RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                   CONTINENTAL INFORMATION SYSTEMS CORPORATION

                  Under ss. 807 of the Business Corporation Law

                  WE, THE UNDERSIGNED,  Richard B. Lasken and Daniel L. Wieneke,
being respectively the President and Chief Executive Officer and the Senior Vice
President,  General  Counsel and Secretary of  Continental  Information  Systems
Corporation hereby certify:

                  FIRST: The name of the Corporation is CONTINENTAL  INFORMATION
SYSTEMS CORPORATION.

                  SECOND:  The Certificate of  Incorporation  of the Corporation
was filed by the Department of State on June 11, 1968.

                  THIRD:  Pursuant  to the Joint Plan of  Reorganization,  dated
October 4, 1994, filed with the United States  Bankruptcy Court for the Southern
District of New York (the  "Court"),  as modified and  confirmed by the Court on
November 29, 1994,  (the "Plan"),  the  corporation is restating with amendments
the  Certificate of  Incorporation.  Article 1, which sets forth the name of the
Corporation,  will remain  unchanged.  The purpose  clause in Article 2 has been
amended in a new  Article 2.  Article 3, which  authorizes  the  Corporation  to
conduct is business in a lawful manner under the Business  Corporation  Law, has
been  deleted in its  entirety.  Article 4, which  states that the  purposes and
powers  specified  in  Article 4 shall in no way be  limited  or  restricted  by
reference or inference  from the terms of any other  clauses of Article 4 or the
Certificate   of   Incorporation,   has  been  deleted  in  its  entirety.   The
capitalization  clause in  Article 5 has been  amended  in a new  Article 3. The
capitalization  clause shows a decrease in the total authorized number of shares
to Ten Million  (10,000,000),  $.01 par value per share,  all of which are to be
designated  as Common  Stock.  In  addition,  specific  provisions  relating  to
issuance and voting have been  approved  pursuant to the Plan.  Article 6, which
sets forth the designations,  preferences privileges and voting powers of shares
of  stock,  has  been  deleted  in its  entirety.  Article  7,  relating  to the
corporation's  address, has been amended in a new Article 4. Article 8, relating
to the  designation  of agent and service of process,  has been amended in a new
Article 5.  Article 9, which  states  that the  duration of the  Corporation  is
perpetual,  has been deleted in its entirety.  Article 10, which  provides for a
classified  Board of Directors,  has been deleted in its  entirety.  Article 11,
which sets an eighty  percent  (80%)  voting  requirement  for the  approval  of
certain  business  combinations  and  requiring  shareholder  approval  for  the
Corporation to purchase share of its capital stock from certain  holders of more
than five percent (5%) of the voting power of the Corporation,  has been deleted
in its entirety.  Article 12, relating to  indemnification  of the corporation's
officers  and  directors,  has been amended in a new Article 6.  Finally,  a new
Article 7 has been added relating to the ability of the  Corporation's  Board of
Directors to make, alter or repeal the by-laws of the Corporation.

                  The  text  of  the  Certificate  of  Incorporation  is  hereby
restated with amendments to read as herein set forth in full:
<PAGE>
                  1.      The name of the Corporation is CONTINENTAL INFORMATION
                          SYSTEMS CORPORATION.

                  2.      The purpose for which this corporation is to be formed
                          is restated in its entirety to read as follows:

                                 To engage in any  lawful  act or  activity  for
                                 which  corporations  may be organized under the
                                 Business  Corporation  Law,  provided  that the
                                 Corporation  is not formed to engage in any act
                                 or activity  requiring  the consent or approval
                                 of any state official, department board, agency
                                 or other body  without such consent or approval
                                 first being obtained.

                  3.     The  aggregate  number of shares which the  Corporation
                         shall   have   authority   to  issue  is  Ten   Million
                         (10,000,000),  $.01 par value per  share,  all of which
                         are to be designated as Common Stock.

                           (a)  Pursuant to chapter 11 of title 11 of the United
                                States Code, 11 U.S.C.ss.ss.  101, et. seq. (the
                                "Code") James P. Hassett was  appointed  trustee
                                (the  "Trustee") of the  Corporation  on October
                                25, 1989.  Until the Trustee has distributed all
                                of the  Corporation's  issued  shares  of Common
                                Stock  under the Plan,  the  Trustee  shall hold
                                such  undistributed  shares of Common  Stock for
                                the  benefit  of  (i)  persons   holding  Equity
                                Interests  (as  defined  in  the  Plan)  in  the
                                Corporation or any of the Debtors (as defined in
                                the Plan) or (ii) persons holding Allowed Claims
                                (as defined in the Plan) against the Corporation
                                or Debtors  (such  persons  described in clauses
                                (i) and (ii) above are collectively  referred to
                                herein  as the  "Holders").  The  Trustee  shall
                                possess  the  authority  to vote such  shares of
                                Common stock until they are distributed pursuant
                                to the Plan.

