<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>b413582_ex3-1.txt
<DESCRIPTION>EXHIBIT 3.1
<TEXT>
<PAGE>

                                                                     Exhibit 3.1

                          CERTIFICATE OF INCORPORATION
                                       OF
                                 FUEL TECH, INC.


1.   The name of the corporation is Fuel Tech, Inc.

2.   The corporation's original certificate of incorporation was filed on June
     19, 1987, under the name "Fuel-Tech N.V." in the Netherlands Antilles.

3.   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. The name of its registered agent at such address is
     The Corporation Trust Company.

4.   The nature of the business or purpose 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.

5.   The corporation shall have authority to issue the total number of Forty
     Million (40,000,000) shares of the par value of $0.01 per share, amounting
     in the aggregate to Four Hundred Thousand Dollars ($400,000.00), and of
     such shares Forty Million (40,000,000) shall be designated as common stock.

6.   In furtherance and not in limitation of the powers conferred by statute,
     the Board of Directors is expressly authorized to make, alter, amend,
     rescind or repeal the by-laws of the corporation.

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

8.   Meetings of stockholders may be held within or without the state of
     Delaware, as the by-laws may provide. The books of the corporation may be
     kept outside of the State of Delaware at such place or places as may be
     designed from time to time by the board of directors or in the by-laws of
     the corporation.

9.   (a)   A director of the corporation shall not be personally liable to the
           corporation or its stockholders for monetary damages for breach of
           fiduciary duty as a director except that this Article 9 shall not
           eliminate or limit a director's liability (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 Delaware General Corporation law, or (iv) for any
           transaction from which the director derived an improper personal
           benefit.

     (b)   If the Delaware General Corporation Law is amended after approval by
           the stockholders of this Article 9 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 from time to time.

     (c)   Any repeal or modification of this Article 9 shall not increase the
           personal liability of any director of this corporation for any act or
           occurrence taking place prior to such repeal or modification, or
           otherwise adversely affecting any right or protection of a director
           of the corporation existing at the time of such repeal or
           modification.


<PAGE>

10.  (a)   Except as otherwise provided below, the corporation shall, to the
           fullest extent permitted by law, indemnify each person who is, or
           shall have been, a director or officer of the corporation or who is
           or was a director or officer of the corporation and is serving, or
           shall have served, at the request of the corporation, as a director,
           officer, employee or agent of another organization or in any capacity
           with respect to any employee benefit plan of the corporation, against
           all liabilities and expenses (including judgments, fines, penalties,
           amounts paid or to be paid in settlement, and reasonable attorneys
           fees) imposed upon or incurred by any such person (the "Indemnitee")
           in connection with, or arising out of, the defense of disposition of
           any action, suit or other proceeding, whether civil or criminal, in
           which he may be a defendant or with which he may be threatened or
           otherwise involved, directly or indirectly, by reason of his being or
           having been such a director, officer, employee or agent or as a
           result of his serving or having served with respect to any such
           employee benefit plan; provided, however, that the corporation shall
           provide no indemnification with respect to any matter as to which any
           such Indemnitee shall be finally adjudicated in such action suit or
           proceeding not to have acted in good faith in the reasonable belief
           that his action was (i) in the best interests of the corporation or
           (ii) to the extent such matter relates to service with respect to an
           employee benefit plan, in the best interests of the participants or
           beneficiaries of such employee benefit plan; and, provided further,
           that, except as provided in section (c) of this Article 10, the
           corporation shall indemnify any such person seeking indemnification
           in connection with a proceeding initiated by such person only if such
           person was authorized to initiate such proceeding by the board of
           directors of the corporation. The right to indemnification conferred
           in this Article 10 shall be a contract right and, subject to Sections
           (c) and (i) of this Article 10, shall include the right to be paid by
           the corporation expenses incurred in defending any such proceeding in
           advance of its final disposition. The corporation may, by action of
           its board of directors, provide indemnification to employees and
           agents of the corporation with the same scope and effect as the
           foregoing indemnification of officers and directors.

