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                                                                     Exhibit 3.1



                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                          STRATUS SERVICES GROUP, INC.



                        UNDER SECTIONS 245 AND 242 OF THE

                        DELAWARE GENERAL CORPORATION LAW


      THE UNDERSIGNED, JOSEPH J. RAYMOND AND J. TODD RAYMOND, HEREBY CERTIFY
THAT:
      1.    They are the duly elected and acting President and Secretary,
            respectively, of Stratus Services Group, Inc., a Delaware
            corporation.

      2.    The Certificate of Incorporation of this corporation was originally
            filed with the Secretary of State of Delaware on March 11, 1997.

      3.    At a Special Meeting of the Board of Directors held on September 3,
            1999, resolutions approving and adopting this Amended and Restated
            Certificate of Incorporation (the "Certificate") were duly adopted
            and declared to be effective.

      4.    The holders of a majority of the issued and outstanding shares of
            capital stock of the Corporation required to approve and adopt this
            Certificate approved this Certificate by written consent in
            accordance with Section 228 of the Delaware General Corporation Law
            and written notice of the approval and adoption of this Certificate
            has been given pursuant thereto.

      5.    The Certificate of Incorporation of this corporation shall be
            amended and restated to read in full as follows:


                                    ARTICLE I
                                CORPORATION NAME

      The name of the corporation is Stratus Services Group, Inc. (the
"Corporation").


                                   ARTICLE II
                           ADDRESS OF REGISTERED AGENT

      The address of the Corporation's registered office in the State of
Delaware is 1013 Centre Road Wilmington, New Castle County. The name of its
registered agent at such address is Corporation Service Company.


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                                   ARTICLE III
                           PURPOSE OF THE CORPORATION

      The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware.


                                   ARTICLE IV
                                  CAPITAL STOCK

      SECTION 4.1     TOTAL NUMBER OF SHARES OF STOCK. The total number of
shares of all classes of stock which the Corporation has authority to issue is
thirty million (30,000,000) consisting of twenty-five million (25,000,000)
shares of Common Stock, $.01 par value per share (the "Common Stock"), and five
million (5,000,000) shares of Preferred Stock, $.01 par value per share (the
"Preferred Stock").

      SECTION 4.2     COMMON STOCK.

      (a)   The holders of shares of Common Stock shall be entitled to one vote
for each share so held with respect to all matters voted on by the stockholders
of the Corporation. The shares of Common Stock do not have cumulative voting
rights.

      (b)   Subject to any prior or superior right of the Preferred Stock, upon
any voluntary or involuntary liquidation, dissolution or winding up of the
affairs of the Corporation, after payment shall have been made to the holders of
the Preferred Stock of the full amount to which they are entitled, the holders
of Common Stock shall be entitled to receive that portion of the remaining funds
to be distributed. Such funds shall be paid to the holders of Common Stock on
the basis of the number of shares of Common Stock held by each of them.

      (c)   Dividends may be paid on the Common Stock as and when declared by
the Board of Directors.

      SECTION 4.3     PREFERRED STOCK.

      (a)   The Preferred Stock may from time to time be divided into and issued
in series. The different series of Preferred Stock shall be established and
designated, and the variations in the relative rights and preferences as between
the different series shall be fixed and determined, by the Board of Directors as
hereinafter provided. In all other respects all shares of Preferred Stock shall
be identical.

      (b)   The Board of Directors is hereby expressly authorized, subject to
the provisions hereof, to establish series of Preferred Stock and to fix and
determine by vote providing for the issuance of such series, which shall have
the rights and preferences designated by the Board of Directors, including, but
no limited to, any of the following:

            (i)       the distinctive designation of such series and the number
of shares which shall constitute such series, which number may be increased
(except where otherwise provided by the Board of Directors in creating such
series) or decreased (but not below the number of shares then outstanding) from
time to time by the Board of Directors;

            (ii)      the dividend rate or rates and preferences, if any, to
which the shares of such series shall be entitled, the times at and conditions
upon which dividends shall be paid, any limitations, restrictions or conditions
on the payment of dividends, and whether dividends shall be cumulative and, if
cumulative, the terms upon and dates from which such dividends shall be
cumulative, which dates may differ for shares of any one series issued at
different times;


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            (iii)     whether or not the shares of such series shall be
redeemable, and, if redeemable, the redemption prices which the shares of such
series shall be entitled to receive and the terms and manner of redemption;

