EXHIBIT 3.1

CERTIFICATE OF INCORPORATION
OF
ASCENDANT SOLUTIONS, INC.

FIRST:     The
name of the corporation is Ascendant Solutions, Inc. (the
"Corporation").

SECOND:     The
address of the registered office of the Corporation in the State
of Delaware is 919 N. Market Street, Suite 600, in the City of
Wilmington, County of New Castle 19801. The name of its
registered agent at such address is SR Services, LLC.

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 Delaware ("DGCL").

FOURTH:The
aggregate number of shares of all classes of stock which the
Corporation shall have authority to issue is Fifty One Million
(51,000,000) shares, consisting of (A) Fifty Million
(50,000,000) shares of common stock, par value $0.0001 per share
(the "Common Stock"), and (B) One Million
(1,000,000) shares of preferred stock, par value $0.0001 per
share (the "Preferred Stock").

The designations,
powers, preferences and relative, participating, optional and
other special rights, and the qualifications, limitations and
restrictions thereof with respect to the Common Stock and the
Preferred Stock are as follows:

| | (A)      Common
        Stock. Each holder of the Common Stock of the
        Corporation shall be entitled to one vote for every share
        of Common Stock outstanding in his name on the books of
        the Corporation. Except for and subject to those rights
        expressly granted to the holders of the Preferred Stock
        or except as may be provided by the laws of the State of
        Delaware, the holders of Common Stock shall have
        exclusively all other rights of stockholders including,
        without limitation, (i) the right to receive dividends,
        when and as declared by the Board of Directors out of
        assets legally available therefor, and (ii) in the event
        of any distribution of assets upon liquidation,
        dissolution or winding up of the Corporation or
        otherwise, the right to receive ratably and equally with
        all holders of all Common Stock all the assets and funds
        of the Corporation remaining after the payment to the
        holders of the Preferred Stock of the specific amounts
        that they are entitled to receive upon such liquidation,
        dissolution or winding up of the Corporation, if any.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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| | (B)     Preferred
        Stock. Preferred Stock may be issued from time to
        time in one or more series, each of such series to have
        such terms as stated in the resolution or resolutions
        providing for the establishment of such series adopted by
        the Board of Directors of the Corporation as hereinafter
        provided. Except as otherwise expressly stated in the
        resolution or resolutions providing for the establishment
        of a series of Preferred Stock, any shares of Preferred
        Stock that may be redeemed, purchased or acquired by the
        Corporation may be reissued except as otherwise expressly
        provided by law. Different series of Preferred Stock
        shall not be construed to constitute different classes of
        stock for the purpose of voting by classes unless
        expressly provided in the resolution or resolutions
        providing for the establishment thereof. The Board of
        Directors of the Corporation is hereby expressly
        authorized to issue, from time to time, shares of
        Preferred Stock in one or more series, and, in connection
        with the establishment of any such series by resolution
        or resolutions, to determine and fix the number of shares
        constituting that series and the distinctive designation
        of that series and to determine and fix such voting
        powers, full or limited, or no voting powers, and such
        other powers, designations, preferences and relative,
        participating, optional and other rights, and the
        qualifications, limitations and restrictions thereof,
        including, without limitation, dividend rights,
        conversion rights, redemption privileges and liquidation
        preferences, as shall be stated in such resolution or
        resolutions, all to the fullest extent permitted by the
        DGCL. Without limiting the generality of the foregoing,
        the resolution or resolutions providing for the
        establishment of any series of Preferred Stock may, to
        the extent permitted by law, provide that such series
        shall be superior to, rank equally with or be junior to
        the Preferred Stock of any other series. Except as
        otherwise expressly provided in the resolution or
        resolutions providing for the establishment of any series
        of Preferred Stock, no vote of the holders of shares of
        Preferred Stock or Common

