EXHIBIT 3.1

                       CERTIFICATE OF OWNERSHIP AND MERGER

                                     MERGING

                           TALK AMERICA HOLDINGS, INC.

                                      INTO

                                  TALK.COM INC.
                   (to be renamed Talk America Holdings, Inc.)


         Talk.com Inc., a corporation organized and existing under and by virtue
of the laws of the State of Delaware,

         DOES HEREBY CERTIFY:

         FIRST: That this corporation was incorporated on the 13th day of June,
1995, pursuant to the General Corporation Law of the State of Delaware.

         SECOND: That this corporation owns all of the outstanding shares of the
stock of Talk America Holdings, Inc., a corporation incorporated on the 4th day
of April, 2001, pursuant to the General Corporation Law of the State of
Delaware.

         THIRD: That this corporation, by the following resolutions of its Board
of Directors, duly adopted by unanimous written consent of the Board as of the
5th day of April, 2001, determined to and did merge into itself said Talk
America Holdings, Inc.

                  RESOLVED, that Talk.com Inc. merge, and it hereby does merge
         into itself said Talk America Holdings, Inc., and that Talk.com Inc.,
         as the surviving corporation, assumes all of its obligations; and

                  RESOLVED, that the merger shall be effective upon the date of
         filing with the Secretary of State of Delaware; and

                  RESOLVED, that upon such date of filing, the name of the
         surviving corporation (Talk.com Inc.) shall be changed to Talk America
         Holdings, Inc.; and

                  RESOLVED, that the terms and conditions of the merger are as
         follows:

                  1. Upon the occurrence of such merger, all shares of Talk
         America Holdings, Inc. shall be cancelled, and the shares of Talk.com
         Inc. (renamed Talk America Holdings, Inc.) shall thereafter constitute
         the shares of the surviving corporation.

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                  2. The Certificate of Incorporation of Talk.com Inc. shall
         remain and be the Certificate of Incorporation of the surviving
         corporation until the same shall be altered or amended according to the
         provisions thereof and in the manner permitted by the statutes of the
         State of Delaware.

                  3. The By-laws of Talk.com Inc. shall remain and be the
         By-laws of the surviving corporation until the same shall be altered or
         amended according to the provisions thereof and in the manner permitted
         by the statutes of the State of Delaware.

                  4. The first annual meeting of the shareholders of the
         surviving corporation to be held after the effective date of the merger
         shall be the annual meeting provided, by the Bylaws of the said
         corporation, for the fiscal year 2001.

                  5. All persons who at the date when the merger shall become
         effective shall be the executive or administrative officers of Talk.com
         Inc. shall be and remain like officers of the surviving corporation
         until the board of directors of such corporation shall elect their
         respective successors.

                  6. The surviving corporation shall pay all expenses of
         carrying this agreement into effect and of accomplishing this merger.

                           FURTHER RESOLVED, that the proper officers of this
                  corporation be, and they hereby are, directed to make and
                  execute a Certificate of Ownership and Merger setting forth a
                  copy of the resolutions to merge said Talk America Holdings,
                  Inc. and assume its liabilities and obligations, and the date
                  of adoption thereof, and to cause the same to be filed with
                  the Secretary of State and a certified copy recorded in the
                  office of the Recorder of Deeds of New Castle County and to do
                  all acts and things whatsoever, whether within or without the
                  State of Delaware, that may be in anywise necessary or proper
                  to effect said merger.

         FOURTH: That upon filing of this Certificate, the name of this
corporation shall be changed to Talk America Holdings, Inc. pursuant to
Subsection (b) of Section 253 of the General Corporation Law of the State of
Delaware.

         FIFTH: Anything herein or elsewhere to the contrary notwithstanding,
this merger may be amended or terminated and abandoned by the Board of Directors
of Talk.com Inc. at any time prior to the date of filing the merger with the
Secretary of State.


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         IN WITNESS WHEREOF, said Talk.com Inc. has caused this Certificate to
be signed and attested to by its duly authorized officers this 6th day of April,
2001.

                                    TALK.COM INC.
                                    (to be renamed Talk America Holdings, Inc.)



                                    By:  /s/ EDWARD B. MEYERCORD
                                       ----------------------------------
                                         Name:  Edward B. Meyercord, III
                                         Title: Chief Operating Officer
                                                and Treasurer


ATTEST:

By:  /s/ ALOYSIUS T. LAWN, IV
   --------------------------------------
     Name:  Aloysius T. Lawn, IV
     Title: General Counsel and Secretary


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