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                                                                 Exhibit 3.2

                                    RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                                NEON OPTICA, INC.

   (originally incorporated as NorthEast Optic Network, Inc. on May 14, 1998)

         NEON Optica, 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 as follows:

         1. That the Corporation filed its original Certificate of Incorporation
with the Secretary of State of the State of Delaware on May 14, 1998.

         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, NEON Communications, Inc. and NEON Acquisition, 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 "NEON Optica, Inc."

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. 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 by the
Corporation is as follows:

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 stock which the Corporation shall have the
authority to issue is 1,000 shares of Common Stock, $.01 par value per share.

FIFTH.  The Corporation shall have a perpetual existence.

SIXTH: In furtherance of and not in limitation of powers conferred by statute,
it is further provided:

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         1. Election of directors need not be by written ballot.

         2. The Board of Directors is expressly authorized to adopt, amend or
repeal the By-Laws of the Corporation.

SEVENTH. Except to the extent that the General Corporation Law of Delaware
prohibits the elimination or limitation of liability of directors for breaches
of fiduciary duty, no director of the Corporation shall be personally liable to
the Corporation or its stockholders for monetary damages for any breach of
fiduciary duty as a director, notwithstanding any provision of law imposing such
liability. No amendment to or repeal of this provision shall apply to or have
any effect on the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment.

EIGHTH. The Corporation shall, to the fullest extent permitted by Section 145 of
the General Corporation Law of Delaware, as amended from time to time, indemnify
each person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or she
is or was, or has agreed to become, a director or officer of the Corporation, or
is or was serving, or has agreed to serve, at the request of the Corporation, as
a director, officer or trustee of, or in a similar capacity with, another
corporation, partnership, joint venture, trust or other enterprise (including
any employee benefit plan) (all such persons being referred to hereafter as an
"Indemnitee"), or by reason of any action alleged to have been taken or omitted
in such capacity, against all expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by or on
behalf of an Indemnitee in connection with such action, suit or proceeding and
any appeal therefrom.

As a condition precedent to his or her right to be indemnified, the Indemnitee
must notify the Corporation in writing as soon as practicable of any action,
suit, proceeding or investigation involving him for which indemnity will or
could be sought. With respect to any action, suit, proceeding or investigation
of which the Corporation is so notified, the Corporation will be entitled to
participate therein at its own expense and/or to assume the defense thereof at
its own expense, with legal counsel reasonably acceptable to the Indemnitee.

In the event that the Corporation does not assume the defense of any action,
suit, proceeding or investigation of which the Corporation receives notice under
this Article, the Corporation shall pay in advance of the final disposition of
such matter any expenses (including attorneys' fees) incurred by an Indemnitee
in defending a civil or criminal action, suit, proceeding or investigation or
any appeal therefrom; PROVIDED, HOWEVER, that the payment of such expenses
incurred by an Indemnitee in advance of the final disposition of such matter
shall be made only upon receipt of an undertaking by or on behalf of the
Indemnitee to repay all amounts so advanced in the event that it shall
ultimately be determined that the Indemnitee is not entitled to be indemnified
by the Corporation as authorized in this Article, which undertaking shall be
accepted without reference to the financial ability of the Indemnitee to make
such repayment; and FURTHER, PROVIDED that no such advancement of expenses shall
be made if it is determined that (i) the Indemnitee did not act in good faith
and in a manner he reasonably believed to be in, or

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not opposed to, the best interests of the Corporation, or (ii) with respect to
any criminal action or proceeding, the Indemnitee had reasonable cause to
believe his conduct was unlawful.

The Corporation shall not indemnify an Indemnitee seeking indemnification in
connection with a proceeding (or part thereof) initiated by such Indemnitee
unless the initiation thereof was approved by the Board of Directors of the
Corporation. In addition, the Corporation shall not indemnify an Indemnitee to
the extent such Indemnitee is reimbursed from the proceeds of insurance, and in
the event the Corporation makes any indemnification payments to an Indemnitee
and such Indemnitee is subsequently reimbursed from the proceeds of insurance,
such Indemnitee shall promptly refund such indemnification payments to the
Corporation to the extent of such insurance reimbursement.

