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                                                                    EXHIBIT 3.02

                          SECOND AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                      Of

                                 DSL.net, Inc.

                   (Pursuant to Sections 242 and 245 of the
               General Corporation Law of the State of Delaware)

     DSL.net, Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware (the "General Corporation
Law"),

     DOES HEREBY CERTIFY:

     FIRST:  That the name of this corporation is DSL.net, Inc. and that this
corporation was originally incorporated pursuant to the General Corporation Law
on March 3, 1998 under the name DSL.net, Inc.

     SECOND: That the Board of Directors duly adopted resolutions proposing to
amend and restate the certificate of incorporation of this corporation,
declaring said amendment and restatement to be advisable and in the best
interests of this corporation and its stockholders, and authorizing the
appropriate officers of this corporation to solicit the consent of the
stockholders therefor, which proposed amendment and restatement is as follows:

                                   ARTICLE I

     The name of this corporation is DSL.net, Inc.

                                  ARTICLE II

     The address of the registered office of this corporation in the State of
Delaware is 1013 Centre Road, in the City of Wilmington, County of New Castle.
The name of its registered agent at such address is Corporation Service Company.

                                  ARTICLE III

     The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.
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                                  ARTICLE IV

     A.   Classes of Stock.  This corporation is authorized to issue two
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classes of stock to be designated, respectively, "Common Stock" and "Preferred
Stock."  The total number of shares that this corporation is authorized to issue
is 220,000,000 shares, of which 200,000,000 shares shall be Common Stock with a
par value of $.0005 per share and 20,000,000 shares shall be Preferred Stock
with a par value of $.001 per share.

     B.   Preferred Stock.
          ---------------

     Shares of the Preferred Stock may be issued from time to time in one or
more classes or series.  The Board of Directors of the corporation shall have
authority to the fullest extent permitted under the General Corporation Law to
adopt resolutions from time to time fixing, for each class or series of
Preferred Stock, the voting powers, whether full, limited or no voting powers,
and such designations, preferences and relative, participating, optional or
other special rights, and qualifications, or restrictions thereof, and fixing,
altering or reducing the number of shares comprising any such class or series,
subject to any requirements of the General Corporation Law and the corporation's
certificate of incorporation.

     The authority of the Board of Directors with respect to each such class or
series shall include, without limitation of the foregoing, the right to
determine and fix the following preferences and powers, which may vary as
between different classes or series of Preferred Stock:

     1.   the distinctive designation of such class or series and the number of
shares to constitute such class or series of Preferred Stock;

     2.   the rate at which dividends, if any, on the shares of such class or
series of Preferred Stock shall be declared and paid, or set aside for payment,
whether dividends at the rate so determined shall be cumulative or accruing, and
whether the shares of such class or series shall be entitled to any
participating or other dividends in addition to dividends at the rate so
determined, and if so, on what terms;

     3.   the right or obligation, if any, of this corporation to redeem shares
of the particular class or series of Preferred Stock and, if redeemable, the
price, terms and manner of such redemption;

     4.   the special and relative rights and preferences, if any, and the
amount or amounts per share, which the shares of such class or series of
Preferred Stock shall be entitled to receive upon any voluntary or involuntary
liquidation, dissolution or winding up of this corporation;

     5.   the terms and conditions, if any, upon which shares of such class or
series of Preferred Stock shall be convertible into, or exchangeable for, shares
of capital stock of

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this corporation of any other class or series, including the price or prices or
the rate or rates of conversion or exchange and the terms of adjustment, if any;

     6.   the obligation, if any, of this corporation to retire, redeem or
purchase shares of such class or series of Preferred Stock pursuant to a sinking
fund or fund of a similar nature or otherwise, and the terms and conditions of
such obligation;

     7.   the voting rights, if any, including special voting rights with
respect to the election of directors and matters adversely affecting any class
or series of Preferred Stock;

     8.   the limitations, if any, on the issuance of additional shares of such
class or series or any shares of any other class or series of Preferred Stock;
and

     9.   such other preferences, powers, qualifications, special or relative
rights and privileges thereof as the Board of Directors of this corporation may
deem advisable and are not inconsistent with law, the provisions of this
corporation's certificate of incorporation or the provisions of any certificate
of designation of any class or series of Preferred Stock.

