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                                        EXHIBIT 3.1

                        SECOND RESTATED CERTIFICATE OF INCORPORATION
                                             OF
                            UNITED INTERNATIONAL HOLDINGS, INC.


     United International Holdings, Inc., a Delaware corporation, hereby
certifies as follows:

     1. The name of the corporation is United International Holdings, Inc. (the
"Corporation"). The Corporation was incorporated under the name "United
Development Group, Inc.", and the original Certificate of Incorporation of the
Corporation was filed with the Delaware Secretary of State on May 30, 1989. The
Corporation filed a Restated Certificate of Incorporation on April 14, 1993.

     2. This Second Restated Certificate of Incorporation amends and restates
the provisions of the Certificate of Incorporation of the Corporation, and has
been duly adopted in accordance with Sections 242 and 245 of the General
Corporation Law of the State of Delaware.

     3. The text of the Certificate of Incorporation of the Corporation is
amended and restated to read in its entirety as follows:

     FIRST:  The name of the corporation (the "Corporation") is:

               UNITED INTERNATIONAL HOLDINGS, INC.

     SECOND:  The address of the Corporation's current registered office in the
State of Delaware is 1209 Orange Street in the city of Wilmington, county of
New Castle. The name of the Corporation's registered agent at that address is
The Corporation Trust Company.

     THIRD:  The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General
Corporation Law of the State of Delaware.

     FOURTH:  (a) AUTHORIZED SHARES. The total number of shares of stock that
the Corporation shall have authority to issue is 35,812,500, divided into the
following classes:

          (i)   25,000,000 shares of Class A Common Stock, par value $.01 per
          share;


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          (ii)  7,812,500 shares of Class B Common Stock, par value $.01 per
          share;

          (iii) 3,000,000 shares of preferred stock, par value $.01 per share.

     (b)  COMMON STOCK.

          (i)   Each share of Class A Common Stock shall be identical in all
          respects with the Class B Common Stock except as set forth in
          subparagraph (ii) below and except that each holder of Class A Common
          Stock shall be entitled to one vote for each share of such stock held
          and each holder of Class B Common Stock shall be entitled to ten votes
          for each share of such stock held, on all matters presented to
          stockholders.

          (ii)  Each share of Class B Common Stock shall be convertible, at the
          option of its holder, into one share of Class A Common Stock. A holder
          wishing to convert shares of Class B Common Stock into shares of
          Class A Common Stock shall deliver the certificate or certificates
          representing the shares of Class B Common Stock to be converted to the
          Secretary of the Corporation or to the registrar of the Corporation,
          and shall notify the Secretary or registrar in writing of the holder's
          desire to so convert. Upon receipt by the Secretary or registrar of
          the foregoing certificate or certificates and notice, the Corporation
          shall cause to be issued to the holder who delivered the Class B
          Common Stock one share of Class A Common Stock for each share of
          Class B Common Stock delivered for conversion, and shall issue and
          deliver to such holder a certificate for such shares. A number of
          shares of Class A Common Stock equal to the number of shares of
          Class B Common Stock outstanding from time to time shall be set aside
          and reserved for issuance upon conversion of Class B Common Stock.
          Shares of Class B Common Stock that have been so converted shall
          become treasury

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          shares that may be issued or retired by resolution of the Board of
          Directors of the Corporation. Class A Common Stock shall not be
          convertible into Class B Common Stock.

          (iii) Each share of Class A Common Stock and each share of Class
          B Common Stock shall have the same rights as to dividends and
          distributions of the Corporation. A dividend or distribution may be
          paid or made in shares of Class A Common Stock or Class B Common Stock
          (collectively, the "Common Stock"), but a dividend or distribution of
          shares of Class A Common Stock may be paid or made only to holders of
          Class A Common Stock and a dividend or distribution of shares of Class
          B Common Stock may be paid or made only to holders of Class B Common
          Stock. If a dividend or distribution is paid or made on the Class A
          Common Stock, a dividend or distribution of the same number of shares
          shall simultaneously be paid or made to holders of Class B Common
          Stock; and if a dividend or distribution is paid or made on Class B
          Common Stock, a dividend or distribution of the same number of shares
          shall simultaneously be paid or made to holders of Class A Common
          Stock. In the case of any subdivision, combination or reclassification
          of either class of Common Stock, a proportionate subdivision,
          combination or reclassification of the other class of Common Stock
          shall simultaneously be made. If the Corporation merges or
          consolidates with or into another entity (whether or not the
          Corporation is the surviving entity), the holders of the Common Stock
          shall be entitled to receive the same per share consideration.

