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                                                                  EXHIBIT 3.1


                                    RESTATED
                          CERTIFICATE OF INCORPORATION

                                       OF

                             BOX HILL SYSTEMS CORP.
               (UNDER SECTION 807 OF THE BUSINESS CORPORATION LAW)



                             HERRICK, FEINSTEIN LLP
                            2 PARK AVENUE, 21ST FLOOR
                            NEW YORK, NEW YORK 100 16
                             ATTN: DAVID LUBIN, ESQ.
                                 (212) 592-1400

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                                    RESTATED
                          CERTIFICATE OF INCORPORAT10N

                                       OF

                             BOX HILL SYSTEMS CORP.

               (Under Section 807 of the Business Corporation Law)
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         We, Philip Black and Mark Mays, being respectively Co-Chief Executive
Officer and Secretary of Box Hill Systems Corp., in accordance with Section 807
of the Business Corporation Law do hereby certify:

         FIRST:   The name of the corporation is Box Hill Systems Corp.

         SECOND:  The certificate of incorporation was filed by the Department
of State on April 5, 1988.

         THIRD:   The certificate of incorporation as now in full force and
effect is hereby amended to effect the following changes authorized by Section
801 of the Business Corporation Law: to change the name of the Corporation, to
provide that the board of directors of the Corporation be divided into three
classes and, to set the number of directors of each class and their respective
terms of office.

         The certificate of incorporation is hereby restated to set forth its
entire text as amended as follows.

         FIRST:   The name of the corporation is Dot Hill Systems Corp.,
hereinafter sometimes called the "Corporation".

         SECOND:           The purposes for which the Corporation is formed are
                           as follows:

                           To engage in any lawful act or activity for which
                           corporations may be organized under the business
                           corporation law, provided that the corporation is not
                           formed to engage in any act or activity which

                                      1.
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                           requires the act or approval of any state official,
                           department, board, agency or other body without
                           such approval or consent first being obtained.

                           To manufacture, make, buy sell, exchange, install,
                           repair, service, supply, exploit, develop, protect
                           and generally trade and deal in (as principal or
                           agent) products, processes and techniques of all
                           kinds pertaining or related to or connected with
                           electronics and related industries, including,
                           without limitation, equipment, parts and components
                           for radio, television and phonograph, products for
                           military electronics and industrial electronics,
                           transistors, rectifiers, diodes and other
                           semiconductors of every kind and description,
                           aircraft, missile and other airborne apparatus
                           surveillance systems, beaconry, radio transmitting,
                           receiving and relay equipment, microwave equipment,
                           telephone and telegraph terminal equipment, air
                           traffic control devices, telephone and telegraph
                           terminal equipment, air traffic control devices,
                           communications equipment, meteorological devices,
                           transducers and other acoustical devices, electronic
                           cleaning equipment, fixed and variable capacitors,
                           delay lines and pulse forming networks, television
                           tuners, deflection components, transformers, power
                           generators and other power supply and silicon
                           supplies and crystals, cast germanium, resistors,
                           computer components, thin films, intermetallics and
                           other advanced solid state techniques, and
                           electrophotographic processes.

                           To develop, experiment with, conduct research on,
                           connect, manufacture, produce, assemble, buy, rent or
                           otherwise acquire, hold, own, operate, use, install,
                           equip, replace, maintain, service, process,
                           reprocess, repair, remodel, recondition, import,
                           export, sell, lease, market, distribute, transport or
                           otherwise dispose of and generally to deal in and
                           with, as contractor, subcontractor, principal, agent,
                           commission merchant, broker, factor or any
                           combination of the foregoing and at wholesale or
                           retail or both, any and all kinds of computer
                           hardware and computer software and all allied
                           apparatus, systems, parts, supplies, tools,
                           implements, raw materials, natural products,

                                         2.
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                           manufactured articles and products, and goods, wares,
                           merchandise and tangible property of every kind, use
                           or capable of being used for any purpose whatever.

                           To engage in research and development, purchase,
                           sale, import, export, license, distribution,
                           manufacture, or rental of any product, machine,
                           apparatus, appliance merchandise and property of
                           every kind and description, ideas, systems and
                           procedures of any nature, including, without limiting
                           the generality of the foregoing, all types of
                           products which possess an internal intelligence for
                           recognizing and correlating any type of data or
                           information to be processed, pattern interpretation,
                           recognition and memory systems and equipment, optical
                           scanning, analog, and digital computers, components,
                           all types of electrical, mechanical,
                           electro-mechanical and electronic products and
                           systems such as for analysis of visible, radar, sonar
                           or other inputs, voice recognition and identification
                           of voice elements and magnetic storage and drums.

