EXHIBIT 3.1

                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
               AND RIGHTS OF SERIES B CONVERTIBLE PREFERRED STOCK
                                       OF
                              LOG ON AMERICA, INC.

      Log On America, Inc. (the "Company"), a corporation organized and existing
under the General Corporation Law of the State of Delaware, does hereby certify,
that, pursuant to authority conferred upon the Board of Directors of the Company
by the Certificate of Incorporation, as amended, of the Company, and pursuant to
Section 151 of the General  Corporation Law of the State of Delaware,  the Board
of  Directors  of the Company at a meeting duly held,  adopted  resolutions  (i)
authorizing a series of the Company's previously authorized preferred stock, par
value $0.01 per share, and (ii) providing for the designations,  preferences and
relative,  participating,  optional  or other  rights,  and the  qualifications,
limitations or  restrictions  thereof,  of Seven  Thousand Five Hundred  (7,500)
shares of Series B Convertible Preferred Stock of the Company, as follows:

      RESOLVED, that the Company is authorized to issue 7,500 shares of Series B
Convertible Preferred Stock (the "Series B Shares"),  par value $0.01 per share,
which  shall have the  following  powers,  designations,  preferences  and other
special rights:

      (1) Dividends. The Series B Shares shall not bear any dividends.

      (2) Distribution of Assets Upon Liquidation.

            (a)  Upon  the  occurrence  of  (x)  any  insolvency  or  bankruptcy
proceedings, or any receivership,  liquidation,  reorganization or other similar
proceedings  in  connection  therewith,  commenced  by  the  Company  or by  its
creditors,  as such, or relating to its assets or (y) the  dissolution  or other
winding  up of the  Company  whether  total or  partial,  whether  voluntary  or
involuntary and whether or not involving  insolvency or bankruptcy  proceedings,
or (z) any  assignment  for the benefit of  creditors or any  marshaling  of the
material  assets or material  liabilities  of the Company  (each, a "Liquidation
Event"),  no  distribution  shall be made to the holders of any shares of Junior
Securities unless,  following the payment of preferential  amounts on all Senior
Securities, each holder of a Series B Share shall have received the Stated Value
with respect to each Series B Share then held by such holder.  In the event that
upon the  occurrence  of a  Liquidation  Event,  and  following  the  payment of
preferential  amounts  on  all  Senior  Securities,  the  assets  available  for
distribution to the holders of the Series B Shares and the holders of Pari Passu
Securities  are  insufficient  to pay the  aggregate  Stated Value  payable with
respect to the Preferred  Shares and the aggregate  preferential  amount payable
with respect to such Pari Passu Securities,  the remaining assets of the Company
shall be  distributed  ratably  among the Series B Shares and the shares of Pari
Passu Securities in proportion to the ratio that the preferential amount payable
on each such share (which shall be the Stated Value
<PAGE>

in the  case of a Series B Share)  bears to the  aggregate  preferential  amount
payable on all such shares.

            (b) After the  payment  of any  preferential  amounts  on all Senior
Securities  and payment of the full Stated  Value with  respect to each Series B
Share and the  preferential  amounts payable on any Pari Passu  Securities,  the
remaining  assets of the Company  legally  available for  distribution,  if any,
shall be  distributed  ratably to the  holders of the Junior  Securities  of the
Company.

            (c) For purposes hereof, the following terms shall have the meanings
indicated:

                  (i)  "Junior  Securities"  means  the  Common  Stock  and  all
securities  of the  Company or any of its  subsidiaries  that are not Pari Passu
Securities or Senior Securities as defined below.

                  (ii) "Pari Passu  Securities"  means those  securities  of the
Company or any of its subsidiaries outstanding on the Closing Date that by their
terms are pari passu with the Series B Shares; and

                  (iii) "Senior  Securities" means any indebtedness  incurred by
the Company and the Company's  Series A Convertible  Preferred  Stock, par value
$0.01 per share.

      (3) Voting  Rights.  The holders of record of Series B Shares shall not be
entitled to any voting rights except as required by law.

      (4)  Conversion  of  Preferred  Shares.  The  Series  B  Shares  shall  be
convertible on the terms and conditions set forth in this Section 4.

            (a) Certain  Defined  Terms.  For  purposes of this  Certificate  of
Designations, the following terms shall have the following meanings:

                  (i)  "Issuance  Date"  means,  with  respect to each  Series B
Share,  the date of issuance of the  applicable  Series B Share  pursuant to the
Exchange Agreement.

                  (ii)  "Exchange   Agreement"   means  that  certain   exchange
agreement between the Company and Marshall Capital Management, Inc., pursuant to
the terms of which the Series B Shares are originally issued.

                  (iii) "Stated Value" means $1,000.

                  (iv) "Business Day" means any day other than Saturday,  Sunday
or other day on which commercial banks in the city of New York are authorized or
required by law to remain closed.


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<PAGE>

            (b)  Holder's  Conversion  Rights.  Each  Series  B Share  shall  be
convertible,  at the option of the holder thereof,  at any time and from time to
time, and without the payment of additional consideration by the holder thereof,
into such number of shares of Common Stock equal to the Stated Value  divided by
the  Conversion  Price (as defined  below) in effect at the time of  conversion.
Such Conversion Price shall be subject to adjustment as provided below.