                           (b)  Pursuant  to  Section  1.97 of the  Plan,  Seven
                                Million  (7,000,000) shares of Common Stock will
                                be  issued.  Until  Six  Million  Three  Hundred
                                Thousand  (6,300,000)  of the  shares  of Common
                                Stock  have  been   distributed   to  the  named
                                creditors and prior equity  holders  pursuant to
                                the  Plan,  any  matter or issue  requiring  the
                                approval  of Holders  of shares of Common  Stock
                                shall require the approval of a vote of at least
                                two-thirds   (2/3)   of  the   then-issued   and
                                outstanding  shares of Common Stock. The Trustee
                                will deliver this Certificate to the Corporation
                                upon  termination  of  the  provisions  in  this
                                paragraph 3, subsection (b).

                           (c)  Pursuant  to  Section  1123  of  the  Code,  the
                                Corporation is prohibited from issuing nonvoting
                                equity securities.
<PAGE>
                  4.     The office of the  Corporation  is to be located in the
                         County of Onondaga,  One Northern  Concourse,  P.O. Box
                         4785, Syracuse, New York 13221-4785.

                  5.     The  Secretary of State is  designated  as the agent of
                         the   Corporation   upon  whom   process   against  the
                         Corporation  may be  served.  The post  office  address
                         within the State of New York to which the  Secretary of
                         State  shall  mail a copy of any  process  against  the
                         Corporation served upon him is:

                         Daniel L. Wieneke, Esq.
                         Continental Information Systems Corporation
                         One Northern Concourse
                         P.O. Box 4785
                         Syracuse, New York  13221-4785

                  6.     The  Corporation  shall have the power to indemnify its
                         officers and directors to the maximum extent  permitted
                         by law.

                  7.     The Board of Directors of the  Corporation is expressly
                         authorized to make,  alter or repeal the by-laws of the
                         corporation.

                  FOURTH:  This  restatement of the Certificate of Incorporation
was  authorized  by the Trustee  pursuant to the Plan, as permitted by ss.808 of
the Business Corporation Law.

                  IN  WITNESS  WHEREOF,   the  undersigned  have  executed  this
Certificate of Incorporation this 19th day of December, 1994 and the undersigned
affirm (i) that the statements  contained herein are true under the penalties of
perjury,  (ii) that the  provisions of this  Certificate  of  Incorporation  are
contained in the Plan, (iii) that the Plan has been confirmed in accordance with
the provisions of the Code, (iv) that the judicial order confirming the Plan was
made on November 29, 1994 and (v) that this Certificate of  Incorporation  shall
be delivered to the Secretary of State.

                                            CONTINENTAL INFORMATION SYSTEMS
                                            CORPORATION


                                            By: /s/  Richard B. Lasken
                                                ----------------------
                                          Name: Richard B. Lasken
                                         Title: President and Chief
                                                Executive Officer


                                            By: /s/  Daniel L. Wieneke
                                                ----------------------
                                          Name: Daniel L. Wieneke
                                         Title: Senior Vice President
                                                General Counsel and Secretary
<PAGE>
                         CERTIFICATE OF AMENDMENT OF THE
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                   CONTINENTAL INFORMATION SYSTEMS CORPORATION



                  Under Section 805 of the Business Corporation Law

                  It is hereby certified that:

                  FIRST: The name of the Corporation is CONTINENTAL  INFORMATION
SYSTEMS CORPORATION.

                  SECOND:  The Certificate of  Incorporation  of the Corporation
was filed by the Department of State on June 11, 1968 and a Restated Certificate
of Incorporation was filed on December 21, 1994 (as amended, the "Certificate").

                  THIRD:  The  amendment  of the  Certificate  effected  by this
certificate of amendment is to increase the aggregate number of shares which the
Corporation  shall  have  the  authority  to  issue  by  authorizing  10,000,000
additional shares,  $.01 par value per share, of the same class as the presently
authorized shares, and to delete certain provisions which are no longer required
to carry out a plan of reorganization under chapter 11 of the Bankruptcy Code.

                  FOURTH:  To accomplish the foregoing  amendment,  Article 3 is
deleted in its entirety and replaced with the following:

                  The  aggregate  number of shares which the  Corporation  shall
                  have authority to issue is Twenty Million  (20,000,000),  $.01
                  par value per  share,  all of which  are to be  designated  as
                  Common Stock.

                  FIFTH:   The  foregoing   amendment  of  the  Certificate  was
authorized  by the vote of the Board of  Directors  at a meeting of the Board of
Directors of the Corporation,  followed by the vote of the holders of at least a
majority of the issued and  outstanding  shares of the  Corporation  entitled to
vote on the amendment of the Certificate.

                  IN WITNESS  WHEREOF,  the  undersigned  have  subscribed  this
document on this 28th day of October, 1997 and do hereby affirm, under penalties
of perjury,  that the  statements  contained  herein  have been  examined by the
undersigned and are true and correct.


                                            /s/  Michael L. Rosen
                                            ---------------------
                                            Michael L. Rosen
                                            President

                                            /s/  Ann M. Twomey
                                            ------------------
                                            Ann M. Twomey
                                            Assistant Secretary