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                                   Exhibit 3.1

                      Restated Certificate of Incorporation

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                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                         LITHIUM TECHNOLOGY CORPORATION

     LITHIUM TECHNOLOGY CORPORATION, a corporation organized and existing under
the laws of the State of Delaware, hereby certifies as follows:

     1.   The name of the corporation is Lithium Technology Corporation. Lithium
Technology Corporation was originally incorporated under the same name, and the
original Certificate of Incorporation of the corporation was filed with the
Secretary of State of the State of Delaware on December 28, 1995.

     2.   This Restated Certificate of Incorporation was duly adopted in
accordance with Section 245 of the General Corporation Law of the State of
Delaware the ("DGCL").

     3.   This Restated Certificate of Incorporation only restates and
integrates the provisions of the Certificate of Incorporation of this
Corporation as heretofore amended or supplemented and does not further amend the
provisions thereof. There is no discrepancy between those provisions and the
provisions of this Restated Certificate of Incorporation.

     4.   The text of the 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 LITHIUM TECHNOLOGY CORPORATION.

     SECOND:   The address of the Corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New
Castle County, Delaware 19801. The name of its registered agent at such address
is The Corporation Trust Company.

     THIRD:    The purpose for which the Corporation is organized 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 stock which the Corporation shall
have authority to issue is 125,100,000 shares, composed of 125,000,000 shares of
common stock, par value $0.01 per share ("Common Stock"), and 100,000 shares of
preferred stock, par value $0.01 per share ("Preferred Stock").

     (1)  Shares of Preferred Stock may be issued from time to time in one or
more series, each such series to have distinctive serial designations, as shall
hereafter be determined in the resolution or resolutions providing for the issue
of such Preferred Stock from time to time adopted by the Board of Directors
pursuant to authority to do so which is hereby vested in the Board of Directors.

     (2)  Each series of Preferred Stock

          (i)    may have such number of shares;

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          (ii)   may have such voting powers, full or limited, or may be without
                 voting powers;

          (iii)  may be subject to redemption at such time or times and at such
                 prices;

          (iv)   may be entitled to receive dividends (which may be cumulative
                 or noncumulative) at such rate or rates, on such conditions,
                 from such date or dates, and at such times, and payable in
                 preference to, or in such relation to, the dividends payable on
                 any other class or classes or series of stock;

          (v)    may have such rights upon the dissolution of, or upon any
                 distribution of the assets of, the Corporation;

          (vi)   may be made convertible into, or exchangeable for, shares of
                 any other class or classes or of any other series of the same
                 or any other class or classes of stock of the Corporation at
                 such price or prices or at such rates of exchange, and with
                 such adjustments;

          (vii)  may be entitled to the benefit of a sinking fund or purchase
                 fund to be applied to the purchase or redemption of shares of
                 such series in such amount or amounts;

          (viii) may be entitled to the benefit of conditions and restrictions
                 upon the creation of indebtedness of the Corporation or any
                 subsidiary, upon the issue of any additional stock (including
                 additional shares of such series or of any other series) and
                 upon the payments of dividends or the making of other
                 distributions on, and the purchase, redemption or other
                 acquisition by the Corporation or any subsidiary of any
                 outstanding stock of the Corporation; and

          (ix)   may have such other relative, participating, optional or other
                 special rights, and qualifications, limitations, or
                 restrictions thereof;

all as shall be stated in said resolution or resolutions of the Board of
Directors providing for the issue of such Preferred Stock. Except where
otherwise set forth in the resolution or resolutions adopted by the Board of
Directors providing for the issue of any series of Preferred Stock, the number
of shares constituting such series may be increased or decreased (but not below
the number of shares then outstanding) from time to time by like action of the
Board of Directors.

     (3)  Shares of any series of Preferred Stock which have been redeemed
(whether through the operation of a sinking fund or otherwise) or purchased by
the Corporation or which, if convertible or exchangeable, have been converted
into or exchanged for shares of stock of any other class or classes shall have
the status of

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authorized and unissued shares of Preferred Stock any may be reissued as part of
the series of which they were originally a part or may be reclassified and
reissued as part of a new series of Preferred Stock to be created by resolution
or resolutions of the Board of Directors or as part of any other series of
Preferred Stock, all subject to the conditions or restrictions on issuance set
forth in the resolution or resolutions adopted by the Board of Directors
providing for the issue of any series of Preferred Stock and to any filing
required by law.