          C.   Common Stock. The rights, preferences, privileges and
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restrictions granted to and imposed on the Common Stock are as set forth below
in this Article IV(C).

               1.   Dividend Rights. Subject to the prior rights of holders of
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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 assets of this corporation
legally available therefor, such dividends as may be declared from time to time
by the Board of Directors.

               2.   Liquidation Rights. Upon the liquidation, dissolution or
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winding up of this corporation and after distribution in full of the
preferential amounts, if any, to be distributed to the holders of shares of the
Preferred Stock, the holders of shares of Common Stock shall be entitled to
receive all of the remaining assets of the corporation of whatever kind
available for distribution to stockholders ratably in proportion to the number
of shares of Common Stock held by them respectively, unless otherwise provided
by law or the corporation's certificate of incorporation or in any certificate
of designation filed in accordance with the General Corporation Law of the State
of Delaware with respect to the designation of any class or series of Preferred
Stock.

               3.   Redemption.  The Common Stock is not redeemable.
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               4.   Voting Rights.
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               (a)  Except as may be provided in this corporation's certificate
of incorporation or in any certificate of designation of any class or series of
Preferred Stock, the holder of each share of Common Stock shall have the right
to one vote for each such share, and shall be entitled to notice of any
stockholders' meeting in accordance with the by-laws of this corporation, and
shall be entitled to vote upon all matters voted on by stockholders of this
corporation.

               (b)  Notwithstanding the provisions of Section 242(b)(2) of the
General Corporation Law, the holders of Common Stock shall vote together with
the holders of the Preferred Stock, if any, as a single class with respect to
any proposed amendment hereto that would increase the number of authorized
shares of Common Stock with each such share being entitled to such number of
votes per share as is provided in this Article IV, and the holders of the Common
Stock shall not be entitled to a separate class vote with respect thereto.

               5.   Residual Rights. All rights accruing to the outstanding
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shares of capital stock of this corporation not expressly provided for to the
contrary herein or in any certificate of designation of any class or series of
Preferred Stock shall be vested in the Common Stock.

                                   ARTICLE V

     Except as otherwise provided in this certificate of incorporation, in
furtherance and not in limitation of the powers conferred by statute, the Board
of Directors is expressly authorized to make, repeal, alter, amend and rescind
any or all of the by-laws of this corporation.

                                  ARTICLE VI

     A.   Number of Directors.  The number of directors of this corporation
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shall be fixed from time to time by a resolution of the Board of Directors.

     B.   Classes of Directors.  This Part B of Article VI shall be effective
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commencing with the election of directors to be held at the first annual meeting
of stockholders of this corporation after the filing of this Second Amended and
Restated Certificate of Incorporation (the date of such first annual meeting
shall be referred to as the "Commencement Date").

          1.   Commencement and Size of Classes. The Board of Directors shall be
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divided into three classes:  Class I, Class II and Class III.  No one class
shall have more than one director more than any other class.

          2.   Terms of Office.  Each director shall serve for a term ending on
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the date of the third annual meeting following the annual meeting of
stockholders at

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which such director was elected; provided, however, that each initial director
in Class I shall serve for a term ending on the date of the first annual meeting
of stockholders held after the Commencement Date; each initial director in Class
II shall serve for a term ending on the date of the second annual meeting of
stockholders held after the Commencement Date; and each initial director in
Class III shall serve for a term ending on the date of the third annual meeting
of stockholders held after the Commencement Date.

          3.   Allocation of Directors Among Classes in the Event of Increases
               ---------------------------------------------------------------
or Decreases in the Number of Directors.  In the event of any increase or
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decrease in the authorized number of directors, (i) each director then serving
as such shall nevertheless continue as a director of the class of which he or
she is a member until the expiration of such director's current term or his or
her prior death, removal or resignation and (ii) the newly created or eliminated
directorships resulting from such increase or decrease shall be apportioned by
the Board of Directors among the three classes of directors so as to ensure that
no one class has more than one director more than any other class. To the extent
possible, consistent with the foregoing rule, any newly created directorships
shall be added to those classes whose terms of office are to expire at the
earliest dates following such allocation, unless otherwise provided for from
time to time by resolution adopted by a majority of the directors then in
office, even if less than a quorum.  No decrease in the number of directors
constituting the whole Board of Directors shall shorten the term of an incumbent
Director.

