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                                                                    Exhibit 3.01

                          CERTIFICATE OF INCORPORATION

                                       OF

                         ENVIRONMENTAL POWER CORPORATION

                               * * * * * * * * * *

         FIRST.      The name of the corporation is Environmental Power
Corporation.

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

         THIRD.      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.

         FOURTH.     The total number of shares of all classes of capital stock
which the corporation shall have authority to issue is 21,000,000 shares,
comprised of 20,000,000 shares of Common Stock with a par value of One Cent
($.01) per share (the "Common Stock") and 1,000,000 shares of Preferred Stock
with a par value of One Cent ($.01) per share (the "Preferred Stock").

         A description of the respective classes of stock and a statement of the
designations, preferences, voting powers (or no voting powers), relative,
participating, optional or other special rights and privileges and the
qualifications, limitations and restrictions of the Preferred Stock and Common
Stock are as follows:

         A.       PREFERRED STOCK
                  ---------------

                  The Preferred Stock may be issued in one or more series at
such time or times and for such consideration or considerations as the board of
directors may determine. Each series shall be so designated as to distinguish
the shares thereof from the shares of all other series and classes.

         The board of directors is expressly authorized, subject to the
limitations prescribed by law and the provisions of this Certificate of
incorporation, to provide for the issuance of all or any shares of the Preferred
Stock in one or more series, each with such designations, preferences, voting
powers (or no voting powers), relative, participating, optional or other special
rights and privileges and such qualifications, limitations or restrictions
thereof as shall be stated in the resolution or resolutions adopted by the board
of directors to create such series, and a certificate of said resolution or
resolutions shall be filed in accordance with the General Corporation Law of the
State of Delaware. The authority of the board of directors with respect to each
such series shall include without limitation of the foregoing the right to
provide that the shares of each such series may be: (i) subject to redemption,
at the option of either the holder or the corporation or upon the happening of a
specified event, at such time or times and at such price or prices; (ii)
entitled to receive dividends (which may be cumulative or non-cumulative) at
such rates, on

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such conditions, and at such times, and payable in preference to, or in such
relation to, the dividends payable on any other class or classes or any other
series; (iii) entitled to such rights upon the dissolution of, or upon any
distribution of the assets of, the corporation; (iv) convertible into, or
exchangeable for, at the option of either the holder or the corporation or upon
the happening of a specified event, shares of any other class or classes of
stock, 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, if any; (v) entitled to the benefit of such
limitations, if any, on the issuance of additional shares of such series or
shares of any other series of Preferred Stock; or (vi) entitled to such other
preferences, powers, qualifications, rights and privileges, all as the board of
directors may deem advisable and as are not inconsistent with law and the
provisions of this Certificate of Incorporation.

         B.       COMMON STOCK
                  ------------

         1        Relative Rights of Preferred Stock and Common Stock. All
                  ---------------------------------------------------
preferences, voting powers, relative, participating, optional or other special
rights and privileges, and qualifications, limitations, or restrictions of the
Common Stock are expressly made subject and subordinate to those that may be
fixed with respect to any shares of the Preferred Stock.

         2        Voting Rights. Except as otherwise required by law or this
                  -------------
Certificate of Incorporation, each holder of Common Stock shall have one vote
in respect of each share of stock held by him of record on the books of the
corporation for the election of directors and on all matters submitted to a
vote of stockholders of the corporation.

         3        Dividends. Subject to the preferential rights of the Preferred
                  ---------
Stock, the holders of shares of Common Stock shall be entitled to receive, when
and if declared by the board of directors, out of the assets of the corporation
which are by law available therefor, dividends payable either in cash, in
property or in shares of capital stock.

         4        Dissolution, Liquidation or Winding Up. In the event of any
                  --------------------------------------
dissolution, liquidation or winding up of the affairs of the corporation, after
distribution in full of the preferential amounts, if any, to be distributed to
the holders of shares of the Preferred Stock, holders of Common Stock shall be
entitled, unless otherwise provided by law or this Certificate of
Incorporation, to receive all of the remaining assets of the corporation of
whatever kind available for distribution to stockholders ratably in proportion
to the number of shares of Common Stock held by them respectively.

         FIFTH.      The name and mailing address of the sole incorporator is as
follows:

         Name                                   Mailing Address
         ----                                   ---------------

         Dennis R. Shaughnessy, Esq.            Testa, Hurwitz & Thibeault
                                                Exchange Place
                                                53 State Street
                                                Boston, MA 02109

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         SIXTH.      The corporation is to have perpetual existence.

         SEVENTH.    In furtherance and not in limitation of the powers
conferred by the laws of the State of Delaware:

         A.       The board of directors of the corporation is expressly
authorized to adopt, amend or repeal the by-laws of the corporation.

         B.       Elections of directors need not be by written ballot unless
the by-laws of the corporation shall so provide.

         C.       The books of the corporation may be kept at such place within
or without the State of Delaware as the by-laws of the corporation may provide
or as may be designated from time to time by the board of directors of the
corporation.

         EIGHTH.     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 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.

         NINTH.      The corporation eliminates the personal liability of each
member of its board of directors to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that the
foregoing shall not eliminate the liability of a director (i) for any breach of
such 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 Title 8 of the
Delaware Code or (iv) for any transaction from which such director derived an
improper personal benefit.

         TENTH.      The corporation reserves the right to amend or repeal any
provision contained in this Certificate of incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon a stockholder
herein are granted subject to this reservation.

         I, THE UNDERSIGNED, being the sole incorporator hereinabove named, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, do

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make this certificate, hereby declaring and certifying that this is my act and
deed and the facts herein stated are true, and accordingly have hereunto set my
hand this 20th day of August, 1986.

                                                    /s/ Dennis R. Shaughnessy,
                                                   ----------------------------
                                                   Dennis R. Shaughnessy, Esq.

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