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                                                                     Exhibit 3.1

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                              VIA NET.WORKS, INC.
                       __________________________________

                         Pursuant to Section 245 of the
                            General Corporation Law
                            of the State of Delaware


          VIA NET.WORKS, INC., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), hereby certifies as follows:

          1.  The Corporation was originally incorporated under the name
"Centennial International Access Corp."  The present name of the Corporation is
VIA NET.WORKS, Inc.

          2.   The Certificate of Incorporation (as amended, the "Certificate of
Incorporation") of the Corporation was filed in the office of the Secretary of
State of the State of Delaware on June 13, 1997.

          3.  The text of the Certificate of Incorporation, as heretofore
amended, is hereby amended and restated to read in its entirety as follows:


ARTICLE 1.  NAME
      The name of this Corporation is VIA NET.WORKS, Inc.

ARTICLE 2.  REGISTERED OFFICE AND AGENT

          The registered office of the Corporation shall be located at 1013
Centre Road, in the City of Wilmington, County of New Castle, in the State of
Delaware.  The registered agent for the Corporation at such address shall be
Corporation Services Company.

ARTICLE 3.  PURPOSE 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 (the "Delaware General Corporation Law").  The
Corporation shall have all power necessary or convenient to the conduct,
promotion or attainment of such acts and activities.

ARTICLE 4.  CAPITAL STOCK

       4.1.  Authorized Shares

          The total number of shares of all classes of stock that the
Corporation shall have the authority to issue is 142,500,000, of which
125,000,000 of such shares shall be common stock having a par value of $.001 per
share ("Voting Common Stock"), 7,500,000 of such shares shall be non-voting
common stock having a par value of $.001 per share ("Nonvoting Common Stock")
and 10,000,000 of such shares shall be preferred stock, having a par value of
$.001 per share ("Preferred Stock").

       4.2.  Voting Common Stock and Nonvoting Common Stock
       4.2.1. Relative Rights and Conversion
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          Except as expressly provided by this Article 4, Voting Common Stock
and Nonvoting Common Stock (collectively, the "Common Shares") shall be pari
passu in all respects.  Except as required by law, Nonvoting Common Stock shall
not be entitled to vote on any matter submitted for approval by the
Corporation's stockholders.  If the Corporation shall in any manner subdivide
(by stock split, stock dividend or otherwise) or combine (by reverse stock split
or otherwise) the outstanding shares of Voting Common Stock, the outstanding
shares of Nonvoting Common Stock shall be proportionally subdivided or combined,
and vice versa.  No dividends shall be declared and paid on Voting Common Stock
unless equivalent dividends are simultaneously paid on Nonvoting Common Stock,
and vice versa; provided, however, that in the case of a dividend payable in
shares of Voting Common Stock, the holders of Voting Common Stock shall receive
additional shares of Voting Common Stock and the holders of Nonvoting Common
Stock shall receive additional shares of Nonvoting Common Stock.

          Nonvoting Common Stock shall be convertible into Voting Common Stock
on a share-for-share basis at the option of the holder thereof; provided,
however, that no holder of Nonvoting Common Stock shall be entitled to convert
any such shares into Voting Common Stock to the extent that, as a result of such
conversion, such holder and its Affiliates would directly or indirectly own,
control or have voting power with respect to a greater number of shares of stock
or other securities of the Corporation than such holder and its Affiliates would
be permitted to own, control or have voting power with respect thereto under any
law, regulation, rule or other requirement of any governmental authority at the
time applicable to such holder or its Affiliates, including without limitation
the Bank Holding Company Act of 1956, as amended, and the regulations thereunder
(the "BHCA").  The Corporation shall not be required to record the conversion
of, and no holder shall be entitled to convert, shares of Nonvoting Common Stock
into Voting Common Stock unless such conversion is permitted under applicable
law; provided, however, that the Corporation shall be entitled to rely without
independent verification upon the representation of any holder that such
conversion is permitted under applicable law, and in no event shall the
Corporation be liable to such holder or any third party arising from any such
conversion whether or not permitted by applicable law.  For the purposes of this
Section 4.2.1., "Affiliates" shall mean, with respect to any person, any other
person Controlling, Controlled by or under common Control with such person.

