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                                                                     EXHIBIT 3.1

               CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS
                                       OF
                      SERIES D CONVERTIBLE PREFERRED STOCK
                                       OF
                         WORLDPORT COMMUNICATIONS, INC.

                     Pursuant to Section 151 of the General
                    Corporation Law of the State of Delaware


                  WorldPort Communications, Inc., a Corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), in accordance with the provisions of Section 103 thereof, and
pursuant to Section 151 thereof, DOES HEREBY CERTIFY:

                  That pursuant to the authority conferred upon the Board of
Directors by the Certificate of Incorporation of the Corporation (the
"Certificate of Incorporation") and under the provisions of Section 151 of the
General Corporation Law of the State of Delaware, on July 2, 1999, the Board of
Directors adopted the following resolution creating a series of preferred stock,
$0.0001 par value per share ("Preferred Stock"), designated as Series D
Convertible Preferred Stock:

                  "RESOLVED that, pursuant to the authority vested in the Board
         of Directors of the Corporation in accordance with the provisions of
         the Corporation's Certificate of Incorporation, a series of Preferred
         Stock of the Corporation be, and it hereby is, authorized and created,
         and that the designation and amount thereof and the voting powers,
         preferences and relative, participating, optional or other special
         rights of the shares of such series, and the qualifications,
         limitations or restrictions thereof are as follows:

                  Section 1.  Designation: Series, Amount and Ranking. The
         shares of the series of Preferred Stock established hereby shall be
         designated "Series D Convertible Preferred Stock" (such shares being
         hereafter called the "Series D Preferred Stock"), and the number of
         shares constituting such series shall be 650,000 which shares shall
         have a par value of $0.0001 per share and a stated value of $3.25 per
         share (the "Stated Value"). The Series D Preferred Stock shall rank on
         a parity with the shares of Series A Preferred Stock, Series B
         Convertible Preferred Stock and Series C Convertible Preferred Stock
         and prior to the Corporation's Common Stock, as to the payment of
         dividends and distribution of assets upon liquidation, dissolution or
         winding up of the Corporation, whether voluntary or involuntary.

                  Section 2.   Dividends and Distributions.

                           (a) The Corporation shall not declare or pay or set
                  apart for payment any dividends or make any other
                  distributions on, or make any payment on account of the
                  purchase, redemption or other retirement of any Series B
                  Convertible Preferred Stock or any class of stock or series
                  thereof of the Corporation ranking, as to dividends or as to
                  distributions in the event of a liquidation, dissolution or
                  winding up of the Corporation, junior to the Series D
                  Preferred Stock, including the Corporation's Common Stock,
                  (collectively, "Junior Stock") unless, prior to the payment of
                  such dividends or other payments the Corporation first
                  declares and pays a dividend equal to 7% of the Stated Value
                  (the "Series D Preferred Dividends") to the holders of shares
                  of the Series D



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                  Preferred Stock. Notwithstanding anything to the contrary
                  contained herein, the foregoing shall not apply to (i) any
                  dividend payable solely in any shares of any Junior Stock; or
                  (ii) the acquisition of shares of any Junior Stock either (A)
                  pursuant to any employee incentive or benefit plan or
                  arrangement (including any employment agreement) of the
                  Corporation or of any subsidiary of the Corporation heretofore
                  or hereafter adopted or (B) in exchange solely for shares of
                  any other Junior Stock. The Corporation shall not permit any
                  subsidiary of the Corporation to purchase or otherwise acquire
                  any shares of capital stock of the Corporation unless the
                  Corporation could, pursuant to this paragraph, purchase such
                  shares at such time and in such manner.

                           (b) Series D Preferred Dividends shall be paid in
                  cash on or prior to the date dividends are paid on the
                  corporation's Junior Stock (the "Dividend Payment Date"). The
                  Series D Preferred Dividends are not cumulative and no
                  interest shall accrue with respect to the Series D Preferred
                  Stock.

                           (c) Series D Preferred Dividends shall be payable to
                  holders of record as they appear on the books of the
                  Corporation or any transfer agent on a Series D Dividend
                  Payment Date.

