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                                                                     Exhibit 3.1

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION

                                       OF

                                  GENVEC, INC.

     The undersigned, Paul H. Fischer, President of GenVec, Inc., a corporation
organized and existing under the laws of the State of Delaware (the
"Corporation") does hereby certify as follows:

     1.      The name of the Corporation is GenVec, Inc.; the original
certificate of incorporation was filed on December 7, 1992 with the Secretary of
State of the State of Delaware.

     2.      This Amended and Restated Certificate of Incorporation, the
entirety of which is set forth below, has been duly adopted in accordance with
Sections 242 and 245 of the Delaware General Corporation Law and duly executed
and acknowledged by the officers of the Corporation in accordance with Section
103 of the Delaware General Corporation Law.

     3.      The Certificate of Incorporation of the Corporation is hereby
amended and restated in its entirety as follows:

                                    *  *  *

                                    ARTICLE I
                                      NAME

     The name of the Corporation is GENVEC, INC. (the "Corporation").

                                   ARTICLE II
             ADDRESS OF REGISTERED OFFICE; NAME OF REGISTERED AGENT

     The address of the Corporation's registered office in the State of Delaware
is 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware
19801. The name of its registered agent at such address is The Corporation Trust
Company.

                                   ARTICLE III
                              PURPOSE AND EXISTENCE

     The Corporation may engage in any lawful act or activity for which
corporations may be organized under the Delaware General Corporation Law. The
duration of the Corporation's existence shall be perpetual.

                                   ARTICLE IV
                                  CAPITAL STOCK

     Section 4.1.   TOTAL NUMBER OF SHARES OF CAPITAL STOCK. The total number of
shares of stock of all classes that the Corporation shall have authority to
issue is 65,000,000 shares of which 60,000,000 shall

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be designated as Common Stock, $.001 par value per share (the "Common Stock")
and 5,000,000 shares shall be designated as Preferred Stock, par value $.001 per
share (the "Preferred Stock").

     Section 4.2.   COMMON STOCK.

     (a)     Subject to the powers, rights and preferences of any other class of
stock provided by resolution or resolutions of the Board of Directors pursuant
to this Article IV or by the Delaware General Corporation Law, the holders of
the shares of the 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 holders of Common Stock shall not be entitled to any cumulative
voting rights with respect to the election of the Directors of the Corporation.

     (b)     Subject to the powers, rights and preferences of any other class of
stock, the holders of the Common Stock shall have the right (i) to receive
dividends when, as and if properly declared by the Board of Directors in its
sole discretion and (ii) to receive ratably all the assets of the Corporation
remaining after providing for the payment of the creditors of the Corporation
upon the liquidation, dissolution or winding up of the Corporation.

     Section 4.3.   PREFERRED STOCK.

     (a)     The shares of Preferred  Stock of the Corporation may be issued
from time to time in one or more  classes  or series  thereof,  the  shares
of each  class or series thereof to have such voting powers, full or limited,
or no voting powers, and such  designations,  preferences  and relative,
participating,  optional or other special rights, and qualifications,
limitations or restrictions  thereof, as are stated and expressed herein or
in the resolution or resolutions providing for the issue of such class or
series,  adopted  by the Board of  Directors  as hereinafter provided.

     (b)     Authority is hereby expressly granted to the Board of Directors of
the Corporation, subject to the provisions of this Article IV and to the
limitations prescribed by the Delaware General Corporation Law, to authorize the
issue of one or more classes, or series thereof, of Preferred Stock and with
respect to each such class or series to fix by resolution or resolutions
providing for the issue of such class or series the voting powers, full or
limited, if any, of the shares of such class or series and the designations,
preferences and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof. The authority of the Board
of Directors with respect to each class or series thereof shall include, but not
be limited to, the determination or fixing of the following:

             (i)    the designation of such class or series;

