**EXHIBIT
      3.1**


**RESTATED
      CERTIFICATE OF INCORPORATION**




**OF**




**MEDIS
      TECHNOLOGIES LTD.**




Under
      Section 245 of the Delaware General Corporation Law




Medis
      Technologies Ltd., a corporation organized and existing under the Delaware
      General Corporation Law (the "Corporation"), **DOES
      HEREBY CERTIFY** as
      follows:




**FIRST:** That
      the
      name of the corporation is **MEDIS
      TECHNOLOGIES LTD.**




**SECOND:** That
      the
      original Certificate of Incorporation of the Corporation was filed on April
      7,
      1992 with the Secretary of State of the State of Delaware under the name
      S.C.L.W. Corporation.




**THIRD:** That
      the
      following amendment and restatement of the Certificate of Incorporation of
      the
      Corporation was declared advisable by Board of Directors of the Corporation
      and
      was approved by written consents executed by the holders of a majority of the
      outstanding stock of the Corporation entitled to vote thereon in the manner
      prescribed by Sections 228 and 242 of the Delaware General Corporation Law.
      This
      Restated Certificate of Incorporation was duly adopted in the manner prescribed
      by Section 245 of the Delaware General Corporation Law.




**FOURTH:** That
      the
      text of the Certificate of Incorporation of **MEDIS
      TECHNOLOGIES LTD.** is
      hereby restated to read in full as follows:




“ **FIRST:** The
      name
      of the corporation is









**MEDIS
      TECHNOLOGIES LTD.**




**SECOND:** The
      address of the initial registered and principal office of this corporation
      is
      this state is 30 Old Rudnick Lane, Suite 100, Dover, Delaware 19901, in the
      County of Kent, and the name of the registered agent at said address is LEXIS
      Document Services Inc.




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




**FOURTH:** (a) The
      corporation shall be authorized to issue the following shares:




**Class**
            **Number
                of Shares**
            **Par
                Value**Common
            25,000,000
            .01Preferred
            10,000
            .01







(b)  The
      designations and the powers, preferences and rights, and the qualifications
      or
      restrictions thereof are as follows:




The
      Preferred shares shall be issued from time to time in one or more series, with
      such distinctive serial designations as shall be stated and expressed in the
      resolution or resolutions providing for the issue of such shares from time
      to
      time adopted by the Board of Directors; and in such resolution or resolutions
      providing for the issue of shares of each particular series, the Board of
      Directors is expressly authorized to fix the annual rate or rates of dividends
      for the particular series; the dividend payment dates for the particular series
      and the date from which dividends on all shares of such series issued prior
      to
      the record date for the first dividend payment date shall be cumulative; the
      redemption price or prices for the particular series; the voting powers for
      the
      particular series; the rights, if any, of holders of the shares of the
      particular series to convert the same into shares of any other series or class
      or other securities of the corporation, with any provisions for the subsequent
      adjustment of such conversion rights; and to classify or reclassify any unissued
      preferred shares by fixing or altering from time to time any of the foregoing
      rights, privileges and qualifications.




All
      the
      Preferred shares of any one series shall be identical with each other in all
      respects, except that shares of any one series issued at different times may
      differ as to the dates from which dividends thereon shall be cumulative; and
      all
      Preferred shares shall be of equal rank, regardless of series, and shall be
      identical in all respects except as to the particulars fixed by the Board as
      hereinabove provided or as fixed herein.




**FIFTH:** The
      following provisions are inserted for the management of the business and for
      the
      conduct of the affairs of the corporation, and for further definition,
      limitation and regulation of the powers of the corporation and of its directors
      and stockholders:




2




(a)  The
      number of directors of the corporation shall be such as from time to time shall
      be fixed by, or in the manner provided in the By-Laws. Election of directors
      need not be by ballot unless the By-Laws so provide.




(b)  The
      Board
      of Directors shall have power without the assent or vote of the
      stockholders:




(i)  To
      make,
      alter, amend, change, add to or repeal the By-Laws of the corporation; to fix
      and vary the amount to be reserved for any proper purpose; to authorize and
      cause to be executed mortgages and liens upon all or any part of the property
      of
      the corporation; to determine the use and disposition of any surplus or net
      profits; and to fix the times for the declaration and payment of
      dividends.




(ii)  To
      determine from time to time whether, and to what times and places and under
      what
      conditions the accounts and books of the corporation (other than the stock
      ledger) or any of them, shall be open to the inspection of the
      stockholders.




