Exhibit 3.1

                      Restated Certificate of Incorporation
                                       of
                             AFP Imaging Corporation

                Under Section 807 of the Business Corporation Law

FIRST:          The name of the corporation is AFP Imaging Corporation.
                The name under which the corporation
                was formed is Automatic Film Processor Corporation.

SECOND:  The certificate of incorporation of the corporation was filed with
         the Department of State on September  20, 1978.

THIRD:          The text of the certificate of incorporation of the
                corporation is hereby restated, without
                further amendment or change, to read as follows:

                "FIRST:        The name of the corporation is AFP
                               Imaging Corporation.

                SECOND:        The purposes for which the corporation is
                               formed are:

                               (a)    To manufacture, distribute, buy, sell,
                                      lease, export, import, and deal in image
                                      processing equipment of every kind and
                                      description and all equipment related
                                      thereto; to equip, erect, install,
                                      operate, use, and hire the same;
                               (b)    To engage in any business, related or
                                      unrelated to those described in
                                      clause (a) of this Article Second from
                                      time to time authorized or approved
                                      by the Board of Directors of this
                                      corporation or carry on any other trade
                                      or business which can, in the opinion
                                      of the Board of Directors of the
                                      company, be advantageously carried on
                                      in connection with or auxiliary to
                                      those described in clause (a) of this
                                      Article Second, and to do all such
                                      things as are incidental or conducive
                                      to the attainment of the above
                                      objects or any of them;
                               (c)    To enter into any lawful arrangements for
                                      sharing profits and losses in any
                                      transaction or transactions, and to
                                      promote and organize other corporations;
                               (d)    To have and to exercise all rights and
                                      powers that are now or may hereafter be
                                      granted to a corporation by law.

                               The foregoing shall be construed as objects,
                               purposes, and powers, and the enumeration thereof
                               shall not be held to limit or restrict in any
                               manner the powers now or hereafter conferred on
                               this corporation by the laws of the State of New
                               York. The objects, purposes, and powers specified
                               herein shall, except as otherwise expressed, be
                               in no way limited or restricted by reference to
                               or inference from the terms of any other clause
                               or paragraph of these articles. The objects,
                               purposes, and powers specified in each of the
                               clauses or paragraphs of this certificate of
                               incorporation shall be regarded as independent
                               objects, purposes, or powers.

                               The corporation may in its bylaws confer powers,
                               not in conflict with law, upon its directors in
                               addition to the foregoing and in addition to the
                               powers and authorities expressly conferred upon
                               them by statute.

                THIRD:The      office of the corporation within the State of New
                               York is to be located in the Village of Elmsford,
                               County of Westchester.

                FOURTH:        The total number of shares which the Corporation
                               shall have authority to issue is Thirty Five
                               Million (35,000,000), of which Five Million
                               (5,000,000) shares, of the par value of one cent
                               ($.01) each, are to be of a class designated
                               Preferred Shares and Thirty Million (30,000,000)
                               shares, of the par value of one cent ($.01) each,
                               are to be of a class designated Common Shares.

                                       14
<PAGE>

                               The Preferred Shares may be issued from time to
                               time in one or more series of any number of
                               shares provided that the aggregate number of
                               shares issued and not cancelled of any and all
                               such series shall not exceed the total number of
                               Preferred Shares herein above authorized, and
                               with distinctive serial designations, all as
                               shall hereafter be stated and expressed in the
                               resolution or resolutions providing for the issue
                               of such Preferred Shares from time to time
                               adopted by the Board of Directors pursuant to
                               authority so to do which is hereby vested in the
                               Board of Directors. Each series of Preferred
                               Shares (a) may have such voting powers, full or
                               limited, or may be without voting powers; (b) may
                               be subject to redemption at such time or times
                               and at such prices; (c) may be entitled to
                               receive dividends (which may be cumulative or
                               non-cumulative) at such rate or rates, on such
                               conditions, and at such times, and payable in
                               preference to, or in such relation to, the
                               dividends payable on any other class or classes
                               or series of shares; (d) may have such rights
                               upon the dissolution of, or upon any distribution
                               of the assets of, the Corporation; (e) may be
                               made convertible into, or exchangeable for,
                               shares of any other class or classes or of any
                               other series of the same or any other class or
                               classes of shares of the Corporation at such
                               price or prices or at such rates of exchange and
                               with such adjustments; (f) may be entitled to the
                               benefit of a sinking fund to be applied to the
                               purchase or redemption of shares of such series
                               in such amount or amounts; (g) may be entitled to
                               the benefit of conditions and restrictions upon
                               the creation of indebtedness of the Corporation
                               or any subsidiary, upon the issue of any
                               additional shares (including additional shares of
                               such series or of any other series) and upon the
                               payment of dividends or the making of other
                               distributions on, and the purchase, redemption or
                               other acquisition by the Corporation or any
                               subsidiary of any outstanding shares of the
                               Corporation; and (h) may have such other
                               relative, participating, optional or other
                               special rights, qualifications, limitations or
                               restrictions thereof; all as shall be stated in
                               said resolution or resolutions providing for the
                               issue of such Preferred Shares. Shares of any
                               series of Preferred Shares which have been
                               redeemed (whether through the operation of a
                               sinking fund or otherwise) or which, if
                               convertible or exchangeable, have been converted
                               into or exchanged for shares of any other class
                               or classes shall have the status of authorized
                               and unissued Preferred Shares of the same series
                               and may be reissued as a part of the series of
                               which they were originally a part or may be
                               reclassified and reissued as part of a new series
                               of Preferred Shares to be created by resolution
                               or resolutions of the Board of Directors or as
                               part of any other series of Preferred Shares, all
                               subject to the conditions or restrictions on
                               issuance set forth in the resolution or
                               resolutions adopted by the Board of Directors
                               providing for the issue of any series of
                               Preferred Shares.


