EXHIBIT 3.1



                          COMPANIES ACTS, 1963 to 1990



                        PUBLIC COMPANY LIMITED BY SHARES



                            MEMORANDUM OF ASSOCIATION



                                      -of-




                     SAVILLE SYSTEMS PUBLIC LIMITED COMPANY
                            (as of October 23, 1997)




1. The name of the Company is "SAVILLE SYSTEMS PUBLIC LIMITED COMPANY".

2. The Company is to be a public limited company.

3. The objects for which the Company is established are:

(a)      To purchase,  sell,  supply and deal in computer  hardware,  electronic
         equipment,  computer software,  computer  programmes and other articles
         peripheral  thereto  and  to  act  as  agents,  consultants,  advisors,
         instructors, trainers and technicians in relation to computer hardware,
         electronic equipment,  computer software, computer programmes and other
         articles peripheral thereto.

(b)      To design, modify, develop, manufacture,  assemble and deal in computer
         hardware,  electronic equipment, computer software, computer programmes
         and other articles peripheral thereto.

(c)      To provide a technical  and  advisory  service for users and  potential
         users of computer hardware,  electronic  equipment,  computer software,
         computer programmes and other articles peripheral thereto and to devise
         and supply programmes and other software for such users.

(d)      To carry on business and to act as merchants, financiers, investors (in
         properties  or  securities)  traders,  shipowners,   carriers,  agents,
         brokers, commission agents, concessionaries,  distributors,  importers,
         consultants  or exporters or in any other capacity in Ireland or in any
         other part of the world and whether alone or jointly with others.

(e)      To import,  export, buy, sell, barter,  exchange,  pledge, make advance
         on, take on lease or hire or otherwise  acquire,  alter,  treat,  work,
         manufacture,  process, dispose of, let on lease, hire or hire purchase,
         or otherwise deal in and turn to account as may seem  desirable  goods,
         articles,  equipment,  machinery,  plant,  merchandise and wares of any
         description.

(f)      To carry on all of the said  businesses or any one or more of them as a
         distinct  or  separate  business  or as the  principal  business of the
         Company,  to carry on any other  business  manufacturing  or  otherwise
         which may seem to the Company capable of being conveniently  carried on
         in  connection  with the  above or any one of the  above or  calculated
         directly  or  indirectly  to  enhance  the  value  of  or  render  more
         profitable any of the Company's property or rights.

(g)      To carry on the business of financing  and  refinancing  whether  asset
         based or not including,  without limitation,  financing and refinancing
         of financial assets,  with or without security and in whatever currency
         including, without limitation, financing or refinancing by way of loan,
         acceptance  credits,  commercial paper,  bonds,  promissory notes, bank
         placements,  leasing,  hire-purchase,   bailment,  purchase  and  sale,
         conditional  sale,  credit  sale,  assignment,   novation,   factoring,
         discounting,      securitisation,      unitisation,      participation,
         sub-participation, or by any other means whatsoever.

(h)      To purchase, acquire by any means, hold and trade, deal and participate
         in,  underwrite  and sell or  dispose  of by any means  securities  and
         financial  instruments  of all  kinds  including,  without  limitation,
         foreign currencies,  shares, stock, gilts, equities,  bonds, promissory
         notes,  debentures,  debenture stock, bonds,  notes,  commercial paper,
         risk management  instruments,  money market deposits,  swaps,  interest
         rate hedges,  foreign currency hedges,  floors,  collars and such other
         financial  instruments  and  securities  as  are  similar  to,  or  are
         derivatives of, any of the foregoing.

(i)      As an object of the  Company  and as a pursuit in itself or  otherwise,
         and  whether  for the  purpose of making a profit or  avoiding  a loss 
         or for any other  purpose  whatsoever,  to  engage  in  currency  and
         interest rate  transactions and any other financial or other  
         transactions of whatever  nature,  including any  transaction  for the
         purpose  of, or  capable  of being for the  purposes  of,  avoiding,  
         reducing, minimising,  hedging  against or  otherwise  managing  the 
         risk of any loss,  cost,  expense or  liability arising,  or which may 
         arise, directly or indirectly, from a change or changes in any interest
         rate or currency exchange rate or in the price or value of any 
         property,  asset, commodity,  index or liability or from any other risk
         or factor  affecting  the Company's  business,including but not limited
         to dealings, whether  involving  purchases,  sales or  otherwise  in 
         foreign  (and  Irish)  currency,  spot and forward exchange rate 
         contracts,  forward rate agreements,  caps, floors and collars,futures,
         options, swaps, and any other  currency  interest  rate and other  
         hedging  arrangements  and such  other  instruments  as are
         similar to, or derivatives of, any of the foregoing.

