<PAGE>   1

                                                                       REG. S-K
                                                                       ITEM 601
                                                                       EXHIBIT 3


                     RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                            BERKSHIRE HATHAWAY INC.


         Berkshire Hathaway Inc., a corporation organized and existing under
the laws of the State of Delaware (the "Corporation"), hereby certifies as
follows:

         1.      The name of the Corporation is Berkshire Hathaway Inc.
Berkshire Hathaway Inc. was originally incorporated under the name of Hathdel
Inc., and the original Certificate of Incorporation was filed with the
Secretary of State of the State of Delaware on March 12, 1973.

         2.      This Restated Certificate of Incorporation has been duly
adopted in accordance with the provisions of Section 245 of the General
Corporation Law of the State of Delaware by the Board of Directors of the
Corporation without a vote of the stockholders of the Corporation.  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 or supplemented, and there is no discrepancy between
those provisions and this Restated Certificate of Incorporation except that
provisions whose omission is not deemed a further amendment under Section
245(c) of the General Corporation Law of the State of Delaware have been
omitted.

         3.      The text of the Restated Certificate of Incorporation as
heretofore amended or supplemented is hereby restated to read in its entirety
as follows:

         FIRST:  The name of the Corporation is Berkshire Hathaway Inc.

         SECOND: The registered office of the Corporation in the State of
Delaware is located at No. 1209 Orange Street in the City of Wilmington, County
of New Castle.  The name and address of its registered agent is The Corporation
Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801.

         THIRD:  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.


         FOURTH: The total number of shares of all classes of stock that the
Corporation is authorized to issue is 52,500,000, of which 1,500,000 shares
shall be Class A Common Stock, 50,000,000 shares shall be Class B Common Stock,
and 1,000,000 shares shall be Preferred Stock.  Shares of Preferred Stock shall
have no par value.  Each share of Class A Common Stock shall have a par value
of $5.00.  Each share of Class B Common Stock shall have a par value of
$0.1667.  The Class A Common Stock and the Class B Common Stock shall sometimes
hereinafter be referred to collectively as the "Common Stock."

         1.      Preferred Stock.  The Board of Directors is authorized,
subject to limitations prescribed by law and the limitation on authorized
Preferred Stock stated above in this Article FOURTH, to provide for the
issuance of shares of Preferred Stock in one or more series, and, by filing a
certificate pursuant to the applicable law of the State of Delaware, to
establish from time to time the number of shares to be included in any series,
and to fix the designation, powers, preferences and rights of the shares of
each such series and the qualifications, limitations or restrictions thereof.

         The authority of the Board of Directors with respect to each series of
Preferred Stock shall include, but not be limited to, determination of the
following:

                 (a)      The number of shares constituting that series and the
         distinctive designation of that series;

                 (b)      The dividend rate on the shares of that series,
         whether dividends shall be cumulative, and, if so, from which date or
         dates and the relative rights of priority, if any, of payment of
         dividends on shares of that series;

                 (c)      Whether that series shall have voting rights, in
         addition to the class voting rights provided by law, and, if so, the
         terms of such voting rights;

                 (d)      Whether that series shall have conversion privileges,
         and, if so, the terms and conditions of
<PAGE>   2

                                                                       REG. S-K
                                                                       ITEM 601
                                                                       EXHIBIT 3

         such conversion, including provision for adjustment of the conversion
         rate in such events as the Board of Directors shall determine;

                 (e)      Whether or not the shares of that series shall be
         redeemable, and, if so, the terms and conditions of such redemption,
         including the date or dates upon or after which they shall be
         redeemable, and the amount per share payable in case of redemption,
         which amount may vary under different conditions and at different
         redemption dates;

                 (f)      Whether that series shall have a sinking fund for the
         redemption or purchase of shares of that series, and, if so, the terms
         and amount of such sinking fund;

                 (g)      The rights of the shares of that series in the event
         of voluntary or involuntary liquidation, dissolution or winding up of
         the Corporation, and the relative rights of priority, if any, of
         payment of shares of that series; and

                 (h)      Any other absolute or relative rights, preferences or
         limitations of that series.

         Dividends on outstanding shares of Preferred Stock shall be paid or
declared and set apart for payment before any dividends shall be paid or
declared and set apart for payment on shares of Common Stock with respect to
the same dividend period.

         The Preferred Stock shall be preferred over the Common Stock as to
assets, and in the event of any liquidation or dissolution or winding up of the
Corporation (whether voluntary or involuntary), the holders of the Preferred
Stock shall be entitled to receive out of the assets of the Corporation
available for distribution to its shareholders, whether from capital, surplus
or earnings, the amount specified for each particular series, together with any
dividends accrued or in arrears, for every share of their holdings of Preferred
Stock before any distribution of the assets shall be made to the holders of
Common Stock, and shall be entitled to no other or further distribution.  If
upon any voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, the assets available for distribution to holders of shares of
Preferred Stock of all series shall be insufficient to pay such holders the
full preferential amount to which they are entitled, then such assets shall be
distributed ratably among the shares of all series of Preferred Stock in
accordance with the respective preferential amounts (including unpaid
cumulative dividends, if any, as provided by the Board of Directors) payable
with respect thereto.
<PAGE>   3
                                                                       REG. S-K
                                                                       ITEM 601
                                                                       EXHIBIT 3

         Neither the consolidation nor merger of the Corporation with or into
any other corporation, nor any sale, lease, exchange or conveyance of all or
any part of the property, assets or business of the Corporation shall be deemed
to be a liquidation, dissolution or winding up of the Corporation within the
meaning of this Article FOURTH.

