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:  

<TABLE>
<CAPTION>
         Class                                   Number of Shares 
         -----                                   ---------------- 
<S>                                               <C>       
     Preferred, no par value                           1,000,000 
     Common, no par value                            100,000,000
</TABLE>


<PAGE>

     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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<PAGE>


                                    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  following  definitions
shall apply:

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

         (ii) "expenses" include counsel fees, expert witness

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     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 judgment,  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 enterprise;

         (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 elimination 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  Corporation  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
Corporation  while  a  director  or  officer  of the  Corporation,  against  all
liabilities  and  reasonable  expenses  incurred in the  proceeding  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  determination
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  indemnification  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  indemnification  to
which any person may be entitled,  including indemnification 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 indemnification
by the  Corporation  to the  extent  such  person  is  indemnified  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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<PAGE>

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  jurisdiction,  the  invalidity  shall  not  affect  other
provisions or  applications  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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