     (c)  PREFERRED STOCK. The Board of Directors is authorized, subject to
any limitations prescribed by law, to provide from time to time for the
issuance of the shares of preferred stock in series, and by filing a
certificate pursuant to the applicable law of the State of Delaware, to
establish the characteristics of each series, including the following:


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          (i)    the number of shares of that series, which may subsequently be
          increased or decreased (but not below the number of shares of that
          series then outstanding) by resolution of the Board of Directors, and
          the distinctive designation thereof;

          (ii)   the voting powers, full or limited, if any, of the shares of
          that series and the number of votes per share;

          (iii)  the rights in respect of dividends on the shares of that
          series, whether dividends shall be cumulative and, if so, from which
          date or dates and the relative rights or priority, if any, of payment
          of dividends on shares of that series and any limitations,
          restrictions or conditions on the payment of dividends;

          (iv)   the relative amounts, and the relative rights or priority, if
          any, of payment in respect of shares of that series, which the holders
          of the shares of that series shall be entitled to receive upon any
          liquidation, dissolution or winding up of the Corporation;

          (v)    the terms and conditions (including the price or prices,
          which may vary under different conditions and at different redemption
          dates), if any, upon which all or any part of the shares of that
          series may be redeemed, and any limitations, restrictions or
          conditions on such redemption;

          (vi)   the terms, if any, of any purchase, retirement or sinking
          fund to be provided for the shares of that series;

          (vii)  the terms, if any, upon which the shares of that series
          shall be convertible into or exchangeable for shares of any other
          class, classes or series, or other securities, whether or not issued
          by the Corporation;

          (viii) the restrictions, limitations and conditions, if any, upon
          issuance of


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          indebtedness of the Corporation so long as any shares of that series
          are outstanding; and

          (ix)   any other preferences and relative, participating, optional
          or other rights and limitations not inconsistent with law, this
          Article Fourth or any resolution of the Board of Directors pursuant to
          this Article Fourth.

     FIFTH: (a) GENERAL. The business and affairs of the Corporation shall be
managed by a Board of Directors. The number of directors shall be fixed by,
or in the manner provided in the by-laws. The directors shall be elected by a
majority of votes of all shares entitled to vote on the election of directors.

     (b) CLASSIFICATION AND ELECTION OF DIRECTORS. The directors shall be
divided as evenly as possible into three classes, designated Class I, Class
II and Class III. If the number of directors is not evenly divisible by
three, the remainder positions shall be allocated first to Class III and
second to Class II. At the 1993 annual meeting of stockholders or by written
consent in lieu of such meeting, Class I directors shall be elected for a term
expiring at the 1994 annual meeting of stockholders, Class II directors for a
term expiring at the 1995 annual meetings of stockholders and Class III
directors for a term expiring at the 1996 annual meeting of stockholders. At
each succeeding annual meeting of stockholders, successors to directors whose
terms expire at that annual meeting shall be of the same class as the
directors they succeed and shall be elected for three-year terms.

     (c) TERM OF OFFICE; VACANCIES. A director shall hold office until the
annual meeting for the year in which his or her term expires and until his or
her successor shall be elected and shall qualify, subject, however, to prior
death, resignation, retirement or removal from office. Except as provided in
paragraph (b) of this Article Fifth, the directors shall have the exclusive
power to fill vacancies and newly created directorships resulting from any
increase in the authorized number of directors. Any newly created
directorship resulting from an increase in the number of directors or any
other vacancy on the Board of Directors, however caused, shall be filled by a
majority of the directors then in office, although less than a quorum, or by
a sole remaining director. Any director elected by one or more directors to
fill a newly created directorship or other vacancy shall, without regard to
the class in which the vacancy occurred, hold office until the next
succeeding annual meeting of

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stockholders and until his or her successor shall have been elected and
qualified.

     (d) REMOVAL. Any or all of the directors of the Corporation may be
removed for cause by the stockholders by the affirmative vote of the holders
of at least 80 percent of the votes of the outstanding shares of stock
generally entitled to vote in the election of directors ("Voting Stock"),
voting together as a single class, at a meeting of stockholders for which
proper notice of the proposed removal has been given. Directors may not be
removed without cause.

     (e) NOTICE OF NOMINATIONS. Advance notice of nominations for the
election of directors, other than nominations by the Board of Directors or a
committee thereof, shall be given to the Corporation in the manner provided
in the Bylaws.