         2.      Class A Common Stock and Class B Common Stock.  The powers,
preferences, and rights of the Class A Common Stock and Class B Common Stock,
and the qualifications, limitations and restrictions thereof, are fixed as
follows:

                 A.      Issuance; Payment and Assessability.  The shares of
         Class A Common Stock and Class B Common Stock may be issued by the
         Corporation from time to time for such consideration, having a value
         not less than par value, as may be fixed from time to time by the Board
         of Directors of the Corporation. Any and all shares of Class A Common
         Stock and Class B Common Stock so issued for which the consideration so
         fixed has been paid or delivered to the Corporation shall be deemed
         fully paid stock and shall not be liable to any further call or
         assessment thereon, and the holders of said shares shall not be liable
         for any further payments in respect of such shares.

                 B.      Dividends; Distributions; Stock Splits.  Holders of
         Class A Common Stock shall be entitled to such dividends or other
         distributions (including liquidating distributions) per share, whether
         in cash, in kind, in stock (including a stock split) or by any other
         means, when and as may be declared by the Board of Directors of the
         Corporation out of assets or funds of the Corporation legally available
         therefor.  Holders of Class B Common Stock shall be entitled to
         dividends or other distributions (including liquidating distributions)
         per share, whether in cash, in kind, in stock (including a stock
         split), or by any other means, equal to one-thirtieth (1/30th) of the
         amount per share declared by the Board of Directors of the Corporation
         for each share of Class A Common Stock, and such dividends or
         distributions with respect to the Class B Common Stock shall be paid in
         the same form and at the same time as dividends or distributions with
         respect to the Class A Common Stock; provided, however, that, in the
         event of a stock split or stock dividend, holders of Class A Common
         Stock shall receive shares of Class A Common Stock and holders of Class
         B Common Stock shall receive shares of Class B Common Stock, unless
         otherwise specifically designated by resolution of the Board of
         Directors.

                 C.      Voting.  Each holder of Class A Common Stock shall be
         entitled to one (1) vote for each share of Class A Common Stock
         standing in his name on the books
<PAGE>   4

                                                                       REG. S-K
                                                                       ITEM 601
                                                                       EXHIBIT 3

         of the Corporation.  Each holder of Class B Common Stock shall be
         entitled to one-two-hundredth (1/200th) of one vote for each share of
         Class B Common Stock standing in his name on the books of the
         Corporation.  Unless otherwise required by the Delaware General
         Corporation Law, the Class A Common Stock and the Class B Common Stock
         shall vote as a single class with respect to all matters submitted to a
         vote of shareholders of the Corporation.

                 D.      Conversion.  Commencing on the fifth (5th) trading day
         after the day on which Class B shares are first sold to the public
         pursuant to an effective registration statement filed with the
         Securities and Exchange Commission, each share of Class A Common Stock
         may, at the option of the holder of record thereof and without payment
         of any consideration, be converted into thirty (30) fully paid and
         nonassessable shares of Class B Common Stock.  Any such conversion may
         be effected by any holder of Class A Common Stock surrendering such
         holder's certificate or certificates for the Class A Common Stock to be
         converted, duly endorsed, at the office of the Corporation or any
         transfer agent for the Class A Common Stock, together with a written
         notice to the Corporation that such holder elects to convert all or a
         specified whole number of shares of Class A Common Stock and stating
         the name or names in which such holder desires the certificate or
         certificates for the Class B Common Stock to be issued.  If so required
         by the Corporation, any certificate for shares surrendered for
         conversion shall be accompanied by instruments of transfer, in form
         satisfactory to the Corporation, duly executed by the holder of such
         shares or the duly authorized representative of such holder.  Promptly
         thereafter, the Corporation shall issue and deliver or cause to be
         issued and delivered to such holder or such holder's nominee or
         nominees, a certificate or certificates for the number of shares of
         Class B Common Stock to which such holder shall be entitled as herein
         provided.  Such conversion shall be deemed to have been made at the
         close of business on the date of receipt by the Corporation or any such
         transfer agent of such certificate or certificates for Class A Common
         Stock and such notice, and the person or persons entitled to receive
         the Class B Common Stock issuable on such conversion shall be treated
         for all purposes as the record holder or holders of such Class B Common
         Stock on that date.

