EXHIBIT 3.1

                                   RESTATED

                        CERTIFICATE OF INCORPORATION

                                      OF

                      INTEGRATED SENSOR SOLUTIONS, INC.

     (Pursuant to Section 245 of the General Corporation Law of the State of 
      Delaware)

     INTEGRATED SENSOR SOLUTIONS, INC., a corporation organized and existing 
     under the laws of the State of Delaware, hereby certifies as follows:

     1.    The name of the corporation is Integrated Sensor Solutions, Inc. 

     2.    The original name of the corporation was Integrated Sensor 
Solutions Delaware Corporation.

     3.    The date of filing of its original Certificate of Incorporation 
with the Secretary of State of the State of Delaware was July 18, 1997.  

     4.    This Restated Certificate of Incorporation was duly adopted by 
the Board of Directors by unanimous written consent in accordance with the 
provisions of Section 245 of the Delaware General Corporation Law.  This 
Restated Certificate of Incorporation only restates and integrates and does 
not further amend the provisions of the corporation's certificate of 
incorporation as heretofore amended, and there is no discrepancy between 
those provisions and the provisions of this Restated Certificate.  

     5.    This Restated Certificate of Incorporation restates and 
integrates the Certificate of Incorporation of this corporation as herein 
set forth in full:

     FIRST:   The name of the corporation is Integrated Sensor Solutions,
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              Inc. (hereinafter sometimes referred to as the "Corporation").

     SECOND:  The address of the registered office of the Corporation in the 
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              State of Delaware is Incorporating Services, Ltd., 15 East 
              North Street, in the City of Dover, County of Kent.  The name 
              of the registered agent at that address is Incorporating 
              Services, Ltd.

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


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     FOURTH:  
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                                    STOCK
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              The Corporation is authorized to issue two classes of stock to
              be designated, respectively, "Preferred Stock" and "Common 
              Stock."  The total number of shares of Preferred Stock the 
              Corporation shall have authority to issue is 7,000,000, $0.001 
              par value per share, and the total number of shares of Common 
              Stock the Corporation shall have authority to issue is 
              50,000,000, $0.001 par value per share.  The shares of 
              Preferred Stock shall initially be undesignated as to series. 

              The Board of Directors is authorized to determine or alter the 
              rights, preferences, privileges and restrictions granted to or 
              imposed upon a wholly unissued series of Preferred Stock, and 
              within the limitations or restrictions stated in any 
              resolution or resolutions of the Board of Directors originally 
              fixing the number of shares constituting any series, to 
              increase or decrease (but not below the number of shares of 
              any such series then outstanding) the number of shares of any 
              such series subsequent to the issue of shares of that series, 
              to determine the designation of any series, and to fix the 
              number of shares of any series.  

     FIFTH:   The following provisions are inserted for the management of 
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              the business and the conduct of the affairs of the 
              Corporation, and for further definition, limitation and 
              regulation of the powers of the Corporation and of its 
              directors and stockholders:

        A.    The business and affairs of the Corporation shall be managed
              by or under the direction of the Board of Directors.  In 
              addition to the powers and authority expressly conferred upon 
              them by statute or by this Certificate of Incorporation or the 
              Bylaws of the Corporation, the directors are hereby empowered 
              to exercise all such powers and do all such acts and things as 
              may be exercised or done by the Corporation.

        B.    The directors of the Corporation need not be elected by 
              written ballot unless the Bylaws so provide.

        C.    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 stockholders of the 
              Corporation and may not be effected by any consent in writing
              by such stockholders.  

        D.    Special meetings of stockholders of the Corporation may be 
              called only (1) by the Board of Directors pursuant to a 
              resolution adopted by a majority of the total number of 
              authorized directors (whether or not there exist any vacancies 
              in previously authorized directorships at the time any such 
              resolution is presented to the Board for adoption) or (2) by 
              the holders of not less than ten percent (10%) of all of the 
              shares entitled to cast votes at the meeting.


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     SIXTH:
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        A.    The number of directors shall initially be set at seven (7) 
              and, thereafter, shall be fixed from time to time exclusively 
              by the Board of Directors pursuant to a resolution adopted by 
              a majority of the total number of authorized directors 
              (whether or not there exist any vacancies in previously 
              authorized directorships at the time any such resolution is 
              presented to the Board for adoption).  The directors shall be 
              divided into three classes with the term of office of the 
              first class (Class I) to expire at the 1998 annual meeting of 
              the stockholders; the term of office of the second class 
              (Class II) to expire at the 1999 annual meeting of 
              stockholders; the term of office of the third class (Class 
              III) to expire at the annual meeting of stockholders to be 
              held in the year 2000; and thereafter for each such term to 
              expire at each third succeeding annual meeting of stockholders 
              after such election.  Subject to the rights of the holders of 
              any series of Preferred Stock then outstanding, a vacancy 
              resulting from the removal of a director by the stockholders 
              as provided in Article SIXTH, Section C below may be filled at 
              a special meeting of the stockholders held for that purpose.  
              All directors shall hold office until the expiration of the 
              term for which elected, and until their respective successors 
              are elected, except in the case of the death, resignation, or 
              removal of any director.

