EXHIBIT 3.1

EXHIBIT 3.1

AMENDED AND RESTATED
ARTICLES OF INCORPORATION

OF

COMMONWEALTH BIOTECHNOLOGIES, INC.



I.

The name of the Corporation is Commonwealth Biotechnologies, Inc.

II.

The purpose for which the Corporation is formed is to transact any or
all lawful business, not required to be specifically stated in these Articles,
for which corporations may be incorporated under the Virginia Stock Corporation
Act, as amended from time to time.

III.

The Corporation shall have authority to issue 10,000,000 shares of
common stock, no par value per share ("Common Stock"). The rights, preferences,
voting powers and the qualifications, limitations and restrictions of the Common
Stock shall be as follows:

1. Each share of Common Stock shall be entitled to one vote on
all matters submitted to a vote at any meeting of the Corporation's
shareholders.

2. Except as otherwise required in these Articles as they may
hereafter be amended:

(a) Any corporate action, except the election of
directors, an amendment or restatement of these Articles, a merger, a statutory
share exchange, the sale or other disposition of all or substantially all the
Corporation's assets otherwise than in the usual and regular course of business,
or dissolution shall be approved at a meeting at which a quorum of the
Corporation's shareholders is present if the votes cast in favor of the action
exceed the votes cast against the action;


(b) Directors shall be elected by a plurality of the
votes cast by the holders of the Common Stock entitled to vote in the election
at a meeting at which a quorum is present;

(c) An amendment or restatement of these Articles other
than an amendment or restatement described, or involved in a transaction
described, in Subsection (d), (e) or (f) of this Section shall be approved by a
majority of the votes entitled to be cast by the holders of the Common Stock;

(d) Any transaction with the Corporation or any
subsidiary that constitutes or involves an affiliated transaction, as defined in
Section 13.1-725 of the Virginia Stock Corporation Act, as in effect on the
effective date of these Articles, shall be approved by at least two-thirds of
the votes entitled to be cast by the holders of the Common Stock;

(e) A merger, statutory share exchange, sale or other
disposition of all or substantially all the Corporation's assets otherwise than
in the usual and regular course of business, or dissolution shall be approved by
at least two-thirds of the votes entitled to be cast by the holders of the
Common Stock entitled to vote on such transactions; and

(f) An amendment to these Articles that amends or affects
the classification of the Board of Directors provided in Section 1 of Article IV
hereof shall be approved by at least two-thirds of the votes entitled to be cast
by the holders of the Common Stock.

For purposes of Subsection (d) of this Section, a transaction shall not
constitute an affiliated transaction if it is with an interested shareholder, as
defined in Section 13.1-725 of the Virginia Stock Corporation Act as in effect
on the effective date of these Articles: (i) who has been an interested
shareholder continuously or who would have been such but for the unilateral
action of the Corporation since the later of (A) the date on which the
Corporation first had 300 shareholders of record or (B) the date such person
became an interested shareholder with the prior or contemporaneous approval of a
majority of the disinterested directors as defined in Section 13.1-725 of the
Virginia Stock Corporation Act, as in effect on the effective date of these
Articles; (ii) who became an interested shareholder as a result of acquiring
shares from a person specified in Subdivision (i) or Subdivision (ii) of this
Subsection by gift, testamentary bequest or the laws of descent and distribution
or in a transaction in which consideration was not exchanged and who continues
thereafter to be an interested shareholder, or who would have so continued but
for the unilateral action of the Corporation, (iii) who became an interested
shareholder inadvertently or as a result of the unilateral action of the
Corporation and who, as soon as practicable thereafter, divested beneficial
ownership of sufficient shares so that such person ceased to be an interested
shareholder, and who would not have been an interested shareholder but for such
inadvertence or the unilateral action of the Corporation; or (iv) whose
acquisition of shares making such person an interested shareholder was approved
by a majority of the disinterested directors.

3. Subject to any other provisions of these Articles or any
amendment hereto, holders of Common Stock shall be entitled to receive such
dividends and other distributions in cash, stock or property of the Corporation
as may be declared thereon by the Board of Directors from time to time.


4. No holder of shares of Common Stock shall have any preemptive
or preferential right to purchase or subscribe to (i) any shares of any class of
stock of the Corporation, whether now or hereafter authorized, (ii) any
warrants, rights or options to purchase any such stock, or (iii) any obligations
convertible into any such stock or into warrants, rights or options to purchase
any such stock.


IV.