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| | Stock shall
        be a prerequisite to the issuance of any shares of any
        series of the Preferred Stock authorized by and complying
        with the conditions of this Certificate of Incorporation.
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FIFTH:     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 stockholders, it is further provided:

| | (A)      Powers
        and Authorities of Board of Directors. In furtherance
        and not in limitation of the powers conferred by the laws
        of the State of Delaware, the Board of Directors is
        expressly authorized and empowered:
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| | (i)     to
        make, alter, amend or repeal the Bylaws in any manner not
        inconsistent with the laws of the State of Delaware or
        this Certificate of Incorporation;                                                                                                                                                                                                                                                                                                                                                                    
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| | (ii)     without
        the assent or vote of the stockholders, to authorize and
        issue securities and obligations of the Corporation,
        secured or unsecured, and to include therein such
        provisions as to redemption, conversion or other terms
        thereof as the Board of Directors in its sole discretion
        may determine, and to authorize the mortgaging or
        pledging, as security therefor, of any property of the
        Corporation, real, personal or mixed, including
        after-acquired property;
| | (iii)     to
        determine whether any, and if any, what part, of the net
        profits of the Corporation or of its surplus shall be
        declared in dividends and paid to the stockholders, and
        to direct and determine the use and disposition of any
        such net profits or such surplus; and                                                                                                                                                                                                                                  
| | (iv)     to
        fix from time to time the amount of net profits of the
        Corporation or of its surplus to be reserved as working
        capital or for any other lawful purpose.                                                                                                                                                                                                                                                                                                                                                               

| | In addition
        to the powers and authorities herein or by statute
        expressly conferred upon it, the Board of Directors may
        exercise all such powers and do all such acts and things
        as may be exercised or done by the Corporation, subject,
        nevertheless, to the provisions of the laws of the State
        of Delaware, this Certificate of Incorporation and the
        Bylaws of the Corporation.
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| | (B)     Director
        or Officer Removal. Any director or any officer
        elected or appointed by the stockholders or by the Board
        of Directors may be removed at any time in such manner as
        shall be provided in the Bylaws of the Corporation.                                                                                                                                                                                                                                                                                                                                        
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| | (C)     Amendment
        to Certificate of Incorporation. From time to time
        any of the provisions of this Certificate of
        Incorporation may be altered, amended 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 prescribed by said laws,
        and all rights at any time conferred upon the
        stockholders of the Corporation by this Certificate of
        Incorporation are granted subject to the provisions of
        this paragraph (C).

SIXTH:     The
members of the Board of Directors shall be classified, with
respect to the time for which they severally hold office, into
three (3) classes, as nearly equal in number as possible, as
shall be provided in the manner specified in the Corporation's
Bylaws, one class to hold office initially for a term expiring at
the Annual Meeting of Stockholders to be held in 2001, another to
hold office initially for a term expiring at the Annual Meeting
of Stockholders to be held in 2002, and another to hold office
initially for a term expiring at the Annual Meeting of
Stockholders to be held in 2003, with the members of each new
class to hold office until their successors have been duly
elected and have qualified. At each Annual Meeting of the
Stockholders of the Corporation, the successors to the class of
directors whose term expires at the meeting shall be elected to
hold office for a term expiring at the Annual Meeting held in the
third year following the year of their election. Election of
directors need not be by written ballot unless the Bylaws of the
Corporation shall so provide.

SEVENTH:No
director of the Corporation shall be personally liable to the
Corporation or any of its stockholders for monetary damages for
breach of fiduciary duty as a director of the Corporation;
PROVIDED, HOWEVER, that the foregoing is not intended to
eliminate or limit the liability of a director of the Corporation
for (i) any breach of a directors duty of loyalty to
the Corporation or its stockholders, (ii) acts or omissions
not in good

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faith or which involve intentional misconduct
or a knowing violation of law, (iii) a violation of Section
174 of the DGCL, or (iv) any transaction from which the
director derived an improper personal benefit. If the DGCL is
hereafter amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then
the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the
DGCL, as so amended. No amendment to or repeal of this Article
SEVENTH 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 such amendment or repeal.