(j)      To carry out any  transactions  or operations  whatsoever  which may be
         lawfully   undertaken  and  carried  out  by  capitalists,   promoters,
         merchants, underwriters, financiers, or concessionaires and to carry on
         a general financial  business and general  financial  operations of all
         kinds  in  any  part  of  the  world  and  to  undertake  or aid in any
         enterprise; to undertake and execute any trusts the undertaking whereof
         may seem  desirable and also to undertake the office of  administrator,
         treasurer  or  registrar  and to  keep  for  any  company,  government,
         authority or body, any register relating to any stocks,  funds,  shares
         or   securities   or  to  undertake  any  duties  in  relation  to  the
         registration of transfers, and the issue of certificates.

(k)      To take part in the  formation,  management,  supervision or control of
         the business or operations of any company or undertaking,  and for that
         purpose to appoint and remunerate  any directors,  accountants or other
         experts  and  agents,  to  transact  or  carry on all  kinds of  agency
         business and in particular in relation to the  investment of money sale
         of property and the collection and receipt of money.

(l)      To establish,  regulate and discontinue franchises and agencies, and to
         undertake and transact all kinds of agency and franchise business which
         an ordinary individual may legally undertake.

(m)      To invest the capital and other  monies of the Company in the  purchase
         or upon the security of shares,  stocks,  debentures,  debenture stock,
         bonds, bills, mortgages,  obligations and securities of any kind issued
         or guaranteed by any company,  corporation  or  undertaking of whatever
         nature and  wheresoever  constituted or carrying on business and in the
         purchase or upon the security of shares, stocks, debentures,  debenture
         stock, bonds, bills, mortgages, obligations, and securities of any kind
         issued  or  guaranteed  by any  government,  state,  dominion,  colony,
         sovereign,  ruler,  commissioners,  trust, public, municipal,  local or
         other authority or body of whatsoever nature wheresoever situated.

(n)      To acquire any such shares, stocks, debentures, debenture stock, bonds,
         bills, mortgages, obligations and securities by subscription, syndicate
         participation,   tender,  purchase,   exchange  or  otherwise,  and  to
         subscribe  for the same,  either  conditionally  or  otherwise,  and to
         guarantee  the  subscription  thereof and to  exercise  and enforce all
         rights and powers conferred by or incident to the ownership thereof.

(o)      To sell, realise,  vary and transpose any investments or other property
         for the time being of the Company as may be deemed expedient.

(p)      To buy, acquire, sell,  manufacture,  repair,  convert,  alter, take on
         hire,  let on hire and deal in  machinery,  plant,  works,  implements,
         tools, rolling stock, goods, and things of any description.

(q)      To act as  managers,  consultants,  supervisors  and  agents  of  other
         companies  or  undertakings  and  to  provide  for  such  companies  or
         undertakings,  managerial, advisory, technical, purchasing, selling and
         other  services;  and to enter into such agreements as are necessary or
         advisable in connection with the foregoing.

(r)      To establish  or promote or concur in  establishing  or  promoting  any
         company or companies  for the  purposes of acquiring  all or any of the
         property,  rights  and  liabilities  of the  Company  or for any  other
         purpose which may seem directly or indirectly calculated to benefit the
         Company and to place or guarantee the placing of, underwrite, subscribe
         for or otherwise  acquire all or any part of the shares,  debentures or
         other securities of any such other company.

(s)      To adopt such means of making  known the products of the Company as may
         seem  expedient,  and in particular  by  advertising  in the press,  by
         circulars,  by purchase and exhibition or works of art or interest,  by
         publication of books and  periodicals and by granting  prizes,  rewards
         and donations.

(t)      To pay all costs,  charges and  expenses  incurred or  sustained  in or
         about the  promotion  and  establishment  of the Company,  or which the
         Company shall consider to be preliminary thereto.

(u)      To develop and turn to account  any land  acquired by the Company or in
         which it is  interested  and in  particular by laying out and preparing
         the same for building purposes,  constructing,  altering, pulling down,
         decorating,   maintaining,  fitting  up  and  improving  buildings  and
         conveniences,  and by planting, paving, draining, farming, cultivating,
         letting on building lease or building  agreement and by advancing money
         to and  entering  into  contracts  and  arrangements  of all kinds with
         builders, tenants and others.

(v)      To  acquire  and  undertake  the  whole  or any  part of the  business,
         property,  goodwill and assets of any person,  firm or company carrying
         on or proposing to carry on any of the businesses  which the Company is
         authorised  to carry  on, or which can be  conveniently  carried  on in
         connection with the same, or may seem calculated directly or indirectly
         to benefit the Company.