The initial registered office shall be located at 707 East Main Street,
Eleventh Floor, Richmond, Virginia 23219, and the initial registered agent shall
be Gary D. LeClair, who is a resident of Virginia and member of the Virginia
State Bar, and whose address is the same as the address of the initial
registered office.


V.

1. Unless otherwise fixed in the Bylaws, the number of directors
of the Corporation shall be at least five and no more than nine. Upon
effectiveness of these Amended and Restated Articles of Incorporation, the Board
of Directors shall be divided into three classes, Class I, Class II and Class
III, as nearly equal in number as possible. Directors of the first class (Class
I) shall be elected to hold office for a term expiring at the 1998 annual
meeting of shareholders; directors of the second class (Class II) shall be
elected to hold office for a term expiring at the 1999 annual meeting of
shareholders; and directors of the third class (Class III) shall be elected to
hold office for a term expiring at the 2000 annual meeting of shareholders. At
each annual meeting of shareholders, the successors to the class of directors
whose terms then shall expire shall be identified as being of the same class as
the directors they succeed and elected to hold office for a term expiring at the
third succeeding annual meeting of shareholders. When the number of directors is
changed, any newly-created directorships or any decrease in directorships shall
be apportioned among the classes by the Board of Directors as to make all
classes as nearly equal in number as possible.





2. A director may be removed only for Cause. For the
purposes of these Articles, the term "Cause" shall mean:

(a) gross incompetence, gross negligence,
willful misconduct in office or breach of a material fiduciary duty owed to the
Corporation or any subsidiary or affiliate thereof;

(b) conviction of a felony, a crime of moral
turpitude or commission of an act of embezzlement or fraud against the
Corporation or any subsidiary or affiliate thereof;

(c) deliberate dishonesty of the director with
respect to the Corporation or any subsidiary or affiliate thereof; or

(d) material deriliction of duties owed to the
Corporation by a director.


VI.

1. In this Article:

"applicant" means the person seeking indemnification pursuant
to this Article.

"expenses" includes counsel fees.

"liability" means the obligation to pay a judgment,
settlement, penalty, fine, including any excise tax assessed with respect to an
employee benefit plan, or reasonable expenses incurred with respect to a
proceeding.

"party" includes an individual who was, is, or is threatened
to be made a named defendant or respondent in a proceeding.

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

2. In any proceeding brought by or in the right of the
Corporation or brought by or on behalf of shareholders of the Corporation, no
director or officer of the Corporation shall be liable to the Corporation or its
shareholders for monetary damages with respect to any transaction, occurrence or
course of conduct, whether prior or subsequent to the effective date of these
Articles, except for liability resulting from such persons having engaged in
willful misconduct or a knowing violation of the criminal law or any federal or
state securities law.

3. The Corporation shall indemnify (a) any person who was, is or
may become a party to any proceeding, including a proceeding brought by a
shareholder in the right of the Corporation or brought by or on behalf of
shareholders of the Corporation, by reason of the fact that he is or was a
director or officer of the Corporation, or (b) any director or officer who is or
was serving at the request of the Corporation as a director, trustee, partner or
officer of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, against any liability incurred by him in
connection with such proceeding unless he engaged in willful misconduct or a
knowing violation of the criminal law. A person is considered to be serving an
employee benefit plan at the Corporation's request if his duties to the
Corporation also impose duties on, or otherwise involve services by, him to the
plan or to participants in or beneficiaries of the plan. The Board of Directors
is hereby empowered, by a majority vote of a quorum of disinterested Directors,
to enter into a contract to indemnify any Director or officer in respect of any
proceedings arising from any act or omission, whether occurring before or after
the execution of such contract.

4. The provisions of this Article shall be applicable to all
proceedings commenced after the adoption hereof by the shareholders of the
Corporation, arising from any act or omission, whether occurring before or after
such adoption. No amendment or repeal of this Article shall have any effect on
the rights provided under this Article with respect to any act or omission
occurring prior to such amendment or repeal. The Corporation shall promptly take
all such actions, and make all such determinations, as shall be necessary or
appropriate to comply with its obligation to make any indemnity under this
Article and shall promptly pay or reimburse all reasonable expenses, including
attorneys' fees, incurred by any such director, officer, employee or agent in
connection with such actions and determinations or proceedings of any kind
arising therefrom.

5. The termination of any proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not of itself create a presumption that the applicant did not meet the
standard of conduct described in Section 2 or 3 of this Article.

6. Any indemnification under Section 3 of this Article (unless
ordered by a court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the applicant is
proper in the circumstance because he has met the applicable standard of conduct
set forth in Section 3.

