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                                                                     Exhibit 3.1


                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                               OF CONDUCTUS, INC.
                             a Delaware Corporation

                    (Pursuant to sections 242 and 245 of the
                        Delaware General Corporation Law)

         Conductus, Inc. (the "Corporation"), a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"General Corporation Law") does hereby certify that:

         FIRST: The name of the Corporation is Conductus, Inc. and that the
Corporation was originally incorporated on September 1, 1987 pursuant to the
General Corporation Law; and

         SECOND: The following resolutions amending and restating the
Corporation's Restated Certificate of Incorporation, as amended, were approved
by the Board of Directors of the Corporation by unanimous written consent
effective as of April 7, 2000 and were duly adopted by the stockholders of the
Corporation in accordance with the provisions of Sections 242 and 245 of the
General Corporation Law at a meeting of the stockholders held in accordance with
Section 228 of the General Corporation Law:

              "Now, therefore, be it resolved that the Restated Certificate of
         Incorporation of the Corporation, as amended, be amended and restated
         in its entirety as follows:

                                    ARTICLE I

         The name of the Corporation (herein called the "Corporation") is
CONDUCTUS, INC.

                                   ARTICLE II

         The address of the registered office of the Corporation in the State of
Delaware is 1013 Centre Road, City of Wilmington, County of New Castle,
Delaware, 19805. The name of its registered agent at such address is Corporation
Service Company.

                                   ARTICLE III

         The nature of the business or purposes to be conducted or promoted is
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.


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                                   ARTICLE IV

         A. CLASSES OF STOCK. The Corporation is authorized to issue two classes
of stock to be designated, respectively, "Common Stock" and "Preferred Stock."
The total number of shares that the Corporation is authorized to issue is Thirty
Million (30,000,000) shares. Twenty-five Million (25,000,000) shares, par value
of one hundredths of a cent ($.0001) per share, shall be Common Stock, and Five
Million (5,000,000) shares, par value of one hundredth of a cent ($.0001) per
share, shall be Preferred Stock.

         B. RIGHTS, PREFERENCES AND RESTRICTIONS OF PREFERRED STOCK. The
Preferred Stock authorized by this Restated Certificate of Incorporation may be
issued from time to time in one or more series. The Board of Directors 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 series thereof in Certificates
of Determination or the 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 such
additional series may be subordinated to, PARI PASSU with (including, without
limitation, inclusion in provisions with respect to liquidation and 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 that series, but not
below the number of shares 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 that they had prior to the adoption of the
resolution originally fixing the number of shares of such series.

         C. COMMON STOCK.

         1. DIVIDEND RIGHTS. Subject to any preferential dividend rights
applicable to the shares of the Preferred Stock, the holders of shares of the
Common Stock shall be entitled to receive such dividends as may be declared from
time to time by the Board of Directors.

         2. LIQUIDATION RIGHTS. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, after distribution in
full of the preferential amounts to be distributed to the holders of shares of
the Preferred Stock, the holders of shares of the Common Stock shall be entitled
to receive all of the remaining assets of the Corporation available for
distribution to its stockholders, ratably in proportion to the number of shares
of the Common Stock held by them.

         3. REDEMPTION.  The Common Stock is not redeemable.

         4. VOTING RIGHTS. The holders of shares of Common Stock shall be
entitled to vote on all matters at all meetings of the stockholders of the
Corporation and shall be entitled to one vote for each share of Common Stock
entitled to vote at such meeting.





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                                    ARTICLE V

         Except as otherwise provided in this Restated Certificate of
Incorporation, in furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, repeal, alter,
amend and rescind any or all of the Bylaws of the Corporation.

                                   ARTICLE VI

         The number of directors of the Corporation shall be fixed from time to
time by a bylaw or amendment thereof duly adopted by the Board of Directors or
by the stockholders of the Corporation.

                                   ARTICLE VII

         Elections of directors need not be by written ballot unless the Bylaws
of the Corporation shall so provide.

                                  ARTICLE VIII

         Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws of the Corporation.

                                   ARTICLE IX

         No action may be taken by the stockholders of the Corporation without a
meeting, and no consents in lieu of a meeting may be taken pursuant to Section
228 of the Delaware General Corporation Law.

                                    ARTICLE X

         A director of the Corporation shall not be personally liable 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 that involve 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 any improper
personal benefit. If the Delaware General Corporation Law is hereafter amended
to authorize, with the approval of a corporation's stockholders, further
reductions in the liability of the Corporation's directors for breach of
fiduciary duty, then a director of the Corporation shall not be liable for any
such breach 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 X 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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                                   ARTICLE XI

         The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Restated Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.











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         IN WITNESS WHEREOF, CONDUCTUS, INC. has caused this Amended and
Restated Certificate of Incorporation to be signed by its President and attested
to by its Secretary this 25th day of May, 2000.


                                               /s/ Charles E. Shalvoy
                                               -------------------------------
                                               CHARLES E. SHALVOY, President
                                               and Chief Executive Officer

ATTEST:


/s/ Ron Wilderink
-------------------------------------
RON WILDERINK
Vice President, Finance, Chief Financial Officer
and Secretary