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                                                                     EXHIBIT 3.1


                                    RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                                   HOTELS.COM

                                    PREAMBLE

         This restated certificate of incorporation for Hotels.com, a Delaware
corporation, originally incorporated as HRN, Inc. on March 25, 1999, (the
"Corporation"), having been duly adopted in accordance with Section 245 of the
General Corporation law of the State of Delaware by the Board of Directors of
the Corporation (the "Board of Directors"), restates and integrates but does not
further amend the provisions of the certificate of incorporation of the
Corporation as heretofore amended or supplemented, and contains no discrepancy
between those provisions and the provisions of this restated certificate.

                                   ARTICLE I.

                                      NAME

         Hotels.com is the name of the Corporation.

                                   ARTICLE II.

                      ADDRESS; REGISTERED OFFICE AND AGENT

         The address of the Corporation's registered office is 615 South DuPont
Highway, City of Dover, County of Kent, State of Delaware. The name of its
registered agent at such address is National Corporate Research, Ltd.

                                  ARTICLE III.

                                    PURPOSES

         Subject to the provisions of Article V hereof, 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 the State of Delaware.

                                   ARTICLE IV.

                                  CAPITAL STOCK

         The Corporation is authorized to issue three classes of stock to be
designated "Class A Common Stock," "Class B Common Stock" (the Class A Common
Stock and Class B Common Stock are sometimes referred to collectively
hereinafter as the "Common Stock"), and "Preferred Stock," all of which shall
have a par value of $0.01 per share. The total number of shares that the
Corporation is

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authorized to issue is: seven hundred and seventy million (770,000,000) shares,
of which six hundred million (600,000,000) shall be shares of Class A Common
Stock, one hundred and fifty million (150,000,000) shall be shares of Class B
Common Stock, and twenty million (20,000,000) shall be shares of Preferred
Stock.

         A. Common Stock.

               The rights, preferences, restrictions and other matters relating
to the Common Stock are as follows:

               1. Dividends. The holders of the Class A Common Stock and the
Class B Common Stock shall be entitled to receive, on a share-for-share basis,
such dividends if, as and when declared from time to time by the Board of
Directors of the Corporation.

               2. Liquidation. In the event of the voluntary or involuntary
liquidation, dissolution, distribution of assets or winding-up of the
Corporation, the holders of the Class A Common Stock and the Class B Common
Stock shall be entitled to receive, on a share-for-share basis, all of the
assets of the Corporation of whatever kind available for distribution to
stockholders.

               3. Voting Rights. Except as otherwise provided herein or required
by applicable law, (i) each holder of Class A Common Stock shall be entitled to
one (1) vote for each share of Class A Common Stock held as of the applicable
record date on any matter that is submitted to a vote or for the consent of the
stockholders of the Corporation, and (ii) each holder of Class B Common Stock
shall be entitled to fifteen (15) votes for each share of Class B Common Stock
held as of the applicable record date on any matter that is submitted to a vote
or for the consent of the stockholders of the Corporation. Holders of Common
Stock shall be entitled to notice of any stockholders' meeting in accordance
with the Bylaws of the Corporation. Except as otherwise required by applicable
law, the Class A Common Stock and the Class B Common Stock shall vote together
as a single class on all matters submitted to a vote or for the consent of the
stockholders of the Corporation. Holders of Common Stock shall not be entitled
to cumulate their votes for the election of directors or any other matter
submitted to a vote of the stockholders.

               4. Conversion. (a) Prior to a Tax-Free Spin-Off (as defined
below), each share of Class B Common Stock shall be convertible into one fully
paid and non-assessable share of Class A Common Stock at the option of the
holder thereof at any time.

                    (b) Prior to a Tax-Free Spin-Off, each share of Class B
Common Stock shall automatically be converted into one fully paid and
non-assessable share of Class A Common Stock upon any sale, conveyance,
foreclosure upon, assignment or other transfer (a "Transfer") of such share,
whether or not for value, by the holder thereof, other than any such Transfer by
such holder to USAi Networks, Inc., a Delaware corporation ("USAi"), or any of
its Affiliates (as defined below).