                           To acquire by purchase, subscription, underwriting or
                           otherwise, and to own, hold for investment, or
                           otherwise, and to use, sell, assign, transfer,
                           mortgage, pledge, exchange or otherwise dispose of
                           real and personal property of every sort and
                           description and wheresoever situated, including
                           shares of stock, bonds, debentures, notes, scrip,
                           securities, evidences of indebtedness, contracts or
                           obligations of any corporation or association,
                           whether domestic or foreign, or of any firm or
                           individual or of the United States or any state,
                           territory or dependency of the United States or
                           foreign country, or any municipality or local
                           authority within or without the United States, and
                           also to issue in exchange therefor, stocks, bonds, or
                           other securities or evidences of indebtedness of this
                           corporation and, while the owner or holder of any
                           such property, to receive, collect and dispose of the
                           interest, dividends and income on or from such
                           property and to possess and exercise in respect
                           thereto all of the rights, powers and privileges of
                           ownership, including all voting powers thereon.

                                     3.
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                           To construct, build, purchase, lease or otherwise
                           acquire, equip, hold, own, improve, develop, manage,
                           maintain, control, operate, lease, mortgage, create
                           liens upon, sell, convey or otherwise dispose of and
                           turn to account, any and all plants, machinery,
                           works, implements, and things or property, real and
                           personal, of every kind and description, incidental
                           to, connected with, or suitable, necessary or
                           convenient for any of the purposes enumerated herein,
                           including all or any part or parts of the properties,
                           assets, business and good will of any persons, firms,
                           associations or corporations.

                           The powers, rights and privileges provided in this
                           certificate are not to be deemed to be in limitation
                           of similar, other or additional powers, rights and
                           privileges granted or permitted to a corporation by
                           the Business Corporation Law, it being intended that
                           this corporation shall have all the rights, powers
                           and privileges granted or permitted to a corporation
                           by such statute.

         THIRD:   The office of the Corporation is to be located in the County
of New York, State of New York.

         FOURTH:  The aggregate number of shares of capital stock which the
Corporation shall have authority to issue is Forty Five Million (45,000,000),
which shall consist of (i) Forty Million (40,000,000) shares of common stock,
par value $.01 per share and (iii) Five Million (5,000,000) shares of preferred
stock, par value $.01 per share. The preferred stock shall have the
designations, rights and preferences as determined from time to time by the
Board of Directors.

                                  4.
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         FIFTH: The Secretary of State of the State is designated as the agent
of the Corporation upon whom process against it may be served. The post office
address to which the Secretary of State of the State of New York shall mail a
copy of any process against the Corporation served upon him is:

                             Dot Hill Systems Corp.
                                161 Sixth Avenue
                            New York, New York 10013

         SIXTH: The personal liability of directors to the corporation or its
shareholders for damages for any breach of duty in such capacity is hereby
eliminated except that such personal liability shall not be eliminated if a
judgment or other final adjudication adverse to such director establishes that
his acts or omissions were in bad faith or involved intentional misconduct or a
knowing violation of law or that he personally gained in fact a financial profit
or other advantage to which he was not legally entitled or that his acts
violated Section 719 of the Business Corporation Law.

         SEVENTH: The board of directors of the corporation shall consist of
three classes, and the directors of each class shall be designated Class I
Directors, Class II Directors and Class III Directors, respectively. The initial
term of the Class I Directors shall expire on the date of the next annual
meeting of shareholders following the filing of this certificate, the initial
term of the Class II Directors shall terminate on the date of the second annual
meeting of shareholders following the filing of this certificate and the initial
term of the Class III Directors shall expire on the date of the third annual
meeting of shareholders following the filing of this certificate. At each such
annual meeting, directors shall be elected for a full term of three years to
succeed those directors whose terms expire at such annual meeting.

         There shall initially be two (2) Class I Directors, three (3) Class II
Directors and three (3) Class III Directors.

                                 5.
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         The directors of the Corporation shall have the right to appoint
members of committees thereof by plurality vote of the entire board, in
accordance with the Corporation's by-laws.

         EIGHTH:  Any director may be removed for cause at any time by majority
vote of the additional directors. Vacancies so created, or created by the
resignation of any director, shall be filled by a majority vote of the remainder
of the board.

                                 6.
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         IN WITNESS WHEREOF, we have hereunto signed our names and affirm this
certificate as of August 2, 1999.

/s/ Philip Black                            /s/ Valerie Greenberg
-----------------------------------         -----------------------------------
Philip Black                                Valerie Greenberg
Co-Chief Executive Officer                  Assistant Secretary

                                   7.