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EXHIBIT 3.1

                         FIRST CERTIFICATE OF AMENDMENT
                                     TO THE
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                               WORLD AIRWAYS, INC.

                             a Delaware Corporation

     World Airways, Inc., a corporation organized and existing under the laws of
the State of Delaware, does herby certify:

     1.   The name of the corporation is "World Airways, Inc.":

     2.   The Restated Certificate of Incorporation of World Airways, Inc. is
          amended by deleting the first paragraph of Article IV of the Restated
          Certificate of Incorporation of World Airways, Inc. in its entirely,
          and inserting a new first paragraph of Article IV in lieu thereof, as
          follows:

               "The aggregate number of shares of capital stock which the
               Corporation shall have authority to issue is one hundred and
               five million (105,000,000) shares of which one hundred
               million (100,000,000) shall be Common Stock, par value
               ($.001) per share, and five million (5,000,000) shall be
               shares of Preferred Stock, par value ($.001) per share."

     3.   The board of director of the Corporation, the requisite majority of
          the outstanding stock of the Corporation entitled to vote thereon, and
          the requisite majority of outstanding stock of each class of the
          Corporation entitled to vote thereon as a class, duly adopted the
          foregoing amendment to the Restated Certificate of Incorporation of
          the Corporation in accordance with Section 242 of the General
          Corporation Law of the State of Delaware.

     4.   This First Certificate of Amendment to the Restated Certificate of
          Incorporation of World Airways, Inc. shall be effective at the time of
          its filing with the Secretary of State of the State of Delaware.

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THE UNDERSIGNED, for the purpose of amending the Restated Certificate of
Incorporation of World Airways, Inc. pursuant to the General Corporation Law of
the State of Delaware, does make this Certificate, hereby declaring and
certifying that this is my act and deed and the facts herein stated are true,
and accordingly has hereunto set my hand this 21st day of June, 2002.

                                   World Airways, Inc.


                                   By: /s/ Cindy M. Swinson
                                       --------------------
                                   Name: Cindy M. Swinson
                                   Title: General Counsel / Corporate Secretary

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                      RESTATED CERTIFICATE OF INCORPORATION

                             OF WORLD AIRWAYS, INC.,

                             a Delaware Corporation

     World Airways Inc., a corporation duly organized and existing under the
General Corporation Law of the State of Delaware (the "GCL"), does by its
authorized undersigned officers hereby certify that:

     ONE:     The Certificate of Incorporation of the Corporation was filed
with the Secretary of State of the State of Delaware on March 29, 1948 under the
name "World Airways Incorporated."

     TWO:     This Amended and Restated Certificate of Incorporation amends and
restates the Restated Certificate of Incorporation filed with the Secretary of
State of the State of Delaware on May 22, 1984 and amended on March 30, 1987,
December 28, 1989 and February 2, 1994 by substituting the text set forth in
FOUR below for the text of such Restated Certificate of Incorporation, as
amended.

     THREE:   By special meeting of the Board of Directors held on July 27, 1995
and by unanimous written consent in lieu of a meeting of the holders of the
outstanding voting capital stock of the Corporation on the same date, and in
compliance with Sections 242 and 245 of the GCL, this Restated Certificate of
Incorporation was proposed by the Board of Directors and was adopted by the
stockholders of the Corporation.

     FOUR:    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 WORLD AIRWAYS, INC.

ARTICLE II

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

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ARTICLE III

     The purpose of the Corporation is to engage, directly or indirectly, in any
lawful act or activity for which corporations may be organized under the
Delaware General Corporation Law.

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ARTICLE IV

     The aggregate number of shares of capital stock which the Corporation shall
have authority to issue if forty-five million (45,000,000) shares of which forty
million (40,000,000) shall be Common Stock, par value ($.001) per share, and
five million (5,000,000) shall be shares of Preferred Stock, par value ($.001)
per share.

     A.   COMMON STOCK.

          1.  Voting Rights. The holders of each share of Common Stock shall
have the right to one vote, and shall be entitled to notice of any stockholders'
meeting in accordance with the Bylaws of this Corporation, and shall be entitled
to vote upon such matters and in such manner as may be provided by law on all
matters submitted to a vote at any meeting of shareholders.

          2.  Dividend Rights. Subject to the rights of holders of all classes
of stock at the time outstanding having prior rights as to dividends, the
holders of the Common Stock shall be entitled to receive, when and as declared
by the Board of Directors, out of any funds of the Corporation legally available
therefor, such dividends as may be declared from time to time by the Board of
Directors.

     B.   PREFERRED STOCK.

          1.  General. The Preferred Stock may be issued from time to time in
one or more classes or series, with such distinctive designations, rights and
preferences as shall be stated and expressed herein or in the resolution or
resolutions providing for the issue of shares of a particular series, and is
such resolution or resolutions providing for the issue of shares of such series
the Board of Directors is expressly authorized to fix:

              a.    The annual or other period dividend rate for such series,
the dividend payment dates, the date from which dividends on all shares of such
series issued shall be cumulative, and the extent of participation rights, if
any;

              b.    The redemption price or prices, if any; for such series and
other terms and conditions on which such series may be retired and redeemed;

              c.    The obligation, if any, of the Corporation to purchase and
retire or redeem shares as a sinking fund or otherwise, and the terms and
conditions of any such redemption;

              d.    The designation and maximum number of shares of such series
issuable;

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              e.    The right to vote, if any, with holders of shares of any
other class or series and any right to vote as a separate voting group, either
generally or as a condition to specified corporate action;

              f.    The amount payable upon shares in event of involuntary
liquidation;

              g.    The amount payable upon shares in event of voluntary
liquidation;

              h.    The rights, if any, of the holders of shares of such series
to convert such shares into other classes of stock of the Corporation and the
terms and conditions of any such conversion; and

              i.    Such other right as may be specified by the Board of
Directors and not prohibited by law.