All determinations hereunder as to the entitlement of an Indemnitee to
indemnification or advancement of expenses shall be made in each instance by (a)
a majority vote of the directors of the Corporation consisting of persons who
are not at that time parties to the action, suit or proceeding in question
("disinterested directors"), whether or not a quorum, (b) a majority vote of a
quorum of the outstanding shares of stock of all classes entitled to vote for
directors, voting as a single class, which quorum shall consist of stockholders
who are not at that time parties to the action, suit or proceeding in question,
(c) independent legal counsel (who may, to the extent permitted by law, be
regular legal counsel to the Corporation), or (d) a court of competent
jurisdiction.

The indemnification rights provided in this Article (i) shall not be deemed
exclusive of any other rights to which an Indemnitee may be entitled under any
law, agreement or vote of stockholders or disinterested directors or otherwise,
and (ii) shall inure to the benefit of the heirs, executors and administrators
of the Indemnitees. The Corporation may, to the extent authorized from time to
time by its Board of Directors, grant indemnification rights to other employees
or agents of the Corporation or other persons serving the Corporation and such
rights may be equivalent to, or greater or less than, those set forth in this
Article.

NINTH. The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Restated Certificate of Incorporation, in the manner
now or hereafter prescribed by statute and this Restated Certificate of
Incorporation, and all rights conferred upon stockholders herein are granted
subject to this reservation.

TENTH. This Article is inserted for the management of the business and for the
conduct of the affairs of the Corporation.

         1. NUMBER OF DIRECTORS. The exact number of directors shall be fixed
from time to time by, or in the manner provided in, the Corporation's By- Laws.

         2. ELECTION OF DIRECTORS. Elections of directors need not be by written
ballot except as and to the extent provided in the By-Laws of the Corporation.

         3. TERMS OF OFFICE. Each director shall serve for a term ending on the
date of the first annual meeting following the annual meeting at which such
director was elected; PROVIDED,

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that the term of each director shall be subject to the election and
qualification of his or her successor and to his or her earlier death,
resignation or removal.

         4. QUORUM; ACTION AT MEETING. A majority of the total number of the
whole Board of Directors shall constitute a quorum at all meetings of the Board
of Directors. In the event one or more of the directors shall be disqualified to
vote at any meeting, then the required quorum shall be reduced by one for each
such director so disqualified; provided, however, that in no case shall less
than one-third of the number fixed pursuant to Section 1 above constitute a
quorum. In the absence of a quorum at any such meeting, a majority of the
directors present may adjourn the meeting from time to time without further
notice other than announcement at the meeting, until a quorum shall be present.
At any meeting of the Board of Directors at which a quorum is present, the vote
of a majority of those present shall be sufficient to take any action, unless a
different vote is specified by law, by the By-Laws of the Corporation or by this
Restated Certificate of Incorporation.

         5. REMOVAL. Directors of the Corporation may be removed only for cause
by the affirmative vote of the holders of at least seventy-five percent (75%) of
the shares of the capital stock of the Corporation issued and outstanding and
entitled to vote.

         6. VACANCIES. Any vacancy in the Board of Directors, however occurring,
including a vacancy resulting from an enlargement of the board, shall be filled
only by a vote of a majority of the directors then in office, although less than
a quorum, or by a sole remaining director. A director elected to fill a vacancy
shall be elected to hold office until the next election of directors, subject to
the election and qualification of his or her successor and to his or her earlier
death, resignation or removal.

         7. STOCKHOLDER NOMINATIONS AND INTRODUCTION OF BUSINESS, ETC. Advance
notice of stockholder nominations for election of directors and other business
to be brought by stockholders before a meeting of stockholders shall be given in
the manner provided by the By-Laws of the Corporation.