The determination shall be made:

(a) By the Board of Directors by a majority vote of a
quorum consisting of directors not at the time parties to the proceeding;

(b) If a quorum cannot be obtained under Subsection (a)
of this Section, by majority vote of a committee duly designated by the Board of
Directors (in which designation directors who are parties may participate),
consisting solely of two or more directors not at the time parties to the
proceeding;

(c) By special legal counsel:

(i) Selected by the Board of Directors or its
committee in the manner prescribed in Subsection (a) or (b) of this Section; or

(ii) If quorum of the Board of Directors cannot
be obtained under Subsection (a) of this Section and a committee cannot be
designated under Subsection (b) of this Section, selected by majority vote of
the full Board of Directors, in which selection directors who are parties may
participate; or

(d) By the shareholders of the Corporation, but shares
owned by or voted under the control of directors who are at the time parties to
the proceeding may not be voted on the determination.

Any evaluation as to reasonableness of expenses shall be made in the
same manner as the determination that indemnification is appropriate, except
that if the determination is made by special legal counsel, such evaluation as
to reasonableness of expenses shall be made by those entitled under Subsection
(c) of this Section 6 to select counsel.

Notwithstanding the foregoing, in the event there has been a change in
the composition of a majority of the Board of Directors after the date of the
alleged act or omission with respect to which indemnification is claimed, any
determination as to indemnification and advancement of expenses with respect to
any claim for indemnification made pursuant to this Article shall be made by
special legal counsel agreed upon by the Board of Directors and the applicant.
If the Board of Directors and the applicant are unable to agree upon such
special legal counsel, the Board of Directors and the applicant each shall
select a nominee, and the nominees shall select such special legal counsel.

7. (a) The Corporation shall pay for or reimburse the
reasonable expenses incurred by any applicant who is a party to a proceeding in
advance of final disposition of the proceeding or the making of any
determination under Section 3 if the applicant furnishes the Corporation:

(i) a written statement of his good faith belief
that he has met the standard of conduct described in Section 3; and

(ii) a written undertaking, executed personally
or on his behalf, to repay the advance if it is ultimately determined that he
did not meet such standard of conduct.


(b) The undertaking required by Subdivision (ii) of
Subsection (a) of this Section shall be an unlimited general obligation of the
applicant but need not be secured and may be accepted without reference to
financial ability to make repayment.

(c) Authorizations of payments under this Section shall
be made by the persons specified in Section 6.

8. The Board of Directors is hereby empowered, by majority vote
of a quorum consisting of disinterested directors, to cause the Corporation to
indemnify or contract to indemnify any person not specified in Section 2 or 3 of
this Article who was, is or may become a party to any proceeding, by reason of
the fact that he is or was an employee or agent of the Corporation, or is or was
serving at the request of the Corporation as director, officer, employee or
agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, to the same extent as if such person were
specified as one to whom indemnification is granted in Section 3. The provisions
of Sections 4 through 7 of this Article shall be applicable to any
indemnification provided hereafter pursuant to this Section 8.

9. The Corporation may purchase and maintain insurance to
indemnify it against the whole or any portion of the liability assumed by it in
accordance with this Article and may also procure insurance, in such amounts as
the Board of Directors may determine, on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, against any liability asserted against or incurred by him in
any such capacity or arising from his status as such, whether or not the
Corporation would have power to indemnify him against such liability under the
provisions of this Article.

10. Every reference herein to directors, officers, employees or
agents shall include former directors, officers, employees and agents and their
respective heirs, executors and administrators. The indemnification hereby
provided and provided hereafter pursuant to the power hereby conferred by this
Article on the Board of Directors shall not be exclusive of any other rights to
which any person may be entitled, including any right under policies of
insurance that may be purchased and maintained by the Corporation or others,
with respect to claims, issues or matters in relation to which the Corporation
would not have the power to indemnify such person under the provisions of this
Article. Such rights shall not prevent or restrict the power of the Corporation
to make or provide for any further indemnity, or provisions for determining
entitlement to indemnity, pursuant to one or more indemnification agreements,
bylaws, or other arrangements (including, without limitation, creation of trust
funds or security interests funded by letters of credit or other means) approved
by the Board of Directors (whether or not any of the directors of the
Corporation shall be a party to or beneficiary of any such agreements, bylaws or
arrangements); provided, however, that any provision of such agreements, bylaws
or other arrangements shall not be effective if and to the extent that it is
determined to be contrary to this Article or applicable laws of the Commonwealth
of Virginia.

11. Each provision of this Article shall be severable, and an
adverse determination as to any such provision shall in no way affect the
validity of any other provision.