             (ii)   the number of shares to compose such class or series, which
                    number the Board of Directors may thereafter (except where
                    otherwise provided in a resolution designating a particular
                    class or series) increase (but not above the total number of
                    authorized shares of the class or series) or decrease (but
                    not below the number of shares thereof then outstanding);

             (iii)  the dividend rate of such class or series, the conditions
                    and dates upon which such dividends shall be payable, the
                    relation which such dividends shall bear to the dividends
                    payable on any other class or classes of stock or any other
                    series of any class of stock of the Corporation, and whether
                    such dividends shall be cumulative or noncumulative;

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             (iv)   whether the shares of such class or series shall be subject
                    to redemption by the Corporation and, if made subject to
                    such redemption, the times, prices and other terms and
                    conditions of such redemption;

             (v)    the terms and amount of any sinking fund provided for the
                    purchase or redemption of the shares of such class or
                    series;

             (vi)   whether or not the shares of such class or series shall be
                    convertible into or exchangeable for shares of any other
                    class or classes of any stock or any other series of any
                    class of stock of the Corporation, and, if provision is made
                    for conversion or exchange, the times, prices, rates,
                    adjustments, and other terms and conditions of such
                    conversion or exchange;

             (vii)  the extent, if any, to which the holders of shares of such
                    class or series shall be entitled to vote with respect to
                    the election of Directors or otherwise;

             (viii) the restrictions, if any, on the issue or reissue of any
                    additional series of Preferred Stock;

             (ix)   the rights of the holders of the shares of such class or
                    series upon the dissolution of, or upon the distribution of
                    assets of, the Corporation; and

             (x)    the manner in which any facts ascertainable outside the
                    resolution or resolutions providing for the issue of such
                    class or series shall operate upon the voting powers,
                    designations, preferences, rights and qualifications,
                    limitations or restrictions of such class or series.

                                    ARTICLE V
                               STOCKHOLDER ACTIONS

     Section 5.1.   WRITTEN CONSENT. Except as may be provided in a
resolution or resolutions providing for any class or series of Preferred Stock
pursuant to Article IV hereof, no action that is required or permitted to be
taken by the stockholders may be effected by written consent in lieu of a
meeting of stockholders.

     Section 5.2.   STOCKHOLDER MEETINGS. Meetings of stockholders may be
held within or without the State of Delaware, as the Bylaws may provide.

     Section 5.3.   SPECIAL STOCKHOLDER MEETINGS. Special Meetings of
stockholders of the Corporation may be called only by the President of the
Corporation or by the Board of Directors pursuant to a resolution adopted by a
majority of the members of the Board of Directors then in office.

     Section 5.4.   FORM OF BALLOT. Elections of Directors need not be by
written ballot unless the Bylaws of the Corporation so provide.

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                                   ARTICLE VI
                               BOARD OF DIRECTORS

     Section 6.1.   MANAGEMENT OF THE CORPORATION. The business and affairs of
the Corporation shall be managed by or under the direction of the Board of
Directors.

     Section 6.2.   MEETINGS OF THE BOARD. Meetings of the Board of
Directors may be held within or without the State of Delaware, as the Bylaws may
provide.

     Section 6.3.   NUMBER OF DIRECTORS. The number of Directors
constituting the Board of Directors shall be as specified in or determined
pursuant to the Bylaws of the Corporation.

     Section 6.4.   ELECTION AND TERM OF OFFICE OF DIRECTORS.

     The Board of Directors shall be divided into three classes, with each class
to be as nearly equal in number as reasonably possible, and with the initial
term of office of the first class of Directors to expire at the first annual
meeting of stockholders following the closing of such firm commitment
underwritten public offering, the initial term of office of the second class of
Directors to expire at the second annual meeting following such date and the
initial term of office of the third class of Directors to expire at the third
annual meeting following such date. At such annual meetings of stockholders and
all subsequent annual meetings of stockholders, Directors elected to succeed
those Directors whose terms have thereupon expired shall be elected for a term
of office to expire at the third succeeding annual meeting of stockholders after
their election, and upon the election and qualification of their successors. If
the number of Directors is changed, any increase or decrease shall be
apportioned among the classes so as to maintain or attain, if possible, the
number of Directors in each class as nearly equal as reasonably possible, but in
no case will a decrease in the number of Directors shorten the term of any
incumbent Director.

