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                                                                     EXHIBIT 3.1


               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                          ADVANCED RADIO TELECOM CORP.


     Advanced Radio Telecom Corp., a corporation organized and existing under
the laws of the State of Delaware, hereby certifies as follows:

     1.   The name of the corporation (the "Corporation") is Advanced Radio
Telecom Corp. (formerly Advanced Radio Technologies Corporation) and its
original Certificate of Incorporation was filed with the Secretary of State of
the State of Delaware on August 23, 1993.

     2.   This Amended and Restated Certificate of Incorporation of the
Corporation restates and integrates and further amends the Certificate of
Incorporation of the Corporation, as the same heretofore has been amended,
supplemented or restated (the "Certificate of Incorporation").

     3.   The text of the Certificate of Incorporation is hereby further amended
and restated to read in full as herein set forth:

          FIRST:  The name of the Corporation is Advanced Radio Telecom Corp.
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          SECOND:  The address of its registered office in the State of Delaware
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is 1013 Centre Road, City of Wilmington, Delaware, 19805, County of New Castle.
The name of the registered agent at such address is The Prentice-Hall
Corporation System, Inc.

          THIRD:  The purpose of the Corporation is to engage in any lawful act
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or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

          FOURTH:
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          (a) The total number of shares of all classes of stock which the
Corporation shall have authority to issue is one hundred ten million
(110,000,000), which are divided into one hundred million (100,000,000) shares
of Common Stock of a par value of $0.001 per share
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 ("Common Stock") and ten million (10,000,000) shares of Preferred Stock of a
par value of $0.001 per share ("Preferred Stock").

          (b) The Board of Directors of the Corporation is expressly authorized
at any time, and from time to time, to provide for the issuance of shares of
Preferred Stock in one or more series, with such designations, preferences and
relative, participating, optional or other special rights, and qualifications,
limitations, or restrictions thereof, as shall be stated and expressed in the
resolution or resolutions providing for the issue thereof adopted by the Board
of Directors.

          FIFTH:  The Corporation is to have perpetual existence.
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          SIXTH:  Whenever a compromise or arrangement is proposed between the
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Corporation and its creditors or any class of them and/or between the
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 the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the 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 the
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 the 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 the Corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
the Corporation as 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 the Corporation, as the case may be, and also on the
Corporation.

          SEVENTH:  For the management of the business and for the conduct of
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the affairs of the Corporation, and in further definition, limitation, and the
regulation of the powers of the Corporation and of its directors and of its
stockholders or any class thereof, as the case may be, it is further provided:

     1.   Number of Directors.  The management of the business and the conduct
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of the affairs of the Corporation shall be vested in its Board of Directors.
The number of directors

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which shall constitute the whole Board of Directors shall be fixed by, or in the
manner provided in, the Bylaws. The phrase "whole Board" and the phrase "total
number of directors" shall be deemed to have the same meaning, to wit, the total
number of directors which the Corporation would have if there were no vacancies.
No election of directors need be by written ballot.

     2.   Terms of Directors.  Except as otherwise provided in or fixed by or
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pursuant to the provisions of Article FOURTH hereof relating to the rights of
the holders of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation or to elect directors under specified
circumstances, the directors shall be classified, with respect to the time for
which they severally hold office, into three classes, as nearly equal in number
as possible, as shall be provided in the manner specified in the By-Laws of the
Corporation.  One class shall be originally elected for a term expiring at the
annual meeting of stockholders to be held in 1997, another class shall be
originally elected for a term expiring at the annual meeting of stockholders to
be held in 1998, and another class shall be originally elected for a term
expiring at the annual  meeting of stockholders to be held in 1999, with each
member of each class to hold office until a successor is elected and qualified.
At each annual meeting of stockholders of the Corporation and except as
otherwise provided in or fixed by or pursuant to the provisions of Article
FOURTH hereof relating to the rights of the holders of any class or series of
stock having a preference over the Common Stock as to dividends or upon
liquidation to elect directors under specified circumstances, the successors of
the class of directors whose term expires at that meeting shall be elected to
hold office for a term of three years.