                    (c) To the extent that USAi beneficially owns 80% or more of
the economic value of the Corporation immediately prior to the Tax-Free
Spin-Off, each share of Class B Common Stock shall automatically convert into
one fully paid and non-assessable share of Class A Common Stock immediately
prior to the Tax-Free Spin-Off unless, prior to such Tax-Free Spin-Off, USAi (or
its Affiliates) delivers to the Corporation an opinion of counsel reasonably
satisfactory to the Corporation to the effect that such conversion is likely to
prevent or materially delay obtaining a favorable ruling from the Internal
Revenue Service that the Tax- Free Spin-Off would qualify as a tax-free
transaction under the

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Internal Revenue Code of 1986, as amended (the "Code"), or will otherwise create
a significant risk of material adverse tax consequences to USAi, its affiliates
or their respective stockholders. Following the Tax-Free Spin-Off, outstanding
shares of Class B Common Stock shall no longer be convertible into shares of
Class A Common Stock; provided, however, such outstanding shares of Class B
Common Stock shall be automatically converted into shares of Class A Common
Stock on the fifth anniversary of the Tax-Free Spin-Off, unless before such
Tax-Free Spin-Off, USAi (or its Affiliates) delivers to the Corporation an
opinion of counsel reasonably satisfactory to the Corporation to the effect that
such conversion could adversely affect the ability of USAi (or its Affiliates)
to obtain a favorable ruling from the Internal Revenue Service that the transfer
would be a Tax-Free Spin-Off.

                    (d) The one-to-one conversion ratio for the conversion of
the Class B Common Stock into Class A Common Stock in accordance with Sections
4(a), 4(b) and 4(c) above shall in all events be equitably preserved in the
event of any merger, consolidation or other reorganization of the Corporation.

                    (e) The Corporation shall at all times reserve and keep
available, and free from any preemptive rights, out of its authorized but
unissued shares of Class A Common Stock, solely for the purpose of effecting
conversions of shares of the Class B Common Stock, such number of its shares of
Class A Common Stock as shall from time to time be sufficient to effect the
conversion of all outstanding shares of Class B Common Stock.

                    (f) Any conversion of shares of Class B Common Stock into
shares of Class A Common Stock shall be deemed to have been effected at the
close of business on the date when such shares to be converted are delivered to
the Corporation or the transfer agent of the shares to be converted.

                    (g) If any shares of Class B Common Stock are converted
pursuant to this Section 4, the shares so converted shall be canceled and shall
not be subject to reissue by the Corporation. From time to time, this Restated
Certificate of Incorporation shall be appropriately revised to reflect the
corresponding reduction in the Corporation's authorized capital stock. The
secretary of the Corporation shall be, and hereby is, authorized and directed to
file with the Secretary of State of the State of Delaware one or more
certificates to record any such decrease in the number of authorized and
designated shares of Class B Common Stock.

                    (h) As used in this Restated Certificate of Incorporation,
the following terms shall have the following meaning:

                         (1) "Tax-Free Spin-Off" shall mean any transfer
effected in connection with the distribution of Class A Common Stock and/or
Class B Common Stock to security holders of USAi (including any distribution in
exchange for shares of capital stock or securities of USAi) intended to qualify
as a tax-free distribution under Section 355 of the Code.

                         (2) "Affiliate" shall mean any Person controlling,
controlled by or under common control with such Person. For the purposes of this
definition of "Affiliate," "control," when used with respect to any specified
Person, shall mean the power to direct or cause the direction of the management
and policies of such Person, directly or indirectly, whether through ownership
of voting securities or partnership or other ownership interests, by contract or
otherwise; and the terms "controlling" and "controlled" shall have correlative
meanings.

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                         (3) "Person" shall mean any individual corporation,
partnership, firm, group (as such term is used in Section 13(d)(3) of the
Exchange Act of 1934, as amended), joint venture, association, trust, limited
liability company, unincorporated organization, estate, trust or other entity.

               5. Stock Dividends or Stock Splits or Combinations. In no
event shall any stock dividends or stock splits or combinations of stock be
declared or made in Class A Common Stock or Class B Common Stock unless all
shares of Class A Common Stock and Class B Common Stock then outstanding are
treated equally and identically.