                 The issuance of certificates for shares of Class B Common Stock
         issuable upon the conversion of shares of Class A Common Stock shall be
         made without charge to the converting holder; provided, however, that
         if any certificate is to be issued in a name other than that
<PAGE>   5

                                                                       REG. S-K
                                                                       ITEM 601
                                                                       EXHIBIT 3

         of the record holder of the shares being converted, the Corporation
         shall not be required to issue or deliver any such certificate unless
         and until the person requesting the issuance thereof shall have paid to
         the Corporation the amount of any tax that may be payable with respect
         to any transfer involved in the issuance and delivery of such
         certificate or has established to the satisfaction of the Corporation
         that such tax has been paid.

                 The Corporation covenants that it will at all times reserve and
         keep available, solely for the purpose of issuance upon conversion of
         the outstanding shares of Class A Common Stock, a number of shares of
         Class B Common Stock equal to thirty (30) times the number of shares of
         Class A Common Stock then outstanding, in addition to the number of
         shares of Class B Common Stock then outstanding; provided, however,
         that nothing herein shall be construed to preclude the Corporation from
         satisfying its obligation to issue shares of Class B Common Stock upon
         conversion of Class A Common Stock by delivery of purchased or redeemed
         shares of Class B Common Stock which are held in the treasury of the
         Corporation.

         FIFTH:  Omitted.

         SIXTH:  The following additional provisions are in furtherance and not
limitation of any power, privilege or purpose conferred or permitted by law,
this certificate or the by-laws:

         1.      Except as may be otherwise expressly required by law, or the
                 provisions of this Certificate or the by-laws, the Board of
                 Directors of the Corporation shall have and may exercise,
                 transact, manage, promote and carry on all of the powers,
                 authorities, businesses, objectives and purposes of the
                 Corporation.
<PAGE>   6

                                                                       REG. S-K
                                                                       ITEM 601
                                                                       EXHIBIT 3


         2.      The election of directors need not be by ballot unless the
                 by-laws so require.

         3.      The Board of Directors of the Corporation is authorized and
                 empowered to make, alter, amend and repeal the By-laws of the
                 Corporation in any manner not inconsistent with the laws of
                 the State of Delaware.

         4.      The Board of Directors may fix from time to time the
                 compensation of its members.

         5.      The Corporation may indemnify or insure or both indemnify and
                 insure any person who is or was a director, officer, employee
                 or agent of the Corporation or, at its request, of another
                 corporation, partnership, joint venture, trust or other
                 enterprise, to the full extent provided or permitted by its
                 by-laws, as from time to time amended, and to the full extent
                 to which those indemnified may now or hereafter be entitled
                 under any law, agreement, vote of stockholders or
                 disinterested directors or otherwise.

         SEVENTH:   No contract or other transaction between the
Corporation and any other corporation, and no act of the Corporation shall in
any way be affected or invalidated by the fact that any of the directors of the
Corporation are pecuniarily or otherwise interested in or are directors or
officers of such other corporation.  Any director individually, or any firm of
which such director may be a member, may be a party to or may be pecuniarily or
otherwise interested in any contract or transaction of the Corporation,
provided that the fact that he or such firm is so interested shall be disclosed
or shall have been known to the Board of Directors, or a majority thereof; and
any director of the Corporation, who is also a director or officer of such
other corporation, or is so interested, may be counted in determining the
existence of a quorum at any meeting of the Board of Directors of the
Corporation which shall authorize such contract or transaction, and may vote
thereat to authorize any such contract or transaction, with like force and
effect, as if he were not such director or officer of such other corporation or
not so interested,


         EIGHTH:  Any action which would otherwise be required or permitted to
be taken by the vote of stockholders at a meeting thereof may instead be taken
by the written consent of stockholders who would be entitled to vote upon such
action if such a meeting were held having not less than the percentage of the
total number of votes which would have been required to take such action at
such a meeting.

         NINTH:  Omitted.

         TENTH:  No director of this Corporation shall have personal liability
to the Corporation or any of its stockholders for monetary damages for breach
of fiduciary duty as a director.  The foregoing provision shall not eliminate
or limit the

<PAGE>   7

                                                                       REG. S-K
                                                                       ITEM 601
                                                                       EXHIBIT 3


liability of a director (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 involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the General Corporation Law of the State of Delaware
or (iv) for any transaction from which the director derived an improper
personal benefit.  In the event that the General Corporation Law of the State
of Delaware is amended after approval of this Article by the stockholders so as
to authorize corporate action further eliminating or limiting the liability of
directors, the liability of a director of this Corporation shall thereupon be
eliminated or limited to the fullest extent permitted by the General
Corporation Law of the State of Delaware, as so amended from time to time.  The
provisions of this Article shall not be deemed to limit or preclude
indemnification of a director by the Corporation for any liability of a
director which has not been eliminated by the provisions of this Article.

         IN WITNESS WHEREOF, this Restated Certificate of Incorporation has
been signed by the Company this 6th day of May, 1996.

                                              Berkshire Hathaway Inc.


                                              By:  /s/ Marc D. Hamburg
                                                  ---------------------------
                                                  Marc D. Hamburg
                                                  Vice President





Attest:


 /s/ Forrest N. Krutter
-------------------------------
Forrest N. Krutter
Secretary