ELEVENTH. The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute and this Certificate of Incorporation, and
all rights conferred upon stockholders herein are granted subject to this
reservation; provided however, that any act or transaction by or involving the
Corporation that requires for its adoption under the General Corporation Law of
Delaware or its Certificate of Incorporation the approval of the stockholders of
the Surviving Company, shall, pursuant to Section 251(g) of the General
Corporation Law of Delaware, require, in addition, the approval of the
stockholders of NEON Communications, Inc., a Delaware corporation which is a
"holding company" with respect to the Corporation (as such term is defined in
Section 251(g) of the General Corporation Law of Delaware), or any successor by
merger, by the same vote as is required by the General Corporation Law of
Delaware or this Certificate of Incorporation.

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TWELFTH. Special meetings of stockholders may be called at any time only by the
Chairman of the Board of Directors, the President or the Board of Directors.
Business transacted at any special meeting of stockholders shall be limited to
matters relating to the purpose or purposes stated in the notice of meeting.
Notwithstanding any other provision of law, this Restated Certificate of
Incorporation or the By-Laws of the Corporation, and notwithstanding the fact
that a lesser percentage may be specified by law, the affirmative vote of the
holders of at least seventy-five percent (75%) of the shares of capital stock of
the Corporation issued and outstanding and entitled to vote shall be required to
amend or repeal, or to adopt any provision inconsistent with, this Article
TWELFTH.

THIRTEENTH. In addition to any other considerations which the Board of Directors
may lawfully take into account in determining whether to take or to refrain from
taking corporate action on any matter, including proposing any matter to the
stockholders of the Corporation, the Board of Directors may take into account
the interests of creditors, customers, employees and other constituencies of the
Corporation and its subsidiaries and the effect thereof upon communities in
which the Corporation and its subsidiaries do business. Notwithstanding any
other provision of law, this Restated Certificate of Incorporation or the
By-Laws of the Corporation, and notwithstanding the fact that a lesser
percentage may be specified by law, the affirmative vote of the holders of at
least seventy-five percent (75%) of the shares of capital stock of the
Corporation issued and outstanding and entitled to vote shall be required to
amend or repeal, or to adopt any provision inconsistent with, this Article
THIRTEENTH.

FOURTEENTH. In furtherance and not in limitation of the powers conferred by law
or in this Restated Certificate of Incorporation, the Board of Directors (and
any committee of the Board of Directors) is expressly authorized to take such
action or actions as the Board or such committee may determine to be reasonably
necessary or desirable to (a) encourage any person to enter into negotiations
with the Board of Directors and management of the Corporation with respect to
any transaction which may result in a change in control of the Corporation which
is proposed or initiated by such person, or (b) contest or oppose any such
transaction which the Board of Directors or such committee determines to be
unfair, abusive or otherwise undesirable with respect to the Corporation and its
business, assets or properties or the stockholders of the Corporation,
including, without limitation, the adoption of such plans or the issuance of
such rights, options, capital stock, notes, debentures or other evidence of
indebtedness or other securities of the Corporation, which rights, options,
capital stock, notes, debentures or other evidences of indebtedness and other
securities (i) may be exchangeable for or convertible into cash or other
securities on such terms and conditions as may be determined by the Board of
Directors (or any such committee) and (ii) may provide for the treatment of any
holder or class of holders thereof designated by the Board of Directors (or any
such committee) in respect of the terms, conditions, provisions and rights of
such securities which is different from, and unequal to, the terms, conditions,
provisions and rights applicable to all other holders thereof. Notwithstanding
any other provision of law, this Restated Certificate of Incorporation or the
By-Laws of the Corporation, and notwithstanding the fact that a lesser
percentage may be specified by law, the affirmative vote of the holders of at
least seventy-five percent (75%) of the shares of capital stock of the
Corporation issued and outstanding and entitled to vote shall be required to
amend or repeal, or to adopt any provision inconsistent with, this Article
FOURTEENTH.

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         IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
affixed hereto and this Certificate of Incorporation to be signed by its
President this 11TH day of September, 2000.

                                              NEON Optica, Inc.



                                              By: /s/ VICTOR COLANTONIO
                                                  -----------------------------
                                                  Victor Colantonio, President

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