     (f) ELECTION OF DIRECTORS BY HOLDERS OF PARTICULAR CLASSES OR SERIES OF
STOCK. Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of stock issued by the Corporation shall have the right,
voting separately by class or series, to elect directors at any 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
provisions of this Certificate of Incorporation, including any applicable
resolutions of the Board of Directors adopted pursuant to the Article Fourth.
Directors so elected shall not be divided into classes and shall be elected
by such holders annually unless expressly provided otherwise by those
provisions or resolutions, and, during the prescribed terms of office of
those directors, the Board of Directors shall consist of a number of directors
equal to the number of those directors plus the number of directors
determined as provided in the first paragraph of this Article Fifth.

     SIXTH: To the fullest extent permitted by the General Corporation Law of
the State of Delaware, as now existing or hereafter amended, a director of
the Corporation shall not be liable to the Corporation or any of its
stockholders for monetary damages for breach of his fiduciary duty as a
director. No amendment or repeal of this Article Sixth shall adversely affect
any right or protection of a director of the Corporation existing under this
Article Sixth immediately before the amendment or repeal.

     SEVENTH: Each person who is or was a director or officer of the
Corporation, and each such person who is or was serving at the request of the
Corporation as a director or officer of another corporation, or in a similar
capacity of a partnership, joint venture, trust or other enterprise, including


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service with respect to employee benefit plans maintained or sponsored by
the Corporation (including the heirs, executors, administrators and estate of
such person) shall be indemnified by the Corporation, in accordance with the
procedures specified in the Bylaws of the Corporation, to the fullest extent
permitted from time to time by the General Corporation Law of the State of
Delaware. The Corporation may, to the extent authorized from time to time by
the Board of Directors, grant rights to indemnification and to the
advancement of expenses to any employee or agent of the Corporation to the
fullest extent of the provisions of this Article with respect to the
indemnification and advancement of expenses of directors and officers of the
Corporation. Without limiting the generality of the foregoing, the Corporation
may enter into one or more agreements with any person that provide for
indemnification and advancement of expenses greater or different than that
provided in this Article Seventh. No amendment or repeal of this Article
Seventh shall adversely affect any right or protection existing under or
pursuant to this Article Seventh immediately before the amendment or repeal.

     EIGHTH: After the Corporation first has a class of securities registered
under Section 12(g) of the Securities Exchange Act of 1934, as amended, or
its equivalent any action required or permitted to be taken by the
stockholders of the Corporation must be taken at a duly called annual or
special meeting of the stockholders and may not be taken by consent in
writing or otherwise.

     NINTH: Except as otherwise required by law or provided in the bylaws of
the Corporation, and subject to the rights of the holders of any class or
series of shares issued by the Corporation having a preference over the Common
Stock as to dividends or upon liquidation to elect directors in certain
circumstances, special meetings of the stockholders of the Corporation may be
called only by the Board of Directors pursuant to a resolution approved by
the affirmative vote of a majority of the directors then in office.

     TENTH: The Board of Directors shall have the power to adopt, alter,
amend or repeal the Bylaws of the Corporation by vote of not less than a
majority of the directors then in office. The holders of shares of capital
stock of the Corporation entitled at the time to vote for the election of
directors shall, to the extent such power is at the time conferred on them by
applicable law, also have the power to adopt, alter, amend or repeal the
Bylaws of the Corporation, but only if such action receives at least 80
percent of the votes of the outstanding Voting Stock, voting together as a
single class.


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     ELEVENTH: Election of directors need not be by written ballot.

     TWELFTH: Notwithstanding anything to the contrary in this Certificate of
Incorporation, the affirmative vote of the holders of at least 80 percent of
the votes of the outstanding Voting Stock, voting together as a single class,
shall be required to amend, repeal or adopt any provision inconsistent with
any of Articles Fifth, Eighth, Ninth, Tenth, Eleventh and Twelfth of this
Certificate of Incorporation or to provide for any cumulative voting by
stockholders.

     IN WITNESS WHEREOF, this Second Restated Certificate of Incorporation
has been signed this 3rd day of June, 1993.


                                       UNITED INTERNATIONAL HOLDINGS,
                                         INC.



                                       /s/ William J. Elsner
                                       ------------------------------
                                       William J. Elsner
                                       Chief Executive Officer

Attest:

/s/ Bernard G. Dvorak
---------------------------
Bernard G. Dvorak
Secretary









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