EXHIBIT 3.1
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       CERTIFICATE OF INCORPORATION                                      FILED
                    OF                                       JUN 4 1985 9 A.M.
              VOCALTECH, INC.                                /s/ Illegible
                                                             -----------------
                                                            Secretary of State
             --------------
              I, THE UNDERSIGNED, in order to form a corporation for the purpose
hereinafter stated, under and pursuant to the provisions of the General
Corporation Law of the State of Delaware, do hereby certify as follows:

              FIRST:  The name of the corporation is

                                VOCALTECH, INC.

              SECOND: The registered office of the corporation is to be located
at 306 South State Street, in the City of Dover, in the County of Kent, in the
State of Delaware. The name of its registered agent at that address is the
United States Corporation Company.

              THIRD: The purpose of the corporation is to engage in any lawful
act or activityfor which a corporation  may be organized  under the General
Corporation Law of Delaware.

              Without limiting in any manner the scope and generality of the
foregoing, it is hereby provided that the corporation shall have the following
purposes, objects and powers:

                               To purchase, manufacture, produce, assemble,
              receive, lease or in any manner acquire, hold, own, use, operate,
              install, maintain, service, repair, process, alter, improve,
              import, export, sell, lease, assign, transfer and generally to
              trade and deal in and with raw materials, natural or manufactured
              articles or products, machinery, equipment, devices, systems,
              parts, supplies, apparatus, goods, wares, merchandise




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              and personal property of every kind, nature or description,
              tangible or intangible, used or capable of being used for any
              purpose whatsoever; and to engage and participate in any
              mercantile, manufacturing or trading business of any kind or
              character.

                               To improve, manage, develop, sell, assign,
              transfer, lease, mortgage, pledge or otherwise dispose of or turn
              to account or deal with all or any part of the property of the
              corporation and from time to time to vary any investment or
              employment of capital of the corporation.

                               To borrow money, and to make and issue notes,
              bonds, debentures, obligations and evidences of indebtedness of
              all kinds, whether secured by mortgage, pledge or otherwise; and
              generally to make and perform agreements and contracts of every
              kind and description, including contracts of guaranty and
              suretyship.

                               To lend money for its corporate purposes, invest
              and reinvest its funds, and take, hold and deal with real and
              personal property as security for the payment of funds so loaned
              or invested.

                               To the same extent as natural persons might or
              could do, to purchase or otherwise acquire, and to hold, own,
              maintain, work, develop, sell, lease, exchange, hire, convey,
              mortgage or otherwise dispose of and deal in lands and leaseholds,
              and any interest, estate and rights in real property, and any
              personal or mixed property, and any franchises, rights, licenses
              or privileges necessary, convenient or appropriate for any of the
              purposes herein expressed.

                               To apply for, obtain, register, purchase, lease
              or otherwise to acquire and to hold, own, use, develop, operate
              and introduce and to sell, assign, grant licenses or territorial
              rights in respect to, or otherwise to turn to account or dispose
              of, any copyrights, trade marks, trade names, brands, labels,
              patent rights, letters patent of the United States or of any other
              country or government, inventions, improvements and processes,
              whether used in connection with or secured under letters patent or
              otherwise.




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                               To participate with others in any corporation,
              partnership, limited partnership, joint venture, or other
              association of any kind, or in any transaction, undertaking or
              arrangement which the participating corporation would have power
              to conduct by itself, whether or not such participation involves
              sharing or delegation of control with or to others; and to be an
              incorporator, promoter or manager of other corporations of any
              kind or type.

                               To pay pensions and establish and carry out
              pension, profit sharing, stock option, stock purchase, stock
              bonus, retirement, benefit, incentive and commission plans, trust
              and provisions for any or all of its directors, officers and
              employees, and for any or all of the directors, officers and
              employees of its subsidiaries; and to provide insurance for its
              benefit on the life of any of its directors, officers or
              employees, or on the life of any stockholder for the purpose of
              acquiring at his death shares of its stock owned by such
              stockholder.

                               To acquire by purchase, subscription or
              otherwise, and to hold for investment or otherwise and to use,
              sell, assign, transfer, mortgage, pledge or otherwise deal with or
              dispose of stocks, bonds or any other obligations or securities of
              any corporation or corporations; to merge or consolidate with any
              corporation in such manner as may be permitted by law; to aid in
              any manner any corporation whose stocks, bonds or other
              obligations are held or in any manner guaranteed by this
              corporation, or in which this corporation is in any way
              interested; and to do any other acts or things for the
              preservation, protection, improvement or enhancement of the value
              of any such stock, bonds or other obligations; and while owner of
              any such stock, bonds or other obligations to exercise all the
              rights, powers and privileges of ownership thereof, and to
              exercise any and all voting powers thereon; and to guarantee the
              payment of dividends upon any stock, the principal or interest or
              both, of any bonds or other obligations, and the performance of
              any contracts.

                               To do all and everything necessary, suitable and
              proper for the accomplishment of any of the purposes or the
              attainment of any of the objects or the furtherance of any of the




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              powers hereinbefore set forth, either alone or in association with
              other corporations, firms or individuals and to do every other act
              or acts, thing or things incidental or appurtenant to or growing
              out of or connected with the aforesaid business or powers or any
              part or parts thereof, provided the same be not inconsistent with
              the laws under which this corporation is organized.

                               The business or purpose of the corporation is
              from time to time to do any one or more of the acts and things
              hereinabove set forth, and it shall have power to conduct and
              carry on its said business, or any part thereof, and to have one
              or more offices, and to exercise any or all of its corporate
              powers and rights, in the State of Delaware, and in the various
              other states, territories, colonies and dependencies of the United
              States, in the District of Columbia, and in all or any foreign
              countries.

