<PAGE>
 
                                                                     Exhibit 4.1
                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                        APPLIED VOICE RECOGNITION, INC.



     APPLIED VOICE RECOGNITION, INC., a Delaware corporation which originally
filed its Certificate of Incorporation with the Secretary of State on December
5, 1996 (the "Corporation"), pursuant to Sections 242 and 245 of the Delaware
General Corporation Law (the "DGCL"), does hereby certify the following:

          1.  This Amended and Restated Certificate of Incorporation has been
     adopted in conformity with the provisions of Sections 242 and 245 of the
     DGCL.

          2.  This Amended and Restated Certificate of Incorporation was adopted
     by the written consent of the Corporation's sole stockholder on November 7,
     1997.  At the time of such adoption, the Corporation's total authorized
     capitalization consisted of 15,000,000 shares of common stock, par value
     $.01 per share (the "Common Stock"), of which 9,073,000 shares were issued
     and outstanding.  The holder of 100% of the Corporation's outstanding
     Common Stock, has signed a consent in writing adopting this Amended and
     Restated Certificate of Incorporation, such written consent having been
     given in accordance with Article 228 of the DGCL.

          3.  The Certificate of Incorporation of the Corporation is hereby
     amended in its entirety, by substitution or addition, as the case may be,
     by this Amended and Restated Certificate of Incorporation.

     NOW, THEREFORE, the Certificate of Incorporation of the Corporation is
hereby amended and restated to read as follows in its entirety:
<PAGE>
 
                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                        APPLIED VOICE RECOGNITION, INC.


                                   ARTICLE I

                                      NAME

     The name of the corporation is Applied Voice Recognition, Inc. (the
"Corporation").


                                   ARTICLE II

                          REGISTERED OFFICE AND AGENT

     The address of its registered office in the State of Delaware is The
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, New
Castle County.  The name of its registered agent at such address is The
Corporation Trust Company.


                                  ARTICLE III

                                    PURPOSES

     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 DGCL.


                                   ARTICLE IV

                                   EXISTENCE

     The existence of the Corporation is to be perpetual.

                                   ARTICLE V

                            AUTHORIZED CAPITAL STOCK

     The aggregate number of shares of all classes of stock which the
Corporation shall have authority to issue is 52,000,000 shares, consisting of:
(i) 50,000,000 shares of common stock, par value $.001 per share (the "Common
Stock"), and (ii) 2,000,000 shares of preferred stock, par value $.10 per share
(the "Preferred Stock").  Shares of any class of capital stock of the
Corporation may be issued for such consideration and for such corporate purposes
as the Board of Directors of the 

                                       2
<PAGE>
 
Corporation (the "Board of Directors") may from time to time determine. Each
share of Common Stock shall be entitled to one vote.

     A.   Preferred Stock.  The Preferred Stock may be divided into and issued
from time to time in one or more series as may be fixed and determined by the
Board of Directors.  The relative rights and preferences of the Preferred Stock
of each series shall be such as shall be stated in any resolution or resolutions
adopted by the Board of Directors setting forth the designation of the series
and fixing and determining the relative rights and preferences thereof (a
"Directors' Resolution"). The Board of Directors is hereby authorized to fix and
determine the powers, designations, preferences, and relative, participating,
optional or other rights, including, without limitation, voting powers, full or
limited, preferential rights to receive dividends or assets upon liquidation,
rights of conversion or exchange into Common Stock, Preferred Stock of any
series or other securities, any right of the Corporation to exchange or convert
shares into Common Stock, Preferred Stock of any series or other securities, or
redemption provision or sinking fund provisions, as between series and as
between the Preferred Stock or any series thereof and the Common Stock, and the
qualifications, limitations or restrictions thereof, if any, all as shall be
stated in a Directors' Resolution, and the shares of Preferred Stock or any
series thereof may have full or limited voting powers, or be without voting
powers, all as shall be stated in a Directors' Resolution.  Except where
otherwise set forth in the Directors' Resolution providing for the issuance of
any series of Preferred Stock, the number of shares comprising such series may
be increased or decreased (but not below the number of shares then outstanding)
from time to time by like action of the Board of Directors.  The shares of
Preferred Stock of any one series shall be identical with the other shares in
the same series in all respects except as to the dates from and after which
dividends thereon shall cumulate, if cumulative.

     B.   Reacquired Shares of Preferred Stock.  Shares of any series of any
Preferred Stock that have been redeemed (whether through the operation of a
sinking fund or otherwise), purchased by the Corporation, or which, if
convertible or exchangeable, have been converted into, or exchanged for, shares
of stock of any other class or classes or any evidences of indebtedness shall
have the status of authorized and unissued shares of Preferred Stock and may be
reissued as a part of the series of which they were originally a part or may be
reclassified and reissued as part of a new series of Preferred Stock or as part
of any other series of Preferred Stock, all subject to the conditions or
restrictions on issuance set forth in the Directors' Resolution providing for
the issuance of any series of Preferred Stock and to any filing required by law.

