EXHIBIT 3.1



                            OPTICAL CABLE CORPORATION
                 AMENDED AND RESTATED ARTICLES OF INCORPORATION


                                    ARTICLE I
                                      NAME

         The  name  of  the  corporation  is  Optical  Cable   Corporation  (the
"Corporation").

                                   ARTICLE II
                                     PURPOSE

         The Corporation is organized to engage in the development,  manufacture
and sale of optical  fiber cables,  specialty  cables and cable  assemblies.  In
addition,  the Corporation shall have the power to engage in any lawful business
not required by the Virginia Stock  Corporation Act to be stated in the Articles
of Incorporation.


                                   ARTICLE III
                                AUTHORIZED SHARES

         3.1 Number and  Designation.  The aggregate  number and  designation of
shares that the Corporation shall have authority to issue are as follows:

               Class                     Number of Shares
               -----                     ----------------
         
         Preferred, no par value            1,000,000
         Common, no par value               50,000,000



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         3.2 Preemptive  Rights. No holder of outstanding  shares shall have any
preemptive right with respect to (i) any shares of any class of the Corporation,
whether now or hereafter  authorized,  (ii) any  warrants,  rights or options to
purchase any such shares,  or (iii) any  obligations  convertible  into any such
shares or into warrants, rights or options to purchase any such shares.

                                   ARTICLE IV
                                PREFERRED SHARES

         4.1 Issuance in Series.  (a) The Board of Directors  is  authorized  to
issue  Preferred  Shares  from time to time in one or more series and to provide
for the designation,  preferences, limitations and relative rights of the shares
of each  series by the  adoption of Articles  of  Amendment  to the  Articles of
Incorporation of the Corporation setting forth:

                  (i)  The  maximum  number  of  shares  in the  series  and the
         designation of the series,  which  designation  shall  distinguish  the
         shares thereof from the shares of any other series or class;

                  (ii)  Whether   shares  of  the  series  shall  have  special,
         conditional or limited voting  rights,  or no right to vote,  except to
         the extent prohibited by law;

                  (iii)  Whether   shares  of  the  series  are   redeemable  or
         convertible  (x) at the option of the  Corporation,  a  shareholder  or
         another  person or upon the occurrence of a designated  event,  (y) for
         cash,  indebtedness,  securities  or  other  property,  and  (z)  in  a
         designated amount or in an

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         amount determined in accordance with a designated formula or
         by reference to extrinsic data or events;

                  (iv)  Any  right  of  holders  of  shares  of  the  series  to
         distributions, calculated in any manner, including the rate or rates of
         dividends, and whether dividends shall be cumulative,  noncumulative or
         partially cumulative;

                  (v) The  amount  payable  upon the shares of the series in the
         event of voluntary or involuntary  liquidation,  dissolution or winding
         up of the affairs of the Corporation; and

                  (vi) Any other  preferences,  limitations or specified  rights
         (including a right that no transaction  of a specified  nature shall be
         consummated while any shares of such series remain  outstanding  except
         upon the assent of all or a  specified  portion of such  shares) now or
         hereafter permitted by the laws of the Commonwealth of Virginia and not
         inconsistent with the provisions of this Section 4.1.

         (b) All Preferred Shares,  regardless of series, shall rank on a parity
with all other  Preferred  Stock as to  dividends  (whether or not the  dividend
rates or  payment  dates are  different)  and as to  rights in the  liquidation,
dissolution  or winding up of affairs  of the  Corporation  (whether  or not the
redemption  or  liquidation  prices are  different). 

         4.2  Articles  of  Amendment.  Before the  issuance  of any shares of a
series,  Articles of Amendment  establishing such series shall be filed with and
made effective by the State Corporation  Commission of Virginia,  as required by
law.

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                                    ARTICLE V
                                  COMMON SHARES

         5.1 Voting Rights.  The holders of outstanding  Common Shares shall, to
the  exclusion  of the holders of any other class of shares of the  Corporation,
have the sole  power to vote for the  election  of  directors  and for all other
purposes without limitation, except (i) as otherwise provided in the Articles of
Amendment establishing any series of Preferred Shares or (ii) as may be required
by law. 

         5.2  Distributions.  Subject to the rights of the holders of shares, if
any,  ranking  senior  to the  Common  Shares as to  dividends  or rights in the
liquidation,  dissolution or winding up of the affairs of the  Corporation,  the
holders of the Common  Shares  shall be  entitled  to  distributions,  including
dividends,  when declared by the Board of Directors and to the net assets of the
Corporation  upon the  liquidation,  dissolution or winding up of the affairs of
the Corporation.


                                   ARTICLE VI
                     LIMIT ON LIABILITY AND INDEMNIFICATION

         6.1   Definitions.   For  purposes  of  this  Article  the  follow  ing
definitions shall apply:

                    (i)  "Corporation"   means  this  Corporation  only  and  no
         predecessor entity or other legal entity;


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                    (ii) "expenses"  include counsel fees,  expert witness fees,
         and  costs of  investigation,  litigation  and  appeal,  as well as any
         amounts expended in asserting a claim for indemnification;

                  (iii)  "liability"  means the  obligation  to pay a judg ment,
         settlement, penalty, fine, or other such obligation, including, without
         limitation, any excise tax assessed with respect to an employee benefit
         plan;

                   (iv) "legal entity" means a corporation,  partnership,  joint
         venture, trust, employee benefit plan or other enter prise;

                    (v) "predecessor  entity" means a legal entity the existence
         of which ceased upon its  acquisition by the Corporation in a merger or
         otherwise; and

                   (vi) "proceeding" means any threatened, pending, or completed
         action,   suit,   proceeding  or  appeal   whether   civil,   criminal,
         administrative  or  investigative  and whether formal or informal. 