                           (d) No Series D Dividends shall be declared or paid
                  or set apart for payment unless dividends have been or
                  contemporaneously are declared or paid or set apart for
                  payment on the Series A Preferred Stock, the Series B
                  Convertible Preferred Stock, the Series C Convertible
                  Preferred Stock or any other series of stock ranking on a
                  parity with the Series D Preferred Stock as to dividends
                  (collectively, "Parity Stock").

                           Section 3.  Voting Rights.

                           Each holder of record of Series D Preferred Stock
                  shall be entitled to vote on all matters submitted to a vote
                  of the stockholders of the corporation, voting together with
                  the holders of Common Stock as a single class. Each holder of
                  record of each share of Series D Preferred Stock shall be
                  entitled to one vote for each share of Series D Preferred
                  Stock held.

                           Section 4.  Liquidation, Dissolution or Winding Up.

                           (a) Upon any liquidation, dissolution, or winding up
                  of the Corporation, whether voluntary or involuntary (a
                  "Liquidation"), before any distribution or payment shall be
                  made to the holders of any Junior Stock, the holders of Series
                  D Preferred Stock shall be entitled to be paid out of the
                  assets of the Corporation an amount per share of Series D
                  Preferred Stock equal to the sum of $3.25 plus all declared
                  but unpaid Series D Preferred Dividends and any Series D
                  Preferred Dividends required to be declared pursuant to
                  Section 2(a) above as a result of the Liquidation (the
                  "Liquidation Preference"). After the payment of the full
                  Liquidation Preference, the holders of the Series D Preferred
                  Stock shall not be entitled to any further participation in
                  any distribution of assets of the Corporation.

                           (b) Neither the merger or consolidation of the
                  Corporation with or into any other corporation, nor the merger
                  or consolidation of any other corporation with or into the

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                  Corporation, nor the sale, lease, exchange or other transfer
                  of all of or any portion of the assets of the Corporation,
                  shall be deemed to be a Liquidation for purposes of this
                  Section 4.

                           (c) If upon any Liquidation the Liquidation
                  Preference is not paid in full to all holders of Series D
                  Preferred Stock, the holders of Series D Preferred Stock shall
                  share ratably in any such distribution with all holders of
                  Parity Stock, in proportion to the full distributable amounts
                  to which holders of all such parity shares are entitled upon
                  such distribution of assets.

                           Section 5.  Conversion.

                           (a) Optional Conversion. Subject to and in compliance
                  with the provisions of this Section 5, any shares of Series D
                  Preferred Stock may, at the option of the holder and without
                  any payment of consideration, be converted at any time into
                  fully-paid and nonassessable shares of Common Stock.

                           In the event that a holder of Series D Preferred
                  Stock desires to convert its Series D Preferred Stock into
                  shares of Common Stock, such holder shall surrender the
                  certificate or certificates therefor, duly endorsed, at the
                  office of the Corporation or any transfer agent for the Series
                  D Preferred Stock, and shall give written notice to the
                  Corporation at such office that such holder elects to convert
                  the same. Such notice shall state the number of shares of
                  Series D Preferred Stock being converted. Thereupon, the
                  Corporation shall promptly issue and deliver at such office to
                  such holder a certificate or certificates for the number of
                  shares of Common Stock to which such holder is entitled and
                  shall promptly pay in cash or, to the extent sufficient funds
                  are not then legally available therefor, in Common Stock (at
                  the Common Stock's fair market value determined by the Board
                  of Directors as of the date of such conversion), any declared
                  but unpaid Series D Preferred Dividends on the shares of
                  Series D Preferred Stock being converted. Such conversion
                  shall be deemed to have been made at the close of business on
                  the date of such surrender of the certificates representing
                  the shares of Series D Preferred Stock to be converted, and
                  the person entitled to receive the shares of Common Stock
                  issuable upon such conversion shall be treated for all
                  purposes as the record holder of such shares of Common Stock
                  on such date.