         B. Preferred Stock.

               The Board of Directors is authorized, subject to limitations
prescribed by Delaware law, to determine the terms and conditions of the
Preferred Stock, including whether the shares of Preferred Stock will be issued
in one or more series, the number of shares to be included in each series and
the powers, designations, preferences and rights of the shares. The Board of
Directors is also authorized to designate any qualifications, limitations or
restrictions on the shares without any further vote or action by the
stockholders. In case any shares of Preferred Stock shall be redeemed or
converted pursuant to the terms thereof, the shares so converted or redeemed
shall be canceled and shall not be issuable by the Corporation. From time to
time this Restated Certificate of Incorporation shall be appropriately revised
to reflect the corresponding reduction in the Corporation's authorized capital
stock.

                                   ARTICLE V.

                  CONDUCT OF CERTAIN AFFAIRS OF THE CORPORATION

         A. Definitions. As used in this Article V, the following terms shall
have the following meanings:

               1. "Corporate Opportunity" shall mean an investment or business
opportunity or prospective economic advantage in which the Corporation could,
but for the provisions of this Article V, have an interest or expectancy.

               2. "Parent" shall mean USAi and its Affiliates.

               3. "Subsidiary" shall mean any corporation, partnership, joint
venture or other legal entity of which such Person (either directly or through
or together with any other Subsidiary of such Person), owns, directly or
indirectly, 50% or more of the stock or other equity interests the holders of
which are generally entitled to vote for the election of the board of directors
or similar governing body of such corporation, partnership, joint venture or
other legal entity.

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         B. Competing Activities. Except as otherwise expressly provided in an
agreement between the Corporation and any stockholder or among the Corporation
and any two or more stockholders, (i) the stockholders of the Corporation,
including, without limitation, Parent and its officers directors, agents,
stockholders, members, partners and Affiliates, may engage or invest in,
independently or with others, any business activity of any type or description,
including without limitation those that might be the same as or similar to the
Corporation's business or the business of any Subsidiary of the Corporation;
(ii) neither the Corporation, any Subsidiary of the Corporation nor any
stockholder of the Corporation shall have any right in or to such business
activities or ventures or to receive or share in any income or proceeds derived
therefrom; and (iii) to the extent required by applicable law in order to
effectuate the purpose of this provision, the Corporation shall have no interest
or expectancy, and specifically renounces any interest or expectancy, in any
such business activities or ventures.

         C. Corporate Opportunities.

               1. If Parent (or, as set forth below, any of its officers,
directors, agents, stockholders, members, partners or Affiliates) acquires
knowledge of a potential transaction or matter which may be a Corporate
Opportunity or otherwise is then exploiting any Corporate Opportunity, the
Corporation shall have no interest in such Corporate Opportunity and no
expectancy that such Corporate Opportunity be offered to the Corporation, any
such interest or expectancy being hereby renounced, so that, as a result of such
renunciation, and for the avoidance of doubt, such Person (i) shall have no duty
to communicate or present such Corporate Opportunity to the Corporation, (ii)
shall have the right to hold any such Corporate Opportunity for its (and/or its
officers', directors', agents', stockholders', members', partners' or
Affiliates') own account or to recommend, sell, assign or transfer such
Corporate Opportunity to Persons other than the Corporation or any Subsidiary of
the Corporation, and (iii) shall not breach any fiduciary duty to the
Corporation, in such Person's capacity as a stockholder of the Corporation or
otherwise, by reason of the fact that such Person pursues or acquires such
Corporate Opportunity for itself, directs, sells, assigns or transfers such
Corporate Opportunity to another Person, or does not communicate information
regarding such Corporate Opportunity to the Corporation.

               2. Notwithstanding the provisions of clause (c)(1) of this
Article V, the Corporation does not renounce any interest or expectancy it may
have in any Corporate Opportunity that is offered to any person who is an
officer of the Corporation and who is also a director, but not an officer or
employee, of Parent if such opportunity is expressly offered to such person in
his or her capacity as an officer of the Corporation.

