EXHIBIT 3.1
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                       CERTIFICATE OF AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                            UNDER SECTION 242 AND 245

                  Pursuant to Sections 303 and 103 of Title 8 of the General
Corporation Law of the State of Delaware, John Foster and Peter T. Altavilla do
hereby certify that:

         1.       They are the chief executive officer and the secretary,
                  respectively, of Applied Magnetics Corporation, a corporation
                  organized and existing under the laws of the State of
                  Delaware.

         2.       The Certificate of Incorporation of the corporation is amended
                  and restated in its entirety to read as follows:

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                          APPLIED MAGNETICS CORPORATION

                  Applied Magnetics Corporation, a corporation organized and
existing under the laws of the State of Delaware, hereby certifies that:

         1.       The name of the Corporation is Applied Magnetics Corporation.
                  The date of filing of its original Certificate of
                  Incorporation with the Secretary of State was January 23,
                  1987.

         2.       This Amended and Restated Certificate of Incorporation
                  restates and integrates and further amends the Certificate of
                  Incorporation of this Corporation by (a) changing the name of
                  the Corporation; (b) changing the authorized capital stock of
                  the Corporation; and (c) eliminating the authority to issue
                  nonvoting stock to the extent prohibited by the U.S.
                  Bankruptcy Code.

         3.       The text of the Certificate of Incorporation as amended or
                  supplemented heretofore is further amended hereby to read as
                  herein set forth in full:

                                    ARTICLE 1
                                      NAME

         The name of this corporation is INNOVATIVE MICRO TECHNOLOGY, INC.


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                                    ARTICLE 2

                                REGISTERED OFFICE

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


                                    ARTICLE 3

                                     PURPOSE

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


                                    ARTICLE 4

                                  CAPITAL STOCK

                  A. The corporation is authorized to issue two classes of stock
to be designated, respectively, "Common Stock" and "Preferred Stock." The total
number of shares of stock which the corporation is authorized to issue is
25,000,000 shares, 22,500,000 of which shall be Common Stock with a par value of
$.0001 per share, and 2,500,000 of which shall be Preferred Stock with a par
value of $.0001 per share.

                  B. The Board of Directors of this corporation is hereby
authorized to fix or alter the rights, preferences, privileges and restrictions
granted to or imposed upon any series of Preferred Stock, and the number of
shares constituting any such series and the designation thereof, or of any of
them. Subject to compliance with applicable protective voting rights that have
been or may be granted to the Preferred Stock or any series thereof in any
Certificate of Designation or this corporation's Certificate of Incorporation
("Protective Provisions"), but notwithstanding any other rights of the Preferred
Stock or any series thereof, the rights, privileges, preferences and
restrictions of any series may be subordinated to, pari passu with (including,
without limitation, inclusion in provisions with respect to liquidation or
acquisition preferences, redemption and/or approval of matters by vote or
written consent), or senior to any of those of any present or future class or
series of Preferred or Common Stock. Subject to compliance with applicable
Protective Provisions, the Board of Directors is also authorized to increase or
decrease the number of shares of any series, prior or subsequent to the issue of

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that series, but not below the number of shares of such series then outstanding
or reserved for issuance upon conversion of such series. 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.


                                    ARTICLE 5

                  AMENDMENT OF BYLAWS AND ELECTION OF DIRECTORS

         In furtherance and not in limitation of the powers conferred by
statute, the board of directors of this corporation is expressly authorized to
make, alter or repeal the bylaws of this corporation. Elections of directors
need not be by written ballot except and to the extent provided in the bylaws of
this corporation.


                                    ARTICLE 6

                                    LIABILITY

         To the fullest extent permitted by the law of the State of Delaware as
it now exists or may hereafter be amended, no director or officer of this
corporation shall be liable to this corporation or its stockholders for monetary
damages arising from a breach of fiduciary duty owed by such director or
officer, as applicable, to this corporation or its stockholders; provided,
however, that liability of any director or officer shall not be eliminated or
limited for acts or omissions which involve any breach of a director's or
officers duty of loyalty to this corporation or its shareholders, intentional
misconduct, fraud or a knowing violation of law, under Section 174 of the
General Corporation Law of the State of Delaware or for transaction from which
the officer or director derived an improper personal benefit.


                                    ARTICLE 7

                                DIRECTOR RELIANCE

         A director shall be fully protected in relying in good faith upon the
books of account or other records of this corporation or statements prepared by
any of its officers or by independent public accountants or by an appraiser
selected with reasonable care by the Board of Directors as to the value and
amount of the assets, liabilities and/or net profits of this corporation, or any
other facts pertinent to the existence and amount of surplus or other funds from
which dividends might properly be declared and paid, or with which this
corporation's capital stock might properly be purchased or redeemed.


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                                    ARTICLE 8

                                 NONVOTING STOCK

                  Notwithstanding any contrary provision herein, the corporation
will not issue nonvoting capital stock to the extent prohibited by Section
1123(a)(6) of Section 365 of Title 11 of the United States Code as in effect on
the effective date of the Debtor's Third Amended Plan of Reorganization Under
Chapter 11 of the Bankruptcy Code Dated as of September 24, 2001 (the
"Bankruptcy Code"); provided, however, that this Article 8 (a) will have no
further force and effect beyond that required under Section 1123 of the
Bankruptcy Code, (b) will have such force and effect, if any, only for so long
as such Section is in effect and applicable to the corporation, and (c) in all
events may be amended or eliminated in accordance with applicable law as from
time to time in effect.

         4.       The foregoing Restated Certificate of Incorporation was
                  provided for under that certain Debtor's Third Amended and
                  Restated Plan of Reorganization Under Chapter 11 of the
                  Bankruptcy Code Dated as of September 24, 2001, which has been
                  confirmed by the order of the United States Bankruptcy Court
                  for the Central District of California, and accordingly is
                  deemed approved by the stockholders of the Corporation under
                  Section 303 of the General Corporation Law of the State of
                  Delaware.

Date: November 20, 2001






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         John Foster,
         Chief Executive Officer


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         Peter T. Altavilla,
         Secretary














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