                           (b) Mandatory Conversion. Upon the conversion of at
                  least 70% of the Series D Preferred Stock originally issued by
                  the Corporation, each outstanding share of Series D Preferred
                  Stock shall, without any action on the part of the Corporation
                  or the holders of Series D Preferred Stock, be automatically
                  converted into shares of Common Stock. All such outstanding
                  shares of Series D Preferred Stock shall be deemed converted
                  effective upon the date on which at least 70% of the
                  originally issued Series D Preferred Stock is converted, and
                  thereafter each certificate for Series D Preferred Stock
                  outstanding shall be deemed to represent the number of shares
                  of Common Stock into which it has been converted.
                  Nevertheless, each holder of Series D Preferred Stock shall
                  thereafter surrender its certificates for shares of Series D
                  Preferred Stock for conversion in accordance with Section 5(a)
                  above.

                           (c) Conversion Rate. The number of shares of Common
                  Stock to which a

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                  holder of Series D Preferred Stock shall be entitled upon
                  conversion (whether optional or mandatory) shall be the
                  product obtained by multiplying the "Series D Preferred Stock
                  Conversion Rate" then in effect by the number of shares of
                  Series D Preferred Stock being converted. The conversion rate
                  in effect at any time for conversion of the Series D Preferred
                  Stock (the "Series D Preferred Stock Conversion Rate") shall
                  be the quotient obtained by dividing $3.25 by the "Series D
                  Preferred Stock Conversion Price."

                           (d) Conversion Price. The conversion price (the
                  "Series D Preferred Stock Conversion Price") for the Series D
                  Preferred Stock shall initially be $3.25. The Series D
                  Preferred Stock Conversion Price shall be adjusted from time
                  to time in accordance with this Section 5. All references to
                  the Series D Preferred Stock Conversion Price herein shall
                  mean the such conversion price as so adjusted from time to
                  time.

                           (e) Series D Preferred Stock No Longer Outstanding.
                  Upon conversion of shares of Series D Preferred Stock, such
                  shares shall no longer be deemed to be outstanding and all
                  rights of the holders thereof as Series D Preferred
                  Stockholders of the Corporation shall cease.

                           (f) Adjustments for Stock Splits and Dividends. In
                  the event the Corporation shall, at any time or from time to
                  time while any of the shares of Series D Preferred Stock are
                  outstanding, (i) pay a dividend or make a distribution with
                  respect to Common Stock in shares of Common Stock, (ii)
                  subdivide or split its outstanding shares of Common Stock into
                  a larger number of shares, or (iii) combine its outstanding
                  shares of Common Stock into a smaller number of shares, in
                  each case whether by reclassification of shares,
                  recapitalization of the Corporation or otherwise, the Series D
                  Preferred Stock Conversion Price in effect immediately prior
                  thereto shall be adjusted by multiplying the Series D
                  Preferred Stock Conversion Price by a fraction, the numerator
                  of which is the number of shares of Common Stock outstanding
                  immediately before such event, and the denominator of which is
                  the number of shares of Common Stock outstanding immediately
                  after such event. Such adjustment shall become effective at
                  the opening of business on the Business Day next following the
                  record date for determination of stockholders entitled to
                  receive such dividend or distribution in the case of a
                  dividend or distribution, and shall become effective
                  immediately after the effective date in case of a subdivision,
                  split, combination or reclassification; and any shares of
                  Common Stock issuable in payment of a dividend shall be deemed
                  to have been issued immediately prior to the close of business
                  on the record date for such dividend.

                           (g) Adjustments for Merger, etc. If there shall occur
                  a merger or consolidation of the Corporation with or into
                  another entity, any merger or consolidation of another entity
                  into the Corporation (other than a merger or consolidation
                  that does not result in any conversion, exchange or
                  cancellation of outstanding shares of Common Stock), any sale
                  or transfer of all or substantially all of the assets of the
                  Corporation or any compulsory share exchange, that results in
                  the conversion or exchange of the Common Stock into, or the
                  right to receive, other securities or other property (whether
                  of the Corporation or any other entity), then the Series D
                  Preferred Stock will thereafter no longer be convertible into
                  shares of Common Stock, but instead will be convertible into
                  the kind and amount of securities or other property which the
                  holder of such shares of Series D Preferred Stock would have
                  owned immediately after such merger,