     All shares of Preferred Stock of any one series shall be identical with
          each other in all respects except, if so determined by the Board of
          Directors, as to the dates from which dividends thereon shall be
          cumulative; and all shares of Preferred Stock shall be of equal rank
          with each other, regardless of series, and shall be identical with
          each other in all respects except as provided herein or in the
          resolution or resolutions providing for the issue of a particular
          series. In case dividends on all shares of Preferred Stock for any
          quarterly dividend period are not paid in full, all such shares shall
          participate ratably in any partial payment of dividends for such
          period in proportion to the full amounts of dividends for such period
          to which they are respectively entitled.

ARTICLE V

     The business of the Corporation shall be managed under the direction of the
Board of Directors except as otherwise provided by law. Upon the effective date
of the Amended and Restated Certificate of Incorporation, the number of
directors shall be divided into three (3) classes, as nearly equal in number as
may be. Directors designated Class I shall serve in the first instance until the
annual meeting of the stockholders immediately following the effective date of
this Amended and Restated Certificate of Incorporation (the "First Annual
Meeting"), and until their successors shall have been properly elected and shall
qualify; and thereafter for a three-year term. Directors designated Class II and
Class III shall serve in the first instance until the second and third meetings
of the stockholders to be held after the First Annual Meeting, respectively, and
until their successors shall have been properly elected and shall qualify; and
thereafter for three-year terms. The number of directors of the Corporation
shall be fixed from time to

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time by, or in the manner provided in, the Bylaws. Subject to the rights of the
holders of any class or series of Preferred Stock then outstanding, a Director
may be removed only with cause.

ARTICLE VI

     At no time shall more than twenty-five percent (25%) of the voting interest
of the Corporation be owned or controlled by persons who are not "Citizens of
the United States" (as such term is defined in Section 101 of the Federal
Aviation Act of 1958, as amended, (Title 49 United State Code), or as the same
may be from time to time amended)) ("Non-Citizens"). In the event that
Non-Citizens shall own (beneficially or of record) or have voting control over
any shares of Common Stock of the Corporation, the voting rights of such persons
shall be subject to automatic suspension to the extent required to ensure that
the Corporation is in compliance with applicable provisions of law and
regulations relating to ownership or control of a U.S. carrier. The Bylaws shall
contain provisions to implement this Article VI, including without limitation,
provisions restricting or prohibiting transfer of shares of voting stock to
Non-Citizens and provisions restricting or removing voting rights as to shares
of voting stock owned or controlled by Non-Citizens. Any determination as to
ownership, control or citizenship made by the Board of Directors shall be
conclusive and binding as between the Corporation and any stockholder for
purposes of this Article VI.

ARTICLE VII

     The Board of Directors may make, alter or repeal the Bylaw of the
Corporation, provided, however, that any provisions of the Bylaws adopted or
required to be adopted pursuant to the Delaware General Corporation Law, by the
stockholders of the Company may only be made, altered or repealed by the
stockholders of the Corporation.

ARTICLE VIII

     The Directors of the Corporation shall be protected from personal
liability, through indemnification or otherwise, to the fullest extent permitted
under the Delaware General Corporation Law as from time to time in effect. A
Director of this Corporation 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

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those specific breaches and acts or omissions with the respect to which the
Delaware General Corporation Law expressly provides that this provision shall
not eliminate or limit such personal liability of Directors. The modification or
repeal of this Article VIII shall not affect the restriction hereunder of a
Director's personal liability for any act or omission occurring prior to such
modification or repeal.

ARTICLE IX

     The Corporation shall, to the fullest extent permitted by Section 145 of
the Delaware General Corporation Law, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have power to
indemnify under said section from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which

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those indemnified may be entitled under any Bylaw, agreement, vote of
stockholders or disinterested Directors or otherwise, both as to action in his
official capacity while holding such office and to action while serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, and shall
continue as to a person who has ceased to be a Director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person; provided, however, that the Corporation shall indemnify any
such indemnitee in connection with a proceeding initiated by such indemnitee
only if such proceeding was authorized by the Board of Directors of the
Corporation. In connection with the indemnification provided by Section 145 of
the Delaware General Corporation Law and under any Bylaw, agreement, vote of
stockholders or disinterested Directors or otherwise, expenses incurred by a
Director or officer in defending or investigating a threatened or pending
action, suit or proceeding shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such Director or officer to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the Corporation in accordance with Section 145 of the Delaware
General Corporation Law or as authorized in the Bylaws of the Corporation.

ARTICLE X

     The Corporation reserves the right to amend, alter, change or repeal any
provisions contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

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     IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been
signed under the seal of the Corporation by its duly authorized officers this
3rd day of October, 1995.

                                            WORLD AIRWAYS, INC.


                                            By: /s/ T. Coleman Andrews, III
                                                ---------------------------
                                                T. Coleman Andrews, III
                                                Chairman and CEO


[Seal]


Attest:

/s/ Cathy Runde
--------------------
Cathy Runde
Assistant Secretary

                                    DELAWARE
                                 ---------------
                                 The First State

          I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
          DELAWARE, DO HEREBY CERTIFY THE ATTATCHED IS A TRUE AND CORRECT
          COPY OF THE CERTIFICATE OF AMENDMENT OF "WORLD AIRWAYS, INC.",
          FILED IN THIS OFFICE ON THE TWENTY-FOURTH DAY OF JUNE, A.D. 2002,
          AT 10 O'CLOCK A.M.

          A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
          CASTLE COUNTY RECORDER OF DEEDS.