ITEM 3(I)

                     RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                OPTELECOM, INC.
                          CURRENT AS OF MARCH 23, 1998

         Optelecom, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, does hereby
certify that:

         1. The name of the corporation is OPTELECOM, INC. The corporation was
originally incorporated under the name Optical Telecommunications Corporation by
filing its Certificate of Incorporation with the Secretary of State of Delaware
on November 29, 1973.

         2. The Board of Directors of the corporation, at a meeting duly
convened and held on March 2, 1992, adopted resolutions proposing and declaring
advisable and in the best interest of the corporation the following restatement
of and further amendment to the Certificate of Incorporation of the corporation,
as previously amended and supplemented, and recommended the adoption of such
restatement and further amendment to the stockholders of the corporation.

         3. Thereafter, at a meeting duly called and held in accordance with
Section 222 of the General Corporation Law of the State of Delaware, the
following restatement of and further amendment to the Certificate of
Incorporation of the corporation was duly adopted by the stockholders of the
corporation.

         4. This restatement of and further amendment to the Certificate of
Incorporation of the corporation has been duly adopted in accordance with
Sections 242 and 245 of the General Corporation Law of the State of Delaware.

         5. The text of the Certificate of Incorporation of Optelecom, Inc., as
previously amended and supplemented, is hereby restated and further amended to
read in full as follows:

         FIRST.  The name of the corporation (which is hereinafter referred to
as the "Corporation") is OPTELECOM, INC.

         SECOND. The address of the registered office of the Corporation in the
State of Delaware is 25 Greystone Manor Street, in the City of Lewes, County of
Sussex. The name of the Corporation's registered agent at such address is
Harvard Business Services, Inc.

         THIRD.  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.

         FOURTH.  The total number of shares of stock which the Corporation is
authorized to issue is five million (5,000,000) shares of Common Stock, $.03 par
value per share.

         Each three (3) shares of Common Stock of the Corporation, $0.01 par
value per share that was issued and outstanding immediately prior to the time of
the filing of this Restated Certificate of Incorporation ("Certificate") with
the Secretary of State of Delaware shall, upon the filing of this Certificate
with the Secretary of State of Delaware, thereby and thereupon automatically be
combined without any further action into one (1) validly issued, fully paid and

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nonassessable share of common stock of the corporation, $0.03 par value per
share. Further, every right, option and warrant to acquire three (3) shares of
common stock of the corporation, outstanding immediately prior to the time of
filing of this Certificate with the Secretary of State of Delaware, thereby and
thereupon automatically be converted without any further action into the right
to acquire one (1) share of common stock of the Corporation, upon the terms of
the right, option or warrant, except that the purchase price of the common
stock, upon exercising the right, option or warrant, shall be proportionately
increased. The Corporation shall not issue fractional shares with respect to the
combination or conversion. To the extent that a stockholder holds a number of
shares of common stock immediately prior to the filing of this Certificate that
is not evenly divisible by three (3), such stockholder shall receive a cash
payment from the Corporation. If the common stock is quoted on the National
Association of Security Dealers, Inc. Automated Quotation ("NASDAQ") System, the
cash payment from the Corporation will be determined by multiplying the fraction
of a share by the equivalent of the average of the closing bid prices for one
share of common stock for the ten business days immediately preceding the
effective date (the date of filing of this Certificate with the Secretary of
State of Delaware) for the reverse stock split for which transactions in the
common stock are reported, as reported by NASDAQ.

         FIFTH.  The Board of Directors is expressly authorized to make, alter
and repeal the By-laws of the Corporation.

         SIXTH. (a) The number of directors of the Corporation shall not be less
than three (3) nor more than nine (9), the exact number of directors to be
determined from time to time by resolution adopted by the affirmative vote of a
majority of the Whole Board of Directors. As used in this Article Sixth, the
terms "Whole Board" and "Whole Board of Directors" means the total number of
directors which the Corporation would have if there were no vacancies on the
Board of Directors.

