<PAGE>
                                    EXHIBIT 3.1.1
                                          
   AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE REGISTRANT, 
                                FILED JUNE 17, 1998


                                 STATE OF DELAWARE
                          OFFICE OF THE SECRETARY OF STATE
                                          
               I, EDWARD J FREEL, SECRETARY OF STATE OF THE STATE OF 
          DELAWARE, DQ HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT 
            COPY OF THE CERTIFICATE OF AMENDMENT OF "ULTRATECH STEPPER,
         INC.", FILED IN THIS OFFICE ON THE SEVENTEENTH DAY OF JUNE, A.D. 
                              1998, AT 9 O'CLOCK, A.M.
                                          
                       [GREAT SEAL OF THE STATE OF DELAWARE]
                                          


                                                     /s/Edward J. Freel
[SEAL OF SECRETARY OFFICE]                  -----------------------------------
                                            EDWARD J. FREEL, SECRETARY OF STATE


2310125 8100                                        AUTHENTICATION:     9147894

981236690                                               DATE:          06-18-98

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                 CERTIFICATE OF AMENDMENT OF THE AMENDED AND
                  RESTATED CERTIFICATE OF INCORPORATION OF
                         ULTRATECH STEPPER, INC.

          
     Ultratech Stepper, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation") does hereby
certify:
     
     FIRST:    That the Board of Directors of the Corporation duly adopted a
resolution setting forth a proposed amendment to the Amended and Restated
Certificate of Incorporation of the Corporation and declaring said amendment
advisable and directing that said amendment be submitted to the stockholders of
said Corporation entitled to vote in respect thereof for their approval.  The
resolution setting forth said amendment is as follows:
     
          RESOLVED, that the Amended and Restated Certificate of Incorporation
of the Corporation be amended by changing Article IV thereof so that, as
amended, said provision shall be and read in its entirety as follows:
          
                              ARTICLE  IV
                                          
          This corporation is authorized to issue two classes of stock to be
designated common stock ("Common Stock") and preferred stock ("Preferred
Stock').  The number of shares of Common Stock authorized to be issued is Forty
Million (40,000,000), par value $0.001 per share, and the number of shares of
Preferred Stock authorized to be issued is Two Million (2,000,000), par value
$0.001 per share.
          
          The Preferred Stock may be issued from time to time in one or more 
series, without further stockholder approval.  The Board of Directors is 
hereby authorized, in the resolution or resolutions adopted by the Board of 
Directors providing for the issue of any wholly unissued series of Preferred 
Stock, within the limitations and restrictions stated in this  Amended and 
Restated Certificate of Incorporation, to fix or alter the divided rights, 
dividend rate, conversion rights, voting rights, rights and terms of 
redemption (including sinking fund provisions), the redemption price or 
prices, and the liquidation preferences of any wholly unissued series of 
Preferred Stock, and the number of shares constituting any such series and 
the designation thereof, or any of them, and to increase or decrease the 
number of shares of any series subsequent to the issue of shares of that 
series, but not below the number of shares 

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of such series then outstanding.  In case the number of shares of any series 
shall be so decreased, the shares constituting such decrease shall resume the 
status which they had prior to the adoption of the resolution originally 
fixing the number of shares of such series.
          
          SECOND:   That thereafter said amendment was duly adopted in 
accordance with the provisions of Section 242 of the General Corporation Law 
of the State of Delaware.      
          
          IN WITNESS WHEREOF, this Certificate of Amendment of the Amended 
and Restated Certificate of Incorporation has been signed by the President 
and the Secretary of the Corporation this 16th day of June, 1998.
          
          
          
                                  ULTRATECH STEPPER, INC.



                                  By: /s/Arthur W. Zafiropoulo
                                     ------------------------------------
                                       Arthur W. Zafiropoulo
                                       President

          


ATTEST:



By: /s/William G. Leunis, III
    -------------------------
     William G. Leunis, III
     Secretary