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                                                                    Exhibit 4.1




                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                            Z-TEL TECHNOLOGIES, INC.

         Z-Tel Technologies, Inc., a corporation existing under the laws of the
State of Delaware, does hereby certify as follows:

         1.       The name of the corporation is Z-Tel Technologies, Inc. The
original Certificate of Incorporation was filed with the Secretary of State of
Delaware on March 19, 1998.

         2.       This Restated Certificate of Incorporation restates and
integrates and also further amends the Certificate of Incorporation of the
Corporation. This Amended and Restated Certificate of Incorporation was
proposed by the board of directors and duly adopted by the stockholders of the
Corporation in the manner and by the vote prescribed by Sections 228, 242 and
245 of the General Corporation Law of the State of Delaware (as the same exists
or may hereafter be amended). The text of the Certificate of Incorporation is
hereby amended and restated to read in its entirety as follows:


                                   ARTICLE I

                                      Name

         The name of the corporation is Z-Tel Technologies, Inc.


                                   ARTICLE 11

                      Registered Office; Registered Agent

         The address of the corporation's 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 the corporation's registered
agent at such address is: The Corporation Trust Company.


                                  ARTICLE III

                              Purposes and Powers

         The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.




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                                   ARTICLE IV

                                 Capital Stock

         The total number of shares of stock which the corporation shall have
authority to issue is 50,000,000, of which 30,000,000 shall be shares of common
stock, $.01 par value per share (the "Common Shares"), and 20,000,000 shall be
shares of preferred stock, $.01 par value per share (the "Preferred Shares").
The designations, voting powers and relative rights and preferences of the two
classes of shares of stock shall be as set forth below.

A.       Common Shares

         1.       Powers, Rights and Preferences. The Common Shares shall be
without distinction as to powers, rights and preferences, and shall have one
vote per share on all matters on which shareholders are generally entitled to
vote.

         2.       Dividends. After the requirements regarding preferential
dividends on the Preferred Shares (fixed in accordance with the provisions of
paragraph B of this Article IV), if any, have been met and after the
corporation has complied with all of the requirements, if any, regarding the
setting aside of sums as sinking funds or redemption or purchase accounts
(fixed in accordance with the provisions of paragraph B of this Article IV) and
subject further to any other conditions which may be fixed in accordance with
the provisions of paragraph B of this Article IV, then but not otherwise, the
holders of Common Shares shall be entitled to receive such dividends, if any,
as may be declared from time to time by the board of directors.

         3.       Distributions. After distribution in full of the preferential
amount (as may be fixed in accordance with the provisions of paragraph B of
this Article IV), if any, to be distributed to the holders of Preferred Shares,
and subject to any further rights of the holders of Preferred Shares (as may be
fixed in accordance with the provisions of paragraph B of this Article IV) to
further participate in a liquidation, distribution or sale or assets,
dissolution or winding-up of the corporation, all its remaining assets,
tangible and intangible, of whatever kind available for distribution to the
shareholders, ratably in proportion to the number of Common Shares held by
each.

B.       Preferred Shares

         1.       Issuance by Board Resolution; Series. The board of directors
of the corporation shall have the authority by resolution to issue from time to
time Preferred Shares on such terms as it may determine and for such
consideration as fixed by the board of directors. The Preferred Shares may be
issued in one or more series as may be determined from time to time by the
board of directors. Each series shall be distinctly designated by number,
letter or title. All Preferred Shares of any one series shall be alike in every
particular, except that there may be different dates from which dividends
thereon, if any, shall be cumulative, if made cumulative. The powers,
preferences and relative, participating, optional and other rights of each such
series,




                                       2

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and the qualifications, limitations or restrictions thereof, if any, may differ
from those of any and all other series at any time outstanding.

         2.       Preferences and Rights. Subject to the provisions of
subparagraph 3 of this paragraph B of Article IV, the board of directors of the
corporation is hereby expressly granted authority to fix by resolution or
resolutions adopted prior to the issuance of any Preferred Shares of each
particular series, the designation, powers, preferences and relative,
participating, optional and other rights, and the qualifications, limitations
and restrictions thereof, if any, of such series.

