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                                                                    Exhibit 3(i)

                      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 CORP. is hereby restated to read in full as follows:



         "FIRST:  The name of the corporation is

                  MEDIS TECHNOLOGIES CORP.

         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.


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

<Table>
<Caption>

         CLASS                        NUMBER OF SHARES                PAR VALUE
         -----                        ----------------                ---------

<S>                                     <C>                             <C>
         Common                         25,000,000                      .01

         Preferred                          10,000                      .01
</Table>


                  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:

                  (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


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         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-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


                                       3
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         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."

         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 241 and 245 of the Delaware General Corporation Law, has been executed
by its duly authorized officer this 19th day of April, 2000.

                                                  MEDIS TECHNOLOGIES LTD.


                                                  By: /s/ HOWARD WEINGROW
                                                     --------------------------

                                                 Name: Howard Weingrow
                                                      -------------------------

                                                 Title: President
                                                       ------------------------


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                            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                        .01
         Preferred               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.

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

                                           MEDIS TECHNOLOGIES LTD.



                                           By: /s/ HOWARD WEINGROW
                                             ---------------------
                                             Howard Weingrow
                                             President



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