EIGHTH:The
Corporation shall, to the fullest extent permitted by Section 145
of the DGCL, as that Section may be amended and supplemented from
time to time, indemnify any director or officer of the
Corporation (and any director, trustee or officer of any
corporation, business trust or other entity to whose business the
Corporation shall have succeeded) which it shall have power to
indemnify under that Section against any expenses, liabilities or
other matter referred to in or covered by that Section. The
indemnification provided for in this Article EIGHTH
(a) shall not be deemed exclusive of any other rights to
which those indemnified may be entitled under any Bylaw,
agreement or vote of stockholders or disinterested directors or
otherwise, both as to action in their official capacities and as
to action in another capacity while holding such office,
(b) shall continue as to a person who has ceased to be a
director or officer and (c) shall inure to the benefit of
the heirs, executors and administrators of such a person. To
assure indemnification under this Article of all such persons who
are determined by the Corporation or otherwise to be or to have
been "Fiduciaries" of any employee benefit plan of the
Corporation that may exist from time to time and that is governed
by the Act of Congress entitled "Employee Retirement Income
Security Act of 1974," as amended from time to time, such
Section 145 shall, for the purposes of this Article, be
interpreted as follows: an "other enterprise" shall be
deemed to include such an employee benefit plan; the Corporation
shall be deemed to have requested a person to serve an employee
benefit plan where the performance by such person of his duties
to the Corporation also imposes duties on, or otherwise involves
services by, such person to the plan or participants or
beneficiaries of the plan; excise taxes assessed on a person with
respect to an employee benefit plan pursuant to such Act of
Congress shall be deemed "fines;" and action taken or
omitted by a person with respect to an employee benefit plan in
the performance of such persons duties for a purpose
reasonably believed by such person to be in the interest of the
participants and beneficiaries of the plan shall be deemed to be
for a purpose that is not opposed to the best interests of the
Corporation.

NINTH:No
action required to be taken or which may be taken at any annual
or special meeting of stockholders of the Corporation may be
taken without a meeting, and the power of stockholders to consent
in writing, without a meeting, to the taking of any action is
specifically denied.

TENTH:Notwithstanding
anything contained in this Certificate of Incorporation to the
contrary, the affirmative vote of at least 66 2/3% of the
outstanding shares of the Common Stock of the Corporation shall
be required to amend or repeal Article SIXTH, EIGHTH, NINTH or
TENTH of this Certificate of Incorporation or to adopt any
provision inconsistent therewith. Further, the affirmative vote
of at least 66 2/3% of the outstanding shares of the Common Stock
of the Corporation shall be required to amend or repeal the
Bylaws of the Corporation, if the stockholders of the Corporation
are required by the DGCL, the Certificate of Incorporation or the
Bylaws to vote thereon.

ELEVENTH:Except
as provided herein, 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 the laws of the State of Delaware, and all rights
herein conferred are granted subject to this reserve power.
Notwithstanding the foregoing, the provisions set forth in
Articles SIXTH, EIGHTH, NINTH and TENTH of this Certificate of
Incorporation may not be repealed or amended in any respect
unless such repeal or amendment is approved as specified in
Article TENTH herein.

TWELFTH: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 the DGCL 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 the DGCL, 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 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,

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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.

THIRTEENTH:  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 DGCL) outside the State of Delaware at such place or places
as may be designated form time to time by the Board of Directors
or in the Bylaws of the Corporation.

FOURTEENTH:The
name and mailing address of the Incorporator of the Corporation
is J. David Washburn, c/o Arter & Hadden LLP, 1717 Main
Street, Suite 4100, Dallas, Texas 75201.

IN WITNESS
WHEREOF, I have hereunto set my hand this _____ day of
____________, 2000, and affirm the statements contained
therein as true under penalties of perjury.

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| | J. David
        Washburn                                      
| | Incorporator