"Control" (including the terms "Controlled by" and "under common Control with")
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shall mean, as used with respect to any person, possession, directly or
indirectly or as a trustee or executor, of power to direct or cause the
direction of management or policies of such person (whether through ownership of
voting securities, as trustee or executor, by agreement or otherwise).  "Person"
shall mean an individual, partnership, corporation, firm, association, joint
stock company, trust, joint venture, unincorporated organization, or
governmental, quasi-governmental or regulatory authority (or any department,
agency or political subdivision thereof), or any other legally recognized
entity.

          Each holder of Nonvoting Common Stock who desires to convert the same
into shares of Voting Common Stock pursuant to this Section 4.2.1 shall
surrender the certificate or certificates therefor, duly endorsed, at the office
of the Corporation or any transfer agent for the Nonvoting Common Stock, and
shall give to the Corporation at such office (1) written notice that such holder
elects to convert the same and (2) a written representation certifying that such
conversion is permitted under applicable law.  Such notice shall state the
number of shares of Nonvoting Common 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 Voting Common Stock to
which such holder is entitled.  Such conversion shall be deemed to have been
made at the close of business on the date of such surrender of the certificate
representing the shares of Nonvoting Common Stock to be converted, and the
person entitled to receive the shares of Voting Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder of such Voting
Common Stock on such date.

          In addition, the Common Shares shall be subject to all of the rights,
privileges, preferences and priorities of Preferred Stock as set forth in the
certificate of designations filed to establish the respective series of
Preferred

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Stock. Each share of Voting Common Stock shall have the same relative rights as,
and be identical in all respects to, all other shares of Voting Common Stock.

       4.2.2. Dividends

          Whenever there shall have been paid, or declared and set aside for
payment, to the holders of shares of any class of stock having preference over
the Common Shares as to the payment of dividends, the full amount of dividends
and of sinking fund or retirement payments, if any, to which such holders are
respectively entitled in preference to the Common Shares, then dividends may be
paid on the Common Shares and on any class or series of stock entitled to
participate therewith as to dividends, out of any assets legally available for
the payment of dividends thereon, but only when and as declared by the Board of
Directors of the Corporation (the "Board of Directors").

       4.2.3. Dissolution, Liquidation, Winding Up

          In the event of any dissolution, liquidation, or winding up of the
Corporation, whether voluntary or involuntary, the holders of the Common Shares,
and holders of any class or series of stock entitled to participate therewith,
in whole or in part, as to the distribution of assets in such event, shall
become entitled to participate in the distribution of any assets of the
Corporation remaining after the Corporation shall have paid, or provided for
payment of, all debts and liabilities of the Corporation and after the
Corporation shall have paid, or set aside for payment, to the holders of any
class of stock having preference over the Common Shares in the event of
dissolution, liquidation or winding up the full preferential amounts (if any) to
which they are entitled.

       4.2.4. Voting Rights

          Each holder of shares of Voting Common Stock shall be entitled to
attend all special and annual meetings of the stockholders of the Corporation
and, share for share and without regard to class, together with the holders of
all other classes of stock entitled to attend such meetings and to vote (except
any class or series of stock having special voting rights), to cast one vote for
each outstanding share of Voting Common Stock so held upon any matter or thing
(including, without limitation, the election of one or more directors) properly
considered and acted upon by the stockholders.

