<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>dex31.txt
<DESCRIPTION>AMENDED AND RESTATED ARTICLES OF INCORPORATION
<TEXT>

<PAGE>

                                                                     Exhibit 3.1

                           OPTICAL CABLE CORPORATION

                              AMENDED AND RESTATED
                           ARTICLES OF INCORPORATION

                                   ARTICLE I

                                      Name

   The name of the corporation is Optical Cable Corporation (the
"Corporation").

                                   ARTICLE II

                                    Purpose

   The Corporation is organized to engage in the development, manufacture and
sale of optical fiber cables, specialty cables and cable assemblies. In
addition, the Corporation shall have the power to engage in any lawful business
not required by the Virginia Stock Corporation Act to be stated in the Articles
of Incorporation.

                                  ARTICLE III

                               Authorized Shares

   3.1 Number and Designation. The aggregate number and designation of shares
that the Corporation shall have authority to issue are as follows:

<TABLE>
<CAPTION>
                                                                      Number of
   Class                                                               Shares
   -----                                                             -----------
   <S>                                                               <C>
   Preferred, no par value..........................................   1,000,000
   Common, no par value............................................. 100,000,000
</TABLE>


   3.2 Preemptive Rights. No holder of outstanding shares shall have any
preemptive right with respect to (i) any shares of any class of the
Corporation, whether now or hereafter authorized, (ii) any warrants, rights or
options to purchase any such shares, or (iii) any obligations convertible into
any such shares or into warrants, rights or options to purchase any such
shares.

                                   ARTICLE IV

                                Preferred Shares

   4.1 Issuance in Series. (a) The Board of Directors is authorized to issue
Preferred Shares from time to time in one or more series and to provide for the
designation, preferences, limitations and relative rights of the shares of each
series by the adoption of Articles of Amendment to the Articles of
Incorporation of the Corporation setting forth:

     (i) The maximum number of shares in the series and the designation of
  the series, which designation shall distinguish the shares thereof from the
  shares of any other series or class;

     (ii) Whether shares of the series shall have special, conditional or
  limited voting rights, or no right to vote, except to the extent prohibited
  by law;

     (iii) Whether shares of the series are redeemable or convertible (x) at
  the option of the Corporation, a shareholder or another person or upon the
  occurrence of a designated event, (y) for cash, indebtedness, securities or
  other property, and (z) in a designated amount or in an amount determined
  in accordance with a designated formula or by reference to extrinsic data
  or events;

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     (iv) Any right of holders of shares of the series to distributions,
  calculated in any manner, including the rate or rates of dividends, and
  whether dividends shall be cumulative, noncumulative or partially
  cumulative;

     (v) The amount payable upon the shares of the series in the event of
  voluntary or involuntary liquidation, dissolution or winding up of the
  affairs of the Corporation; and

     (vi) Any other preferences, limitations or specified rights (including a
  right that no transaction of a specified nature shall be consummated while
  any shares of such series remain outstanding except upon the assent of all
  or a specified portion of such shares) now or hereafter permitted by the
  laws of the Commonwealth of Virginia and not inconsistent with the
  provisions of this Section 4.1.

   (b) All Preferred Shares, regardless of series, shall rank on a parity with
all other Preferred Stock as to dividends (whether or not the dividend rates or
payment dates are different) and as to rights in the liquidation, dissolution
or winding up of affairs of the Corporation (whether or not the redemption or
liquidation prices are different).

   4.2 Articles of Amendment. Before the issuance of any shares of a series,
Articles of Amendment establishing such series shall be filed with and made
effective by the State Corporation Commission of Virginia, as required by law.

                                   ARTICLE V

                                 Common Shares

   5.1 Voting Rights. The holders of outstanding Common Shares shall, to the
exclusion of the holders of any other class of shares of the Corporation, have
the sole power to vote for the election of directors and for all other purposes
without limitation, except (i) as otherwise provided in the Articles of
Amendment establishing any series of Preferred Shares or (ii) as may be
required by law.

   5.2 Distributions. Subject to the rights of the holders of shares, if any,
ranking senior to the Common Shares as to dividends or rights in the
liquidation, dissolution or winding up of the affairs of the Corporation, the
holders of the Common Shares shall be entitled to distributions, including
dividends, when declared by the Board of Directors and to the net assets of the
Corporation upon the liquidation, dissolution or winding up of the affairs of
the Corporation.

                                   ARTICLE VI

                     Limit on Liability and Indemnification

   6.1 Definitions. For purposes of this Article the following definitions
shall apply:

     (i) "Corporation" means this Corporation only and no predecessor entity
  or other legal entity;

     (ii) "expenses" include counsel fees, expert witness fees, and costs of
  investigation, litigation and appeal, as well as any amounts expended in
  asserting a claim for indemnification;

     (iii) "liability" means the obligation to pay a judgment, settlement,
  penalty, fine, or other such obligation, including, without limitation, any
  excise tax assessed with respect to an employee benefit plan;

     (iv) "legal entity" means a corporation, partnership, joint venture,
  trust, employee benefit plan or other enterprise;

     (v) "predecessor entity" means a legal entity the existence of which
  ceased upon its acquisition by the Corporation in a merger or otherwise;
  and

     (vi) "proceeding" means any threatened, pending, or completed action,
  suit, proceeding or appeal whether civil, criminal, administrative or
  investigative and whether formal or informal.