         (b) The Board of Directors shall be divided into three classes, as
nearly equal in number as the then total number of directors constituting the
Whole Board permits, with the term of office of one class expiring each year. No
class of directors shall contain more than one director more than any other
class. Any vacancies in the Board of Directors for any reason, and any newly
created directorship resulting from any increase in the number of directors, may
be filled by the Board of Directors, acting by a majority of the directors then
in office, although less than a quorum, and any directors so chosen shall hold
office until the next election of the respective class for which such director
shall have been chosen and their successors shall be elected and qualified. No
decrease in the number of directors shall shorten the term of office of any
incumbent director. At each annual meeting of stockholders, the successors to
the class of directors whose terms shall then expire shall be elected to hold
office for a term expiring at the third succeeding annual meeting. Directors
shall hold office until expiration of their respective terms and thereafter
until their successors shall have been duly elected and have qualified.

         (c) Notwithstanding any other provisions of this Certificate of
Incorporation or the By-laws of the Corporation (and notwithstanding the fact
that some lesser percentage may be provided for by law, this Certificate of
Incorporation or the By-laws of the Corporation), any director or the entire
Board of Directors of the Corporation may be removed at any time but only for
cause and only by the affirmative vote of the holders of at least 66 2/3% of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors at a meeting of the stockholders called
for that purpose.

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         (d) Elections of directors need not be written ballot unless the
By-laws of the Corporation shall so provide.

         (e) Notwithstanding any other provision of this Certificate of
Incorporation or the By-laws of this Corporation (and notwithstanding the fact
that some lesser percentage may be provided for by law, this Certificate of
Incorporation or the By-laws of the Corporation), the affirmative vote of the
holders of at least 66 2/3% of the then issued and outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of directors
shall be required to amend, alter, change or repeal this Article Sixth of this
Certificate of Incorporation.

         SEVENTH.  (a)(1)  In addition to any affirmative vote required by law
or under any other provision of this Certificate of Incorporation, and except as
otherwise expressly provided in this Article Seventh:

         (A) any merger or consolidation of this Corporation or any Subsidiary
         (as hereinafter defined in paragraph (c)(8) of this Article Seventh)
         with or into (i) any Substantial Stockholder (as hereinafter defined in
         paragraph (c)(2) of this Article Seventh) or (ii) any other corporation
         (whether or not itself a Substantial Stockholder) which, after such
         merger or consolidation, would be an Affiliate (as hereinafter defined
         in paragraph (c)(7) of this Article Seventh) of a Substantial
         Stockholder, or

         (B) any sale, lease, exchange, mortgage, pledge, transfer or other
         disposition (in one transaction or a series of related transactions) to
         or with any Substantial Stockholder of any substantial part (as
         hereinafter defined in paragraph (c)(9) of this Article Seventh) of the
         assets of this Corporation or of any Subsidiary, or

         (C) the issuance or transfer by this Corporation or by any Subsidiary
         (in one transaction or a series of related transactions) of any equity
         securities (as hereinafter defined in paragraph (c)(11) of this Article
         Seventh) of this Corporation or any Subsidiary to any Substantial
         Stockholder in exchange for cash, securities or other property (or a
         combination thereof) having an aggregate fair market value of
         $2,000,000 or more, or

         (D) the adoption of any plan or proposal for the liquidation or
         dissolution of this Corporation if, as of the record date for the
         determination of stockholders entitled to notice thereof and to vote
         thereon, any person shall be a Substantial Stockholder, or

         (E) any reclassification of securities (including any reverse stock
         split) or recapitalization of this Corporation, or any reorganization,
         merger or consolidation of this Corporation with any of its
         Subsidiaries or any similar transaction (whether or not with or into or
         otherwise involving a Substantial Stockholder) which has the effect,
         directly or indirectly, of increasing the proportionate share of the
         outstanding securities of any class of equity securities of this
         Corporation or any Subsidiary which is directly or indirectly
         beneficially owned (as hereinafter defined in paragraph (c)(3) of this
         Article Seventh) by any Substantial Stockholder.

shall (except as otherwise expressly provided in this Certificate of
Incorporation) require the affirmative vote of the holders of then outstanding
Voting Shares (as hereinafter defined in paragraph (c)(10) of this Article
Seventh) entitled to cast at least 66 2/3% of the votes entitled to be cast by
the holders of all of the then outstanding Voting Shares; provided that such
affirmative vote must include the affirmative vote of the holders of Voting
Shares entitled to cast a majority of the votes entitled to be cast by the
holders of all then outstanding Voting

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Shares not beneficially owned by any Substantial Stockholder. Each such
affirmative vote shall be required notwithstanding the fact that no vote may be
required, or that some lesser percentage may be specified, by law or in any
agreement with any national securities exchange or otherwise.