(c)  The
      directors in their discretion may submit any contract or act for approval or
      ratification at any annual meeting of the stockholders or at any meeting of
      the
      stockholders called for the purpose of considering any such act or contract,
      and
      any contract or act that shall be approved or be ratified by the vote of the
      holders of a majority of the stock of the corporation which is represented
      in
      person or by proxy at such meeting and entitled to vote thereat (provided that
      a
      lawful quorum of stockholders be there represented in person or by proxy) shall
      be as valid and as binding upon the corporation and upon all the stockholders
      as
      though it had been approved or ratified by every stockholder of the corporation,
      whether or not the contract or act would otherwise be open to legal attack
      because of directors' interest, or for any other reason.




(d)  In
      addition to the powers and authorities hereinbefore or by statute expressly
      conferred upon them, the directors are hereby empowered to exercise all such
      powers and do all such acts and things as may be exercised or done by the
      corporation; subject, nevertheless, to the provisions of the statutes of
      Delaware, of this certificate, and to any By-Laws from time to time made by
      the
      stockholders; provided, however, that no By-Laws so made shall invalidate any
      prior act of the directors which would have been valid if such By-Law had not
      been made.




**SIXTH:** (a) The
      personal liability of the directors of the Corporation is hereby eliminated
      to
      the fullest extent permitted by paragraph (7) of subsection (b) of Section
      102
      of the Delaware General Corporation Law, as the same may be amended and
      supplemented.




(b)  The
      Corporation shall, to the fullest extent permitted by Section 145 of the
      Delaware General Corporation Law, as the same may be amended and supplemented,
      indemnify any and all persons whom it shall have power to indemnify under said
      section from and against any and all of the expenses, liabilities or other
      matters referred to in or covered by said section, and the indemnification
      provided for herein shall not be deemed exclusive of any other rights to which
      those indemnified may be entitled under any By-




3




Law,
      agreement, vote of stockholders or disinterested directors or otherwise, both
      as
      to action in his official capacity and as to action in another capacity while
      holding such office, and shall continue as to a person who has ceased to be
      a
      director, officer, employee or agent and shall inure to the benefit of the
      heirs, executors and administrators of such a person.




(c)  If
      the
      Delaware General Corporation Law is amended to authorize corporate action
      further eliminating or limiting the personal liability of directors, then the
      liability of a director of the Corporation shall be eliminated or limited to
      the
      fullest extent permitted by the Delaware General Corporation Law, as so
      amended.




(d)  No
      amendment to or repeal of this Article SIXTH 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 director occurring prior to such
      amendment.




**SEVENTH:** Whenever
      a compromise or arrangement is proposed between this corporation and its
      creditors or any class of them and/or between this corporation and its
      stockholders or any class of them, any court of equitable jurisdiction within
      the State of Delaware, may, on the application in a summary way of this
      corporation or of any creditor or stockholder thereof or on the application
      of
      any receiver or receivers appointed for this corporation under the provisions
      of
      Section 291 of Title 8 of the Delaware Code or on the application of trustees
      in
      dissolution or of any receiver or receivers appointed for this corporation
      under
      the provisions of Section 279 of Title 8 of the Delaware Code order a meeting
      of
      the creditors or class of creditors, and/or of the stockholders or class of
      stockholders of this corporation, as the case may be, to be summoned in such
      manner as the said court directs. If a majority in number representing
      three-fourths (3/4) in value of the creditors or class of creditors, and/or
      of
      the stockholders or class of stockholders of this corporation, as the case
      may
      be, agree to any compromise or arrangement and to any reorganization of this
      corporation as a consequence of such compromise or arrangement, the said
      compromise or arrangement and the said reorganization shall, if sanctioned
      by
      the court to which the said application has been made, be binding on all the
      creditors or class of creditors, and/or on all the stockholders or class of
      stockholders, of this corporation, as the case may be, and also on this
      corporation.




**EIGHTH:** The
      corporation reserves the right to amend, alter, change or repeal any provision
      contained in this Restated Certificate of Incorporation, and other provisions
      authorized by the laws of the State of Delaware at the time in force may be
      added or inserted, in the manner now or hereafter prescribed by law; and all
      rights, preferences and privileges of whatsoever nature conferred upon
      stockholders, directors or any other persons whomsoever by and pursuant to
      this
      Restated Certificate of Incorporation in its present form or as hereafter
      amended are granted subject to the rights reserved in this Article
      EIGHTH.”





4


**IN
      WITNESS WHEREOF,** this
      Restated Certificate of Incorporation, which restates and amends the provisions
      of the Certificate of Incorporation, as amended, of the Corporation, and which
      has been duly adopted in accordance with Sections 242 and 245 of the Delaware
      General Corporation Law, has been executed by its duly authorized officer this
      19 th day of
      April, 2000.




