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                                                                    EXHIBIT 4.11


                          CERTIFICATE OF DESIGNATIONS

                                       of

                 SERIES F JUNIOR PARTICIPATING PREFERRED STOCK

                                       of

                            Z-TEL TECHNOLOGIES, INC.

                        (Pursuant to Section 151 of the

                       Delaware General Corporation Law)


         Z-Tel Technologies, Inc., a corporation organized and existing under
the General Corporation Law of the State of Delaware (hereinafter called the
"Corporation"), hereby certifies that the following resolution was adopted by
the Board of Directors of the Corporation as required by Section 151 of the
General Corporation Law on February 19, 2001:

         RESOLVED, that pursuant to the authority granted to and vested in the
Board of Directors of this Corporation (hereinafter called the "Board of
Directors" or the "Board") in accordance with the provisions of the
Corporation's Restated Certificate of Incorporation (the "Certificate of
Incorporation") the Board of Directors hereby creates a new series of Preferred
Stock, par value $0.001 per share (the "Junior Preferred Stock"), of the
Corporation and hereby states the designation and number of shares of each such
series, and fixes the relative rights, preferences, and limitations of each
such series as follows:


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         Section 1. Designation and Amount. The shares of such series shall be
designated as "Series F Junior Participating Preferred Stock" (the "Junior
Preferred Stock") and the number of shares constituting the Junior Preferred
Stock shall be 200,000. Such number of shares may be increased or decreased by
resolution of the Board of Directors; provided, that no decrease shall reduce
the number of shares of Junior Preferred Stock to a number less than the number
of shares then outstanding plus the number of shares reserved for issuance upon
the exercise of outstanding options, rights or warrants or upon the conversion
of any outstanding securities issued by the Corporation convertible into Junior
Preferred Stock.

         Section 2. Dividends and Distributions.

                  (A)      Subject to the rights of the holders of any shares
         of any series of Preferred Stock (or any similar stock) ranking prior
         and superior to the Junior Preferred Stock with respect to dividends,
         the holders of shares of Junior Preferred Stock, in preference to the
         holders of the Common Stock, par value $0.01 per share (the "Common
         Stock"), of the Corporation, and of any other junior stock, shall be
         entitled to receive, when, as and if declared by the Board of
         Directors out of funds legally available for the purpose, quarterly
         dividends payable in cash on the first day of March, June, September
         and December in each year (each such date being referred to herein as
         a "Quarterly Dividend Payment Date"), commencing on the first
         Quarterly Dividend Payment Date after the first issuance of a share or
         fraction of a share of Junior Preferred Stock, in an amount per share
         (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b)
         subject to the provision for adjustment hereinafter set forth, 1000
         times the aggregate per share amount of all cash dividends, and 1000
         times the aggregate per share amount (payable in kind) of all non-cash
         dividends or other distributions, other than a dividend payable in
         shares of Common Stock or a subdivision of the outstanding shares of
         Common Stock (by reclassification or otherwise), declared on the
         Common Stock since the immediately preceding Quarterly Dividend
         Payment Date or, with respect to the first Quarterly Dividend Payment
         Date, since the first issuance of any share or fraction of a share of
         Junior Preferred Stock. If the Corporation shall at any time declare
         or pay any dividend on the Common Stock payable in shares of Common
         Stock, or effect a subdivision or combination or consolidation of the
         outstanding shares of Common Stock (by reclassification or otherwise
         than by payment of a dividend in shares of Common Stock) into a
         greater or lesser number of shares of Common Stock, then in each such
         case the amount to which holders of shares of Junior Preferred Stock
         were entitled immediately prior to such event under clause (b) of the
         preceding sentence shall be adjusted by multiplying such amount by a
         fraction, the numerator of which is the number of shares of Common
         Stock outstanding immediately after such event and the denominator of
         which is the number of shares of Common Stock that were outstanding
         immediately prior to such event.

                  (B)      The Corporation shall declare a dividend or
         distribution on the Junior Preferred Stock as provided in paragraph
         (A) of this Section immediately after it declares a dividend or
         distribution on the Common Stock (other than a dividend payable in
         shares of Common Stock); provided that, if no dividend or distribution
         shall have been declared on the Common Stock during the period between
         any Quarterly Dividend Payment Date




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         and the next subsequent Quarterly Dividend Payment Date, a dividend of
         $1.00 per share on the Junior Preferred Stock shall nevertheless be
         payable on such subsequent Quarterly Dividend Payment Date.