         (a)(2) The term "business combination" as used in this Article Seventh
shall mean any transaction which is described in any one or more of clauses (A)
through (E) of paragraph (a)(1) of this Article Seventh.

         (b) The provisions of this Article Seventh shall not be applicable to
any business combination, the terms of which shall be approved, prior to the
date the Substantial Stockholder which is a party thereto or whose proportionate
share of the outstanding securities of any class of equity securities of this
corporation or any Subsidiary is increased by reason thereof, or, in the case of
a business combination described in clause (D) of paragraph (a)(1) of this
Article Seventh, prior to the date any Substantial Stockholder affected by such
business combination, became a Substantial Stockholder, by two-thirds of the
whole board (as hereinafter defined in paragraph (c)(6) of this Article
Seventh), but only if a majority of the members of the Board of Directors acting
upon such matter shall be continuing directors (as hereinafter defined in
paragraph (c)(5) of this Article Seventh).

         (c) For the purpose of this Article Seventh:

         (c)(1) A "person" shall mean any individual, firm, corporation or other
entity.

         (c)(2) "Substantial Stockholder" shall mean any person (other than this
Corporation or any Subsidiary) who or which, as of the record date for the
determination of stockholders entitled to notice of and to vote on any business
combination, or immediately prior to the consummation of any such business
combination (other than a business combination referred to in paragraph
(a)(1)(D) of this Article Seventh).

                  (A) is the beneficial owner (as hereinafter defined in
                  subparagraph (3) of this paragraph (c), directly or
                  indirectly, of more than 15% of the then outstanding Voting
                  Shares (determined as aforesaid), or

                  (B) is an Affiliate of this Corporation and at any time within
                  three years prior thereto was the beneficial owner, directly
                  or indirectly, of more than 15% of the then outstanding Voting
                  Shares (determined as aforesaid), or, (C) is an assignee of or
                  has otherwise succeeded to any shares of capital stock of this
                  Corporation which were at any time within three years prior
                  thereto beneficially owned by any Substantial Stockholder, and
                  such assignment or succession shall have occurred in the
                  course of a transaction or series of transactions not
                  involving a public offering within the meaning of the
                  Securities Act of 1933.

         (c)(3) "Beneficial ownership" shall be determined pursuant to Rule
13d-3 of the General Rules and Regulations under the Securities Exchange Act of
1934 (or any successor rule or statutory provision) or, if said Rule 13d-3 shall
be rescinded and there shall be no successor rule or statutory provision
thereto, pursuant to said Rule 13d-3 as in effect on January 1,

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1983; provided, however, that a person shall, in any event, also be deemed to be
the "beneficial owner" of any Voting Shares:

                  (A) which such person or any of its Affiliates or Associates
                  (as hereinafter defined in subparagraph (7) of this paragraph
                  (c)) beneficially own, directly or indirectly, or

                  (B) which such person or any of its Affiliates or Associates
                  has (i) the right to acquire (whether such right is
                  exercisable immediately or only after the passage of time),
                  pursuant to any agreement, arrangement or understanding (but
                  shall not be deemed to be the beneficial owner of any Voting
                  Shares solely by reason of an agreement, arrangement or
                  understanding with the Corporation to effect a business
                  combination ) or upon the exercise of conversion rights,
                  exchange rights, warrants, or options, or otherwise, or (ii)
                  sole or shared voting or investment power with respect thereto
                  pursuant to any agreement, arrangement, understanding,
                  relationship or otherwise (but solely by reason of a revocable
                  proxy granted for a particular meeting of stockholders,
                  pursuant to a public solicitation of proxies for such meeting,
                  with respect to shares of which neither such person nor any
                  such Affiliate or Associate is otherwise deemed the beneficial
                  owner), or