       4.2.5. Reservation of Voting Common Stock Issuable Upon Conversion of
Nonvoting Common Stock

          The Corporation shall at all times reserve and keep available out of
its authorized but unissued shares of Voting Common Stock, solely for the
purpose of effecting the conversion of the shares of Nonvoting Common Stock,
such number of its shares of Voting Common Stock as shall from time to time be
sufficient to effect the conversion of all outstanding shares of Nonvoting
Common Stock.  If at any time the number of authorized but unissued shares of
Voting Common Stock shall not be sufficient to effect the conversion of all
then-outstanding shares of Nonvoting Common 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 Voting Common Stock to such
number of shares as shall be sufficient for such purpose.

       4.3. Preferred Stock

          The Board of Directors is authorized, subject to limitations
prescribed by the Delaware General Corporation Law and the provisions of this
Amended and Restated Certificate of Incorporation, to provide, by resolution or
resolutions from time to time and by filing a certificate of designations
pursuant to the Delaware General Corporation Law, for the issuance of the shares
of Preferred Stock in series, to establish from time to time the number of
shares to be included in each such series, to fix the powers, designations,
preferences and relative, participating, optional or other special rights of the
shares of each such series and to fix the qualifications, limitations or
restrictions thereof.

ARTICLE 5   BOARD OF DIRECTORS
       5.1. Number; Election
          The number of directors of the Corporation shall be such number as
from time to time shall be fixed by, or in the manner provided in, the bylaws of
the Corporation.

          Subject to the rights of holders of any series of Preferred Stock to
elect additional directors under specified circumstances, following the closing
of the initial public offering pursuant to an effective registration statement
under the Securities Act of 1933, as amended, covering the offer and sale of
Voting Common Stock to the public (the "Initial Public Offering"), the directors
shall be divided into

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three classes, as nearly equal in number as possible, designated as Class I,
Class II and Class III, respectively. Directors shall be assigned to each class
in accordance with a resolution or resolutions adopted by the Board of
Directors. At the first annual meeting of stockholders following the closing of
the Initial Public Offering, the term of office of the Class I directors shall
expire and Class I directors shall be elected for a full term of three years. At
the second annual meeting of stockholders following the closing of the Initial
Public Offering, the term of office of the Class II directors shall expire and
Class II directors shall be elected for a full term of three years. At the third
annual meeting of stockholders following the closing of the Initial Public
Offering, the term of office of the Class III directors shall expire and Class
III directors shall be elected for a full term of three years. At each
succeeding annual meeting of stockholders, directors shall be elected for a full
term of three years to succeed the directors of the class whose terms expire at
such annual meeting.

          Notwithstanding the foregoing provisions of this Article 5, each
director shall serve until his or her successor is duly elected and qualified or
until his or her death, resignation or removal.  No decrease in the number of
directors constituting the Board of Directors shall shorten the terms of any
incumbent director.

          WITH RESPECT TO NEWLY CREATED DIRECTORSHIPS RESULTING FROM AN INCREASE
IN THE NUMBER OF DIRECTORS, THE BOARD OF DIRECTORS SHALL DETERMINE AND DESIGNATE
TO WHICH CLASS OF DIRECTORSHIPS EACH DIRECTOR BELONGS.  UNLESS AND EXCEPT TO THE
EXTENT THAT THE BYLAWS OF THE CORPORATION SHALL OTHERWISE REQUIRE, THE ELECTION
OF DIRECTORS OF THE CORPORATION NEED NOT BE BY WRITTEN BALLOT.

       5.2. Management of Business and Affairs of the Corporation

          The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors.  Except as otherwise provided in
this Amended and Restated Certificate of Incorporation, each director of the
Corporation shall be entitled to one vote per director on all matters voted or
acted upon by the Board of Directors.

