EXHIBIT 3.1

STATE OF DELAWARE  SECRETARY OF STATE  DIVISION OF  CORPORATIONS  FILED 01:00 PM
08/02/1995 950174119 - 2530006

                          CERTIFICATE OF INCORPORATION
                                       OF
                           U.S. TELNET HOLDINGS, INC.



          U.S. TELNET HOLDINGS, INC., a corporation organized and existing under
the laws of the State of Delaware, hereby certifies as follows:

         FIRST:  The name of the corporation is U.S. TELNET HOLDINGS, INC.

         SECOND:  The address of the registered  office of the corporation  (the
"Corporation")in  the State of Delaware  is 32  Loockerman  Square,  Suite L100,
Dover,  County of Kent, Delaware 19904. The name of its registered agent at such
address is The Prentice-Hall Corporation System, Inc.

          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: The total number of shares of stock which the Corporation shall
have authority to issue is Forty-Five Million  (45,000,000)  shares of stock, of
which Fifteen Million  (15,000,000)  shares shall be Preferred  Stock, par value
$.01 per share ("Preferred Stock"), and Thirty Million (30,000,000) shares shall
be Common Stock, par value $.01 per share ("Common Stock").

         No holder of stock of the Corporation  shall be entitled as such to any
preemptive  right to subscribe for,  purchase or receive (i) any shares of stock
of the Corporation at any time held in its treasury,  or (ii) unissued shares of
stock of the Corporation, whether authorized at present or hereafter authorized,
or (iii) any issue of notes,  bonds or debentures,  whether or not,  convertible
into  any  class of stock of the  Corporation,  or (iv) any  issue of  warrants,
options  or  rights  to  subscribe  for  shares  of any  class  of  stock of the
Corporation.

          The powers, designations,  preferences,  qualifications,  limitations,
and relative rights of the shares of each class are as follows:

Subdivision A. Preferred Stock.

         The  Preferred  Stock  shall be issued from time to time in one or more
series with such  distinctive  serial  designations and (a) may have such voting
powers,  full or limited,  or may be without voting powers,(b) may be subject to
redemption  at such time or times and at such  prices,  (c) may be  entitled  to
receive  dividends  (which may be cumulative or  noncumulative)  at such rate or
rates, on such conditions, and at such times and payable in preference to, or in
such relation to,




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the dividends  payable on any other class or classes of series of stock, (d) may
have such  rights  upon the  dissolution  of, or upon any of the  assets of, the
Corporation,  (e) may be made convertible  into, or exchangeable  for, shares of
any other class or classes or of any other series of the same or any other class
or classes of stock of the Corporation, at such price or prices or at such rates
of exchange, and with such adjustments,  and (f) shall have such other relative,
participating, optional or other special rights, qualifications,  limitations or
restrictions,  all as shall  hereafter be stated and expressed in the resolution
or resolutions providing for the issue of such Preferred Stock from time to time
adopted by the Board of Directors of the Corporation pursuant to authority to do
so which is hereby vested in the Board.

Subdivision B. Common Stock.

         1. Dividends and Liquidation. Subject to those rights expressly granted
to the holders of  Preferred  Stock,  the holders of Common Stock shall have (a)
the right to receive  dividends,  when and as declared by the Board of Directors
of the  Corporation  out of the  assets  of the  Corporation  available  for the
payment of dividends  under the laws of the State of Delaware,  and (b) upon any
liquidation (complete or partial), dissolution or winding up of the Corporation,
whether voluntary or involuntary, the right to receive ratably all assets of the
Corporation remaining after the payment to the holders of Preferred Stock of any
amount which such holders are entitled to receive in  preference  to the holders
of  Common  Stock  upon  such  liquidation,  dissolution  or  winding  up of the
Corporation, as provided in any Certificate of Designations, Powers, Preferences
and Rights of the Preferred Stock adopted by the Board of Directors, and subject
to any right the Preferred Stock may have to participate in the  distribution of
such assets as provided in any Certificate of Designations,  Powers, Preferences
and Rights of the Preferred Stock.

         2. Voting.  Each share of Common Stock shall entitle the holder thereof
to one vote, in person or by proxy, at any and all meetings of the  stockholders
of the Corporation, on all propositions before such meetings.

         FIFTH:  The name and address of the Incorporator is as follows:

         Name                           Address

         Michael B. Fischer             Rudnick & Wolfe
                                        203 N. LaSalle St., Suite 1800
                                        Chicago, Illinois 60601

         SIXTH:  The  number  of  directors  of  the  Corporation   which  shall
constitute the entire Board shall initially be sixteen (16), but such number may
be  changed  from time to time to a number  not less than five (5) nor more than
sixteen (16) by resolution adopted by a majority of the entire Board;  provided,
however, that the number of directors constituting the entire Board shall not be
decreased by the Board of Directors  below the number then in office unless such
decrease  shall become  effective at any annual meeting of  stockholders  to the
extent terms of office are then expiring. As used in this Article SIXTH, "entire
Board" means the total number of directors which the  Corporation  would have if
there were no  vacancies.  Any director or directors  may be removed from office
only for cause and only by the vote of eighty  percent(80%)  of the voting power
of all the shares of capital  stock of the  Corporation  then  entitled  to vote
generally in the election




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of directors,  voting  together as a single  class.  Any vacancy on the Board of
Directors  that  results for any reason,  including an increase in the number of
directors,  may be filled by the affirmative vote of a majority of the directors
then in office.