                  (C) which are beneficially owned, directly or indirectly, by
                  any other person with which such first mentioned person or any
                  of its Affiliates or Associates acts as a partnership, limited
                  partnership, syndicate or other group pursuant to any
                  agreement, arrangement or understanding for the purpose of
                  acquiring, holding, voting or disposing of any shares of
                  capital stock of this Corporation;

and provided further, however, that (i) no director or officer of this
Corporation, nor any Associate or Affiliate of any such director or officer,
shall, solely by reason of any or all of such directors and officers acting in
their capacities as such, be deemed, for any purposes hereof, to beneficially
own any Voting Shares beneficially owned by any other such director or officer
(or any Associate or Affiliate thereof), and (ii) no employee stock ownership or
similar plan of this Corporation or any Subsidiary nor any trustee with respect
thereto, nor any Associate or Affiliate of any such trustee, shall, solely by
reason of such capacity of such trustee, be deemed, for any purposes hereof, to
beneficially own any Voting Shares held under any such plan.

         (c)(4) For purposes of computing the percentage beneficial ownership of
Voting Shares of a person in order to determine whether such person is a
Substantial Stockholder, the outstanding Voting Shares shall include shares
deemed owned by such person through application of subparagraph (3) of this
paragraph (c) but shall not include any other Voting Shares which may be
issuable by this Corporation pursuant to any agreement, or upon the exercise of
conversion rights, warrants or options, or otherwise. For all other purposes,
the outstanding Voting Shares shall include only Voting Shares then outstanding
and shall not include any Voting Shares which may be issuable by this
Corporation pursuant to any agreement, or upon the exercise of conversion
rights, warrants or options, or otherwise.

         (c)(5) "Continuing director" shall mean a person who was a member of
the Board of Directors of this Corporation as of January 1, 1983 or thereafter
elected by the stockholders or appointed by the Board of Directors of this
Corporation prior to the date as of which the Substantial Stockholder (or
Substantial Stockholders) in question became a Substantial

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Stockholder (or Substantial Stockholders), or a person designated (before his
initial election or appointment as a director) as a continuing director by a
majority of the whole board, but only if a majority of the whole board shall
then consist of continuing directors, or, if a majority of the whole board shall
not then consist of continuing directors, by a majority of the then continuing
directors.

         (c)(6) "Whole board" shall mean the total number of directors which
this Corporation would have if there were no vacancies.

         (c)(7) An "Affiliate" of a specified person is a person that directly,
or indirectly through one or more intermediaries, controls, or is controlled by,
or is under common control with the person specified. The term "Associate" used
to indicate a relationship with any person shall mean (i) any corporation or
organization (other than this Corporation or a Subsidiary) of which such person
is an officer or partner or is, directly or indirectly, the beneficial owner of
10 percent or more of any class of equity securities, (ii) any trust or other
estate in which such person has a substantial beneficial interest or as to which
such person serves as trustee or in a similar fiduciary capacity, and (iii) any
relative or spouse of such person, or any relative of such spouse, who has the
same home as such person, or is an officer or director of any corporation
controlling or controlled by such person.

         (c)(8) "Subsidiary" shall mean any corporation of which a majority of
any class of equity security is owned, directly or indirectly, by this
Corporation; provided, however, that for the purposes of the definition of
Substantial Stockholder set forth in subparagraph (2) of this paragraph (c), the
term "Subsidiary" shall mean only a corporation of which a majority of each
class of equity security is owned, directly or indirectly, by this Corporation.

         (c)(9) "Substantial part" shall mean assets having a book value
(determined in accordance with generally accepted accounting principles) in
excess of 10% of the book value (determined in accordance with generally
accepted accounting principles) of the total consolidated assets of this
Corporation, at the end of its most recent fiscal year ending prior to the time
the determination is made.

         (c)(10) "Voting Shares" shall mean any shares of capital stock of this
Corporation entitled to vote generally in the election of directors.

         (c)(11) "Equity security" shall have the meaning given to such term
under Rule 3a11-1 of the General Rules and Regulations under the Securities
Exchange Act of 1934, as in effect on January 1, 1983.

         (d) A majority of the whole board shall have the power to determine,
but only if a majority of the whole board shall then consist of continuing
directors, or, if a majority of the whole board shall not then consist of
continuing directors, a majority of the then continuing directors shall have the
power to determine, for the purposes of this Article Seventh, on the basis of
information known to them, (i) the number of Voting Shares beneficially owned by
any person, (ii) whether a person is an Affiliate or Associate of another, (iii)
whether a person has an agreement, arrangement or understanding with another as
to any matter referred to in subparagraph (3) (C) of paragraph (c) of this
Article Seventh, (iv) whether the assets subject to any business combination
constitute a substantial part of the assets of the corporation in question,
and/or (v) any other factual matter relating to the applicability or effect of
this Article Seventh.

