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                                   EXHIBIT 3.1

                                     FORM OF
                           SECOND AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                              ELASTIC NETWORKS INC.


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                           SECOND AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                              ELASTIC NETWORKS INC.

         ELASTIC NETWORKS INC. (the "Corporation") is a corporation duly
organized and existing under the General Corporation Law of the State of
Delaware, as amended (the "Code"). Its original Certificate of Incorporation
was filed with the Secretary of State of Delaware on September 22, 1998.

         The Corporation hereby certifies that this Second Amended and Restated
Certificate of Incorporation was duly adopted by all of the stockholders of the
Corporation (the "Stockholders") pursuant to a duly adopted resolution of the
board of directors of the Corporation (the "Board of Directors") declaring its
advisability, and in each case, in accordance with the provisions of Sections
242 and 245 of the Code.

                                       I.

         The name of the Corporation is Elastic Networks Inc.

                                       II.

         The Corporation shall have perpetual duration.

                                      III.

         The purposes for which the Corporation is formed are to engage in any
lawful act or activity for which corporations may be organized under the Code
and to possess and exercise all of the powers and privileges granted by such
law.

                                       IV.

         The total number of shares of capital stock which the Corporation is
authorized to issue is one hundred twenty five million (125,000,000) divided
into two classes as follows:

                           (1) one hundred million (100,000,000) shares of
                  common stock, $0.01 par value per share ("Common Stock"); and

                           (2) twenty five million (25,000,000) shares of
                  preferred stock, $0.01 par value per share ("Preferred
                  Stock").

         The holders of Common Stock shall be entitled to one vote for each
share on all matters required or permitted to be voted on by the Stockholders.

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

         The authority of the Board of Directors with respect to each series of
Preferred Stock shall include, but not be limited to, determination of the
following:

                  (1)      The number of shares constituting that series and the
                  distinctive designation of that series; and

                  (2)      The dividend rate on the shares of that series,
                  whether dividends shall be cumulative, and, if so, from which
                  date or dates, and the relative rights of priority, if any, of
                  payment of dividends on shares of that series. Dividends on
                  outstanding shares of Preferred Stock shall be paid or
                  declared and set apart for payment before any dividends shall
                  be paid or declared and set apart for payment on the common
                  shares with respect to the same dividend period; and

                  (3)      Whether that series shall have voting rights, in
                  addition to the voting rights provided by law, and, if so, the
                  terms of such voting rights; and

                  (4)      Whether that series shall have conversion privileges,
                  and, if so, the terms and conditions of such conversion,
                  including provision for adjustment of the conversion rate in
                  such events as the Board of Directors shall determine; and

                  (5)      Whether or not the shares of that series shall be
                  redeemable, and, if so, the terms and conditions of such
                  redemption, including the date or dates upon or after which
                  they shall be redeemable, and the amount per share payable in
                  case of redemption, which amount may vary under different
                  conditions and at different redemption dates; and

                  (6)      Whether that series shall have a sinking fund for the
                  redemption or purchase of shares of that series and, if so,
                  the terms and amount of such sinking fund; and

                  (7)      The rights of the shares of that series in the event
                  of voluntary or involuntary liquidation, dissolution or
                  winding up of

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                  the Corporation, and the relative rights of priority, if any,
                  of payment of shares of that series; and

                  (8)      Any other relative, participating, optional, or other

                  special rights, preferences, qualifications, restrictions, and
                  limitations of that series.

         If upon any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, the assets available for distribution to holders
of shares of Preferred Stock of all series shall be insufficient to pay such
holders the full preferential amount to which they are entitled, then such
assets shall be distributed ratably among the holders of shares of all series of
Preferred Stock in accordance with the respective preferential amounts
(including unpaid cumulative dividends, if any) payable with respect thereto.

                                       V.

         The Board of Directors is hereby expressly authorized to make, amend,
repeal or otherwise alter the Bylaws of the Corporation.

                                       VI.

         The members of the Board of Directors (each a "Director") shall not be
required to be elected by written ballots.

                                      VII.

         The Directors shall be protected from personal liability, through
indemnification or otherwise, to the fullest extent permitted under the Code.

