EXHIBIT 3.1

                            CERTIFICATE OF AMENDMENT
                                       OF
                     RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                          ROBOTIC VISION SYSTEMS, INC.

     ROBOTIC VISION SYSTEMS, INC., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:

     FIRST: That at a meeting of the Board of Directors of the Corporation
resolutions were duly adopted setting forth a proposed amendment to the Restated
Certificate of Incorporation of the Corporation, declaring said amendment to be
advisable and providing for consideration thereof at the next regularly
scheduled meeting of the stockholders of the Corporation.  The resolution
setting forth the proposed amendment is as follows:

     RESOLVED, that the Corporation's Restated Certificate of Incorporation be
     amended to increase the number of shares of common stock authorized
     thereunder from seventy-five million (75,000,000) to one hundred million
     (100,000,000), subject to ratification by the stockholders at the next
     regularly scheduled meeting of stockholders; and it was further

     RESOLVED, that Article FOURTH of the Restated Certificate of Incorporation
     be amended to read as follows:

         "FOURTH: the Corporation shall be authorized to issue one hundred
         million (100,000,000) shares with a par value of one cent $0.01) per
         share."

     SECOND: That, pursuant to resolutions duly adopted by the Board of
Directors of the Corporation, the 2002 annual meeting of the stockholders of the
Corporation was duly called and held on the 3rd day of April, 2002 upon notice
in accordance with Section 222 of the General

Corporation Law of the State of Delaware, at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.

     THIRD: That the aforesaid amendment was duly adopted in accordance with
Section 242 of the General Corporation Law of the  State of Delaware.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Pat V. Costa, its President, and John J. Connolly, its Secretary, this
3rd day of April, 2002.

                                            /s/ Pat V. Costa
                                            ------------------------------------
                                            Pat V. Costa, President

ATTEST:


/s/ John J. Connolly
-----------------------------------
John J. Connolly, Secretary