          C.   Election of Directors. Elections of directors need not be by
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written ballot except as and to the extent provided in the by-laws of the
corporation.

          D.   Removal of Directors.
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               1.   During the period between the date of the filing of this
Second Amended and Restated Certificate of Incorporation and the Commencement
Date, any one or more or all of the directors may be removed (i) without cause
only by the affirmative vote of the holders of shares of voting stock of this
corporation representing at least seventy-five percent (75%) of the voting power
of all of the then outstanding shares of capital stock of this corporation
entitled to vote generally in the election of directors, voting together as a
single class; and (ii) with cause only by the affirmative vote of the holders of
shares of voting stock of this corporation representing at least a majority of
the voting power of all of the then outstanding shares of capital stock of this
corporation entitled to vote generally in the election of directors, voting
together as a single class.

               2.   From and after the Commencement Date, any one or more or all
of the directors may be removed, only for cause, by the affirmative vote of the
holders of shares of voting stock of this corporation representing at least
seventy-five percent (75%) of the voting power of all of the then outstanding
shares of capital stock of this corporation entitled to vote generally in the
election of directors, voting together as a single class.

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          E.   Tenure. Notwithstanding any provisions to the contrary contained
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in this corporation's certificate of incorporation, each director shall hold
office until his or her successor is elected and qualified, or until his or her
earlier death, resignation or removal.

          F.   Vacancies. Any vacancy in the Board of Directors, however
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occurring (including a vacancy resulting from an enlargement of the Board of
Directors), may be filled by vote of a majority of the directors then in office,
even if less than a quorum, or by a sole remaining director. A director elected
to fill a vacancy shall be elected for the unexpired term of his or her
predecessor in office, if applicable, and a director chosen to fill a position
resulting from an increase in the number of directors shall hold office until
the next election of the class for which such director shall have been chosen.

          G.   Quorum.  A majority of the total number of the whole Board of
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Directors shall constitute a quorum at all meetings of the Board of Directors.
If one or more of the directors shall be disqualified to vote at any meeting,
then the required quorum shall be reduced by one for each such director so
disqualified; provided, however, that in no case shall less than one-third (1/3)
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of the total number of the whole Board of Directors fixed in accordance with
this Article VI constitute a quorum.  In the absence of a quorum at any such
meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice other than announcement at the meeting, until a
quorum shall be present.

          H.   Action at Meeting. At any meeting of the Board of Directors at
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which a quorum is present, the vote of a majority of those present shall be
sufficient to take any action, unless a different vote is specified by law or
the corporation's certificate of incorporation or by-laws.

          I.   Stockholder Nominations and Introduction of Business, Etc.
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Advance notice of stockholder nominations for election of directors and other
business to be brought by stockholders before a meeting of stockholders shall be
given in the manner provided in the by-laws of the corporation.

          J.   Rights of Preferred Stock.  The provisions of this Article VI are
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subject to the rights of the holders of any class or series of Preferred Stock
from time to time outstanding.

                                  ARTICLE VII

          Stockholders of the corporation may not take any action by written
consent in lieu of a meeting.

                                 ARTICLE VIII

          Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide.  The books of this corporation may be kept

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(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the by-laws of this corporation.

                                  ARTICLE IX

       A director of this corporation shall, to the fullest extent permitted by
the General Corporation Law as it now exists or as it may hereafter be amended,
not be personally liable to this corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to this corporation or its
stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the General Corporation Law, or (iv) for any transaction from which the director
derived any improper personal benefit.  If the General Corporation Law is
amended to authorize corporation action further eliminating or limiting the
personal liability of directors, then the liability of a director of this
corporation shall be, and hereby is, eliminated or limited to the fullest extent
permitted by the General Corporation Law, as so amended.

       Any amendment, repeal or modification of this Article IX, or the adoption
of any provision of this certificate of incorporation inconsistent with this
Article IX, by the stockholders of this corporation shall not apply to or
adversely affect any right or protection of a director of this corporation
existing at the time of such amendment, repeal, modification or adoption.