     (b)   The right to indemnification conferred in this Article 10 shall
           include the right to be paid by the corporation for liabilities and
           expenses incurred in connection with the settlement or compromise of
           any such action, suit or proceeding, pursuant to a consent decree or
           otherwise, unless a determination is made, within thirty-five (35)
           days after receipt by the corporation of a written request by the
           Indemnitee for indemnification, that such settlement or compromise is
           not in the best interests of the corporation or, to the extent such
           matter related to service with respect to an employee benefit plan,
           that such settlement or compromise is not in the best interests of
           the participants or beneficiaries of such plan. Any such
           determination shall be made (i) by the board of directors of the
           corporation by a majority vote of a quorum consisting of
           disinterested directors, or (ii) if such quorum is not obtainable, by
           a majority of the disinterested directors then in office.
           Notwithstanding the foregoing, if there are less than two (2)
           disinterested directors of the corporation then in office, the board
           of directors shall promptly direct that independent legal counsel
           (who may be regular legal counsel to the corporation) determine,
           based on facts known to such counsel at such time, whether such
           Indemnitee acted in good faith in the reasonable belief that his
           action was in the best interests of the corporation or the
           participants or beneficiaries of any such employee benefit plan, as
           the case may be; and, in such event, indemnification shall be made to
           such Indemnitee unless, within thirty-five (35) days after receipt by
           the corporation of the request by such Indemnitee for
           indemnification, such independent legal counsel provides in a written
           opinion to the corporation that such Indemnitee did not act in good
           faith in the reasonable belief that his action was in the best
           interests of the corporation or the participants or beneficiaries of
           any such employee benefit plan, as the case may be.

     (c)   Any indemnification of a director or officer of the corporation under
           this Article 10, including any advance of expenses under Section (e)
           of this Article 10, shall be made promptly and, in any event, within
           thirty-five (35) days, upon the written request of the director or
           officer. If a determination by the corporation that the director or
           officer is entitled to indemnification pursuant to this Article 10 is
           required, and the corporation fails to respond within sixty (60) days
           to a written request for indemnity, the corporation shall be deemed
           to have approved the request. If the corporation denies a written
           request for indemnification or advancing of expenses, in whole or in
           part, or if payment in full pursuant to such request is not made
           within thirty-five (35) days, the right to indemnification or
           advances as granted by this Article 10 shall be enforceable by the
           director or officer in any court of competent jurisdiction. Such
           person's costs and expenses incurred in such action shall also be
           indemnified by the corporation if such person prevails in such
           action. It shall be a defense to any such action (other than an
           action to enforce a claim for expenses incurred in defending any
           proceeding in advance of its final disposition where the required
           undertaking, if any, has been tendered to the corporation) that the
           claimant has not met the standards of conduct which make it
           permissible under the General Corporation Law of the State of
           Delaware for the corporation to indemnify the claimant for the amount
           claimed but the burden of such defense shall be on the corporation.
           Neither the failure of the corporation (including its board of
           directors, independent legal counsel, or its stockholders) to have
           made a determination prior to the commencement of such action that
           indemnification of the claimant is proper in the circumstances
           because he has met the applicable standard of conduct set forth in
           the General Corporation Law of the State of Delaware, nor an actual
           determination by the corporation (including its board of directors,
           independent legal counsel, or its stockholders) that the claimant has
           not met such applicable standard of conduct, shall be a defense to
           the action or create a presumption that the claimant has not met the
           applicable standard of conduct.


                                       2
<PAGE>

     (d)   As a condition precedent to his right to be indemnified, the
           Indemnitee must give the corporation notice in writing as soon as
           practicable of any action, suit or proceeding involving him for which
           indemnity will or could be sought. With respect to any action, suit
           or proceeding of which the corporation is notified, the corporation
           will be entitled to participate therein at its own expense and/or to
           assume the defense thereof at its own expense, with legal counsel
           reasonably acceptable to such Indemnitee. After notice from the
           corporation to the Indemnitee of its election to assume such defense,
           the corporation shall not be liable to such Indemnitee for any legal
           or other expenses subsequently incurred by such Indemnitee in
           connection with such claim, but the fees and expense of such counsel
           incurred after notice from the corporation of its assumption of the
           defense thereof shall be at the expense of the Indemnitee unless (i)
           the employment of counsel by the Indemnitee has been authorized by
           the corporation, (ii) counsel to the Indemnitee shall have reasonably
           concluded that there may be a conflict of interest or position on any
           significant issue between the corporation and the Indemnitee in the
           conduct of the defense of such action or (iii) the corporation shall
           not in fact have employed counsel to assume the defense of such
           action, in each of which cases, the fees and expenses of counsel for
           the Indemnitee shall be at the expense of the corporation, except as
           otherwise expressly provided by this Article. The corporation shall
           not be entitled to assume the defense of any claim brought by or on
           behalf of the corporation or as to which counsel for the Indemnitee
           shall have reasonably made the conclusion provided for in (ii) above.