            (c) Holder's  Delivery  Requirements.  Before any holder of Series B
Shares  shall be  entitled to convert  such  shares  into share of Common  Stock
pursuant to this Section 4, the holder of such Series B Shares  shall  surrender
the  certificate  or  certificates  representing  such  Series  B  Shares,  duly
endorsed,  at the principal  executive  office of the Company or of any transfer
agent for the Series B Shares,  and shall give written  notice to the Company at
its principal  executive office of the election to convert such shares of Series
B Shares and the names or names in which the  certificate  or  certificates  for
shares of Common  Stock are to be issued.  The Company  shall,  on or before the
third  Business Day  following  delivery of such notice and the  certificate  or
certificates representing such Series B Shares, issue and deliver to such holder
of Series B Shares,  or to the nominee or nominees  thereof,  a  certificate  or
certificates for the number of shares of Common Stock to which such holder shall
be entitled.  Conversion  under this Section 4 shall be deemed to have been made
and the person or persons  entitled to receive  shares of Common Stock  issuable
upon the  conversion  shall be treated for all purposes as the record  holder or
holders  of such  shares  of  Common  Stock  immediately  prior to the  close of
business on the date of such  surrender of the Series B Shares to be  converted.
In the event the number of Series B Shares  represented  by the  certificate  or
certificates  surrendered  pursuant to this  Section  4(c) exceeds the number of
shares converted,  the Company shall, upon such conversion,  execute and deliver
to the  holder a new  certificate  or  certificates  for the  number of Series B
Shares represented by the certificate or certificates  surrendered which are not
converted.

            (d) No Fractional Shares. No fractional shares of Common Stock shall
be issued upon conversion of Series B Shares;  instead,  the Company shall round
such fraction of a share of Common Stock up or down to the nearest whole number.

            (e)  Conversion  Price.  Each Series B Share shall be convertible in
accordance with Section 4(b) above, into the number of shares of Common Stock as
is determined by dividing the Stated Value by the Conversion Price (as described
below). The "Conversion Price" shall be $4.50, subject to Section 4(f) below.

            (f) Adjustments for Stock Dividends,  Subdivisions,  Combinations or
Consolidation  of Common Stock.  In the event the  outstanding  shares of Common
Stock shall be subdivided (by stock  dividend,  stock split or otherwise) into a
greater number of shares of Common Stock,  the  Conversion  Price then in effect
shall,   concurrently   with  the   effectiveness   of  such   subdivision,   be
proportionately  decreased.  In the event the outstanding shares of Common Stock
shall be combined or  consolidated  (by  reclassification  or otherwise)  into a
lesser number of shares of Common  Stock,  the  Conversion  Price then in effect
shall,   concurrently   with  the   effectiveness   of  such   combination,   or
consolidation, be proportionately increased.


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<PAGE>

            (g) In the event any Series B Shares shall be converted  pursuant to
this Section 4 or otherwise  reacquired by the Company,  the shares so converted
or  reacquired  shall be  canceled,  may not be  reissued as Series B Shares and
shall revert back to authorized but undesignated shares of Preferred Stock.

      (5)  Reservation of Shares.  The Company shall, so long as any of Series B
Shares are  outstanding,  reserve and keep  available out of its  authorized but
unissued shares of Common Stock,  for the purpose of effecting the conversion of
Series B Shares,  such number of its authorized  shares of Common Stock as shall
from time to time be  sufficient  to effect the  conversion  of all  outstanding
shares of Series B Shares.

      (6) Vote to Change Terms of Preferred Shares.  The affirmative vote of the
holders of at least  two-thirds  (2/3) of the Series B Shares  then  outstanding
shall  be  required  in order to  amend,  alter,  change  or  repeal  any of the
provisions of this Certificate of Designation.

      (7) Lost or Stolen  Certificates.  Upon receipt by the Company of evidence
reasonably  satisfactory  to the  Company  of the loss,  theft,  destruction  or
mutilation of any certificate representing the Series B Shares, and, in the case
of loss, theft or destruction,  of any indemnification undertaking by the holder
to the Company in customary form and, in the case of mutilation,  upon surrender
and cancellation of the certificate, the Company shall execute and deliver a new
preferred  stock  certificate  of like tenor and date;  provided,  however,  the
Company shall not be obligated to re-issue  preferred stock  certificates if the
holder  contemporaneously  requests  the Company to convert such Series B Shares
into Common Stock.

      (8) Specific Shall Not Limit General:  Construction. No specific provision
contained in this  Certificate  of  Designations  shall limit or modify any more
general provision  contained herein.  This Certificate of Designations  shall be
deemed to be jointly  drafted by the Company and all the initial  holders of the
Series B Shares and shall not be  construed  against  any person as the  drafter
hereof.

      (9)  Notice.  Whenever  notice is  required  to be given  pursuant to this
Certificate of Designations, unless otherwise provided herein, such notice shall
be given in accordance with Section 7(f) of the Exchange Agreement.


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<PAGE>

            IN WITNESS  WHEREOF,  the  Company has caused  this  Certificate  of
Designations to be signed by David Paolo,  its President,  as of the 17th day of
August 2001.

                                        LOG ON AMERICA, INC.

                                        By: /s/ David Paolo
                                            --------------------------------
                                            Name: David Paolo
                                                  President


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