                                   ARTICLE X

       The Board of Directors of this corporation, when evaluating any offer of
another party (a) to make a tender or exchange offer for any equity security of
this corporation or (b) to effect a business combination, shall, in connection
with the exercise of its judgment in determining what is in the best interests
of this corporation as whole, be authorized to give due consideration to any
such factors as the Board of Directors determines to be relevant, including,
without limitation:

          (A) the interests of this corporation's stockholders, including the
possibility that these interests might be best served by the continued
independence of this corporation;

          (B) whether the proposed transaction might violate federal or
state laws;

          (C) not only the consideration being offered in the proposed
transaction, in relation to the then current market price for the outstanding
capital stock of this corporation, but also to the market price for the capital
stock of this corporation over a period of years, the estimated price that might
be achieved in a negotiated sale of this corporation as a whole or in part or
through orderly liquidation, the premiums over

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market price for the securities of other corporations in similar transactions,
current political, economic and other factors bearing on securities prices and
this corporation's financial condition and future prospects; and

          (D) the social, legal and economic effects upon employees, suppliers,
customers, creditors and others having similar relationships with this
corporation, upon the communities in which this corporation conducts its
business and upon the economy of the state, region and nation.

In connection with any such evaluation, the Board of Directors is authorized to
conduct such investigations and engage in such legal proceedings as the Board of
Directors may determine.

                                  ARTICLE XI

       This corporation reserves the right to amend, alter, change or repeal any
provision 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.  In addition to the vote of any
class or series of stock of this corporation required by law, this certificate
of incorporation or a certificate of designation with respect to a class or
series of Preferred Stock, the affirmative vote of the holders of shares of
voting stock of this corporation representing at least seventy-five percent
(75%) of the voting power of all of the then outstanding shares of the capital
stock of this corporation entitled to vote generally in the election of
directors, voting together as a single class, shall be required to (i) reduce or
eliminate the number of authorized shares of Common Stock or the number of
authorized shares of Preferred Stock set forth in Article IV or (ii) amend or
repeal, or adopt any provision inconsistent with, Articles III, V, VI, VII, IX,
X, XII and XIII or this sentence.

                                  ARTICLE XII

       This corporation is (i) required to provide indemnification of, and
advancement of expenses to, its directors and officers to the fullest extent
permitted by the General Corporation Law and other applicable laws, and (ii)
permitted to provide indemnification of, and advancement of expenses to, its
directors, officers, employees and agents of this corporation (and any other
persons to which General Corporation Law permits this corporation to provide
indemnification) through by-law provisions, agreements with such persons, vote
of stockholders or disinterested directors or otherwise, in excess of the
indemnification and advancement otherwise permitted by Section 145 of the
General Corporation Law, subject, in each case, only to limits created by
applicable law (statutory or non-statutory).

       Any amendment, repeal or modification of the foregoing provisions of this
Article XII shall not adversely affect any right or protection of a director,
officer, employee, agent, or other person existing at the time of, or increase
the liability of any director, officer, employee or agent of this corporation or
other person

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with respect to any acts or omissions of such director, officer, employee, agent
or other person occurring prior to, such amendment, repeal or modification.

                                 ARTICLE XIII

       This corporation is to have perpetual existence.

                                  ARTICLE XIV

       Whenever a compromise or arrangement is proposed between this corporation
and its creditors or any class of them and/or between this corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this corporation under (S)291 of Title 8
of the Delaware Code or on the application of trustees in dissolution or of any
receiver or receivers appointed for this corporation under (S)279 of Title 8 of
the Delaware Code order a meeting of the creditors or class of creditors, and/or
of the stockholders or class of stockholders of this corporation, as the case
may be, to be summoned in such manner as the said court directs.  If a majority
in number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.

                                 *     *     *
       THIRD:   The foregoing amendment and restatement was approved by the
holders of the requisite number of shares of said corporation in accordance with
Section 228 of the General Corporation Law.

       FOURTH:  That said amendment and restatement was duly adopted in
accordance with the provisions of Section 242 and 245 of the General Corporation
Law.

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       IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been
executed by the President and the Secretary of this corporation on this ____ day
of _________________, 1999.



                                             ___________________________________
                                             Stephen Zamansky, Secretary

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