         A Director shall under no circumstances have any personal liability to
the Corporation or its Stockholders for monetary damages for breach of fiduciary
duty as a Director, except for those specific breaches and acts or omissions
with respect to which the Code expressly provides that this provision shall not
eliminate or limit such personal liability of Directors. The modification or
repeal of this paragraph of this Article VII shall not adversely affect the
restriction hereunder of a Director's personal liability for any act or omission
occurring prior to such modification or repeal.

         The Corporation shall indemnify each Director and officer of the
Corporation to the fullest extent permitted by applicable law, except as may be
otherwise provided in the Corporation's Bylaws. The modification or repeal of
this paragraph of this Article VII shall not adversely affect the right of
indemnification of any Director or officer hereunder with respect to any act or
omission occurring prior to such modification or repeal.


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                                      VIII.

         (a)      The business and affairs of the Corporation shall be managed
by, or under the direction of, the Board of Directors, which shall be comprised
as follows:

                  (1)      The number of Directors of the Corporation shall be
                  not less than two (2) and not more than seventeen (17), the
                  exact number within such minimum and maximum limits to be
                  fixed and determined from time to time by resolution of a
                  majority of the Board of Directors or by the affirmative vote
                  of the holders of at least a majority of all outstanding
                  shares entitled to be voted in the election of Directors,
                  voting together as a single class.

                  (2)      The Board of Directors shall be divided into three
                  classes (designated as Class I, Class II, and Class III), as
                  nearly equal in number as possible. The initial term of Class
                  I Directors shall expire at the annual meeting of Stockholders
                  in 2001, that of Class II shall expire at the annual meeting
                  of Stockholders in 2002, and that of Class III Directors shall
                  expire at the annual meeting of Stockholders in 2003, and in
                  all cases as to each Director, until his or her successor
                  shall be elected and shall qualify, or until his or her
                  earlier resignation, removal from office, death or incapacity.

                  (3)      Subject to the foregoing, at each annual meeting of
                  the Stockholders, the successors to the class of Directors
                  whose term shall then expire shall be elected to hold office
                  for a term expiring at the third succeeding annual meeting and
                  until their successors shall be elected and qualified. Except
                  as set forth below with respect to vacancies and newly created
                  directorships, Directors shall be elected by a plurality of
                  the votes of the shares present in person or represented by
                  proxy at the meeting and entitled to vote on the election of
                  Directors.

                  (4)      If the number of Directors is changed by resolution
                  of the Board of Directors pursuant to this Article VIII, any
                  increase or decrease shall be apportioned among the classes so
                  as to maintain the number of Directors in each class as nearly
                  equal as possible, but in no case shall a decrease in the
                  number of Directors shorten the term of an incumbent Director.

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                  (5)      Nominations for the election of Directors may be made
                  by the Board of Directors or a committee appointed by the
                  Board of Directors, or by any Stockholder of record entitled
                  to vote generally in the election of Directors; provided,
                  however, that any Stockholder of record entitled to vote
                  generally in the election of Directors may nominate one or
                  more persons for election as Directors at a meeting only if
                  written notice of such Stockholder's intent to make such
                  nomination or nominations has been given, either by personal
                  delivery or by the United States mail, postage prepaid, to the
                  Secretary of the Corporation not later than (i) with respect
                  to any election to be held at the annual meeting of
                  Stockholders, ninety (90) days in advance of such meeting, and
                  (ii) with respect to any election for Directors to be held at
                  a special meeting of Stockholders, the close of business on
                  the seventh (7th) day following the date on which notice of
                  such meeting is first given to Stockholders. Each such notice
                  shall set forth:

                           (a)      the name and address of the Stockholder of
                  record who intends to make the nomination and of the person or
                  persons to be nominated;

                           (b)      a representation that the Stockholder is a
                  holder of record of shares of the Corporation entitled to vote
                  at such meeting and intends to appear in person or by proxy at
                  the meeting to nominate the person or persons specified in the
                  notice;

                           (c)      a description of all arrangements or
                  understandings between the Stockholder and each nominee and
                  any other person or persons (naming such person or persons)
                  pursuant to which the nomination or nominations are to be made
                  by the Stockholder;

                           (d)      such other information regarding each
                  nominee proposed by such Stockholder as would be required to
                  be included in a proxy statement filed pursuant to the
                  then-current proxy rules of the Securities and Exchange
                  Commission if the nominees were to be nominated by the Board
                  of Directors; and

                           (e)      the consent of each nominee to serve as a
                  Director of the Corporation if so elected.
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         The chairman of the meeting may refuse to acknowledge the nomination of
any person not made in compliance with the foregoing procedure.