     C.   Increase in Authorized Preferred Stock.  The number of authorized
shares of Preferred Stock may be increased or decreased by the affirmative vote
of the holders of a majority of the stock of the Corporation entitled to vote
without the separate vote of holders of Preferred Stock as a class.


                                   ARTICLE VI

                              NO PREEMPTIVE RIGHTS

     No stockholder shall be entitled, as a matter of right, to subscribe for or
acquire additional, unissued or treasury shares of any class of capital stock of
the Corporation whether now or hereafter authorized, or any bonds, debentures or
other securities convertible into, or carrying a right to 

                                       3
<PAGE>
 
subscribe to or acquire such shares, but any shares or other securities
convertible into, or carrying a right to subscribe to or acquire such shares may
be issued or disposed of by the Board of Directors to such persons and on such
terms as in its discretion it shall deem advisable.


                                  ARTICLE VII

                              NO CUMULATIVE VOTING

     At each election of directors, every stockholder entitled to vote at such
election shall have the right to vote in person or by proxy the number of shares
owned by him for as many persons as there are directors to be elected and for
whose election he has a right to vote.  No stockholder shall have the right to
cumulate his votes in any election of directors.


                                  ARTICLE VII

                      STOCKHOLDER ACTION WITHOUT A MEETING

     Any action required to be taken at any annual or special meeting of the
stockholders of the Corporation, or any action which may be taken at any annual
or special meeting of the stockholders of the Corporation, may be taken without
a meeting without prior notice and without a vote, if a consent or consents in
writing setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted; provided, however, that from
and after the first date as of which the Corporation has a class or series of
capital stock registered under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), any action required or permitted to be taken by the
stockholders of the Corporation must be effected at an annual or special meeting
of stockholders of the Corporation and may not be effected by any consent in
writing by such stockholders, and a special meeting of stockholders of the
Corporation may be called only by the Chairman of the Board, the Chief Executive
Officer, the President or the Board of Directors by the written order of a
majority of the entire Board of Directors, and not by the stockholders except as
otherwise provided by law or the Bylaws.


                                   ARTICLE IX

                               BOARD OF DIRECTORS

     The business and affairs of the Corporation shall be managed by or under
the direction of the Board of Directors.  In addition to the authority and
powers conferred upon the Board of Directors by the DGCL or by the other
provisions of this Certificate of Incorporation (this "Certificate of
Incorporation"), the Board of Directors is hereby authorized and empowered to
exercise all such powers and do all such acts and things as may be exercised or
done by the Corporation, subject to the provisions of the DGCL, this Certificate
of Incorporation and the Bylaws; provided, however, that no Bylaws hereafter
adopted by the stockholders of the Corporation, or any amendments thereto, 

                                       4
<PAGE>
 
shall invalidate any prior act of the Board of Directors that would have been
valid if such Bylaws or amendment had not been adopted.

     A.   Number, Election and Terms of Directors.  The number of directors
which shall constitute the whole Board of Directors shall be fixed from time to
time by a majority of the directors then in office and shall be divided into
three classes: Class I, Class II and Class III; provided, however, that from and
after the first date as of which the Corporation has a class or series of
capital stock registered under the Exchange Act, the number of directors which
shall constitute the whole Board of Directors shall be not less than three nor
more than twelve.  Each director shall serve for a term ending on the third
annual meeting following the annual meeting at which such director was elected;
provided, however, that the directors first elected to Class I shall serve for a
term expiring at the annual meeting next following the end of the calendar year
1997, the directors first elected to Class II shall serve for a term expiring at
the annual meeting next following the end of the calendar year 1998, and the
directors first elected to Class III shall serve for a term expiring at the
annual meeting next following the end of the calendar year 1999.  Each director
shall hold office until the annual meeting at which such director's term expires
and, the foregoing notwithstanding, shall serve until his successor shall have
been duly elected and qualified or until his earlier death, resignation or
removal.

     At such annual election, the directors chosen to succeed those whose terms
then expire shall be of the same class as the directors they succeed, unless, by
reason of any intervening changes in the authorized number of directors, the
Board of Directors shall have designated one or more directorships whose terms
then expires as directorships of another class in order to more nearly achieve
equality of number of directors among the classes.

     In the event of any changes in the authorized number of directors, each
director then continuing to serve shall nevertheless continue as a director of
the class of which he is a member until the expiration of his current term, or
his prior death, resignation or removal.  The Board of Directors shall specify
the class to which a newly created directorship shall be allocated and shall
specify the class to which all existing directors are a member following the
effective date of this Article IX.

