class or classes, whether now or hereafter authorized.

         EIGHTH: The liability of the directors and officers of the Corporation
to the Corporation and its stockholders for money damages is hereby limited to
the fullest extent permitted by the laws of the State of Maryland now or
hereafter in force. No amendment of these Articles of Incorporation or repeal of
any of its provisions shall limit or eliminate the benefits provided to
directors and officers under this provision with respect to any act or omission
that occurred prior to such amendment or repeal.

         NINTH: The Corporation shall indemnify its directors, officers, agents
and employees as follows: (a) the Corporation shall indemnify its directors and
officers, whether serving the Corporation, any predecessor of the Corporation,
or at the Corporation's request any other entity, to the fullest extent required
or permitted by the laws of the State of Maryland now or hereafter in force, and
(b) the Corporation shall indemnify other employees and agents, whether serving
the Corporation, any predecessor of the Corporation, or at the Corporation's
request any other entity, to such extent as shall be authorized by the Board of
Directors or the Corporation's Bylaws and be permitted by law. The foregoing

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rights of indemnification shall not be exclusive of any other rights to which
those seeking indemnification may be entitled and shall continue as to a person
who has ceased to be a director, officer, agent or employee and shall inure to
the benefit of the heirs, executors and administrators of such a person. The
Board of Directors may take such action as is necessary to carry out these
indemnification provisions and is expressly empowered to adopt, approve and
amend from time to time such Bylaws, resolutions or contracts implementing such
provisions or such further indemnification arrangements as may be permitted by
law. No amendment of these Articles of Incorporation of the Corporation shall
limit or eliminate the right to indemnification provided hereunder with respect
to acts or omissions occurring prior to such amendment or repeal.

         TENTH: Notwithstanding any provision of the General Laws of the State
of Maryland requiring action to be taken or authorized by the affirmative vote
of the holders of a designated proportion greater than a majority of the shares
of capital stock of the Corporation outstanding and entitled to vote thereupon,
such action shall, except as otherwise provided in these Articles of
Incorporation, be valid and effective if taken or authorized by the affirmative
vote of the holders of a majority of the total number of shares of capital stock
of the Corporation outstanding and entitled to vote thereupon voting together as
a single class.

         ELEVENTH: Pursuant to the express grant of authority contained in MGCL
Sections 3-702(b) and 2-104(b), the control share acquisition provisions of
Title 3, Subtitle 7 of the MGCL shall not apply with respect to the voting or
any other rights of any shares of the Corporation's capital stock of every
nature, kind and description whatsoever acquired or otherwise held by any
entity, individual or any other person at anytime whatsoever and the acquisition
of said shares by any such person or entity, as aforesaid, is hereby generally
approved in all respects; provided that, this election shall be effective only
for so long as the provisions of this Article ELEVENTH remain in full force and
effect and the Corporation expressly reserves the right to amend, repeal or
otherwise alter the same at anytime, in whole or in part, in accordance with the
MGCL and the Corporation's Articles of Incorporation and Bylaws, as the same may
be amended, supplemented and in effect from time to time.

         TWELFTH: Pursuant to the authority contained in MGCL Sections 2-104(b)
and 3.603(e)(1)(iii), the Corporation expressly elects that the special voting
requirements of Section 3.602 of the MGCL shall not apply with respect to any
person who became an "interested stockholder" (as that term is defined in MGCL
Section 3-601(j)) of a corporation which merges with or into this Corporation
more than five (5) years prior to the date of such merger.

         THIRTEENTH: The Corporation reserves the right to amend, alter or
repeal any provision contained in these Articles of Incorporation in any manner
permitted by The General Laws of the State of Maryland, including any amendment
changing the terms or contract rights, as expressly set forth in its Charter, of
any of its outstanding stock by classification, reclassification or otherwise,
upon the vote of the holders of a majority of the shares of capital stock of the
Corporation outstanding and entitled to vote thereon voting together as a single
class.

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         FOURTEENTH: The duration of the Corporation shall be perpetual.

         IN WITNESS WHEREOF, the undersigned incorporator of the Corporation who
executed the foregoing Articles of Incorporation hereby acknowledges the same to
be her act and further acknowledges that, to the best of her knowledge the
matters and facts set forth therein are true in all material respects under the
penalties of perjury.

         Dated the 1st day of May, 1998.




                                           /s/ Joan Dacey-Seib
                                           -------------------
                                           JOAN DACEY-SEIB


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