                               The enumeration herein of the objects and
              purposes of the corporation shall be construed as powers as well
              as objects and purposes and shall not be deemed to exclude by
              inference any powers, objects or purposes which the corporation is
              empowered to exercise, whether expressly by force of the laws of
              the State of Delaware now or hereafter in effect, or impliedly by
              the reasonable construction of the said laws.

              FOURTH: (a) The maximum number of shares which the corporation
shall have authority to issue is Fifteen Million Five Hundred Thousand
(15,500,000), of which Fifteen Million (15,000,000) shares shall be common stock
having a par value of $.01 per share ("common stock") and Five Hundred Thousand
(500,000) shares shall be series preferred stock having a par value of $.10 per
share ("series preferred stock").

                      (b)  Except as otherwise provided by law, this
certificate of incorporation or a certificate fixing



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the terms, limitations or relative rights or preferences of any series or series
of preferred stock, the common stock shall possess all voting, dividend and
liquidation rights.

              The terms, limitations or relative rights or preferences of the
series preferred stock shall be as follows:

              The Board of Directors may authorize the issuance from time to
time of the series preferred stock in one or more series and with such
designations, preferences, qualifications, limitations, restrictions and special
or relative rights (which may differ with respect to each series) as the board
may fix by resolution. Without limiting the foregoing, the Board of Directors is
authorized to fix with respect to each series:

              (1)the number of shares which shall constitute the series and the
               name of the series;

              (2) the rate and times at which, and the preferences and
              conditions under which, dividends shall be payable on shares of
              the series and the status of such dividends as cumulative or
              non-cumulative and as participating or non-participating;

              (3) the prices, times and terms, if any, at or upon which shares
              of the series shall be subject to redemption;

              (4) the rights, if any, of holders of shares of the series to
              convert such shares into, or to exchange such shares into, or to
              exchange shares for, shares of any other class of stock of the
              Corporation;

              (5) the terms of the sinking fund or redemption or purchase
              account, if any, to be provided for shares of the series;

              (6) the rights and preferences, if any, of the




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              holders of shares of the series upon any liquidation, dissolution
              or winding up of the affairs of, or upon any distribution of the
              assets of, the corporation;

              (7) the limitations, if any, applicable while such series is
              outstanding, on the payment of dividends or making of
              distributions on, or the acquisition of, the common stock or any
              other class of stock which does not rank senior to the shares of
              the series;

              (8) the voting rights, if any, to be provided for shares of the
              series.

                      (c)    Subject to the provisions of this certificate
of  incorporation  and except as  otherwise  provided by law,  the shares of the
corporation,  regardless of class, may be issued for such  consideration and for
such  corporate  purposes  as the  Board  of  Directors  may  from  time to time
determine.

FIFTH: The name and address of the sole incorporator
              are as follows:

              NAME                                            ADDRESS
              Richard S. Kalin                   28 West 44th Street, Suite 1405
                                                 New York, N.Y.  10036

              SIXTH: The following provisions are inserted for the management of
the business and for the conduct of the affairs of the corporation, and for
further definition, limitation and regulation of the powers of the corporation
and of its directors and stockholders:



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     (a) The number of directors of the  corporation  shall be such as from time
to time shall be fixed by, or in the manner provided in the By-Laws. Election of
directors need not be by ballot unless the By-Laws so provide.


     (b) The Board of Directors  shall have power  without the assent or vote of
the stockholders to make, alter, amend,  change, add to or repeal the By-Laws of
the  corporation;  to fix and vary the  amount  to be  reserved  for any  proper
purpose;  to authorize and cause to be executed  mortgages and liens upon all or
any  part  of  the  property  of the  corporation;  to  determine  the  use  and
disposition  of any  surplus  or net  profits;  and to fix  the  times  for  the
declaration and payment of dividends.

     (c) The  directors in their  discretion  may submit any contract or act for
approval or  ratification  at any annual meeting of the  stockholders  or at any
meeting of the  stockholders  called for the purpose of considering any such act
or  contract,  and any  contract or act that shall be approved or be ratified by
the vote of the holders of a majority of the stock of the  corporation  which is
represented  in person or by proxy at such  meeting and entitled to vote thereat
(provided that a lawful quorum of stockholders be there represented in person or
by proxy) shall be as valid and as binding upon the corporation and upon all the
stockholders as though it had been approved or ratified by every  stockholder of
the corporation, whether or not


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the contract or act would otherwise be open to legal attack because of
directors' interest, or for any other reason.

     (d) In addition to the powers and  authorities  hereinbefore  or by statute
expressly  conferred upon them,  the directors are hereby  empowered to exercise
all such powers and do all such acts and things as may be  exercised  or done by
the  corporation;  subject,  nevertheless,  to the provisions of the statutes of
Delaware, of this certificate,  and to any By-Laws from time to time made by the
stockholders;  provided,  however,  that no By-Laws so made shall invalidate any
prior act of the  directors  which  would have been valid if such By-Law had not
been made.

              SEVENTH: The corporation shall, to the full extent permitted by
Section 145 of the Delaware General Corporation Law, as amended from time to
time, indemnify all persons whom it may indemnify thereto.

              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



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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 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.

              NINTH: 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 law, and all rights and powers conferred
herein on stockholders, directors and officers are subject to this reserved
power.
              IN WITNESS WHEREOF, I have hereunder set my hand and seal,
              the 31st day of May, 1985.

                                                     /s/ Richard S. Kalin
                                                     ----------------------
                                                          RICHARD S. KALIN