                  (C)      Dividends shall begin to accrue and be cumulative on
         outstanding shares of Junior Preferred Stock from the Quarterly
         Dividend Payment Date next preceding the date of issue of such shares,
         unless the date of issue of such shares is prior to the record date
         for the first Quarterly Dividend Payment Date, in which case dividends
         on such shares shall begin to accrue from the date of issue of such
         shares, or unless the date of issue is a Quarterly Dividend Payment
         Date or is a date after the record date for the determination of
         holders of shares of Junior Preferred Stock entitled to receive a
         quarterly dividend and before such Quarterly Dividend Payment Date, in
         either of which events such dividends shall begin to accrue and be
         cumulative from such Quarterly Dividend Payment Date. Accrued but
         unpaid dividends shall not bear interest. Dividends paid on the shares
         of Junior Preferred Stock in an amount less than the total amount of
         such dividends at the time accrued and payable on such shares shall be
         allocated pro rata on a share-by-share basis among all such shares at
         the time outstanding. The Board of Directors may fix a record date for
         the determination of holders of shares of Junior Preferred Stock
         entitled to receive payment of a dividend or distribution declared
         thereon, which record date shall be not more than 60 days prior to the
         date fixed for the payment thereof.

         Section 3. Voting Rights. The holders of shares of Junior Preferred
Stock shall have the following voting rights:

                  (A)      Subject to the provision for adjustment hereinafter
         set forth, each share of Junior Preferred Stock shall entitle the
         holder thereof to 1000 votes on all matters submitted to a vote of the
         stockholders of the Corporation. If the Corporation shall at any time
         declare or pay any dividend on the Common Stock payable in shares of
         Common Stock, or effect a subdivision or combination or consolidation
         of the outstanding shares of Common Stock (by reclassification or
         otherwise than by payment of a dividend in shares of Common Stock)
         into a greater or lesser number of shares of Common Stock, then in
         each such case the number of votes per share to which holders of
         shares of Junior Preferred Stock were entitled immediately prior to
         such event shall be adjusted by multiplying such number by a fraction,
         the numerator of which is the number of shares of Common Stock
         outstanding immediately after such event and the denominator of which
         is the number of shares of Common Stock that were outstanding
         immediately prior to such event.

                  (B)      Except as otherwise provided herein, in any other
         Certificate of Designations creating a series of Preferred Stock or
         any similar stock, or by law, the holders of shares of Junior
         Preferred Stock and the holders of Common Stock and any other capital
         stock of the Corporation having general voting rights shall vote
         together as one class on all matters submitted to a vote of
         stockholders of the Corporation.



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                  (C)      Except as set forth herein, or as otherwise provided
         by law, holders of Junior Preferred Stock shall have no voting rights
         and their consent shall not be required (except to the extent they are
         entitled to vote with holders of Common Stock as set forth herein) for
         taking any corporate action.

         Section 4. Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the Corporation, no distribution
shall be made (1) to the holders of shares of stock ranking junior (either as
to dividends or upon liquidation, dissolution or winding up) to the Junior
Preferred Stock unless, prior thereto, the holders of shares of Junior
Preferred Stock shall have received $1000 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not
declared, to the date of such payment, provided that the holders of shares of
Junior Preferred Stock shall be entitled to receive an aggregate amount per
share, subject to the provision for adjustment hereinafter set forth, equal to
1000 times the aggregate amount to be distributed per share to holders of
shares of Common Stock, or (2) to the holders of shares of stock ranking on a
parity (either as to dividends or upon liquidation, dissolution or winding up)
with the Junior Preferred Stock, except distributions made ratably on the
Junior Preferred Stock and all such parity stock in proportion to the total
amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up. If the Corporation shall at any time
declare or pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such case the aggregate amount
to which holders of shares of Junior Preferred Stock were entitled immediately
prior to such event under the proviso in clause (1) of the preceding sentence
shall be adjusted by multiplying such amount by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.