       5.3. Vacancies; Resignation; Removal

          Vacancies and newly created directorships resulting from any increase
in the number of directors constituting the whole Board of Directors may be
filled only by the affirmative vote of a majority of the directors then in
office, although fewer than a quorum, or by a sole remaining director.  Whenever
the holders of any class or classes of stock or series thereof are entitled to
elect one or more directors by the provisions of this Amended and Restated
Certificate of Incorporation, vacancies and newly created directorships of such
class or classes or series may be filled by the affirmative vote of a majority
of the directors elected by such class or classes or series thereof then in
office, or by a sole remaining director so elected.  Each director so chosen
shall hold office until the next election of directors of the class to which
such director was appointed, and until such director's successor is elected and
qualified, or until the director's earlier death, resignation or removal.  A
director may resign at any time upon written notice to the Corporation, and the
resignation shall take effect at the time it specifies, without any need for
acceptance by the Board of Directors.  In the event that one or more directors
resigns from the Board of Directors, effective at a future date, a majority of
the directors then in office, including those who have so resigned, shall have
power to fill such vacancy or vacancies, with the vote thereon to take effect
when such resignation or resignations becomes effective.  Subject to the rights
of any holder of Preferred Stock, directors may be removed without cause only
upon the affirmative vote of at least two-thirds of the holders of all the then-
outstanding shares of stock of the Corporation entitled to vote generally in the
election of directors, voting together as a single class.

       5.4. Limitation of Liability

          No director of the Corporation shall be liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that this provision shall not eliminate or limit the
liability of a director (a) for any breach of the director's duty of loyalty to
the Corporation or its stockholders, (b) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (c) under
Section 174 of the Delaware General Corporation

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Law or (d) for any transaction from which the director derived an improper
personal benefit. Any repeal or modification of this Section 5.4 shall be
prospective only and shall not adversely affect any right or protection of, or
any limitation of the liability of, a director of the Corporation existing at,
or arising out of facts or incidents occurring prior to, the effective date of
such repeal or modification.

ARTICLE 6.  Compromise or arrangements

          Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
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 the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the 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 the
Corporation under the provisions 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 the 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 the Corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
the Corporation as a 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
stockholders, of the Corporation, as the case may be, and also on the
Corporation.

ARTICLE 7.  SECTION 203 OF DELAWARE GENERAL CORPORATION LAW

               The Corporation expressly elects not to be governed by Section
203 of the Delaware General Corporation Law.

ARTICLE 8.  AMENDMENT OF BYLAWS

          In furtherance and not in limitation of the powers conferred by the
Delaware General Corporation Law, the Board of Directors of the Corporation by
majority vote is expressly authorized and empowered to adopt, amend and repeal
the bylaws of the Corporation.

ARTICLE 9.   Reservation of right to amend certificate of incorporation

          The Corporation reserves the right at any time, and from time to time,
to amend, alter, change, or repeal any provision contained in this Amended and
Restated Certificate of Incorporation, 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 now or hereafter prescribed by law; and all rights, preferences, and
privileges of any nature conferred upon stockholders, directors or any other
persons by and pursuant to this Amended and Restated Certificate of
Incorporation in its present form or as hereafter amended are granted subject to
the rights reserved in this Article 8.

          The approval of the holders of at least two-thirds of the shares
entitled to vote thereon and the approval of a majority of the entire Board of
Directors shall be required to amend, alter or repeal, or adopt any provisions
inconsistent with sections of this Amended and Restated Certificate of
Incorporation relating to the election, classification and removal of members of
the Board of Directors and the vote requirement for such amendment.
* * * * *

          4.   This Amended and Restated Certificate of Incorporation was duly
adopted by the Board of Directors of the Corporation in accordance with the
provisions of Sections 242 and 245 of the General Corporation Law of Delaware
and was duly adopted by vote of the stockholders of the Corporation in
accordance with the provisions of Sections 228 and 242 of the General
Corporation Law of Delaware.

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          IN WITNESS WHEREOF, the undersigned hereby certifies that the facts
hereinabove stated are truly set forth, and accordingly executes this Amended
and Restated Certificate of Incorporation this 16th day of February, 2000.


                              VIA NET.WORKS, INC.


                              By:
                                 ---------------------------------------------
                                 Name:    Matt S. Nydell
                                 Title:  Vice President, General Counsel and
                                         Secretary

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