     (4)  Except as otherwise provided by law or by the resolution or
resolutions of the Board of Directors providing for the issue of any series of
the Preferred Stock, the Common Stock shall have the exclusive right to vote for
the election of Directors and for all other purposes, each holder of the Common
Stock being entitled to one vote for each share held.

          Subject to all of the rights of the Preferred Stock or any series
thereof, the holders of the Common Stock shall be entitled to receive, when, as
and if declared by the Board of Directors, out of funds legally available
therefor, dividends payable in cash, stock or otherwise.

          Upon any liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary, and after the holders of the Preferred Stock
of each series shall have been paid in full the amounts to which they
respectively shall be entitled, or a sum sufficient for such payment in full
shall have been set aside, the remaining net assets of the Corporation shall be
distributed pro rata to the holders of the Common Stock in accordance with their
respective rights and interest, to the exclusion of the holders of the Preferred
Stock.

     (5)  Designation of The Series A Preferred Stock.

               1.   Certain Defined Terms, Etc. In addition to the terms defined
     elsewhere herein, certain capitalized terms used in this Article FOURTH
     have the meanings given to them in Section 10. References in this Article
     FOURTH to Sections are, unless otherwise stated, references to Sections
     herein.

               2.   Designation. Of the one hundred thousand (100,000) shares of
     Preferred Stock, par value $.01 per share, that the Corporation is
     authorized to issue, all one hundred thousand (100,000) shares (including
     (i) the eleven thousand (11,000) shares of Preferred Stock previously
     designated as Series A Preferred Stock by a Certificate of Designation
     filed on March 14, 2000, (ii) the two thousand six hundred ten (2,610)
     shares of Preferred Stock previously designated as Series B Preferred Stock
     by a Certificate of Designation filed on February 7, 1996 and (iii) the ten
     thousand (10,000) shares of Preferred Stock previously designated as Series
     C Preferred Stock by a Certificate of Designation filed on February 7,
     1996, none of which have been issued) are hereby designated as "Series A
     Preferred Stock" having the powers, preferences and relative participating,
     optional and other special rights and the qualifications, limitations and
     restrictions set forth in this Article FOURTH (the "Series A Preferred").

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               3.   Dividends and Distributions. The Series A Preferred shall be
     entitled to receive dividends and distributions, at the same time and in
     the same manner as the Common Stock, and in an amount per share equal to
     the amount per share that the shares of Common Stock into which such Series
     A Preferred are convertible would have been entitled to receive if such
     Series A Preferred had been so converted into Common Stock as of the record
     date established for determining holders entitled to dividends, or if no
     such record date is established, as of the time of declaration of any such
     dividend or distribution.

               4.   Voting Rights. (a) The Series A Preferred will have the
     right to vote or consent in writing as set forth in this Section 4.

               (b)  In addition to the voting rights provided by Section 4(c),
     as long as any shares of Series A Preferred are outstanding, the
     affirmative vote or consent of the holders of two-thirds of the
     then-outstanding shares of Series A Preferred, voting as a separate class,
     will be required in order for the Corporation to:

                    (i)    amend, alter or repeal, whether by merger,
                    consolidation or otherwise, the terms of this Article FOURTH
                    or any other provision of the Charter or Bylaws of the
                    Corporation (the "Bylaws"), in any way that adversely
                    affects any of the powers, designations, preferences and
                    relative, participating, optional and other special rights
                    of the Series A Preferred, and the qualifications,
                    limitations or restrictions thereof;

                    (ii)   issue any shares of capital stock ranking prior or
                    superior to, or on parity with, the Series A Preferred;

                    (iii)  subdivide or otherwise change shares of Series A
                    Preferred into a different number of shares whether in a
                    merger, consolidation, combination, recapitalization,
                    reorganization or otherwise (whether or not any provision of
                    Section 7 is applicable to such transaction); or

                    (iv)   issue any shares of Series A Preferred other than in
                    accordance with this Article FOURTH.