        B.    Subject to the rights of the holders of any series of 
              Preferred Stock then outstanding, newly created directorships 
              resulting from any increase in the authorized number of 
              directors or any vacancies in the Board of Directors resulting 
              from death, resignation or other cause (other than removal 
              from office by a vote of the stockholders) may be filled only 
              by a majority vote of the directors then in office, though 
              less than a quorum, and directors so chosen shall hold office 
              for a term expiring at the next annual meeting of stockholders 
              at which the term of office of the class to which they have 
              been elected expires, and until their respective successors 
              are elected, except in the case of the death, resignation, or 
              removal of any director.  No decrease in the number of 
              directors constituting the Board of Directors shall shorten 
              the term of any incumbent director.

        C.    Subject to the rights of the holders of any series of 
              Preferred Stock then outstanding, any directors, or the entire 
              Board of Directors, may be removed from office at any time, 
              with or without cause, but only by the affirmative vote of the 
              holders of at least a majority of the voting power of all of 
              the then outstanding shares of capital stock of the 
              Corporation entitled to vote generally in the election of 
              directors, voting together as a 

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              single class.  Vacancies in the Board of Directors resulting 
              from such removal may be filled by a majority of the directors 
              then in office, though less than a quorum, or by the 
              stockholders as provided in Article SIXTH, Section A above.  
              Directors so chosen shall hold office for a term expiring at 
              the next annual meeting of stockholders at which the term of 
              office of the class to which they have been elected expires, 
              and until their respective successors are elected, except in 
              the case of the death, resignation, or removal of any 
              director.

     SEVENTH: The Board of Directors is expressly empowered to adopt, amend
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              or repeal Bylaws of the Corporation.  Any adoption, amendment 
              or repeal of Bylaws of the Corporation by the Board of 
              Directors shall require the approval of a majority of the 
              total number of authorized directors (whether or not there 
              exist any vacancies in previously authorized directorships at 
              the time any resolution providing for adoption, amendment or 
              repeal is presented to the Board).  The stockholders shall 
              also have power to adopt, amend or repeal the Bylaws of the 
              Corporation.  Any adoption, amendment or repeal of Bylaws of 
              the Corporation by the stockholders shall require, in addition 
              to any vote of the holders of any class or series of stock of 
              the Corporation required by law or by this Certificate of 
              Incorporation, the affirmative vote of the holders of at least 
              sixty-six and two-thirds percent (66-2/3%) of the voting power 
              of all of the then outstanding shares of the capital stock of 
              the Corporation entitled to vote generally in the election of 
              directors, voting together as a single class.

     EIGHTH:  A director of the Corporation shall not be personally liable 
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              to the Corporation or its stockholders for monetary damages 
              for breach of fiduciary duty as a director, except for 
              liability (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 involved intentional 
              misconduct or a knowing violation of law, (iii) under Section 
              174 of the Delaware General Corporation Law, or (iv) for any 
              transaction from which the director derived an improper 
              personal benefit.

              If the Delaware General Corporation Law is hereafter amended 
              to authorize the further elimination or limitation of the 
              liability of a director, then the liability of a director of 
              the Corporation shall be eliminated or limited to the fullest 
              extent permitted by the Delaware General Corporation Law, as 
              so amended.

              Any repeal or modification of the foregoing provisions of this 
              Article EIGHTH by the stockholders of the Corporation shall 
              not adversely affect any right or protection of a director of 
              the Corporation existing at the time of such repeal or 
              modification.

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     NINTH:     The Corporation reserves the right to amend or repeal any 
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              provision contained in this Certificate of Incorporation in 
              the manner prescribed by the laws of the State of Delaware and 
              all rights conferred upon stockholders are granted subject to 
              this reservation; provided, however, that, notwithstanding any 
              other provision of this Certificate of Incorporation or any 
              provision of law which might otherwise permit a lesser vote or 
              no vote, but in addition to any vote of the holders of any 
              class or series of the stock of this Corporation required by 
              law or by this Certificate of Incorporation, the affirmative 
              vote of the holders of at least 66-2/3% of the voting power of 
              all of the then outstanding shares of the capital stock of the 
              Corporation entitled to vote generally in the election of 
              directors, voting together as a single class, shall be 
              required to amend or repeal this Article NINTH, Article FIFTH, 
              Article SIXTH, Article SEVENTH or Article EIGHTH.

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     IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been 
executed on behalf of the Corporation by its President and Chief Executive 
Officer and attested by David Satterfield, its Secretary, this 26th day of 
October, 1998.


                                     INTEGRATED SENSOR SOLUTIONS, INC.




                                     By: /s/ MANHER D. NAIK
                                        ------------------------------
                                         Manher D. Naik, President and
                                         Chief Executive Officer


Attest:


By: /s/ DAVID SATTERFIELD
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    David Satterfield, Secretary




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