RESTATED
 
                         CERTIFICATE OF INCORPORATION
 
                                      OF
 
                      AMERICAN SUPERCONDUCTOR CORPORATION
 
 
     AMERICAN SUPERCONDUCTOR CORPORATION (the "Corporation"), a corporation
 
organized and existing under and by virtue of the General Corporation Law of the
 
State of Delaware, does hereby certify as follows:
 
     1.   The Corporation filed its original Certificate of Incorporation with
the Secretary of State of Delaware on April 9, 1987.
 
     2.   The Board of Directors of the Corporation duly adopted, pursuant to
Section 245 of the General Corporation Law of the State of Delaware, a Restated
Certificate of Incorporation of the Corporation. Such Restated Certificate of
Incorporation only restates and integrates, and does not further amend, the
provisions of the Corporation's Certificate of Incorporation, as therefore
amended or supplemented, and there is no discrepancy between those provisions
and the provisions of the Restated Certificate of Incorporation.
 
     3.   The Restated Certificate of Incorporation, as adopted by the Board of
Directors of the Corporation, is as follows:
 
     FIRST.      The name of the Corporation is American Superconductor
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 in 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.
 
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     FOURTH.     The total number of shares of capital stock which the
Corporation shall have authority to issue is Twenty Million (20,000,000) shares
of Common Stock, $.01 par value per share, which capital stock shall have the
voting powers, preferences and relative participating, optional or other special
rights, qualifications, limitations or restrictions thereof as are set forth
below.
 
     The voting and dividend rights, and the rights in the event of the
liquidation of the Corporation, of the holders of the Common Stock are subject
to and qualified by such rights of the holders of any Preferred Stock as may be
set forth in the terms of any such Preferred Stock.
 
     The holders of the Common Stock are entitled to one vote for each share
held at all meetings of stockholders. There shall be no cumulative voting.
 
     Dividends may be declared and paid on the Common Stock from funds lawfully
available therefor as and when determined by the Board of Directors and subject
to any preferential dividend rights of any then outstanding Preferred Stock.
 
     Upon the dissolution or liquidation of the Corporation, whether voluntary
or involuntary, holders of Common Stock will be entitled to receive pro rata all
net assets of the Corporation available for distribution after payment of
creditors and of any preferential liquidation rights of any then outstanding
Preferred Stock.
 
     FIFTH.      The Corporation is to have perpetual existence.
 
     SIXTH.      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 as 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.
 
                                      -2-
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     SEVENTH. 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 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.
 
     EIGHTH. 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.
 
     NINTH. 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.
 
                                      -3-
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     IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
affixed hereto and this Restated Certificate of Incorporation to be signed by
its President and attested to by its Secretary this 13th day of January, 1992.
 
                                       AMERICAN SUPERCONDUCTOR CORPORATION
 
 
 
                                       By: /s/ Gregory J. Yurek
                                          --------------------------------
                                          President