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                                                                 Exhibit 3.1

                              AMENDED AND 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 63,500,000 shares, divided
                  into 50,000,000 shares of common stock, par value $.01 per
                  share ("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.

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                                               (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

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                  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.

         IN WITNESS WHEREOF, WorldGate Communications, Inc. has caused this
Certificate of Amendment to the Amended and Restated Certificate of
Incorporation to be executed by a duly authorized officer as of this 14th day of
April, 1999.

                                      WORLDGATE COMMUNICATIONS, INC.

                                      By:  /s/ Randall J. Gort
                                          -------------------------------------
                                      Name:   Randall J. Gort
                                      Title:  Vice President, General Counsel
                                              and Secretary















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