               (c)  The Series A Preferred shall be entitled to vote or consent
     (by written consent or otherwise) together with the Common Stock on all
     matters submitted to a vote of the Common Stock, except as otherwise
     provided by the DGCL.

               (d)  On all matters as to which shares of Common Stock or shares
     of Series A Preferred are entitled to vote or consent (by written consent
     or otherwise), each share of Series A Preferred will be entitled to the
     number of votes (rounded up to the nearest whole number) that the Common
     Stock into

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     which it is convertible would have if such Series A Preferred had been so
     converted into Common Stock as of the record date established for
     determining holders entitled to vote, or if no such record date is
     established, as of the time of any vote or consent (by written consent or
     otherwise) of stockholders of the Corporation. Each share of Series A
     Preferred shall initially be entitled to the number of votes that
     1,113.40524 shares of Common Stock would have, subject to adjustment as
     provided in Section 7.

               (e)  Notwithstanding any other provision of the Charter or
     Bylaws, the holders of a majority, or greater number if so required by the
     Charter or the DGCL, of the then-outstanding Series A Preferred may consent
     in writing to any matter for which a class vote is contemplated, which
     written consent when so executed by the holders of a majority, or such
     greater number required, of the then-outstanding Series A Preferred will be
     deemed, subject to applicable Delaware law, to satisfy the applicable
     voting requirements.

               5.   Reacquired Shares. Any shares of Series A Preferred that are
     converted, purchased or otherwise acquired by the Corporation in any manner
     whatsoever shall be retired and canceled promptly after the acquisition
     thereof. None of such shares of Series A Preferred shall be reissued by the
     Corporation.

               6.   Liquidation, Dissolution or Winding Up. Upon any
     liquidation, dissolution or winding up of the Corporation, the holders of
     shares of Series A Preferred shall be entitled to receive the same
     distribution paid to the holders of Common Stock, on an as-converted basis.
     Neither a consolidation or merger of the Corporation with another
     corporation or other legal entity, nor a sale or transfer of all or part of
     the Corporation's assets for cash, securities or other property will be
     considered a liquidation, dissolution or winding up of the Corporation for
     purposes of this Section 6.

               7.   Conversion. (a) Automatic Conversion. Each share of the
     Series A Preferred will automatically be converted into 1,113.40524 fully
     paid and nonassessable shares of Common Stock, subject to adjustment as
     described below, one year following the authorization and reservation of a
     sufficient number of shares of Common Stock by all requisite action by the
     Corporation, including action by the Board and by the shareholders of the
     Corporation, to provide for the conversion of all outstanding shares of
     Series A Preferred into fully paid and nonassessable shares of Common
     Stock.

               (b)  Optional Conversion. Each share of the Series A Preferred
     will be convertible at the option of the holder thereof into 1,113.40524
     fully paid and non-assessable shares of Common Stock, subject to adjustment
     as described below, at any time or from time to time following the
     authorization and reservation of a sufficient number of shares of Common
     Stock by all requisite action by the Corporation, including action by the
     Board and by the shareholders of the Corporation, to provide for the

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     conversion of all outstanding shares of Series A Preferred into fully paid
     and non- assessable shares of Common Stock.

               (c) Mechanics of Automatic Conversion. Upon automatic conversion
     as set forth in Section 7(a), the Series A Preferred shall be eliminated,
     and thereafter all shares of Series A Preferred shall become and be known
     as shares of "Common Stock" without further action or exchange on the part
     of the holders thereof. The holder of any certificate for Series A
     Preferred shall be entitled to request and to receive promptly from the
     Corporation a certificate or certificates setting forth the number of
     shares of Common Stock into which such Series A Preferred converted, by
     delivering a written notice to the attention of the Secretary or Treasurer
     of the Corporation at the Corporation's principal place of business of its
     desire to receive such replacement certificate or certificates, specifying
     the number of shares of Series A Preferred that have been so converted and
     the holder's calculation of the Conversion Rate. In the event of any
     disagreement between the Corporation and the holder as to the correct
     Conversion Rate, the Conversion Rate will be finally determined by an
     investment banking or brokerage firm with no material prior or current
     relationship with the Corporation or any of its subsidiaries selected by
     the Board in good faith, the fees and expenses of which will be paid by the
     Corporation. The Corporation will, promptly upon receipt of all
     certificates representing Series A Preferred as have been issued to such
     holder that have been converted, issue a certificate or certificates
     registering the appropriate number of shares of Common Stock to such
     holder.