(w)      To employ the funds of the Company in the  development and expansion of
         the  business  of the  Company  and  all or  any of its  subsidiary  or
         associated  companies and in any other company  whether now existing or
         hereafter to be formed and engaged in any like  business of the Company
         or  any of its  subsidiary  or  associated  companies  or of any  other
         industry  ancillary  thereto or which can conveniently be carried on in
         connection therewith.

(x)      To  sell,  improve,   manage,  develop,   exchange,   lease,  mortgage,
         enfranchise,  dispose of, turn to account or otherwise deal with all or
         any part of the property,  undertaking, rights or assets of the Company
         and for such consideration as the Company might think fit. Generally to
         purchase,  take on lease or in exchange or  otherwise  acquire any real
         and personal property and rights or privileges.

(y)      To undertake and carry on all kinds of trust and agency  business and 
         to act as managers of any syndicate.

(z)      To employ  experts to  investigate  and  examine  into the  conditions,
         prospects,  value, character and circumstances of any business concerns
         and undertakings, and generally of any assets, property or rights.

(aa)     To  purchase,  take on lease or in exchange,  or otherwise  acquire and
         hold for  investment  any estate or interest  in any lands,  buildings,
         easements,  rights,  privileges,  concessions,  grants,  patents, trade
         marks and any real and personal property of any kind.

(bb)     To borrow and raise money and to secure or  discharge in any manner any
         debt or  obligation  of any kind of or  binding on the  Company  and in
         particular  but without  limitation by mortgages of or charges upon all
         or any  part of the  undertaking,  property  and  assets  (present  and
         future) and the uncalled  capital of the Company or by the creation and
         issue on such  terms and  conditions  as may be  thought  expedient  of
         debentures, debenture stock or other securities of any description.

(cc)     To draw, make, accept, endorse, discount,  negotiate, execute and issue
         and to buy, sell and deal with bills of exchange,  promissory notes and
         other  negotiable or  transferable  instruments.  Provided  always that
         nothing herein  contained shall empower the Company to act as stock and
         share brokers or dealers.

(dd)     To  amalgamate  or enter  into  partnership  or any  joint  purpose  or
         profit-sharing  arrangement  with and to  co-operate in any way with or
         assist or  subsidise  any company,  firm or person,  and to purchase or
         otherwise  acquire  and  undertake  all or any  part  of the  business,
         property and liabilities of any person, body or company carrying on any
         business  which this Company is  authorised to carry on or possessed of
         any  investments  or other  property  suitable  for the purposes of the
         Company.

(ee)     To lend money and grant or provide  credit and financial  accommodation
         to any company firm or person either with or without  security and upon
         such terms as may seem expedient.

(ff)     To enter into any guarantee or contract of indemnity or suretyship  and
         in particular  (without  limitation)  to guarantee,  support or secure,
         with or without  consideration,  whether by personal  obligation  or by
         mortgaging or charging all or any part of the undertaking, property and
         assets  (present and future) and uncalled  capital of the Company or by
         both  such  methods  or in any other  manner,  the  performance  of any
         obligations  or  commitments  of, and the  repayment  or payment of the
         principal  amounts of and any premiums,  interest,  dividends and other
         moneys payable on or in respect of any securities or liabilities of any
         person, firm or company.

(gg)     To accept  stock or shares in, or the  debentures,  mortgages  or other
         securities  of any other  company in payment  or part  payment  for any
         services rendered, or for any sale made to, or debt owing from any such
         company,  whether  such shares  shall be wholly or only partly paid up,
         and to hold and retain or re-issue with or without guarantee,  or sell,
         mortgage or deal with any stock, shares, debentures, mortgages or other
         securities so received,  and to give by way of consideration for any of
         the acts and things aforesaid, or property acquired, any stock, shares,
         debentures, mortgages or other securities of this or any other company.

(hh)     To procure the  registration  or  incorporation  of the Company in or 
         under the laws of any place  outside the State.

(ii)     To amalgamate with any other company.

(jj)     To apply for,  purchase  or  otherwise  acquire  any  patents,  brevets
         d'invention,  licences,  trade marks,  technology  and know-how and the
         like conferring any exclusive or  non-exclusive or limited right to use
         or any secret or other  information  as to any  invention or technology
         which may seem  capable of being used,  for any of the  purposes of the
         Company or the  acquisition  of which may seem  calculated  directly or
         indirectly  to benefit the Company,  and to use,  exercise,  develop or
         grant  licences in respect of or otherwise turn to account the property
         rights or information so acquired.

(kk)     To  subscribe  or  guarantee   money  for  any  national,   charitable,
         benevolent,  public, general or useful object or for any exhibition, or
         for any purpose which may be considered  likely  directly or indirectly
         to further the objects of the Company or the interests of its members.