         3.       Issuance of Preferred Shares. The relative powers,
preferences and rights of each series of Preferred Shares in relation to the
powers, preferences and rights of other series of Preferred Shares shall, in
each case, be as fixed from time to time by the board of directors in
resolutions adopted pursuant to authority granted in this paragraph B of
Article IV, and the consent by series vote or otherwise, of the holders of such
of the series of Preferred Shares as are from time to time outstanding shall
not be required for the issuance by the board of directors of any other series
of Preferred Shares, whether or not the powers, preferences and rights of such
other series shall be fixed by the board of directors as senior to, or on a
parity with, the powers, preferences and rights of such outstanding series, or
any of them; provided, however, that the board of directors may provide in such
resolutions regarding any series of Preferred Shares that the consent of the
holders of a certain percentage, as fixed therein by the board of directors, of
the outstanding Preferred Shares of such series shall be required for the
issuance of any other series of Preferred Shares.


                                   ARTICLE V

                                 -Incorporator

         The name and mailing address of the incorporator is:

                  Laura Vitalo
                  The Corporation Trust Company
                  Corporation Trust Center
                  1209 Orange Street
                  Wilmington, Delaware 19801


                                   ARTICLE VI

                                   Directors

A.       Number of Directors. The affairs of the corporation shall be managed
and conducted by a board of directors, and unless otherwise provided in the
by-laws, the election of directors need not be by written ballot. The number of
directors which shall constitute the whole board of directors shall be fixed
by, or in the manner provided in, the by-laws of the corporation.




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B.       Power and Authority of the Board of Directors: The board of directors
shall have such powers as are conferred on the board of directors by the laws
of the State of Delaware. In furtherance of such powers, the board of directors
is expressly authorized to adopt, amend or repeal the by-laws of the
corporation without the consent or vote of the stockholders.


                                  ARTICLE VII

                   Indemnification of Directors and Officers

         Each person who is or was a director or officer of the corporation and
each person who serves or served at the request of the corporation as a
director, officer or partner of another enterprise shall be indemnified by the
corporation in accordance with, and to the fullest extent authorized by, the
General Corporation Law of the State of Delaware as the same now exists or may
be hereafter amended. No amendment to or repeal of this Article VII shall apply
to or have any effect on the rights of any individual referred to in this
Article VII for or with respect to acts or omissions of such individual
occurring prior to such amendment or repeal.


                                  ARTICLE VIII

                 Elimination of Certain Liability of Directors

         To the fullest extent permitted by the General Corporation Law of the
State of Delaware as the same now exists or may be hereafter amended, a
director of the corporation shall not be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
No amendment to or repeal of this Article VIII 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 the effective date of such amendment or repeal.




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                                   ARTICLE IX

                             Reservation of Powers

         The corporation reserves the right to amend, alter or repeal any
provision contained in this certificate of incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon the stockholders
herein are granted subject to this reservation.

         The undersigned, being the Secretary of the corporation does hereby
certify that the corporation has amended and restated its Certificate of
Incorporation as set forth above, does hereby certify that such amendment and
restatement has been duly adopted in accordance with the applicable provisions
of Sections 242 and 245 of the General Corporation Law of the State of
Delaware, and does hereby make and file this Amended and Restated Certificate
of Incorporation.

Dated: October 20, 1998

                                      /s/ Russell T. Alba
                                      -----------------------------------------
                                          Russell T. Alba, Secretary




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                            CERTIFICATE OF AMENDMENT

                                     TO THE

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                            Z-TEL TECHNOLOGIES, INC.


     I, the undersigned, Secretary of Z-Tel Technologies, Inc., a corporation
existing under the laws of the State of Delaware (the "Corporation"), does
hereby certify as follows:

     FIRST:    That the Certificate of Incorporation of the Corporation was
filed with the Secretary of the State of Delaware on March 19, 1998 and the
Amended and Restated Certificate of Incorporation was filed on October 21, 1998.

     SECOND:   That this amendment to the Amended and Restated Certificate of
Incorporation is hereby amended, for the purposes of increasing the
Corporation's authorized capital stock, as follows: by striking out ARTICLE IV
thereof at it now exists and inserting in lieu thereof a new ARTICLE IV reading
in its entirety, as follows:


                                  "ARTICLE IV

     The total number of shares that the Corporation shall have authority to
issue is 200,000,000 shares, consisting of 150,000,000 shares of common stock,
par value $0.01 per share (the "Common Stock"), and 50,000,000 shares of
preferred stock, par value $0.01 per share (the "Preferred Stock")."

     THIRD:    That such amendment was proposed by the board of directors and
duly adopted by the stockholders of the Corporation in the manner and by the
vote prescribed by Sections 228,242 of the General Corporation Law of the State
of Delaware.


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     IN WITNESS WHEREOF, I have subscribed this document on the date set forth
below and do hereby affirm, under the penalties of perjury, that the statements
contained herein have been examined by me and are true and correct.

     Date: November 23, 1999




                                        Z-TEL TECHNOLOGIES, INC.