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         (e) A majority of the whole board shall have the right to demand, but
only if a majority of the whole board shall then consist of continuing
directors, or, if a majority of the whole board shall not then consist of
continuing directors, a majority of the then continuing directors shall have the
right to demand, that any person who it is reasonably believed is a Substantial
Stockholder (or holds of record Voting Shares beneficially owned by any
Substantial Stockholder) supply this Corporation with complete information as to
(i) the record owner(s) of all shares beneficially owned by such person who it
is reasonably believed is a Substantial Stockholder, (ii) the number, of and
class or series of, shares beneficially owned by such person who it is
reasonably believed is a Substantial Stockholder and held of record by each such
record owner and the number(s) of the stock certificate(s) evidencing such
shares, and (iii) any other factual matter relating to the applicability or
effect of this Article Seventh, as may be reasonably requested of such person,
and such person shall furnish such information within 10 days after receipt of
such demand.

         (f) Any determination made by the Board of Directors, or by the
continuing directors, as the case may be, pursuant to this Article Seventh in
good faith and on the basis of such information and assistance as was then
reasonably available for such purpose shall be conclusive and binding upon this
Corporation and its stockholders, including any Substantial Stockholder.

         (g) Any amendment, alteration, change or repeal of this Article Seventh
shall, in addition to any other vote or approval required by law or by this
Certificate of Incorporation, require the affirmative vote of the holders of
then outstanding Voting Shares entitled to cast at least 66 2/3% of the votes
entitled to be cast by the holders of then outstanding Voting Shares (and such
affirmative vote must include the affirmative vote of the holders of Voting
Shares entitled to cast a majority of the votes entitled to be cast by the
holders of all Voting Shares not beneficially owned and any Substantial
Stockholder); provided, however, that this paragraph (g) shall not apply to, and
such 66 2/3% vote (and such further majority vote) shall not be required for,
any amendment, alteration, change or repeal declared advisable by the Board of
Directors by the affirmative vote of two-thirds of the whole board and submitted
to the stockholders for their consideration, but only if a majority of the
members of the Board of Directors acting upon such matter shall be continuing
directors.

         (h) Nothing contained in this Article Seventh shall be construed to
relieve any Substantial Stockholder from any fiduciary obligation imposed by
law.

         (i) In the event any paragraph (or portion thereof) of this Article
Seventh shall be found to be invalid, prohibited or unenforceable for any
reason, the remaining provisions (or portions thereof) of this Article Seventh
shall be deemed to remain in full force and effect, and shall be construed as if
such invalid, prohibited or enforceable provision had been stricken herefrom or
otherwise rendered inapplicable, it being the intent of this Corporation and its
stockholders that each such remaining provision (or portion thereof) of this
Article Seventh remain, to the fullest extent permitted by law, applicable and
enforceable as to all stockholders, including Substantial Stockholders,
notwithstanding any such finding.

         EIGHTH. Except as provided below, a director shall have no personal
liability to the Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director; however, the foregoing provision shall not
limit the liability of a director (i) for any breach of the 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 Corporation Law, (iv) for any
transaction from

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which the director derived an improper personal benefit, or (v) for any act or
omission occurring prior to the date when this Article Eighth becomes effective.

         NINTH. The Corporation reserves the right at any time and from time to
time to amend, alter, change or repeal any provision contained in this Restated
Certificate of Incorporation in the manner now or hereafter prescribed by law;
and all rights, preferences and privileges of whatsoever nature conferred upon
stockholders, directors or any other persons whomsoever by and pursuant to this
Restated Certificate of Incorporation in its present form or as hereafter
amended are granted subject to the right reserved in this Article Ninth.

IN WITNESS WHEREOF, Optelecom, Inc. has caused this Restated Certificate of
Incorporation to be executed by _____________________, its ____________________,
and attested by __________________, its ______________________, this __________
day of _____________, 1992.


                                            OPTELECOM, INC.

                                            By:
                                                _______________________________
                                                     President

(Seal)

Attest:
        __________________________________
         Assistant Secretary

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