     3.   Newly Created Directorships and Vacancies.  Except as otherwise
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required by law and except as otherwise provided in or fixed by or pursuant to
the provisions of Article FOURTH hereof relating to the rights of the holders of
any class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation to elect directors under specified circumstances:
(i) newly created directorships resulting from any increase in the number of
directors and any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal or other cause shall be filled by the
affirmative vote of a majority of the remaining directors then in office, even
though less than a quorum of the Board of Directors; (ii) any director elected
in accordance with the preceding clause (i) shall hold office for the remainder
of the full term of the class of directors in which the new directorship was
created or the vacancy occurred and until such director's successor shall have
been elected and qualified; and (iii) no decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director.

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     4.   Removal.   Except as otherwise provided in or fixed by or pursuant to
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the provisions of Article FOURTH hereof relating to the rights of the holders of
any class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation to elect directors under specified circumstances,
any director may be removed from office only for cause by the affirmative vote
of the holders of at least a majority of the combined voting power of the then
outstanding shares of the Corporation's stock entitled to vote generally, voting
together as a single class.  Whenever in this Article SEVENTH hereof, the
phrase, "the then outstanding shares of the Corporation's stock entitled to vote
generally" is used, such phrase shall mean each then outstanding share of any
class or series of the Corporation's stock that is entitled to vote generally in
the election of the Corporation's directors.

     5.   Amendment or Repeal of this Article.  Notwithstanding any other
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provisions of this Article SEVENTH or any other Article hereof or of the By-Laws
of the Corporation (and notwithstanding the fact that a lesser percentage may be
specified from time to time by law, this Article SEVENTH, any other Article
hereof, or the By-Laws of the Corporation), the provisions of this Article
SEVENTH may not be altered, amended or repealed in any respect, nor may any
provision inconsistent therewith be adopted, unless such alteration, amendment,
repeal or adoption is approved by the affirmative vote of at least 75% of the
combined voting power of the then outstanding shares of the Corporation's
capital stock entitled to vote generally, voting together as a single class.

     6.   Amendment of Bylaws.  After the original or other Bylaws of the
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Corporation have been adopted, amended, or repealed, as the case may be, in
accordance with the provisions of Section 109 of the General Corporation Law of
the State of Delaware, and, after the corporation has received any payment for
any of its stock, the power to adopt, amend, or repeal the Bylaws of the
Corporation may be exercised by the Board of Directors of the Corporation,
unless otherwise provided in the Bylaws.

     7.   Voting Power.  Whenever the corporation shall be authorized to issue
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only one class of stock, each outstanding share shall entitle the holder thereof
to notice of, and the right to vote at, any meeting of stockholders.  Whenever
the Corporation shall be authorized to issue more than one class of stock, no
outstanding share of any class of stock which is denied voting power under the
provisions of the Certificate of Incorporation shall entitle the holder thereof
to the right to vote at any meeting of stockholders except as the provisions of
paragraph (2) of subsection (b) of Section 242 of the General Corporation Law of
the State of Delaware shall otherwise require; provided, that no share of any
such class which is otherwise denied voting power shall entitle the

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holder thereof to vote upon the increase or decrease in the number of authorized
shares of said class.

          EIGHTH:   The personal liability of the directors of the Corporation
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is hereby eliminated to the fullest extent permitted by the provisions of
paragraph (7) of subsection (b) of Section 102 of the General Corporation Law of
the State of Delaware, as the same may be amended and supplemented.  No
amendment or repeal of this Article EIGHTH shall apply to or have any effect on
the liability or alleged liability of any director of this Corporation for or
with respect to any acts or omissions of such director occurring prior to such
amendment or repeal.

          NINTH:  The Corporation shall, to the fullest extend permitted by the
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provisions of Section 145 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented, indemnify, and upon
request advance expenses to, any and all persons who is or was a party or is
threatened to be made a party to any threatened, pending or completed action,
suit, proceeding or claim, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was or has agreed to
be a director or officer of this Corporation or while a director or officer is
or was serving at the request of this Corporation as a director, officer,
partner, trustee, employee or agent of any corporation, partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans, from and against any and all of the expenses, liabilities, or
other matters referred to in or covered by said section (including without
limitation attorneys fees and expenses); provided, however, that the foregoing
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shall not require this Corporation to indemnify or advance expenses to any
person in connection with any action, suit, proceeding, claim or counterclaim
initiated by or on behalf of such person other than solely to enforce rights
under this ARTICLE NINTH.  The indemnification provided for herein shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any Bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of the heirs, executors, and administrators of such a person.  Any
person seeking indemnification under this Article NINTH shall be deemed to have
met the standard of conduct required for such indemnification unless the
contrary shall be established by a court of competent jurisdiction.  Any repeal
or modification of the foregoing provisions of this Article NINTH shall not
adversely affect any right or protection of a director or officer of the
Corporation with respect to any acts or omissions of such director or officer
occurring prior to such repeal or modification.

