                                                                     EXHIBIT 3.1

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                         ENVIRONMENTAL POWER CORPORATION

        (originally incorporated as EPC Holdings 1, Inc. on May 30, 2003)

         Environmental Power Corporation, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:

         1. The Corporation filed its original Certificate of Incorporation with
the Secretary of State of the State of Delaware on May 30, 2003.

         2. That the Board of Directors of the Corporation adopted a resolution,
in accordance with Sections 242 and 251 (g) of the General Corporation Law of
the State of Delaware, adopting an Agreement and Plan of Merger by and among the
Corporation, Environmental Power Corporation (now known as EPC Corporation) and
EPC Merger Sub, Inc., pursuant to which certain amendments to the Corporation's
Certificate of Incorporation were effected.

         3. That this Restated Certificate of Incorporation restates and
integrates, and does not further amend the Corporation's Certificate of
Incorporation as amended to date, and that it has been duly adopted by the Board
of Directors of the Corporation pursuant to Section 245(c) of the General
Corporation Law.

                                      * * *

         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 52,000,000 shares,
comprised of 50,000,000 shares of Common Stock with a par value of One Cent
($.01) per share (the "Common Stock") and 2,000,000 shares of preferred stock
with a par value of One Cent ($.01) per share (the "Preferred Stock").

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         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 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.

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         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. [Reserved]

         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.

                                      -3-

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         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.


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                                      -4-

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         I, Joseph E. Cresci, being the Chairman and Chief Executive Officer of
Environmental Power Corporation, do 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 2nd day of June, 2003.


                                           /s/ Joseph E. Cresci
                                           --------------------
                                           Joseph E. Cresci
                                           Chairman and Chief Executive Officer

                                      -5-


