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                                                                     EXHIBIT 3.1


                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                            ALAMOSA (DELAWARE), INC.

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

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         Alamosa (Delaware), Inc. (the "Corporation"), a corporation organized
and existing under the General Corporation Law of the State of Delaware (the
"GCL"), does hereby certify as follows:

         (1) The name of the Corporation is Alamosa (Delaware), Inc. The
Corporation was originally incorporated under the name Alamosa PCS Holdings,
Inc. The original certificate of incorpora tion of the Corporation was filed
with the office of the Secretary of State of the State of Delaware on October
19, 1999.

         (2) This Amended and Restated Certificate of Incorporation was duly
adopted by the Board of Directors of the Corporation (the "Board of Directors")
and by the sole stockholder of the Corporation, in accordance with Sections 228,
242 and 245 of the GCL.

         (3) This Amended and Restated Certificate of Incorporation restates and
further amends the certificate of incorporation of the Corporation, as
heretofore amended or supplemented.

         (4) The text of the Restated Certificate of Incorporation is amended
and restated to read in its entirety as follows:

         FIRST: The name of the Corporation is Alamosa (Delaware), Inc. (the
"Corporation").

         SECOND: The address of the registered office of the Corporation in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City
of Wilmington, Delaware 19801. The name of its 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 (the "GCL").

         FOURTH: The total number of shares of stock which the Corporation shall
have author ity to issue is 1,000 shares of common stock, each share having a
par value of $0.01 per share (the "Common Stock").

         FIFTH: The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

                  (1) The business and affairs of the Corporation shall be
         managed by or under the direction of the Board of Directors.



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                  (2) The Board of Directors shall be as from time to time fixed
         by resolution adopted by the affirmative vote of a majority of the
         active Board of Directors. Election of directors need not be by written
         ballot unless the By-laws so provide.

                  (3) The directors shall be divided into three classes,
         designated Class I, Class II and Class III. Each class shall consist,
         as nearly as may be possible, of one-third of the total number of
         directors constituting the entire Board of Directors. The term of the
         initial Class I directors shall terminate on the date of the 2001
         annual meeting; the term of the initial Class II directors shall
         terminate on the date of the 2002 annual meeting; and the term of the
         initial Class III directors shall terminate on the date of the 2003
         annual meeting. At each succeeding annual meet ing of stockholders
         beginning in 2004, successors to the class of directors whose term
         expires at that annual meeting shall be elected for a three-year term.
         If the number of directors is changed, any increase or decrease shall
         be apportioned among the classes so as to maintain the number of
         directors in each class as nearly equal as possible, and any additional
         director of any class elected to fill a vacancy resulting from an
         increase in such class shall hold office for a term that shall coincide
         with the remaining term of that class, but in no case will a decrease
         in the number of directors shorten the term of any incumbent director.

                  (4) 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, disqualification or removal from
         office.

                  (5) In addition to the powers and authority hereinbefore or by
         statute expressly conferred upon them, the directors are hereby
         empowered to 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 GCL, this Amended and Restated Certificate of
         Incorporation, and any By-Laws adopted by the stockholders; provided,
         however, that no By-Laws hereafter adopted by the stock holders shall
         invalidate any prior act of the directors which would have been valid
         if such By- Laws had not been adopted.

                  (6) The directors shall have concurrent power with the
         stockholders to make, alter, amend, change, add to or repeal the
         By-laws of the Corporation.

                  (7) No director shall be personally liable to the Corporation
         or any of 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 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) pursuant to Section 174
         of the GCL or (iv) for any transaction from which the director derived
         an improper personal benefit. Any repeal or modification of this
         Article FIFTH by the stockholders of the Corporation shall not
         adversely affect any right or protection of a director of the
         Corporation existing at the time of such repeal or modification with
         respect to acts or omissions occurring prior to such repeal or
         modification.

         SIXTH: Meetings of stockholders may be held within or without the State
of Delaware, as the By-laws may provide. The books of the Corporation may be
kept (subject to any provision contained in the GCL) 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.

         SEVENTH: The 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.


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         EIGHTH: Any act or transaction by or involving the Corporation, other
than the election or removal of directors, that requires for its adoption under
the GCL or this Restated Certificate of Incorporation the approval of
stockholders of the Corporation shall, pursuant to subsection (g) of Section 251
of the GCL, require, in addition, the approval of the stockholders of Alamosa
PCS Holdings, Inc., a Delaware corporation, or any successor thereto by merger,
by the same vote as if required by the GCL and/or this Amended and Restated
Certificate of Incorporation.

         IN WITNESS WHEREOF, the Corporation has caused this Amended and
Restated Certificate of Incorporation to be executed on its behalf this 5th day
of July, 2001.



                           ALAMOSA (DELAWARE), INC.
                           a Delaware Corporation



                           By: /s/ David E. Sharbutt
                              ----------------------------------------------
                                Name:  David E. Sharbutt
                                Title: Chairman of the Board of Directors
                                       and Chief Executive Officer



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