Exhibit
3.1





RESTATED


CERTIFICATE
OF INCORPORATION


OF


WORLDGATE
COMMUNICATIONS, INC.*




WORLDGATE
COMMUNICATIONS, INC., a corporation organized and existing under and by virtue
of the Delaware General Corporation Law (the “Corporation”), does hereby certify
that:




FIRST:
The name of the Corporation is WorldGate Communications, Inc. (hereinafter, the
“Corporation”).




SECOND:
The address of the Corporation’s registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, in the
county of New Castle. The name of the Corporation’s 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 DGCL.




FOURTH:
The amount of total authorized capital stock of the Corporation is 713,500,000
shares divided into 700,000,000 shares of Common Stock, par value $.01 per share
(the "Common Stock"), and 13,500,000 shares of preferred stock, par value $.01
per share (the "Preferred Stock").




(a)COMMON
STOCK.




(i) All
outstanding shares of Common Stock shall be identical and shall entitle the
holders thereof to the same rights and privileges. The holders of shares of
Common Stock shall have no preemptive or preferential rights of subscription to
any shares of any class of capital stock of the Corporation.




(ii)
When, as and if dividends or distributions are declared on outstanding shares of
Common Stock, whether payable in cash, in property or in securities of the
Corporation, the holders of outstanding shares of Common Stock shall be entitled
to share equally in such dividends and distributions.




(iii)
Upon any liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, the holders of outstanding shares of Common Stock
shall be entitled to share equally in the assets of the Corporation to be
distributed among the holders of shares of Common Stock.




(iv) The
holders of outstanding shares of Common Stock shall have the right to vote on
(or, as provided by law, take action by consent with respect to) the election
and removal of the directors of the Corporation and on, and with respect to, all
other matters to be voted on or consented to by the stockholders of the
Corporation, and each holder shall be entitled to one vote for each share of
Common Stock held.




(b)PREFERRED
STOCK. The Board of Directors shall have the authority at any time and from time
to time, by resolution, to divide the Preferred Stock into classes and into
series within any class or classes, and to determine the designation and the
number of shares of any class or series and the relative rights, powers,
preferences, qualifications, restrictions and limitations of the shares of any
class or series.





*









FIFTH: In
furtherance and not in limitation of the general powers conferred by the laws of
the State of Delaware, the Board of Directors is expressly authorized to make,
alter or repeal the Bylaws of the Corporation, except as specifically otherwise
provided therein.




SIXTH: A
director of the Corporation shall have no personal liability to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director except to the extent that Section 102(b)(7) (or any successor
provision) of the DGCL, as amended from time to time, expressly provides that
the liability of a director may not be eliminated or limited. No amendment or
repeal of this paragraph SIXTH shall 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 such director occurring prior to such
amendment or repeal.




SEVENTH:
Whenever a compromise or arrangement is proposed between this Corporation and
its creditors or any class of them and/or between this 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 this
Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this 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 this 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 this Corporation, as the case may be, to be summoned in such
manner as the said 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 this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
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 this Corporation, as the case may be, and also on this
Corporation.