               (d) Mechanics of Optional Conversion. The holder of any
     certificate for Series A Preferred shall be entitled to request conversion
     of all or part of its Series A Preferred at any time or from time to time
     as provided in Section 7(b), by delivering a written notice to the
     attention of the Secretary or Treasurer of the Corporation at the
     Corporation's principal place of business of its desire to convert its
     Series A Preferred and receive a replacement certificate or certificates
     therefor, specifying the number of shares of Series A Preferred to be so
     converted and the holder's calculation of the Conversion Rate. In the event
     of any disagreement between the Corporation and the holder as to the
     correct Conversion Rate, the Conversion Rate will be finally determined by
     an investment banking or brokerage firm with no material prior or current
     relationship with the

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     Corporation or any of its subsidiaries selected by the Board in good faith,
     the fees and expenses of which will be paid by the Corporation. The
     Corporation will, promptly upon receipt of all certificates representing
     Series A Preferred of such holder that are to be converted, issue a
     certificate or certificates registering the appropriate number of shares of
     Common Stock to such holder. Upon optional conversion as set forth in
     Section 7(b), the shares of Series A Preferred so converted shall be
     eliminated, and thereafter such shares of Series A Preferred shall become
     and be known as shares of "Common Stock" without further action on the part
     of the holder thereof.

               (e)  Adjustment for Subdivisions or Combinations of Common Stock.
     In the event that the Corporation at any time or from time to time after
     the issuance of the Series A Preferred effects a subdivision, dividend
     payable in shares of capital stock, combination or other similar
     transaction of its outstanding Common Stock into a greater or lesser number
     of shares, then and in each such event the Conversion Rate will be
     increased or decreased proportionately.

               (f)  Reorganization, Merger, Consolidation or Sale of Assets. If
     at any time or from time to time there shall be a capital reorganization of
     the Common Stock (other than a subdivision, combination, or dividend
     payable in shares provided for elsewhere in this Section 7) or a merger or
     consolidation of the Corporation with or into another corporation or other
     legal entity, or the sale of all or substantially all of the Corporation's
     properties and assets to any other Person which is effected so that holders
     of Common Stock are entitled to receive (either directly or upon subsequent
     liquidation) stock, securities or assets with respect to or in exchange for
     Common Stock, then as a part of such capital reorganization, merger,
     consolidation or sale, proper provision will be made so that each holder of
     Series A Preferred will thereafter be entitled to receive upon conversion
     of the Series A Preferred the same number of shares of stock, securities or
     assets of the Corporation, or of the successor corporation or other legal
     entity resulting from such merger or consolidation or sale, which such
     holder would have been entitled to receive on such capital reorganization,
     merger, consolidation or sale if such holder's Series A Preferred had been
     converted into Common Stock immediately prior to the record date
     established for determining holders entitled to such distribution, or if no
     such record date is established, as of the time of such transaction. In any
     such case, appropriate adjustment will be made in the application of the
     provisions of this Section 7(f) with respect to the rights of the holders
     of the Series A Preferred after the reorganization, merger, consolidation
     or sale to the end that the provisions of this Section 7(f) (including
     adjustment of the Conversion Rate then in effect) will be applicable after
     that event as nearly equivalent as may be practicable. This provision will
     apply to successive capital reorganizations, mergers, consolidations or
     sales. Nothing herein will diminish or otherwise offset the rights of the
     Series A Preferred under Section 4(b).

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               (g)  Rights Offering. If at any time or from time to time the
     Corporation shall offer to any of the holders of Common Stock any right,
     option or warrant to acquire additional shares of capital stock of the
     Corporation, then each holder of a share of Series A Preferred
     then-outstanding will be entitled to receive rights, options or warrants to
     acquire such number of additional shares of capital stock of the
     Corporation as such holder would have been entitled to receive had such
     holder's Series A Preferred been converted into Common Stock immediately
     prior to the record date for the offering of such rights, options or
     warrants, at the Conversion Rate then in effect.