     Section 6.5.   VACANCIES. Any vacancies in the Board of Directors for
any reason and any newly created directorships resulting by reason of any
increase in the number of Directors may be filled only by the Board of
Directors, acting by a majority of the remaining Directors then in office,
although less than a quorum, or by a sole remaining Director, and any Directors
so appointed shall hold office until the next election of the class for which
such Directors have been chosen and until their successors are elected and
qualified.

     Section 6.6.   REMOVAL. Except as may be provided in a resolution or
resolutions providing for any class or series of Preferred Stock pursuant to
Article IV hereof with respect to any Directors elected by the holders of such
class or series, any Director, or the entire Board of Directors, may be removed
from office at any time, but only for cause by the affirmative vote of the
holders of at least 80% of the voting power of all of the shares of capital
stock of the Corporation then entitled to vote generally in the election of
Directors, voting together as a single class.

                                   ARTICLE VII
                                 INDEMNIFICATION

     Section 7.1.   RIGHT TO INDEMNIFICATION. Each person who was or is
made a party or is threatened to be made a party to or is otherwise involved in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact:

     (a)     that he or she is or was a director or officer of the Corporation,
or

     (b)     that he or she, being at the time a director or officer of the
Corporation, is or was serving at the request of the Corporation as a director,
trustee, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee

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benefit plan (collectively, "another enterprise" or "other enterprise"), whether
either in case (a) or in case (b) the basis of such proceeding is alleged action
or inaction (x) in an official capacity as a director or officer of the
Corporation, or as a director, trustee, officer, employee or agent of such other
enterprise, or (y) in any other capacity related to the Corporation or such
other enterprise while so serving as a director, trustee, officer, employee or
agent, shall be indemnified and held harmless by the Corporation to the fullest
extent not prohibited by Section 145 of the Delaware General Corporation Law (or
any successor provision or provisions) as the same exists or may hereafter be
amended (but, in the case of any such amendment, with respect to actions taken
prior to such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than permitted prior
thereto), against all expense, liability and loss (including, without
limitation, attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) incurred or suffered by such person in
connection therewith. The persons indemnified by this Article VII are
hereinafter referred to as "indemnitees." Such indemnification as to such
alleged action or inaction shall continue as to an indemnitee who has after such
alleged action or inaction ceased to be a director or officer of the
Corporation, or director, officer, employee or agent of another enterprise; and
shall inure to the benefit of the indemnitee's heirs, executors, administrators,
and personal or legal representatives, provided, however, that except for
proceedings to enforce rights to indemnification, the Corporation shall not be
obligated to indemnify any director of officer (or his or her heirs, executors,
administrators, or personal or legal representatives) in connection with a
proceeding (or part thereof) initiated by such person unless such proceeding (or
part thereof) was authorized or consented to by the Board of Directors. The
right to indemnification conferred in this Article VII: (i) shall be a contract
right; (ii) shall not be affected adversely as to any indemnitee by any
amendment of this Certificate with respect to any action or inaction occurring
prior to such amendment; and (iii) shall, subject to any requirements imposed by
law, this Article VII, or the Bylaws, include the right to have paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
its final disposition.