         Section 5. Consolidation, Merger, etc. If the Corporation shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash or any other property, then in any such case each share of
Junior Preferred Stock shall at the same time be similarly exchanged or changed
into an amount per share, subject to the provision for adjustment hereinafter
set forth, equal to 1000 times the aggregate amount of stock, securities, cash
or any other property (payable in kind), as the case may be, into which or for
which each share of Common Stock is changed or exchanged. If the Corporation
shall at any time declare or pay any dividend on the Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or consolidation
of the outstanding shares of Common Stock (by reclassification or otherwise
than by payment of a dividend in shares of Common Stock) into a greater or
lesser number of shares of Common Stock, then in each such case the amount set
forth in the preceding sentence with respect to the exchange or change of
shares of Junior Preferred Stock shall be adjusted by multiplying such amount
by a fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to
such event.



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         Section 6. Certain Restrictions.

                  (A)      Whenever quarterly dividends or other dividends or
         distributions payable on the Junior Preferred Stock are in arrears,
         thereafter and until all accrued and unpaid dividends and
         distributions, whether or not declared, on shares of Junior Preferred
         Stock outstanding shall have been paid in full, the Corporation shall
         not:

                           (i)      declare or pay dividends, or make any other
                  distributions, on any shares of stock ranking junior (either
                  as to dividends or upon liquidation, dissolution or winding
                  up) to the Junior Preferred Stock;

                           (ii)     declare or pay dividends, or make any other
                  distributions, on any shares of stock ranking on parity
                  (either as to dividends or upon liquidation, dissolution or
                  winding up) with the Junior Preferred Stock, except dividends
                  paid ratably on the Junior Preferred Stock and all such
                  parity stock on which dividends are payable or in arrears in
                  proportion to the total amounts to which the holders of all
                  such shares are then entitled;

                           (iii)    redeem or purchase or otherwise acquire for
                  consideration shares of any stock ranking junior (either as
                  to dividends or upon liquidation, dissolution or winding up)
                  to the Junior Preferred Stock, provided that the Corporation
                  may at any time redeem, purchase or otherwise acquire shares
                  of any such junior stock in exchange for shares of any stock
                  of the Corporation ranking junior (either as to dividends or
                  upon dissolution, liquidation or winding up) to the Junior
                  Preferred Stock; or

                           (iv)     redeem or purchase or otherwise acquire for
                  consideration any shares of Junior Preferred Stock, or any
                  shares of stock ranking on a parity with the Junior Preferred
                  Stock, except in accordance with a purchase offer made in
                  writing or by publication (as determined by the Board of
                  Directors) to all holders of such shares upon such terms as
                  the Board of Directors, after consideration of the respective
                  annual dividend rates and other relative rights and
                  preferences of the respective series and classes, shall
                  determine in good faith will result in fair and equitable
                  treatment among the respective series or classes.

                  (B)      The Corporation shall not permit any subsidiary of
         the Corporation to purchase or otherwise acquire for consideration any
         shares of stock of the Corporation unless the Corporation could, under
         paragraph (A) of this Section 1, purchase or otherwise acquire such
         shares at such time and in such manner.

         Section 7. Reacquired Shares. Any shares of Junior Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
subject to the conditions and restrictions on issuance set forth herein, in the
Certificate of




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Incorporation, or in any other Certificate of Designations creating a series of
Preferred Stock or any similar stock or as otherwise required by law.

         Section 8. No Redemption. The shares of Junior Preferred Stock shall
not be redeemable.


         Section 9. Rank. The Junior Preferred Stock shall rank, with respect
to the payment of dividends and the distribution of assets, junior to all
series of any other class of the Corporation's Preferred Stock.

         Section 10. Amendment. The Certificate of Incorporation shall not be
amended in any manner which would alter or change the powers, preferences or
special rights of the Junior Preferred Stock so as to affect them adversely
without the affirmative vote of the holders of at least two-thirds of the
outstanding Junior Preferred Stock.

         Section 11. Fractional Shares. The Junior Preferred Stock may be
issued in fractions of a share which shall entitle the holder, in proportion to
such holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of the Junior Preferred Stock.



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         IN WITNESS WHEREOF, this Certificate of Designations is executed on
behalf of the Corporation by its Chairman of the Board and attested by its
Secretary this 20th day of February, 2001.

                                             /s/ D. Gregory Smith
                                             ----------------------------------
                                             Chairman of the Board

Attest:


/s/ Mark H. Johnson
---------------------------
Secretary