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   6.2 Limit on Liability. In every instance in which the Virginia Stock
Corporation Act, as it exists on the date hereof or may hereafter be amended,
permits the limitation or elimination of liability of directors or officers of
a corporation to the corporation or its shareholders, the directors and
officers of this Corporation shall not be liable to the Corporation or its
shareholders.

   6.3 Indemnification of Directors and Officers. The Corporation shall
indemnify any individual who is, was or is threatened to be made a party to a
proceeding (including a proceeding by or in the right of the Corporation)
because such individual is or was a director or officer of the Corporation or
because such individual is or was serving the Corporation, or any other legal
entity in any capacity at the request of the Corporation while a director or
officer of the Corporation, against all liabilities and reasonable expenses
incurred in the proceeding except such liabilities and expenses as are incurred
because of such individual's willful misconduct or knowing violation of the
criminal law. Service as a director or officer of a legal entity controlled by
the Corporation shall be deemed service at the request of the Corporation. The
determination that indemnification under this Section 6.3 is permissible and
the evaluation as to the reasonableness of expenses in a specific case shall be
made, in the case of a director, as provided by law, and in the case of an
officer, as provided in Section 6.4 of this Article; provided, however, that if
a majority of the directors of the Corporation has changed after the date of
the alleged conduct giving rise to a claim for indemnification, such
determination and evaluation shall, at the option of the person claiming
indemnification, be made by special legal counsel agreed upon by the Board of
Directors and such person. Unless a determination has been made that
indemnification is not permissible, the Corporation shall make advances and
reimbursements for expenses incurred by a director or officer in a proceeding
upon receipt of an undertaking from such director or officer to repay the same
if it is ultimately determined that such director or officer is not entitled to
indemnification. Such undertaking shall be an unlimited, unsecured general
obligation of the director or officer and shall be accepted without reference
to such director's or officer's ability to make repayment. The termination of a
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent shall not of itself create a presumption that a
director or officer acted in such a manner as to make such director or officer
ineligible for indemnification. The Corporation is authorized to contract in
advance to indemnify and make advances and reimbursement for expenses to any of
its directors or officers to the same extent provided in this Section 6.3.

   6.4 Indemnification of Others. The Corporation may, to a lesser extent or to
the same extent that it is required to provide indemnification and make
advances and reimbursements for expenses to its directors and officers pursuant
to Section 6.3, provide indemnification and make advances and reimbursements
for expenses to its employees and agents, the directors, officers, employees
and agents of its subsidiaries and predecessor entities, and any person serving
any other legal entity in any capacity at the request of the Corporation, and
may contract in advance to do so. The determination that indemnification under
this Section 6.4 is permissible, the authorization of such indemnification and
the evaluation as to the reasonableness of expenses in a specific case shall be
made as authorized from time to time by general or specific action of the Board
of Directors, which action may be taken before or after a claim for
indemnification is made, or as otherwise provided by law. No person's rights
under Section 6.3 of this Article shall be limited by the provisions of this
Section 6.4.

   6.5 Miscellaneous. The rights of each person entitled to indemnification
under this Article shall inure to the benefit of such person's heirs, executors
and administrators. Special legal counsel selected to make determinations under
this Article may be counsel for the Corporation. Indemnification pursuant to
this Article shall not be exclusive of any other right of indemnification to
which any person may be entitled, including indemnification pursuant to a valid
contract, indemnification by legal entities other than the Corporation and
indemnification under policies of insurance purchased and maintained by the
Corporation or others. However, no person shall be entitled to indemnification
by the Corporation to the extent such person is indemnified by another,
including an insurer. The Corporation is authorized to purchase and maintain
insurance against any liability it may have under this Article or to protect
any of the persons named above against any liability arising from their service
to the Corporation or any other legal entity at the request of the Corporation
regardless of the Corporation's power to indemnify against such liability. The
provisions of this Article shall not be deemed to

                                       3
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preclude the Corporation from entering into contracts otherwise permitted by
law with any individuals or legal entities, including those named above. If any
provision of this Article or its application to any person or circumstance is
held invalid by a court of competent jurisdiction, the invalidity shall not
affect other provisions or applications of this Article, and to this end the
provisions of this Article are severable.

   6.6 Application; Amendments. The provisions of this Article shall be
applicable from and after its adoption even though some or all of the
underlying conduct or events relating to a proceeding may have occurred before
its adoption. No amendment, modification or repeal of this Article shall
diminish the rights provided hereunder to any person arising from conduct or
events occurring before the adoption of such amendment, modification or repeal.


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