     Section 7.2.   AGENTS AND EMPLOYEES. The Corporation may, to the
extent authorized from time to time by the Board of Directors, grant rights to
indemnification, and to the advancement of expenses, to any employee or agent of
the Corporation (or any person serving at the Corporation's request as a
director, trustee, officer, employee or agent of another enterprise) or to
persons who are or were a director, officer, employee or agent of any of the
Corporation's affiliates, predecessor or subsidiary corporations or of a
constituent corporation absorbed by the Corporation in a consolidation or merger
or who is or was serving at the request of such affiliate, predecessor or
subsidiary corporation or of such constituent corporation as a director,
officer, employee or agent of another enterprise, in each case as determined by
the Board of Directors to the fullest extent of the provisions of this Article
VII in cases of the indemnification and advancement of expenses of directors and
officers of the Corporation, or to any lesser extent (or greater extent, if
permitted by law) determined by the Board of Directors.

     Section 7.3.   PARTIAL INDEMNIFICATION. If the indemnitee is entitled
under any provision of this Article VII to indemnification by the Corporation
for some or a portion of the expenses, liabilities, losses, judgments, fines,
penalties or ERISA excise taxes actually and reasonably incurred by him or her
in the investigation, defense, appeal or settlement of any proceeding but not,
however, for the total amount thereof, the Corporation shall nevertheless
indemnify the indemnitee for the portion of such expenses, liabilities, losses,
judgments, fines, penalties or ERISA excise taxes to which the indemnitee is
entitled.

     Section 7.4.   REPEAL OR MODIFICATION BY STOCKHOLDERS. Any repeal or
modification of this Article VII by the stockholders of the Corporation shall
not adversely affect any rights to indemnification and to the advancement of
expenses or other protection of a director, officer, employee or agent of the
Corporation existing at the time of such repeal or modification with respect to
any acts or omissions occurring prior to such repeal or modification.

     Section 7.5.   REPEAL OR MODIFICATION OF LAW. Any repeal or modification of
the laws of the State of Delaware, as now or hereafter in effect, shall not
adversely affect any rights to indemnification and to the advancement of
expenses or other protection of a director, officer, employee or agent of the
Corporation existing at the time of such repeal or modification with respect to
any acts or omissions occurring prior to such repeal or modification.

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     Section 7.6.   INSURANCE. The Corporation may maintain insurance, at its
expense, to protect itself and any director, trustee, officer, employee or agent
of the Corporation or another enterprise against any expense, liability or loss,
whether or not the Corporation would have the power to indemnify such person
against such expense, liability or loss under the Delaware General Corporation
Law.

     Section 7.7.   BINDING EFFECT; SUCCESSORS AND ASSIGNS. The indemnification
and advance of expenses provided by or granted pursuant to this Article VII
shall continue as to a person who has ceased to be a Director or officer, and
shall inure to the benefit of the heirs, executors and administrators of such
Director or officer.

     Section 7.8.   SEVERABILITY. In the event that any of the provisions of
this Article VII (including any provision within a single section, paragraph or
sentence) is held by a court of competent jurisdiction to be invalid, void or
otherwise unenforceable, the remaining provisions are severable and shall remain
enforceable to the full extent permitted by law.

     Section 7.9.   RELATIONSHIP TO OTHER RIGHTS AND PROVISIONS CONCERNING
INDEMNIFICATION. The rights to indemnification and to the advancement of
expenses conferred in this Article VII shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, this Amended
and Restated Certificate of Incorporation, By-laws, agreement, vote of
stockholders or disinterested directors or otherwise. The By-laws may contain
such other provisions concerning indemnification, including provisions
specifying reasonable procedures relating to and conditions to the receipt by
indemnitees of indemnification, provided that such provisions are not
inconsistent with the provisions of this Article VII.

                                  ARTICLE VIII
                      LIMITATION ON LIABILITY OF DIRECTORS

     As to any act or omission occurring after this provision becomes effective,
a Director of the Corporation shall, to the maximum extent permitted by the laws
of Delaware, have no personal liability to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director, provided that
this Article VIII shall not eliminate or reduce the liability of a director in
any case where such elimination or reduction is not permitted by law.