     Election of directors need not be by written ballot unless the Bylaws of
the Corporation shall so provide.

     B.   Removal of Directors.  No director of the Corporation shall be removed
from office as a director by vote or other action of the stockholders or
otherwise except for cause, and then only by the affirmative vote of the holders
of at least a majority of the voting power of all outstanding shares of capital
stock of the Corporation generally entitled to vote in the election of
directors, voting together as a single class.  Except as may otherwise be
provided by law, cause of removal of a director shall be deemed to exist only
if: (i) the director whose removal is proposed has been convicted, or where a
director is granted immunity to testify where another has been convicted, of a
felony by a court of competent jurisdiction and such conviction is no longer
subject to direct appeal; (ii) such director has been found by the affirmative
vote of a majority of the entire Board of Directors at any regular or special
meeting of the Board of Directors called for that purpose or by a court of
competent jurisdiction to have been grossly negligent or guilty of misconduct in
the performance of his duties to the Corporation in a matter of substantial
importance to the Corporation; or (iii) such 

                                       5
<PAGE>
 
director has been adjudicated by a court of competent jurisdiction to be
mentally incompetent, which mental incompetency directly affects his ability as
a director of the Corporation.

     C.   Vacancies.  Newly created directorships resulting from any increase in
the number of directors and any vacancies on the Board of Directors resulting
from death, resignation, removal or other cause shall be filled by the
affirmative vote of a majority of the remaining directors then in office, even
though less than a quorum of the Board of Directors.  Any director elected in
accordance with the preceding sentence shall hold office for the remainder of
the full term of the class of directors in which the new directorship was
created or the vacancy occurred and until such director's successor shall have
been elected and qualified or until his earlier death, resignation or removal.
No decrease in the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director.


                                   ARTICLE X

                                INDEMNIFICATION

     A.   Mandatory Indemnification.  Each person who at any time is or was a
director or officer of the Corporation, and is threatened to be or is made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, arbitrative or investigative (a
"Proceeding"), by reason of the fact that such person is or was a director or
officer of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, partner, venturer, proprietor, member,
employee, trustee, agent or similar functionary of another domestic or foreign
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan or other for-profit or non-profit enterprise, whether the basis of
a Proceeding is an alleged action in such person's official capacity or in
another capacity while holding such office, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the DGCL, or any
other applicable law as may from time to time be in effect (but, in the case of
any such amendment or enactment, only to the extent that such amendment or law
permits the Corporation to provide broader indemnification rights than such law
prior to such amendment or enactment permitted the Corporation to provide),
against all expense, liability and loss (including, without limitation, court
costs and attorneys' fees, judgments, fines, excise taxes or penalties, and
amounts paid or to be paid in settlement) actually and reasonably incurred or
suffered by such person in connection with a Proceeding, and such
indemnification shall continue as to a person who has ceased to be a director or
officer of the Corporation or a director, officer, partner, venturer,
proprietor, member, employee, trustee, agent or similar functionary of another
domestic or foreign corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other for-profit or non-profit
enterprise, and shall inure to the benefit of such person's heirs, executors and
administrators.  The Corporation's obligations under this Section A include, but
are not limited to, the convening of any meeting, and the consideration of any
matter thereby, required by statute in order to determine the eligibility of any
person for indemnification.

     B.   Prepayment of Expenses.  Expenses incurred by a director or officer of
the Corporation in defending a Proceeding shall be paid by the Corporation in
advance of the final disposition of such Proceeding to the fullest extent
permitted by, and only in compliance with, the 

                                       6
<PAGE>
 
DGCL or any other applicable laws as may from time to time be in effect,
including, without limitation, any provision of the DGCL which requires, as a
condition precedent to such expense advancement, the delivery to the Corporation
of an undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director or
officer is not entitled to be indemnified under Section A of this Article X or
otherwise. Repayments of all amounts so advanced shall be upon such terms and
conditions, if any, as the Corporation's Board of Directors deems appropriate.

     C.   Vesting.  The Corporation's obligation to indemnify and to prepay
expenses under Sections A and B of this Article X shall arise, and all rights
granted to the Corporation's directors and officers hereunder shall vest, at the
time of the occurrence of the transaction or event to which a Proceeding
relates, or at the time that the action or conduct to which such Proceeding
relates was first taken or engaged in (or omitted to be taken or engaged in),
regardless of when such Proceeding is first threatened, commenced or completed.
Notwithstanding any other provision of this Certificate of Incorporation or the
Bylaws of the Corporation, no action taken by the Corporation, either by
amendment of this Certificate of Incorporation or the Bylaws of the Corporation
or otherwise, shall diminish or adversely affect any rights to indemnification
or prepayment of expenses granted under Sections A and B of this Article X which
shall have become vested as aforesaid prior to the date that such amendment or
other corporate action is effective or taken, whichever is later.