                                       15
<PAGE>

                               Subject to the provisions of any applicable law,
                               or of the By-laws of the Corporation as from time
                               to time amended, with respect to the closing of
                               the transfer books or the fixing of a record date
                               for the determination of shareholders entitled to
                               vote, and except as otherwise provided by law or
                               by the resolution or resolutions providing for
                               the issue of any series of Preferred Shares, the
                               holders of outstanding Common Shares shall
                               exclusively possess voting power for the election
                               of directors and for all other purposes, each
                               holder of record of Common Shares being entitled
                               to one vote for each Common Share standing in his
                               name on the books of the Corporation. Except as
                               otherwise provided by the resolution or
                               resolutions providing for the issue of any series
                               of Preferred Shares, the holders of Common Shares
                               shall be entitled, to the exclusion of the
                               holders of Preferred Shares of any and all
                               series, to receive such dividends as from time to
                               time may be declared by the Board of Directors.
                               In the event of any liquidation, dissolution or
                               winding up of the Corporation, whether voluntary
                               or involuntary, after payment shall have been
                               made to the holders of Preferred Shares of the
                               full amount for which they shall be entitled
                               pursuant to the resolution or resolutions
                               providing for the issue of any series of
                               Preferred Shares, the holders of Common Shares
                               shall be entitled, to the exclusion of the
                               holders of Referred Shares of any and all series,
                               to share, ratably according to the number of
                               Common Shares held by them, in all remaining
                               assets of the Corporation available for
                               distribution to its shareholders.

                               Subject to the provisions of this Certificate of
                               Incorporation and except as otherwise provided by
                               law, the shares of the Corporation, regardless of
                               class, may be issued for such consideration and
                               for such corporate purposes as the Board of
                               Directors may from time to time determine.

                FIFTH:         The Secretary of State is designated as the
                               agent of the corporation upon whom process
                               against the corporation may be served.
                               The post office  address to which the
                               Secretary of State shall mail a copy of any
                               process against the corporation served upon
                               him is 250 Clearbrook Road, Elmsford,
                               New York 10523.

                SIXTH:         The name and address of the registered agent
                               which is to be the agent of the corporation
                               upon whom  process against it may be served,
                               is David Vozick, 250 Clearbrook Road, Elmsford,
                               New York 10523.

                SEVENTH:       The tax year for the corporation shall end
                               on June 30th.

                EIGHTH:        No holder of shares of the Corporation of any
                               class, now or hereafter authorized, shall have
                               any preferential or preemptive right to subscribe
                               for, purchase or receive any shares of the
                               Corporation of any class, now or hereafter
                               authorized, or any options or warrants for such
                               shares, or any rights to subscribe to or purchase
                               such shares, or any securities convertible into
                               such shares, which may at any time be issued,
                               sold or offered for sale by the Corporation.

                NINTH:         Pursuant to Section 402(b) of the Business
                               Corporation Law  of the State of New York,
                               the liability of the Corporation's directors
                               to the Corporation or its shareholders for
                               damages for breach of duty as a director
                               shall be eliminated to the fullest extent
                               permitted by the Business Corporation Law
                               of the State of New York, as it exists on the
                               date hereof or as it may hereafter be amended. No
                               amendment to or repeal of this Article shall
                               apply to or have any effect on the liability or
                               alleged liability of any director of the
                               Corporation for or with respect to any acts or
                               omissions of such directors occurring prior to
                               such amendment or repeal.

FOURTH:  The restatement of the certificate of incorporation herein certified
         was authorized by the board of directors of the corporation.


Dated:  January 3, 2005

                                            /s/   David Vozick
                                           ---------------------------
                                           David Vozick, Secretary

                                       16