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                                                                     Exhibit 3.1

                            CERTIFICATE OF AMENDMENT

                                       OF

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                  GENUITY INC.


       Genuity Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware (the "COMPANY"), DOES
HEREBY CERTIFY:

       FIRST: That the Board of Directors of the Company has duly adopted a
resolution, pursuant to Section 242 of the General Corporation Law of the State
of Delaware, setting forth an amendment to the Amended and Restated Certificate
of Incorporation of this Company and declaring said amendment to be advisable;

       SECOND: That the stockholders of the Company have duly approved said
amendment by the required vote of such stockholders, such required vote being a
majority of the outstanding share of the Class A Common Stock, voting as a
single class, and a majority of the outstanding shares of the Class B Common
Stock, voting as a single class, adopted at an Annual Meeting of the
Stockholders of the Company duly called and held in accordance with the
requirements of Section 222 of the General Corporation Law of the State of
Delaware, such approval being in accordance with the terms of the Amended and
Restated Certificate of Incorporation and Section 242 of the General Corporation
Law of the State of Delaware,

       THIRD: That the first paragraph of Article Fourth of the Amended and
Restated Certificate of Incorporation is hereby amended and restated in its
entirety as follows:

            "FOURTH: AUTHORIZED CAPITAL: The aggregate number of shares of all
            classes of stock which the Company shall have the authority to issue
            is 123,550,000 shares, consisting of (i) 80,000,000 shares, par
            value $0.01 per share, designated as "Class A Common Stock," (ii)
            1,050,000 shares, par value $0.01 per share, designated as "Class B
            Common Stock," (iii) 40,000,000 shares, par value $0.01 per share,
            designated as "Class C Common Stock," and (iv) 2,500,000 shares, par
            value $0.01 per share, designated as "Preferred Stock."

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       FOURTH: That the Amended and Restated Certificate of Incorporation is
hereby further amended by adding the following provision to the end of Article
Fourth:

            "G. STOCK SPLIT. Upon the effectiveness of this Certificate of
            Amendment, every twenty shares of Class A Common Stock issued and
            outstanding immediately prior to the effective date of the filing of
            this Certificate of Amendment to the Amended and Restated
            Certificate of Incorporation of this Company are hereby reclassified
            and changed into one fully paid and nonassesable share of Class A
            Common Stock, par value $0.01 per share, of the Company, and each
            holder of record of a certificate for twenty or more shares of Class
            A Common Stock as of the close of business on the effective date of
            the filing of this Certificate of Amendment to the Amended and
            Restated Certificate of Incorporation shall be entitled to receive,
            as soon as practicable, upon surrender of such certificate, a
            certificate or certificates representing one share of Class A Common
            Stock for every twenty shares of Class A Common Stock represented by
            the certificate of such holder, provided, however, that no
            fractional shares of Class A Common Stock shall be issued and in
            lieu of issuing fractional shares of Class A Common Stock, all
            fractional interests shall be aggregated and sold and this Company
            shall arrange for the payment of cash in lieu of such fractional
            share interests.

            Upon the effectiveness of this Certificate of Amendment, every
            twenty shares of Class B Common Stock issued and outstanding
            immediately prior to the effective date of the filing of this
            Certificate of Amendment to the Amended and Restated Certificate of
            Incorporation of this Company are hereby reclassified and changed
            into one fully paid and nonassesable share of Class B Common Stock,
            par value $0.01 per share, of the Company, and each holder of record
            of a certificate for twenty or more shares of Class B Common Stock
            as of the close of business on the effective date of the filing of
            this Certificate of Amendment to the Amended and Restated
            Certificate of Incorporation shall be entitled to receive, as soon
            as practicable, upon surrender of such certificate, a certificate or
            certificates representing one share of Class B Common Stock for
            every twenty shares of Class B Common Stock represented by the
            certificate of such holder, provided, however, that no fractional
            shares of Class B Common Stock shall be issued and in lieu of
            issuing fractional shares of Class B Common Stock, all fractional
            interests shall be cancelled and such holder shall be entitled to
            receive only whole shares of Class B Common Stock, the number of
            which to eliminate any fractional interests shall be rounded down
            for each such holder to the nearest whole number of shares of Class
            B Common Stock to which such holder is otherwise entitled."

                                       2

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       FIFTH: That the capital of the Company shall not be reduced under or by
reason of said amendment.

       IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment
of Amended and Restated Certificate of Incorporation to be signed on this 29th
day of May, 2002.



                                         GENUITY INC.

                                         By: /s/ PAUL R. GUDONIS
                                            -----------------------------------
                                            Paul R. Gudonis
                                            Chairman and Chief Executive Officer