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                                                                     EXHIBIT 3.1

                                                   
                    RESTATED CERTIFICATE OF INCORPORATION

                                      OF

                              IMPSAT CORPORATION

                (ORIGINAL CERTIFICATE FILED ON 31 AUGUST 1994)


It is hereby certified that:

        1.      The name of the corporation (the "corporation") is IMPSAT
CORPORATION.


        2.      The Certificate of Incorporation of the corporation is hereby
amended and restated as follows:

        "FIRST:         The name of the corporation is "IMPSAT Corporation"

        SECOND:         The address of the corporation's registered office in
the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the
City of Wilmington, County of New Castle.  The name of its registered agent at 
such address is The Corporation Trust Company.

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

        FOURTH:         The corporation shall have the authority to issue One
Hundred Fifty Million (150,000,000) shares of Class A common stock with a par
value of $1.00 per share and each such share shall have five votes per share.  
The corporation shall also have the authority to issue One Hundred Thousand 
(100,000) shares of Preferred Stock (the "Preferred Stock"), with a par value
of one dollar ($1.00) per share, amounting in the aggregate to One Hundred
Thousand Dollars ($100,000.00) par value.  The Board of Directors is hereby
authorized, as it may determine, to issue such number of the authorized shares
of Preferred Stock at any time and from time to time, in one or more series,
and to fix or alter the designations, preferences and relative, participating,
optional or other special rights and qualifications, limitations or
restrictions, of such shares of Preferred Stock, including without limitation
of the generality of the foregoing, dividend rights, dividend rates, conversion
rights, voting rights, rights and terms of redemption (including sinking fund
provisions), the redemption price and or prices and liquidation preferences of
any wholly unissued series of preferred shares and the number of shares
constituting any such series and the designation thereof, or any of them; and
to increase or decrease the number of shares of that series, but not below the
number of shares of such series then outstanding.  In case the number of any
series shall be so decreased, the shares
                
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constituting such decrease shall resume the status which they had prior to the
adoption of the resolution originally fixing the number of shares of such
series.

            FIFTH:      The corporation is to have perpetual existence.

            SIXTH:      In furtherance of (and not in limitation of) the 
powers conferred by statute, the stockholders of the corporation are
expressly authorized to make, alter or repeal the by-laws of the corporation.

            SEVENTH:    Meetings of the stockholders of the corporation may be 
held within or without the State of Delaware, as the by-laws may provide. The 
books of the corporation may be kept 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 the corporation, except as and to the extent
provided by applicable law. Elections of directors need not be by written
ballot unless the by-laws of the corporation shall so provide.

            EIGHTH:     The corporation may amend this certificate of 
incorporation from time to time in any and as many respects as may be desired
so long as this certificate of incorporation, as amended, contains only such
provisions as it would be lawful and proper to insert in an original
certificate of incorporation filed at time of the filing of the amendment, and,
if a change in stock or the rights of stockholders, or an exchange,
reclassification or cancellation of stock or rights of stockholders, is to be
made, such provisions as may be necessary to effect such change, exchange,
reclassification or cancellation.

            NINTH:      No director of the corporation shall be personally 
liable to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, provided that this article NINTH shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under section 174 of the General Corporation
Law of Delaware, or (iv) for any transaction from which the director derived an
improper personal benefit.

            ELEVENTH:   The Corporation shall indemnify every person who 
was or is a party or is or was threatened to be made a party to any threatened,
pending or completed action, suit or proceeding (other than an action, suit or
proceeding by or in the right of the corporation) whether civil, criminal,
administrative or investigative by reason of the fact he is or was a director
or officer, or is or was serving at the request of the Corporation as a
director or officer, general partner or trustee of any partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably
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I.      Certain Definitions. (a) As used herein, the following terms shall have
the following meanings (with terms defined in the singular having comparable 
meanings when used in the plural and vice versa), unless the context otherwise
requires:

        
        "Adjusted Consolidated Net Tangible Assets" means the total amount of
assets of the Corporation and its Restricted Subsidiaries (less applicable
depreciation, amortization and other valuation reserves), except to the extent
resulting from write-ups of capital assets (excluding write-ups in connection
with accounting for acquisitions in conformity with GAAP), after deducting
therefrom (i) all current liabilities of the Corporation and its Restricted
Subsidiaries (excluding intercompany items) and (ii) all goodwill, trade
names, trademarks, patents, unamortized debt discount and expense and other like
intangibles, all as set forth on the quarterly or annual consolidated balance
sheet of the Corporation and its Restricted Subsidiaries, prepared in
conformity with GAAP and most recently sent to Holders.

        "Affiliate", as applied to any Person, means any other Person directly 
or indirectly controlling, controlled by, or under direct or indirect common
control with, such Person and "Affiliated" has a meaning correlative with the 
foregoing.  For purposes of this definition, "control" (including, with
correlative  meanings, the terms "controlling", "controlled by" and "under
common control with"), as applied to any Person, means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting
securities, by contract or otherwise.

        "Board of Directors" means the Board of Directors of the Corporation.

        "Business Day" means any day except a Saturday, Sunday or other day on
which commercial banks in The City of New York are authorized or required by law
to close.

        "Capital Stock" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated, whether
voting or non-voting) in equity of such Person, whether outstanding on the
Original Issue Date or issued thereafter, including, without limitation, all
Common Shares and Preferred Stock.

        "Capitalized Lease Obligations" has the meaning set forth in the
Indenture.

        "Change of Control" means such time as (i)(a) prior to the occurrences
of a Public Market, the Existing Stockholders ultimately "benefically own" (as
defined in Rule 13d-3 of the Exchange Act) Voting Stock representing less than
50% of the voting power of the total outstanding Voting Stock of the
Corporation on a fully diluted basis and (b) after the occurrence of a Public
Market, a "person" or "group" (within the meaning of Sections 13(d) and
14(d)(2) of the Exchange Act) other than the Purchasers (as defined in the