(ll)     To make such  provision for the education and training of employees and
         prospective  employees  of the  Company  and  others as may seem to the
         Company  to be  advantageous  to or  calculated,  whether  directly  or
         indirectly,  to  advance  the  interests  of the  Company or any member
         thereof.

(mm)     To grant pensions or gratuities to any employees or ex-employees and to
         officers and ex-officers  (including directors and ex-directors) of the
         Company or its predecessors in business, or the relations, connections,
         or  dependants  of any  such  persons,  and  to  establish  or  support
         associations,  institutions,  clubs,  funds  and  trusts  which  may be
         considered  calculated to benefit any such persons or otherwise advance
         the interests of the Company or of its members.

(nn)     To  remunerate  by cash payment or allotment of shares or securities of
         the  Company  credited  as fully  paid-up or  otherwise,  any person or
         company for services rendered or to be rendered to the Company, whether
         in  the  conduct  or  management  of its  business,  or in  placing  or
         assisting to place or guaranteeing  the placing of any of the shares of
         the  Company's  capital or any  debentures  or other  securities of the
         Company, or in or about the formation or promotion of the Company.

(oo)     To provide for the welfare of persons in the employment  of, or holding
         office under,  or formerly in the employment of, or holding office 
         under the Company,  or its predecessors in business,  or any directors 
         or ex-directors  of the Company,  and the wives,  widows and  families,
         dependants  or  connections  of such persons,  by grants of money,  
         pensions or other  payments,  and by forming and  contributing  to 
         pension,provident  or  benefit  funds or profit  sharing or  
         co-partnership  schemes  for the  benefit of any such persons,  and by 
         providing or subscribing towards places of instruction and  recreation,
         and hospitals,dispensaries,  medical and other  attendances,  and other
         assistance,  as the Company shall think fit, and to form,  subscribe to
         or otherwise aid,  charitable,  benevolent,  religious,  scientific,  
         national,  or other institutions,  exhibitions or objects,  which shall
         have any moral or other claims to support or aid by the Company by 
         reason of the locality of its operations or otherwise.

(pp)     To do all or any of the things and matters aforesaid in any part of the
         world,  and either as  principals,  agents,  contractors,  trustees  or
         otherwise, and by or through trustees,  agents or otherwise, and either
         alone or in conjunction with others.

(qq)     To obtain any Ministerial  order or licence or any provisional order or
         Act of the  Oireachtas or Charter for enabling the Company to carry any
         of its objects into effect,  or for effecting any  modification  of the
         Company's  constitution,  or for  any  other  purpose  which  may  seem
         expedient, and to oppose any proceedings or applications which may seem
         calculated directly or indirectly to prejudice the Company's interests.

(rr)     To enter into any  arrangement  with any  government  or local or other
         authority  that may seem  conducive to the Company's  objects or any of
         them, and to obtain from any such government, or authority, any rights,
         privileges and concessions  which the Company may think it desirable to
         obtain, and to carry out, and to exercise and comply with the same.

(ss)     To distribute in specie or otherwise as may be resolved,  any assets of
         the Company among its members, and particularly the shares,  debentures
         or other  securities of any other company formed to take over the whole
         or any part of the assets or liabilities of this Company.

(tt)     To do all such other things as may be  considered  to be  incidental  
         or conducive to the above objects or any of them.

And it is hereby  declared  that the objects of the Company as specified in each
of the  foregoing  paragraphs  of  this  Clause  (except  only  if and so far as
otherwise  expressly  provided in any paragraph)  shall be separate and distinct
objects of the Company and shall not be in anywise  limited by  reference to any
other  paragraph or the order in which the same occur or the name of the Company
nor  shall  any  express  statement  in any  object  that it is an object of the
Company be taken to mean or imply that any  object  not  expressly  stated to be
such is not an object of the Company.

4. The liability of the members is limited.

5. The share capital of the Company is US$187,500 and IR(pound)30,000  divided 
   into  75,000,000  shares of US$0.0025 each and 30,000 shares of IR(pound)
   1 each.

We, the several persons whose names,  and addresses are  subscribed,  wish to be
formed into a Company in pursuance of this  Memorandum  of  Association,  and we
agree to take the number of shares in the capital of the  Company  set  opposite
our respective names.



<PAGE>



 Names, Addresses and Descriptions  Number of
 of Subscribers                          
                                         Shares taken
                                         by each Subscriber.


Robert Burke                             One
33 Brook Court
Monkstown
Co Dublin

Solicitor




Olivia McCann                            One
Wakefield House
York Road
Dun Laoghaire
Co Dublin

Solicitor





Total Shares taken:                       Two



Dated the 14th day of June 1993.


Witness to the above signatures:-        Liam Carney
                                         Solicitor
                                         2 Harbourmaster Place
                                         Custom House Dock
                                         Dublin 1