     D.   Enforcement.  If a claim under Section A or Section B or both Sections
A and B of this Article X is not paid in full by the Corporation within thirty
(30) days after a written claim has been received by the Corporation, the
claimant may at any time thereafter bring suit in a court of competent
jurisdiction against the Corporation to recover the unpaid amount of the claim
and, if successful in whole or in part, the claimant shall also be entitled to
be paid the expense of prosecuting such claim.  It shall be a defense to any
such suit (other than a suit brought to enforce a claim for expenses incurred in
defending any Proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Corporation) that the
claimant has not met the standards of conduct which make it permissible under
the DGCL or other applicable law to indemnify the claimant for the amount
claimed, but the burden of proving such defense shall be on the Corporation.
The failure of the Corporation (including its Board of Directors, independent
legal counsel, or stockholders) to have made a determination prior to the
commencement of such suit as to whether indemnification is proper in the
circumstances based upon the applicable standard of conduct set forth in the
DGCL or other applicable law shall neither be a defense to the action nor create
a presumption that the claimant has not met the applicable standard of conduct.
The termination of any Proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which such
person reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal Proceeding, had reasonable cause
to believe that his conduct was unlawful.

     E.   Nonexclusive.  The indemnification provided by this Article X shall
not be deemed exclusive of any other rights to which a person seeking
indemnification may be entitled under any statute, bylaw, other provisions of
this Certificate of Incorporation, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office.

                                       7
<PAGE>
 
     F.   Permissive Indemnification.  The rights to indemnification and
prepayment of expenses which are conferred to the Corporation's directors and
officers by Sections A and B of this Article X may be conferred upon any
employee or agent of the Corporation if, and to the extent, authorized by the
Board of Directors.

     G.   Insurance.  The Corporation shall have power to purchase and maintain
insurance, at its expense, on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, partner, venturer,
proprietor, member, employee, trustee, agent or similar functionary of another
domestic or foreign corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other for-profit or non-profit
enterprise against any expense, liability or loss asserted against such person
and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under the
provisions of this Article X, the Corporation's Bylaws, the DGCL or other
applicable law.

     H.   Implementing Arrangements.  Without limiting the power of the
Corporation to procure or maintain insurance or other arrangement on behalf of
any of the persons as described in Section G of this Article X, the Corporation
may, for the benefit of persons eligible for indemnification by the Corporation,
(i) create a trust fund, (ii) establish any form of self-insurance, (iii) secure
its indemnity obligation by grant of a security interest or other lien on the
assets of the Corporation, or (iv) establish a letter of credit, guaranty or
surety arrangement.


                                   ARTICLE XI

                           LIMITED DIRECTOR LIABILITY

     A.   No director of the Corporation shall be personally liable to the
Corporation or to its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that this Article XI 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 DGCL, as it may hereafter be amended from
time to time, for any unlawful payment of a dividend or unlawful stock purchase
or redemption, or (iv) for any transaction from which the director derived an
improper personal benefit.

     B.   If the DGCL 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 DGCL, as so amended.  No amendment to or repeal of this
Article XI will apply to, or have any effect on, the liability or alleged
liability of any director of the Corporation for or with respect to any acts or
omissions of the director occurring prior to such amendment or repeal.

                                       8
<PAGE>
 
                                  ARTICLE XII

                                     BYLAWS

     The Board of Directors is expressly authorized to adopt, amend or repeal
the Bylaws of the Corporation, or adopt new Bylaws, without any action on the
part of the stockholders, except as may be otherwise provided by applicable law
or the Bylaws of the Corporation.


                                  ARTICLE XII

                          ARRANGEMENTS WITH CREDITORS

     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 Section 291 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 said court
directs.  If the 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 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 the Corporation, as the case
may be, and also on the Corporation.


                                  ARTICLE XIV

                          CURRENT BOARD OF DIRECTORS

     The name and mailing address of the sole current member of the Board of
Directors is:

                              Timothy J. Connolly
                        4615 Post Oak Place, Suite 111
                             Houston, Texas 77027

                                       9
<PAGE>
 
     IN WITNESS WHEREOF, Applied Voice Recognition, Inc. has caused this Amended
and Restated Certificate of Incorporation to be signed by Timothy J. Connolly,
its President and Secretary, this ___ day of January, 1998.

                                            APPLIED VOICE RECOGNITION, INC.



                                            ---------------------------------
                                                  Timothy J. Connolly,
                                                President and Secretary

                                       10