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          TENTH:  From time to time any of the provisions of this Certificate of
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Incorporation may be amended, altered, or repealed, and the provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the Corporation by this
Certificate of Incorporation are granted subject to the provisions of this
Article TENTH.

          ELEVENTH:  The Corporation hereby elects to be governed by Section 203
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of the Delaware General Corporation Law.

          TWELFTH:  If at any time the corporation shall have a class of stock
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registered pursuant to the provisions of the Securities Exchange Act of l934,
for so long as such class is so registered, any action by the stockholders of
such class must be taken at an annual or special meeting of stockholders and may
not be taken by written consent.

          THIRTEENTH:  The Board of Directors of the Corporation, when
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evaluating any offer of another party (a) to make a tender or exchange offer for
any equity security of the Corporation or (b) to effect a business combination,
shall, in connection with the exercise of its judgment in determining what is in
the best interests of the Corporation as a whole, be authorized to give due
consideration to any such factors as the Board of Directors determines to be
relevant, including, without limitation:

               a.   the interests of the Corporation's stockholders;

               b.   whether the proposed transaction might violate federal or
                    state laws;

               c.   not only the consideration being offered in the proposed
                    transaction, in relation to the then current market price
                    for the outstanding capital stock of this Corporation, but
                    also to the market price for the capital stock of the
                    Corporation over a period of years, the estimated price that
                    might be achieved in a negotiated sale of the Corporation as
                    a whole or in part or through orderly liquidation, the
                    premiums over market price for the securities of other
                    corporations in similar transactions, current political,
                    economic and other factors bearing on securities prices and
                    the Corporation's financial condition and future prospects;
                    and

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               d.   the social legal and economic effects upon employees,
                    suppliers, customers and others having similar relationships
                    with the Corporation, and the communities in which the
                    Corporation conducts its business.

In connection with any such evaluation, the Board of Directors is authorized to
conduct such investigations and engage in such legal proceedings as the Board of
Directors may determine.

          FOURTEENTH:  Notwithstanding any other provisions of this Certificate
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of Incorporation or the Bylaws (and notwithstanding the fact that a lesser
percentage may be specified by law, this Certificate of Incorporation or the
Bylaws of this Corporation), the affirmative vote of 75% of the total number of
votes of the then outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors, voting together as a
single class, shall be required to amend or repeal, or to adopt any provision
inconsistent with the purpose or intent of ARTICLES SEVENTH, EIGHTH, NINTH,
TENTH, ELEVENTH, TWELFTH, THIRTEENTH and this ARTICLE FOURTEENTH.  Notice of any
such proposed amendment, repeal or adoption shall be contained in the notice of
the meeting at which it is to be considered. Subject to the provisions set forth
herein, this Corporation reserves the right to amend, alter, repeal or rescind
any provision  contained in this Certificate of Incorporation in the manner or
hereafter prescribed by law.

          4.   This Amended and Restated Certificate of Incorporation was duly
adopted in accordance with Sections 228, 242 and 245 of the General Corporation
Law of the State of Delaware and written notice of the adoption of this Amended
and Restated Certificate of Incorporation has been given pursuant to Section 228
of the General Corporation Law of the State of Delaware to each and every
stockholder entitled to such notice.

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          IN WITNESS WHEREOF, the Corporation has caused this Amended and
Restated Certificate of Incorporation to be signed and attested to by its duly
authorized officers on this 6th day of November, 1996.
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                                    ADVANCED RADIO TELECOM CORP.


                                    By:________________________________
                                         Vernon L. Fotheringham
                                         Chairman and C.E.O.

ATTEST:


By:_____________________________
     James Kardon
     Assistant Secretary

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