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                  consolidation, sale or share exchange if such shares of Series
                  D Preferred Stock had been converted into shares of Common
                  Stock immediately before the effective time of such merger,
                  consolidation, sale or share exchange. If this paragraph (g)
                  applies, then no adjustment in respect of the same merger,
                  consolidation, sale or share exchange shall be made pursuant
                  to the other provisions of this Section. In the event that at
                  any time, as a result of an adjustment made pursuant to this
                  paragraph (g), the Series D Preferred Stock shall become
                  subject to conversion into any securities other than shares of
                  Common Stock, thereafter the number of such other securities
                  so issuable upon conversion of the shares of Series D
                  Preferred Stock shall be subject to adjustment from time to
                  time in a manner and on terms as nearly equivalent as
                  practicable to the provisions contained in this Section 5.

                           (h) Fractional Shares. No fractional shares of Common
                  Stock shall be issued upon conversion of Series D Preferred
                  Stock. All shares of Common Stock (including fractions
                  thereof) issuable upon conversion of more than one share of
                  Series D Preferred Stock by a holder thereof shall be
                  aggregated for purposes of determining whether the conversion
                  would result in the issuance of any fractional share. If,
                  after the aforementioned aggregation, the conversion would
                  result in the issuance of any fractional share, the
                  Corporation shall, in lieu of issuing any fractional share,
                  pay cash equal to the product of such fraction multiplied by
                  the Common Stock's Fair Market Value on the date of
                  conversion. For purposes of this Section 5(h), the Fair Market
                  Value of the Common Stock shall be equal to the average
                  closing sales price of a share of the Company's Common Stock
                  on the Nasdaq SmallCap Market (or such other national
                  securities exchange or automated quotation system on which the
                  Common Stock is then listed or quoted) for the 10 consecutive
                  trading days immediately preceding the date of conversion.

                           (i) Reservation of Stock Issuable Upon Conversion.
                  The Corporation shall at all times reserve and keep available
                  out of its authorized but unissued shares of Common Stock,
                  solely for the purpose of effecting the conversion of the
                  shares of the Series D Preferred Stock, such number of its
                  shares of Common Stock as shall from time to time be
                  sufficient to effect the conversion of all outstanding shares
                  of the Series D Preferred Stock. If at any time the number of
                  authorized but unissued shares of Common Stock shall not be
                  sufficient to effect the conversion of all then outstanding
                  shares of the Series D Preferred Stock, the Corporation will
                  take such corporate action as may, in the opinion of its
                  counsel, be necessary to increase its authorized but unissued
                  shares of Common Stock to such number of shares as shall be
                  sufficient for such purpose.

                           (j) Payment of Taxes. The Corporation will pay all
                  taxes (other than taxes based upon income) and other
                  governmental charges that may be imposed with respect to the
                  issue or delivery of shares of Common Stock upon conversion of
                  shares of Series D Preferred Stock, excluding any tax or other
                  charge imposed in connection with any transfer involved in the
                  issue and delivery of shares of Common Stock in a name other
                  than that in which the shares of Series D Preferred Stock so
                  converted were registered.

                           Section 6.  Notices.

                           Any notice required by the provisions hereof shall be

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                  in writing and shall be deemed effectively given: (i) upon
                  personal delivery to the party to be notified, (ii) when sent
                  by confirmed telex or facsimile, (iii) five (5) days after
                  having been sent by registered or certified mail, return
                  receipt requested, postage prepaid, or (iv) one (1) day after
                  deposit with a nationally recognized overnight courier,
                  specifying next day delivery, with written verification of
                  receipt. All notices shall be addressed to the Corporation at
                  its principle office and to each holder of record at the
                  address of such holder appearing on the books of the
                  Corporation.


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                  IN WITNESS WHEREOF, WorldPort Communications, Inc. has caused
this Certificate of Designations, Preferences and Rights to be duly executed by
its Chairman and Chief Executive Officer and attested by its Assistant
Secretary, this 2nd day of July, 1999.



                                      WORLDPORT COMMUNICATIONS, INC.



                                      By:
                                         --------------------------------------
                                          Carl Grivner
                                          Chairman and Chief Executive Officer

ATTEST:


--------------------------------------
Don Featherstone, Assistant Secretary



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