          SEVENTH:  Any of the following actions must be approved by the holders
of two-thirds of the outstanding shares of stock entitled to vote thereon:

                  (a) a plan of  merger  in which the  Corporation  merges  into
         another  corporation or in which one or more  corporations  (other than
         solvent  corporations  at least  90% of the  outstanding  share of each
         class  of  which  are  owned  by  the   Corporation)   merge  into  the
         Corporation,  or a plan of consolidation  with one or more corporations
         or a plan of mandatory share exchange with another corporation;

                  (b) a sale,  lease,  exchange or other  disposition of all, or
         substantially  all, of the Corporation's  property and assets,  with or
         without  goodwill,  if not made in the usual and regular  course of the
         Corporation's business; and

                  (c) the voluntary dissolution of the Corporation.

          EIGHTH:  The following  provisions  are inserted for management of the
business  and  conduct  of the  affairs  of the  Corporation  and to define  and
regulate the powers of the Corporation, the directors and the stockholders:

                  (a) Election of directors need not be by written ballot unless
         the by-laws so provide.

                  (b) The Board of Directors of the Corporation shall have power
         without the assent or vote of the stockholders to make,  alter,  amend,
         change,  add to or repeal the  by-laws of the  corporation;  to fix and
         vary the amount of capital  stock or cash to be reserved for any proper
         purpose; to authorize and cause to be executed mortgages and liens upon
         all or any part of the property of the  Corporation;  to determine  the
         use and disposition of any surplus or net profits; and to fix the times
         for the declaration and payment of dividends.

                  (c) The directors in their  discretion may submit any contract
         or act for  approval  or  ratification  at any  annual  meeting  of the
         stockholders  or at any  meeting  of the  stockholders  called  for the
         purpose of  considering  any such act or contract,  and any contract or
         act that shall be approved or be ratified by the vote of the holders of
         a majority  of the stock of the  Corporation  which is  represented  in
         person  or by proxy  at such  meeting  and  entitled  to vote  there at
         (provided that a lawful quorum of stockholders be there  represented in
         person  or by  proxy)  shall  be as  valid  and  as  binding  upon  the
         Corporation  and  upon  all the  stockholders  as  though  it had  been
         approved or ratified by every  stockholder of the Corporation,  whether
         or not the  contract  or act would  otherwise  be open to legal  attack
         because of directors' interest, or for any other reason.

                  (d) In addition to the powers and authorities  hereinbefore or
         by statute  expressly  conferred  upon them,  the  directors are hereby
         empowered to




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         exercise  all such  powers  and do all such  acts and  things as may be
         exercised or done by the  Corporation;  subject,  nevertheless,  to the
         provisions of the statutes of Delaware,  of this Certificate and to any
         by-laws from time to time made by the  stockholders;  provided however,
         that no by-laws so made shall invalidate any prior act of the directors
         which would have been valid if such by-law had not been made.

         NINTH: The Corporation shall to the full extent provided by Section 145
of the Delaware General Corporation Law, as amended from time to time, indemnify
all persons whom it may indemnify pursuant thereto.

         TENTH:  Whenever a compromise or  arrangement  is proposed  between the
Corporation  and  its  creditors  or  any  class  of  them  and/or  between  the
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 the  Corporation  or of any  creditor  or  stockholder  thereof or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of Section 291 of Title 8 of the Delaware Code or on the  application
of trustees in  dissolution  or of any receiver or receivers  appointed  for the
Corporation under the Provisions of Section 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 the Corporation, as the case may be, to
be  summoned  in such  manner  as the 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 the  Corporation,  as the
case may be, agree to any compromise or arrangement and to any reorganization of
the  Corporation  as  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  the  Corporation,  as  the  case  may  be,  and  also  on the
Corporation.

         ELEVENTH: The Corporation reserves the right to amend, alter, change or
repeal any of the provisions  contained in its certificate of  incorporation  in
the manner now or hereafter  prescribed by statute,  and all rights conferred on
officers,  directors  and  stockholders  herein  are  granted  subject  to  this
reservation;  provided,  that the  affirmative  vote of the holders of record of
outstanding shares representing at least two-thirds (2/3rds) of the voting power
of all of the shares of capital stock of the  Corporation  then entitled to vote
generally, voting together as a single class, shall be required to amend, alter,
change or repeal  any  provision  of, or to adopt any  provision  or  provisions
inconsistent   with  Articles   SIXTH  and  SEVENTH  of  this   Certificate   of
Incorporation.

         TWELFTH:  No director of the Corporation  shall be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty by such  director  as a  director;  provided,  however,  that this  Article
TWELFTH  shall not  eliminate or limit the liability of a director to the extent
provided by applicable law (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 the State of Delaware,
or (iv) for any transaction from which the director derives an improper personal
benefit.  No amendment to or repeal of this  Article  TWELFTH  shall apply to or
have any effect




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on the liability or alleged  liability of any director of the Corporation for or
with respect to any acts or omissions of such  director and  occurring  prior to
such amendment or repeal. If the Delaware General  Corporation Law is amended to
authorize   corporate  action  further  eliminating  or  limiting  the  personal
liability of  directors,  then the  liability  of a director of the  Corporation
shall be eliminated or limited to the fullest  extent  permitted by the Delaware
General Corporation Law, as so amended.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal.

DATED: August 2, 1995.

/s/  Michael B. Fischer