               (h)  No Adjustment. No adjustment to the Conversion Rate will be
     made if such adjustment would result in a change in the Conversion Rate of
     less than 0.001%. Any adjustment of less than 0.001% which is not made will
     be carried forward and will be made at the time of and together with any
     subsequent adjustment which, on a cumulative basis, amounts to an
     adjustment of 0.001% or more in the Conversion Rate.

               (i)  Certificate as to Adjustments. Upon the occurrence of each
     adjustment or readjustment of the Conversion Rate pursuant to this Section
     7, the Corporation at its expense will promptly compute such adjustment or
     readjustment in accordance with the terms hereof and cause independent
     public accountants selected by the Corporation to verify such computation
     and prepare and furnish to each holder of Series A Preferred a certificate
     setting forth such adjustment or readjustment and showing in detail the
     facts upon which such adjustment or readjustment is based. The Corporation
     will, upon the written request at any time of any holder of Series A
     Preferred, furnish or cause to be furnished to such holder a like
     certificate setting forth (i) such adjustments and readjustments, (ii) the
     Conversion Rate at that time in effect, and (iii) the amount, if any, of
     other property which at that time would be received upon the conversion of
     Series A Preferred.

               (j)  Reservation of Stock Issuable Upon Conversion. The
     Corporation will at all times reserve and keep available out of its
     authorized but unissued shares of Common Stock solely for the purpose of
     effecting the conversion of the shares of the Series A Preferred, such
     number of its shares of Common Stock as will from time to time be
     sufficient to effect the conversion of all then-outstanding shares of the
     Series A Preferred; and if at any time the number of authorized but
     unissued shares of Common Stock will not be sufficient to effect the
     conversion of all then-outstanding shares of the Series A Preferred, the
     Corporation will take such corporate action as may, in the opinion of its
     counsel, be necessary to increase its authorized but unissued shares of
     Common Stock to such number of shares as will be sufficient for such
     purpose.

               8.   Rank. The Series A Preferred will rank on a parity with the
     Common Stock as to any distributions or upon liquidation, dissolution or
     winding up.

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               9.   Notice to Holders. Any notice given by the Corporation to
     holders of record of Series A Preferred will be effective if addressed to
     such holders at their last addresses as shown on the stock books of the
     Corporation and deposited in the U.S. mail, sent first-class, and will be
     conclusively presumed to have been duly given, whether or not the holder of
     the Series A Preferred receives such notice.

               10.  Certain Defined Terms. In addition to the terms defined
     elsewhere in this Article FOURTH, the following terms will have the
     following meanings when used herein with initial capital letters:

          "Conversion Rate" means the number of shares of Common Stock into
          which each share of Series A Preferred may be converted; and "Person"
          means any individual, firm, corporation or other entity and includes
          any successor (whether by merger or otherwise) of such entity.


     FIFTH:    In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors of the Corporation is authorized to adopt, amend
or repeal the By-Laws of the Corporation.

     SIXTH:    Election of directors of the Corporation need not be by ballot
unless the By-Laws so require.

     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 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 the Corporation, as the case may be,
and also on the Corporation.

     EIGHTH:   To the fullest extent that the General Corporation Law of the
State of Delaware as it exists on the date hereof or as it may hereafter be
amended permits the limitation or elimination of the liability of directors, no
director of the Corporation shall

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be liable to the Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director. No amendment to this Certificate of
Incorporation, directly or indirectly by merger, consolidation or otherwise,
having the effect of amending or repealing any of the provisions of this ARTICLE
EIGHTH 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 or repeal, unless such
amendment shall have the effect of further limiting or eliminating such
liability.

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

     IN WITNESS WHEREOF, Lithium Technology Corporation has caused this Restated
Certificate of Incorporation to be signed by David J. Cade, its authorized
officer, this 14th day of April, 2003.

                                                /s/ David J. Cade
                                                ----------------------------
                                                David J. Cade, Chairman and
                                                Chief Executive Officer