Exhibit 3.1



AMENDED
  AND RESTATED CERTIFICATE OF INCORPORATION

OF

SOCKET
  COMMUNICATIONS, INC.

(Originally
  incorporated in the State of Delaware on May 3, 1995)



The undersigned, David
  W. Dunlap, hereby certifies that:

ONE: He is the Chief Financial
  Officer and Secretary of Socket Communications, Inc., a Delaware corporation.

TWO: The Certificate of
  Incorporation of said corporation shall be amended and restated to read in full
  as follows:

ARTICLE
  I

The name of the corporation
  is Socket Communications, Inc. (the "Corporation").

ARTICLE
  II

The address of the Corporation's
  registered office in the State of Delaware is 1209 Orange Street, City of Wilmington,
  County of New Castle, Delaware 19801. The name of its registered agent at such
  address is The Corporation Trust Company.

ARTICLE
  III

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 Delaware.

ARTICLE
  IV

The Corporation is authorized
  to issue two classes of shares of stock to be designated, respectively, Common
  Stock, $0.001 par value, and Preferred Stock, $0.001 par value. The total number
  of shares that the Corporation is authorized to issue is 103,000,000 shares.
  The number of shares of Common Stock authorized is 100,000,000. The number of
  shares of Preferred Stock authorized is 3,000,000.
  The Preferred Stock may be issued from time to time in one or more series pursuant
  to a resolution or resolutions providing for such issue duly adopted by the
  Board of Directors (authority to do so being hereby expressly vested in the
  Board). The Board of Directors is further authorized to determine or alter the
  rights, preferences, privileges and restrictions granted to or imposed upon
  any wholly unissued series of Preferred Stock and to fix the number of shares
  of any series of Preferred Stock and the designation of any such series of Preferred
  Stock. The Board of Directors, within the limits and restrictions stated in
  any resolution or resolutions of the Board of Directors originally fixing the
  number of shares constituting any series, may increase or decrease (but not
  below the number of shares in any such series then outstanding) the number of
  shares of any series subsequent to the issue of shares of that series.

ARTICLE
  V

The Corporation reserves
  the right to amend, alter, change, 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 right.

ARTICLE
  VI

The Corporation is to have
  perpetual existence.

ARTICLE
  VII

1. Limitation of Liability.
  To the fullest extent permitted by the General Corporation Law of the State
  of Delaware as the same exists or as may hereafter be amended, a director of
  the Corporation shall not be personally liable to the Corporation or its stockholders
  for monetary damages for breach of fiduciary duty as a director.

2. Indemnification.
  The Corporation may indemnify to the fullest extent permitted by law any person
  made or threatened to be made a party to an action or proceeding, whether criminal,
  civil, administrative or investigative, by reason of the fact that such person
  or his or her testator or intestate is or was a director, officer or employee
  of the Corporation, or any predecessor of the Corporation, or serves or served
  at any other enterprise as a director, officer or employee at the request of
  the Corporation or any predecessor to the Corporation.

3. Amendments. Neither
  any amendment nor repeal of this Article VII, nor the adoption of any provision
  of the Corporation's Certificate of Incorporation inconsistent with this Article
  VII, shall eliminate or reduce the effect of this Article VII, in respect of
  any matter occurring, or any action or proceeding accruing or arising or that,
  but for this Article VII, would accrue or arise, prior to such amendment, repeal,
  or adoption of an inconsistent provision.

ARTICLE
  VIII

In the event any shares
  of Preferred Stock shall be redeemed or converted pursuant to the terms hereof,
  the shares so converted or redeemed shall not revert to the status of authorized
  but unissued shares, but instead shall be canceled and shall not be re-issuable
  by the Corporation.

ARTICLE
  IX

At all elections of directors
  of the corporation, each holder of stock of any class or series shall be entitled
  to as many votes as shall equal the number of votes which (except for this provision
  as to cumulative voting) such holder would be entitled to cast for the election
  of directors with respect to his shares of stock multiplied by the number of
  directors to be elected by him, and the holder may cast all of such votes for
  a single director or may distribute them among the number of directors to be
  voted for, or for any lesser number of them as such holder may see fit, so long
  as the name of the candidate for director shall have been placed in nomination
  prior to the voting and the stockholder, or any other holder of the same class
  or series of stock, has given notice at the meeting prior to the voting of the
  intention to cumulate votes.

ARTICLE
  X

The number of directors
  which constitutes the whole Board of Directors of the corporation shall be designated
  in the Bylaws of the corporation. Elections of directors need not be by written
  ballot unless the Bylaws of the corporation shall so provide.

ARTICLE
  XI

In furtherance and not
  in limitation of the powers conferred by statute, the Board of Directors is
  expressly authorized to make, alter, amend or repeal the Bylaws of the corporation.

ARTICLE
  XII

No action shall be taken
  by the stockholders of the corporation except at an annual or special meeting
  of the stockholders called in accordance with the Bylaws and no action shall
  be taken by the stockholders by written consent.

ARTICLE
  XIII

Meetings of stockholders
  may be held within or without the State of Delaware, as the Bylaws may provide.
  The books of the Corporation may be kept (subject to any provision contained
  in the statutes) outside of the State of Delaware at such place or places as
  may be designated from time to time by the Board of Directors or in the Bylaws
  of the Corporation.

THREE: The foregoing amendment
  and restatement has been duly approved by the Board of Directors in accordance
  with Section 245(b) of the Delaware General Corporation Law.

FOUR: In accordance with
  Section 242 of the Delaware General Corporation Law this Amended and Restated
  Certificate of Incorporation of Socket Communications, Inc. has been duly adopted
  by the affirmative vote of a majority of the stockholders of the Corporation.
  We hereby further declare and certify under penalty of perjury under the laws
  of the State of Delaware that the matters set forth in the foregoing certificates
  are true and correct of our own knowledge and that this Certificate is our act
  and deed.

Effective as of June 22,
  2000.



|/s/David W. Dunlap                
|----------------------------------
|David
        W. Dunlap, Secretary