               3. For purposes of this Article V only, (i) a director of the
Corporation who is Chairman of the Board of Directors of the Corporation or of a
committee thereof shall not be deemed to be an officer of the Corporation by
reason of holding such position (without regard to whether such position is
deemed an office of the corporation under the Bylaws of the Corporation), unless
such person is a full-time employee of the Corporation; and (ii) the term
"Corporation" shall mean the Corporation and all corporations, partnerships,
joint ventures, associations and other entities in which the Corporation
beneficially owns (directly or indirectly) 50% or more of the outstanding voting
stock, voting power, partnership interests or similar voting interests.

               4. Anything in this Restated Certificate of Incorporation to the
contrary notwithstanding, (i) clause C of this Article V shall expire on the
date that Parent ceases to beneficially own Common Stock representing at least
20% of the total voting power of all classes of outstanding capital stock of the
Corporation entitled to vote in the election of directors and no person who is a
director
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or officer of the Corporation is also a director or officer of Parent; and (ii)
in addition to any vote of the stockholders required by law, until the time that
Parent ceases to beneficially own Common Stock representing at least 20% of the
total voting power of all classes of outstanding capital stock of the
Corporation entitled to vote in the election of directors, the affirmative vote
of the holders of more than 80% of the total voting power of all such classes of
outstanding capital stock of the Corporation shall be required to alter, amend
or repeal in a manner adverse to the interests of Parent or adopt any provision
adverse to the interests of Parent and inconsistent with, any provision of this
Article V. Neither the alteration, amendment or repeal of this Article V nor the
adoption of any provision of this Restated Certificate of Incorporation
inconsistent with this Article V shall eliminate or reduce the effect of this
Article V in respect of any matter occurring, or any cause of action, suit or
claim that, but for this Article V, would accrue or arise prior to such
alteration, amendment, repeal or adoption.

         D. Notice To Holders. Any person purchasing or otherwise acquiring any
interest in shares of the capital stock of the Corporation shall be deemed to
have notice of and to have consented to the provisions of this Article V.

                                   ARTICLE VI.

                              ELECTION OF DIRECTORS

         Election of directors need not be by written ballot except and to the
extent provided in the Bylaws of the Corporation.

                                  ARTICLE VII.

                                     BYLAWS

         Except as set forth in the Bylaws of the Corporation, the Board of
Directors is expressly authorized to adopt, amend or repeal the Bylaws of the
Corporation, and the stockholders may adopt additional Bylaws and may alter or
repeal any Bylaw whether adopted by them or otherwise.

                                  ARTICLE VIII.

                                 INDEMNIFICATION

         Each person who is or was or had agreed to become a director or officer
of the Corporation, or each such person who is or was serving or who had agreed
to serve at the request of the Board of Directors or an officer of the
Corporation as an employee or agent of the Corporation or as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise (including the heirs, executors, administrators or
estate of such person), shall be indemnified by the Corporation, in accordance
with the Bylaws of the Corporation, to the full extent permitted by the General
Corporation Law of the State of Delaware as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader indemnification rights than
said law permitted the Corporation to provide prior to such amendment) or any
other applicable laws as presently or hereinafter in effect. Without limiting
the generality or the effect of the foregoing, the Corporation may enter into
one or more agreements with any person that provide for indemnification greater
or different than that provided in this Article VIII. Any amendment or repeal of
this Article VIII shall not adversely affect any right or protection existing
hereunder immediately prior to such amendment or repeal.

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                                   ARTICLE IX.

                             LIMITATION OF LIABILITY

         A director of the Corporation shall not be personally liable to the
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 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 derived
any improper personal benefit. Any amendment or repeal of this Article IX shall
not adversely affect any right or protection of a director of the Corporation
existing immediately prior to such amendment or repeal. The liability of a
director shall be further eliminated or limited to the full extent permitted by
Delaware law, as it may hereafter be amended.

                                   ARTICLE X.

                                    AMENDMENT

         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 the General Corporation Law of the State of Delaware,
and all rights conferred upon stockholders herein are granted subject to this
reservation.

         IN WITNESS WHEREOF, the undersigned authorized officer of the
Corporation hereby certifies that the facts herein stated are true, and
accordingly, has signed this instrument this 9TH day of May 2002.

                                           HOTELS.COM

                                           By:     /s/ Gregory S. Porter
                                              ----------------------------------
                                           Name:   Gregory S. Porter
                                           Title:  General Counsel and Secretary



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