                                   ARTICLE IX
                            BOOKS OF THE CORPORATION

     The books of the Corporation may be kept (subject to any provision
contained in the statutes) outside the State of Delaware at such place or places
as may be designated from time to time by the Board of Directors or in the
Bylaws of the Corporation.

                                    ARTICLE X
                                   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 in a summary way of this
Corporation or of any creditor or stockholder thereof or 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, as that section may read from time
to time, or any successor provision, 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, as that section
may read from time to time, or any successor

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provision, order a meeting of the creditors or class of creditors, and/or of 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 and to any reorganization of
this Corporation as consequence of such 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 XI
                               AMENDMENT OF BYLAWS

     Section 11.1.  GENERAL RIGHT TO AMEND BYLAWS.

     Except as provided in Section 11.2 of this Article, the Bylaws of the
Corporation may be adopted, consistent with law and the provisions of this
Certificate of Incorporation (including any a resolution or resolutions
providing for any class or series of Preferred Stock pursuant to Article IV
hereof and which relate to such class or series of Preferred Stock) the terms of
any Preferred Stock pursuant to Article IV hereof), and once adopted, any Bylaw
may be altered or repealed by: (a) the affirmative vote of at least a majority
of the Board of Directors then in office or (b) the affirmative vote of at least
a majority of the voting power of all shares of capital stock of the Corporation
then entitled to vote generally in the election of Directors voting as a single
class.

     Section 11.2.  CERTAIN BYLAW AMENDMENTS.

     Any proposed amendment, alteration, change or repeal of, or any proposed
adoption of any Bylaw inconsistent with any of Sections 2.3, 2.9, 2.11, 3.2, or
3.3 or Article VIII of the Bylaws shall require the affirmative vote of at least
eighty percent (80%) of the voting power of all shares of capital stock of the
Corporation then entitled to vote generally in the election of Directors voting
as a single class

                                   ARTICLE XII
                    AMENDMENT OF CERTIFICATE OF INCORPORATION

     The Corporation hereby reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
are granted subject to this reservation. Except as may be provided in a
resolution or resolutions providing for any class or series of Preferred Stock
pursuant to Article IV hereof and which relate to such class or series of
Preferred Stock, any amendment, alteration, change or repeal of Articles V, VI,
XI, XII and XIII hereof shall require the affirmative vote of the holders of at
least 80% of the voting power of all of the shares of capital stock of the
Corporation then entitled to vote generally in the election of Directors, voting
together as a single class. Except as may be provided in a resolution or
resolutions providing for any class or series of Preferred Stock pursuant to
Article IV hereof and which relate to such class or series, any other amendment,
alteration, change or repeal of any other provision of this Amended and Restated
Certificate Incorporation shall require the affirmative vote of both (a) a
majority of the members of the Board of Directors then in office and (b) a
majority of the voting power of all of the shares of capital stock of the
Corporation entitled to vote generally in the election of Directors, voting
together as a single class.

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                                  ARTICLE XIII
                                  SEVERABILITY

     In the event that any of the provisions of this Certificate of
Incorporation (including any provision within a single section, paragraph or
sentence) is held by a court of competent jurisdiction to be invalid, void or
otherwise unenforceable, the remaining provisions are severable and shall remain
enforceable to the full extent permitted by law.

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                                    *   *   *

     I, THE UNDERSIGNED, being the duly elected President of the Corporation, do
on behalf of the Corporation make this Restated Certificate of Incorporation of
the Corporation, hereby declaring and certifying, under penalties of perjury,
that this is the act and deed of the Corporation and that the facts herein
stated are true, and accordingly have hereunto set my hand this 7th day of May,
2001.

                                          By:  /s/ Paul H. Fischer
                                             ----------------------------
                                               Paul H. Fischer
                                               President

ATTEST:

By:   /s/ Jeffrey W. Church
   ----------------------------
      Jeffrey W. Church
      Secretary

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