            (iv)      the preferences, if any, and the amounts which the shares
of such series shall be entitled to receive and all other special or relative
rights of the shares of such series, upon any voluntary or involuntary
liquidation, dissolution or winding up of, or upon any distribution of the
assets of, the Corporation;

            (v)       the obligation, if any, of the Corporation to maintain a
purchase, retirement or sinking fund for shares of such series and the
provisions with respect thereto;

            (vi)      the term, if any, upon which the shares of such series
shall be convertible into, or exchangeable for, shares of any other class or
classes or of any other series of the same or any other class or classes of
stock of the Corporation, including the price or prices or the rate of
conversion or exchange and the terms of adjustments, if any;

            (vii)     the terms and conditions of the voting rights, if any, of
the holders of the shares of such series, including the conditions under which
the shares of such series shall vote as a separate class; and

            (viii)    such other designating preferences, powers, qualifications
and special or relative rights or privileges of such series to the full extent
now or hereafter permitted by the laws of the State of Delaware.



                                   ARTICLE V
                STOCKHOLDER ACTIONS AND MEETINGS OF STOCKHOLDERS

      Except as may be provided in a resolution or resolutions providing for any
class or series of Preferred Stock pursuant to Article IV hereof, any action
required or permitted to be taken by the stockholders of the Corporation must be
effected at a duly called annual or special meeting of such holders and may not
be effected by any consent in writing by such holders. Special meetings of
stockholders of the Corporation may be called only by the Board of Directors
pursuant to a resolution adopted by a majority of the members of the Board of
Directors then in office or by the Chief Executive Officer of the Corporation.
Elections of directors need not be by written ballot, unless otherwise provided
in the Bylaws.


                                   ARTICLE VI
                              AMENDMENTS TO BY-LAWS

      The Board of Directors shall have the power to adopt, amend or repeal the
By-laws.


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                                  ARTICLE VII
                                   COMPROMISE

      Whenever a compromise or arrangement is proposed between this Corporation
and its creditors or any class of them and/or between this Corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application of any receiver or receivers
appointed for this Corporation under the provisions of section 291 of Title 8 of
the Delaware Code or on the application of trustees in dissolution or of any
receiver or receivers appointed for this Corporation under the provisions of
section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or
class of creditors, and/or the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, agree to any compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.


                                  ARTICLE VIII
                      LIMITATION ON LIABILITY OF DIRECTORS

      No director of this Corporation shall be personally liable to the
Corporation or any of its stockholders for monetary damages for breach of a
fiduciary duty as a director, except for liability (i) for any breach of a
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under section 174 of the Delaware General
Corporation Law as the same exists or hereafter may be amended, or (iv) for any
transaction from which the director derived an improper benefit. If the Delaware
General Corporation Law hereafter is amended to authorize the further
elimination or limitation of the liability of directors, then liability of a
director of the Corporation, in addition to limitation on personal liability
provided herein, shall be limited to the fullest extent permitted by the amended
Delaware General Corporation Law. Any repeal or modification of this paragraph
by the stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of directors of the
Corporation existing at the time of such repeal or modification.


                                   ARTICLE IX
                                 INDEMNIFICATION

      The Corporation shall to the fullest extent permitted by section 145 of
the Delaware General Corporation Law, as the same may be amended or
supplemented, or by any successor thereto, indemnify and reimburse any and all
persons whom it shall have the power to indemnify under said section from and
against any and all of the expenses, liabilities or other matters referred to
in, or covered by said section. Notwithstanding the foregoing, the
indemnification provided for in this Article IX shall not be deemed exclusive of
any other rights to which those entitled to receive indemnification or
reimbursement hereunder may be entitled under any By-law of the Corporation,
agreement, vote of stockholders or disinterested directors or otherwise.


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                                   ARTICLE X
                              RESERVATION OF RIGHTS

      The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now
other hereafter provided by statute, and all rights conferred upon stockholders
herein or granted subject to this reservation.

      The foregoing Amended and Restated Certificate of Incorporation has been
duly adopted by this Corporation's Board of Directors and stockholders in
accordance with the applicable provisions of sections 242 and 245 of the General
Corporation Law of the State of Delaware.

                                                  /s/ Joseph J. Raymond
                                                --------------------------------
                                                Joseph J. Raymond, President

                                                  /s/ J. Todd Raymond
                                                --------------------------------
                                                J. Todd Raymond, Secretary


Executed at Manalapan, New Jersey
on March 31, 2000






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