Exhibit 4.1


                          CERTIFICATE OF INCORPORATION

                                       OF

                       HUNGARIAN TELEPHONE AND CABLE CORP.

                              (as amended to date)


                  The  undersigned,   a  natural  person,  for  the  purpose  of
organizing a corporation  for conducting the business and promoting the purposes
hereinafter stated,  under the provisions and subject to the requirements of the
laws of the State of Delaware  (particularly  Chapter 1, Title 8 of the Delaware
Code and the acts  amendatory  thereof  and  supplemental  thereto,  and  known,
identified,  and  referred to as the  "General  Corporation  Law of the State of
Delaware"), hereby certifies that:

                  FIRST:   The name of the corporation (hereinafter called the
"corporation") is Hungarian Telephone and Cable Corp.

                  SECOND:  The address,  including  street,  number,  city,  and
county,  of the registered office of the corporation in the State of Delaware is
15 East  North  Street,  City of  Dover,  County  of  Kent;  and the name of the
registered  agent of the corporation in the State of Delaware at such address is
XL Corporate Services, Inc.

                  THIRD:   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.

                  FOURTH:  The total  number of shares of all  classes  of stock
which the  corporation  is authorized to issue is thirty  million  (30,000,000),
consisting  of five million  (5,000,000)  shares of preferred  stock,  par value
one-tenth of one cent ($.001) per share (the "Preferred Stock"), and twenty-five
millions  (25,000,000)  shares of common stock,  par value one-tenth of one cent
($.001) per share (the "Common Stock").

                  Each  issued  and  outstanding  share of  Common  Stock  shall
entitle the holder of record thereof to one vote.

                  The Preferred Stock may be issued in one or more series as may
be determined from time to time by the Board of Directors. All shares of any one
series of Preferred  Stock will be identical  except as to the date of issue and
the dates from which dividends on shares of the series issued on different dates
will cumulate, if cumulative. Authority is hereby expressly granted to the Board
of Directors to authorize the issuance of one or more series of Preferred Stock,
and to fix by  resolution  or  resolutions  providing for the issue of each such
series  the  voting  powers,   the  designation,   preferences,   and  relative,
participating,  optional,  redemption,  conversion,  exchange  or other  special
rights,  qualifications,  limitations or  restrictions  of such series,  and the
number of shares in each series,  to the full extent now or hereafter  permitted
by law.

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                  The  redemption,  purchase or  acquiring by the Company of any
shares of its  Preferred  Stock,  shall not be deemed to reduce  the  authorized
number of shares of Preferred Stock of the Company.  Any shares of the Company's
Preferred Stock redeemed,  retired,  purchased or otherwise acquired  (including
shares acquired by conversion) shall be cancelled and shall assume the status of
authorized but unissued  Preferred Stock in the same manner as if the shares had
never been issued as shares of any series of Preferred Stock and be undesignated
as to future series.

                  FIFTH:   The  name  and mailing address of the incorporator is
as follows:

         NAME                                    MAILING ADDRESS

         Frank R. Cohen                          445 Park Avenue
                                                 New York, New York  10022

                  SIXTH:   The corporation is to have perpetual existence.

                  SEVENTH:  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 ss. 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 ss. 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 said  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 creditors,  and/or corporation, as the case may
be, and also on this corporation.

                  EIGHTH: For the management of the business and for the conduct
of the affairs of the corporation,  and in further definition,  limitation,  and
regulation  of the powers of the  corporation  and of its  directors  and of its
stockholders or any class thereof, as the case may be, it is further provided:

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<PAGE>

                  1. The  management  of the  business  and the  conduct  of the
         affairs of the  corporation  shall be vested in its Board of Directors.
         The number of  directors  which  shall  constitute  the whole  Board of
         Directors  shall be fixed by, or in the manner provided in, the Bylaws.
         The phrase  "whole  Board" and the phrase  "total  number of directors"
         shall be deemed to have the same  meaning,  to wit, the total number of
         directors which the corporation  would have if there were no vacancies.
         No election of directors need be by written ballot.

                  2. After the original or other Bylaws of the corporation  have
         been adopted,  amended, or repealed,  as the case may be, in accordance
         with the  provisions of ss. 109 of the General  Corporation  Law of the
         State of Delaware,  and, after the corporation has received any payment
         for any of its stock,  the power to adopt,  amend, or repeal the Bylaws
         of the  corporation  may be  exercised by the Board of Directors of the
         corporation;   provided,   however,   that   any   provision   for  the
         classification  of directors of the  corporation  for  staggered  terms
         pursuant to the  provisions of subsection (d) of ss. 141 of the General
         Corporation  Law of the  State of  Delaware  shall  be set  forth in an
         initial  Bylaw or in a Bylaw  adopted by the  stockholders  entitled to
         vote of the corporation unless provisions for such classification shall
         be set forth in this certificate of incorporation.

                  3. Whenever the corporation  shall be authorized to issue only
         one class of stock,  each  outstanding  share shall  entitle the holder
         thereof  to  notice  of,  and the  right to vote  at,  any  meeting  of
         stockholders.  Whenever the  corporation  shall be  authorized to issue
         more  than one  class of stock,  no  outstanding  share of any class of
         stock  which  is  denied  voting  power  under  the  provisions  of the
         certificate  of  incorporation  shall entitle the holder thereof to the
         right to vote at any meeting of  stockholders  except as the provisions
         of  paragraph  (2)  of  subsection  (b)  of  ss.  242  of  the  General
         Corporation  Law of the  State of  Delaware  shall  otherwise  require;
         provided,  that no share of any such class  which is  otherwise  denied
         voting power shall entitle the holder thereof to vote upon the increase
         or decrease in the number of authorized shares of said class.

                  4. All meetings of  stockholders  shall be held in  accordance
         with  ss.  211  and  it  shall  not  be  permitted  for  an  action  of
         stockholders  to be  taken  by a  consent  of  stockholders  in lieu of
         meeting as provided for in ss. 228.

                  NINTH:  The  personal   liability  of  the  directors  of  the
corporation is hereby  eliminated to the fullest  extent  permitted by paragraph
(7) of subsection (b) of ss. 102 of the General  Corporation Law of the State of
Delaware, as the same may be amended and supplemented.

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<PAGE>

                  TENTH: The corporation  shall, to the fullest extent permitted
by ss. 145 of the General Corporation Law of the State of Delaware,  as the same
may be amended and  supplemented,  indemnify  any and all persons  whom it shall
have power to  indemnify  under said section from and against any and all of the
expenses,  liabilities,  or other  matters  referred  to in or  covered  by said
section,  and the  indemnification  provided  for  herein  shall  not be  deemed
exclusive of any other rights to which those  indemnified  may be entitled under
any  Bylaw,  agreement,  vote of  stockholders  or  disinterested  directors  or
otherwise,  both as to action in another capacity while holding such office, and
shall  continue  as to a  person  who  has  ceased  to be a  director,  officer,
employee, or agent and shall inure to the benefit of the heirs,  executors,  and
administrators of such a person.

                  ELEVENTH:  From  time to time  any of the  provisions  of this
certificate of incorporation  may be amended,  altered,  or repealed,  and other
provisions  authorized by the laws of the State of Delaware at the time in force
may be added or  inserted  in the  manner  and at the  time  conferred  upon the
stockholders of the corporation by this certificate of incorporation are granted
subject to the provisions of this Article ELEVENTH.

Signed on March 20, 1992

                                                   /s/ Frank R. Cohen
                                                   Incorporator


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