     (e)   Subject to paragraph 10(c) above, the right to indemnification
           referred to in this Article shall include the right to be paid by the
           corporation for expenses (including reasonable attorneys' fees)
           incurred in defending a civil or criminal action, suit or proceeding
           in advance of its final disposition, subject to receipt of an
           undertaking by the Indemnitee to repay such payment if it is
           ultimately determined that the Indemnitee is not entitled to
           indemnification under this Article. Such undertaking may be accepted
           without reference to the financial ability of such Indemnitee to make
           such repayment. Notwithstanding the foregoing, no advance shall be
           made by the corporation under this paragraph (d) if a determination
           is reasonably and promptly made by the board of directors by a
           majority vote of a quorum consisting of disinterested directors or,
           if such quorum is not obtainable, by a majority of the disinterested
           directors of the corporation then in office or, if there are not at
           least two disinterested directors then in office, by independent
           legal counsel (who may be regular legal counsel to the corporation)
           in written opinion that, based on facts known to the board of
           directors or counsel at such time, such Indemnitee did not act in
           good faith in the reasonable belief that his action was in the best
           interests of the corporation or the participants or beneficiaries of
           an employee benefit plan of the corporation, as the case may be.

     (f)   If an Indemnitee is entitled under any provision of this Article to
           indemnification by the corporation of some or a portion of the
           liabilities or expenses imposed upon or incurred by such Indemnitee
           in the investigation, defense, appeal or settlement of any action,
           suit or proceeding but not, however, for the total amount thereof,
           the corporation shall nevertheless indemnify the Indemnitee for the
           portion of such liabilities or expenses to which such Indemnitee is
           entitled.

     (g)   The right to indemnification and the payment of expenses incurred in
           defending any action, suit or proceeding in advance of its final
           disposition conferred in this Article shall not be exclusive of any
           other right which any person may have or thereafter acquire under any
           statute, provision of the articles of incorporation, by-laws,
           agreement, vote of stockholders or board of directors or otherwise.
           Without limiting the generality of the foregoing, the corporation,
           acting through its board of directors, may enter into agreements with
           any director or employee of the corporation providing for
           indemnification rights equivalent to or greater than the
           indemnification rights set forth in this Article.


                                       3
<PAGE>

     (h)   The corporation may purchase and maintain insurance, at its expense,
           to protect itself and any director or employee of the corporation or
           another organization or employee benefit plan against any expense or
           liability incurred by him or it in any such capacity, or arising out
           of the status as such.

     (i)   The corporation's obligation to provide indemnification under this
           Article shall be offset to the extent of any other source of
           indemnification or any otherwise applicable insurance coverage under
           a policy maintained by the corporation or any other person.

     (j)   Without the consent of a person entitled to the indemnification and
           other rights provided in this Article, no amendment modifying or
           terminating such rights shall adversely affect such person's rights
           under this Article with respect to the period prior to such
           amendment.

     (k)   If this Article or any portion thereof shall be invalidated on any
           ground by any court of competent jurisdiction, then the corporation
           shall nevertheless indemnify each Indemnitee as to any liabilities
           and expenses with respect to any action, suit or proceeding to the
           full extent permitted by any applicable portion of this Article that
           shall not have been invalidated and to the full extent permitted by
           applicable law.

     (l)   As used in this Article, the terms "director," "officer," "employee,"
           "agent," and "person" include their respective successors, heirs,
           executors, administrators and legal representatives and an
           "interested" director is one against whom in such capacity the
           proceedings in question or another proceeding on the same or similar
           grounds is then pending.

11.  The corporation reserves the right to amend, alter, change or repeal any
     provision contained in this certificate of incorporation, in the manner now
     or hereafter prescribed by statute, and all rights conferred upon
     stockholders herein are granted subject to this reservation.

     THE UNDERSIGNED duly authorized officer of the corporation does hereby set
his hand this ______ day of ______, 2006.


                                         -------------------------
                                         Incorporator


                                       4

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</DOCUMENT>