                                        /s/ Mark Johnson
                                        ------------------------------------
                                        Mark Johnson
                                        Secretary

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                            CERTIFICATE OF AMENDMENT

                                     TO THE

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                            Z-TEL TECHNOLOGIES, INC.

         The undersigned Chief Executive Officer and President of Z-Tel
Technologies, Inc., a corporation existing under the laws of the State of
Delaware (the "Corporation"), does hereby certify as follows:

         FIRST: That this Certificate of Amendment to the Amended and Restated
Certificate of Incorporation, filed on October 21, 1998 (the "Amended
Certificate"), hereby further amends the Amended Certificate, for purposes of
dividing the board of directors of the corporation into three classes, as
follows: by striking out ARTICLE VI thereof in its entirety and inserting in its
place a new ARTICLE VI, as follows:

                                   "ARTICLE VI

                                    Directors

         A. The management of the business and the conduct of the affairs of the
corporation shall be vested in a board of directors.

         B. The directors, other than those who may be elected by the holders of
any class or series of stock having a preference over the Common Shares as to
dividends or upon liquidation, shall be classified, with respect to the time for
which they severally hold office, into three classes, as nearly equal in number
as possible, one class to be originally elected for a term expiring at the
annual meeting of stockholders to be held in 2001, another class to be
originally elected for a term expiring at the annual meeting of stockholders to
be held in 2002, and another class to be originally elected for a term expiring
at the annual meeting of stockholders to be held in 2003. At each annual meeting
of stockholders following the initial classification and election, the
respective successors of each class shall be elected for three-year terms.

         C. The directors of the corporation need not be elected by written
ballot unless the bylaws of the corporation so provide. A director shall hold
office until the annual meeting for the year in which his term expires and until
his successor shall be elected and shall qualify, subject, however, to prior
death, resignation, retirement, disqualification or removal from office.




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         D. The number of directors of the corporation shall be fixed and may be
changed from time to time by resolution of the board of directors. If the number
of directors is changed, any increase or decrease shall be apportioned among the
classes so as to maintain the number of directors in each class as nearly equal
as possible.

         E. Any vacancies on the board of directors resulting from death,
resignation, disqualification, removal, increase in the number of directors
constituting the board of directors, or other causes, unless the board of
directors determines by resolution that any such vacancies or newly created
directorships shall be filled by stockholders, and except as otherwise provided
by law, shall be filled only by the affirmative vote of a majority of the
remaining directors then in office, or by a sole remaining director, even though
less than a quorum of the board of directors, and not by the stockholders. If
any applicable provision of the General Corporation Law of the State of Delaware
expressly confers power on stockholders to fill such a directorship at a special
meeting of stockholders, such a directorship may be filled at such meeting only
by the affirmative vote of at least 80 percent of the voting power of all shares
of the corporation entitled to vote generally in the election of directors
voting as a single class.

         F. Any additional director of any class elected to fill a newly created
directorship shall hold office for a term that shall coincide with the remaining
term of that class, but in no case shall a decrease in the number of directors
constituting the board of directors remove or shorten the term of any incumbent
director. Any director elected to fill a vacancy not resulting from an increase
in the number of directors shall have the same remaining term as that of his
predecessor.

         G. Directors may be removed only for cause, and only by the affirmative
vote of at least 80 percent in voting power of all shares of the corporation
entitled to vote generally in the election of directors, voting as a single
class.

         H. Notwithstanding the foregoing, whenever the holders of any one or
more class or series of capital stock issued by the corporation shall have the
right, voting separately as a class or series or with one or more such other
classes or series, to elect directors at an annual or special meeting of
stockholders, the election, term of office, removal, filling of vacancies and
other features of such directorships shall be governed by the terms of this
certificate of incorporation (including any certificate of designations relating
to any class or series of capital stock) applicable thereto, and such directors
so elected shall not be divided into classes pursuant to this Article VI unless
expressly provided by such terms."

         SECOND: That this Certificate of Amendment was proposed by the board of
directors and duly adopted by the stockholders of the corporation in the manner
and by the vote prescribed by Sections 141(d) and 242 of the General Corporation
Law of the State of Delaware.




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         IN WITNESS WHEREOF, I have subscribed this document on the date set
forth below and do hereby affirm, under the penalties of perjury, that the
statements contained herein have been examined by me and are true and correct.

Date:    May 30, 2000

                                     Z-TEL TECHNOLOGIES, INC.

                                     /s/ D. Gregory Smith
                                     ------------------------------
                                     D. Gregory Smith
                                     Chief Executive Officer and President