         6.2 Limit on Liability.  In every  instance in which the Virginia Stock
Corporation  Act, as it exists on the date hereof or may  hereafter  be amended,
permits the  limitation or elimi nation of liability of directors or officers of
a corporation to the corporation or its shareholders, the directors and officers
of this Corporation  shall not be liable to the Corporation or its shareholders.

         6.3  Indemnification of Directors and Officers.  The Corpo ration shall
indemnify any individual who is, was or is

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threatened  to be made a party to a proceeding  (including a proceeding by or in
the right of the  Corporation)  because such  individual is or was a director or
officer of the  Corporation  or because  such  individual  is or was serving the
Corporation,  or any other  legal  entity in any  capacity at the request of the
Corpo  ration  while a  director  or  officer of the  Corporation,  against  all
liabilities  and  reasonable  expenses  incurred  in the proceed ing except such
liabilities and expenses as are incurred  because of such  individual's  willful
misconduct or knowing  violation of the criminal  law.  Service as a director or
officer of a legal entity  controlled by the Corporation shall be deemed service
at the request of the Corporation.  The determination that indemnification under
this Section 6.3 is permissible and the evaluation as to the  reasonableness  of
expenses  in a  specific  case  shall be made,  in the  case of a  director,  as
provided by law,  and in the case of an  officer,  as provided in Section 6.4 of
this  Article;  provided,  however,  that if a majority of the  directors of the
Corporation  has changed after the date of the alleged  conduct giving rise to a
claim for  indemnification,  such  determination  and evaluation  shall,  at the
option of the person claiming indemnification,  be made by special legal counsel
agreed upon by the Board of Directors and such person.  Unless a deter  mination
has been made that  indemnification  is not permissible,  the Corporation  shall
make advances and  reimbursements for expenses incurred by a director or officer
in a proceeding upon receipt of an undertaking  from such director or officer to
repay

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the same if it is  ultimately  determined  that such  director or officer is not
entitled to indemnification.  Such undertaking shall be an unlimited,  unsecured
general  obligation  of the  director or officer  and shall be accepted  without
reference  to such  director's  or  officer's  ability  to make  repayment.  The
termination of a proceeding by judgment, order, settlement,  conviction, or upon
a plea of nolo  contendere  or its  equivalent  shall  not of  itself  create  a
presumption  that a director  or officer  acted in such a manner as to make such
director  or  officer  ineligible  for   indemnification.   The  Corporation  is
authorized   to  contract  in  advance  to  indemnify   and  make  advances  and
reimbursements  for  expenses  to any of its  directors  or officers to the same
extent provided in this Section 6.3.

         6.4  Indemnification of Others. The Corporation may, to a lesser extent
or to the same extent that it is  required to provide  indemnification  and make
advances and  reimbursements for expenses to its directors and officers pursuant
to Section 6.3, provide indemnification and make advances and reimbursements for
expenses to its employees and agents,  the  directors,  officers,  employees and
agents of its subsidiaries and predecessor entities,  and any person serving any
other legal  entity in any capacity at the request of the  Corporation,  and may
contract in advance to do so. The determination that indemnification  under this
Section 6.4 is permissible,  the authorization of such  indemnification  and the
evaluation as to the reasonableness of expenses in a specific case shall be made
as authorized from time

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to time by general or specific  action of the Board of  Directors,  which action
may be taken  before  or  after a claim  for  indemnifi  cation  is made,  or as
otherwise  provided by law. No person's rights under Section 6.3 of this Article
shall be limited by the provisions of this Section 6.4.

         6.5   Miscellaneous.   The   rights   of  each   person   entitled   to
indemnification  under this Article  shall inure to the benefit of such person's
heirs,  executors and  administrators.  Special  legal counsel  selected to make
determinations   under  this  Article  may  be  counsel  for  the   Corporation.
Indemnification  pursuant to this  Article  shall not be  exclusive of any other
right of indemnifi cation to which any person may be entitled, including indemni
fication pursuant to a valid contract,  indemnification  by legal entities other
than the Corporation and  indemnification  under policies of insurance purchased
and  maintained  by the  Corporation  or  others.  However,  no person  shall be
entitled  to indemni  fication by the  Corporation  to the extent such person is
indem nified by another,  including an insurer. The Corporation is authorized to
purchase and  maintain  insurance  against any  liability it may have under this
Article or to protect any of the  persons  named  above  against  any  liability
arising from their service to the  Corporation  or any other legal entity at the
request of the Corporation  regardless of the  Corporation's  power to indemnify
against such  liability.  The  provisions of this Article shall not be deemed to
preclude the Corporation from entering into contracts otherwise permitted by law
with any

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individuals or legal entities,  including those named above. If any provision of
this Article or its application to any person or circumstance is held invalid by
a court of  competent  jurisdic  tion,  the  invalidity  shall not affect  other
provisions or appli cations of this Article,  and to this end the  provisions of
this Article are severable.

         6.6  Application;  Amendments.  The provisions of this Article shall be
applicable from and after its adoption even though some or all of the underlying
conduct  or  events  relating  to a  proceeding  may have  occurred  before  its
adoption.  No amendment,  modification  or repeal of this Article shall diminish
the rights  provided  hereunder  to any person  arising  from  conduct or events
occurring before the adoption of such amendment, modification or repeal.

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