MEDIS
                TECHNOLOGIES LTD.By:
            /s/ Howard
              WeingrowName:
              Howard WeingrowTitle:
              President













5





**CERTIFICATE
      OF AMENDMENT**


**OF
      THE**


**RESTATED
      CERTIFICATE OF INCORPORATION**


**OF**


**MEDIS
      TECHNOLOGIES LTD.**




**___________________________________**








Medis
      Technologies Ltd., a corporation organized and existing under the laws of the
      State of Delaware (the “Corporation”), hereby certifies as follows:




FIRST: Pursuant
      to a unanimous written consent of the Board of Directors of the Corporation
      dated as of April 28, 2002, the Board of Directors duly adopted resolutions
      proposing and declaring advisable the following amendment to the Corporation’s
      Restated Certificate of Incorporation:




That
      Article FOURTH, clause (a) of the Corporation’s Restated Certificate of
      Incorporation be amended to read in its entirety as follows:





“The
      Corporation shall be authorized to issue the following shares:




**Class**
            **Number
                of Shares**
            **Par
                Value**Common
            35,000,000
            .01Preferred
            10,000
            .01”







SECOND: That
      at
      the duly noticed and convened Annual Meeting of Stockholders of the Corporation
      held on June 12, 2002, at which a quorum was present and acting throughout
      in
      person or by proxy, the stockholders of the Corporation approved the aforesaid
      amendment.




THIRD: That
      the
      aforesaid amendment was duly adopted in accordance with the applicable
      provisions of Section 242 of the General Corporation Law of the State of
      Delaware.









IN
      WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by
      Howard Weingrow, its President, this 27 th day of
      June, 2002.




MEDIS
              TECHNOLOGIES
              LTD.By:
            /s/ Howard
              WeingrowHoward
              WeingrowPresident
































-2-


**CERTIFICATE
      OF AMENDMENT**


**OF
      THE**


**RESTATED
      CERTIFICATE OF INCORPORATION**


**OF**


**MEDIS
      TECHNOLOGIES LTD.**




**___________________________________**







Medis
      Technologies Ltd., a corporation organized and existing under the laws of the
      State of Delaware (the “Corporation”), hereby certifies as follows:




FIRST: Pursuant
      to a unanimous written consent of the Board of Directors of the Corporation
      dated as of May 13, 2004, the Board of Directors duly adopted resolutions
      proposing and declaring advisable the following amendment to the Corporation’s
      Restated Certificate of Incorporation:




That
      Article FOURTH, clause (a) of the Corporation’s Restated Certificate of
      Incorporation, as amended, be amended to read in its entirety as
      follows:





“The
      Corporation shall be authorized to issue the following shares:




**Class**
            **Number
                of Shares**
            **Par
                Value**Common
            38,000,000
            .01Preferred
            10,000
            .01”







SECOND: That
      at
      the duly noticed and convened Annual Meeting of Stockholders of the Corporation
      held on June 30, 2004, at which a quorum was present and acting throughout
      in
      person or by proxy, the stockholders of the Corporation approved the aforesaid
      amendment.









THIRD: That
      the
      aforesaid amendment was duly adopted in accordance with the applicable
      provisions of Section 242 of the General Corporation Law of the State of
      Delaware.




IN
      WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by
      Howard Weingrow, its President, this 7 th day of
      July, 2004.




MEDIS
                TECHNOLOGIES
                LTD.By:
              /s/ Howard
                WeingrowHoward
                WeingrowPresident
                 -2-


**CERTIFICATE
      OF AMENDMENT**


**OF
      THE**


**RESTATED
      CERTIFICATE OF INCORPORATION**


**OF**


**MEDIS
      TECHNOLOGIES LTD.**




**___________________________________**




Medis
      Technologies Ltd., a corporation organized and existing under the laws of the
      State of Delaware (the “Corporation”), hereby certifies as follows:




FIRST: Pursuant
      to a unanimous written consent of the Board of Directors of the Corporation
      dated as of May 1, 2006, the Board of Directors duly adopted resolutions
      proposing and declaring advisable the following amendment to the Corporation’s
      Restated Certificate of Incorporation:




That
      Article FOURTH, clause (a) of the Corporation’s Restated Certificate of
      Incorporation be amended to read in its entirety as follows:





“The
      Corporation shall be authorized to issue the following shares:




Class
            Number
                of Shares
            Par
                ValueCommon
            41,500,000
            $0.01Preferred
            10,000
            $0.01”





SECOND: That
      at
      the duly noticed and convened Annual Meeting of Stockholders of the Corporation
      held on July 18, 2006, at which a quorum was present and acting throughout
      in
      person or by proxy, the stockholders of the Corporation approved the aforesaid
      amendment.




THIRD: That
      the
      aforesaid amendment was duly adopted in accordance with the applicable
      provisions of Section 242 of the General Corporation Law of the State of
      Delaware.




IN
      WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by
      Howard Weingrow, its Deputy Chairman and Chief Operating Officer, this
      21 st day of
      July, 2006.




MEDIS
                TECHNOLOGIES
                LTD.By:
              /s/ Howard
                WeingrowHoward
                WeingrowPresident