                  (6)      Any vacancy on the Board of Directors that results
                  from an increase in the number of Directors or from the prior
                  death, resignation, retirement, disqualification or removal
                  from office of a Director shall be filled by the
                  affirmative vote of a majority of the Board of Directors
                  then in office, though less than a quorum, or by the sole
                  remaining Director, or by the Stockholders if the Board of
                  Directors has not filled the vacancy. Any Director elected
                  to fill a vacancy resulting from the prior death,
                  resignation, retirement, disqualification or removal from
                  office of a Director shall have the same remaining term
                  as that of his or her predecessor.

                  (7)      At any meeting of the Stockholders with respect to
                  which notice of such purpose has been given, the entire Board
                  of Directors or any individual Director may be removed for
                  cause, by the affirmative vote of the holders of a majority
                  of all outstanding shares entitled to be voted at an election
                  of Directors, except that if less than the entire Board of
                  Directors is to be removed, no Director may be removed
                  without cause or without the affirmative vote of the holders
                  of 66% of the outstanding shares entitled to be voted at an
                  election of Directors.

                  (8)      Notwithstanding the foregoing, whenever the holders
                  of any one or more classes or series of Preferred Stock issued
                  by the Corporation shall have the right, voting separately by
                  class or series, to elect Directors at an annual or special
                  meeting of Stockholders, the election, term of office, filling
                  of vacancies and other features of such directorships shall be
                  governed by the terms of this Second Amended and Restated
                  Certificate of Incorporation or the resolutions of the Board
                  of Directors creating such class or series, as the case may
                  be, applicable thereto.

         (b)      Notwithstanding any other provisions of this Second Amended
and Restated Certificate of Incorporation or the Bylaws of the Corporation (and
notwithstanding the fact that a lesser percentage for separate class vote for
certain action may be permitted by law, this Second Amended and Restated
Certificate of Incorporation or the Bylaws of the Corporation), the affirmative
vote of the holders of a majority of the votes entitled to be cast by the
holders of all the outstanding shares of capital stock, voting together as a
single class shall be required to make, alter, amend, change, add to or repeal
any provision of this Second Amended and Restated

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Certificate of Incorporation or the Bylaws of the Corporation which is or which
is proposed to be inconsistent with this Article VIII.

         (c)      The invalidity or unenforceability of this Article VIII or any
portion hereof, or of any action taken pursuant to this Article VIII, shall not
affect the validity or enforceability of any other provision of this Second
Amended and Restated Certificate of Incorporation, any action taken pursuant to
such other provision, or any action taken pursuant to this Article VIII.

                                       IX.

         No action or actions required to be taken, or which may be taken, at an
annual meeting or special meeting of the Stockholders, may be taken by written
consent, and any and all such actions may only be taken at a meeting or
meetings, as applicable, of the Stockholders, duly called and held, in
accordance with the Code, this Second Amended and Restated Certificate of
Incorporation and the Bylaws of the Corporation.

                                       X.

         Special meetings of Stockholders may be called at any time for any
purpose or purposes by the Chairman of the Board of Directors, a majority of the
Board of Directors, or the holder or holders of not less than 25% of all the
shares of stock entitled to vote on the issue proposed to be considered at the
meeting if such holder or holders sign, date and deliver to the Corporation's
Secretary, one or more written demands for the meeting describing the purpose or
purposes for which it is to be held.

                                       XI.

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

                                      XII.

         The Corporation reserves the right to alter, amend or repeal any
provision contained in this Second Amended and Restated Certificate of
Incorporation in the manner now or hereafter prescribed by the laws of the State
of Delaware. All rights herein conferred are granted subject to the foregoing
reservation.


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         IN WITNESS WHEREOF, the Corporation has caused this Second Amended and
Restated Certificate of Incorporation to be executed by Guy D. Gill, its Chief
Executive Officer, and by Kevin D. Elop, its Secretary, this the ______ day of
September, 2000.

                                          ELASTIC NETWORKS INC.


                                          By:_______________________________
                                                   Guy D. Gill
                                                   Chief Executive Officer

ATTEST:


---------------------------------
           Kevin D. Elop
           Secretary