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                                                                     EXHIBIT 3.1


                                    Delaware                   PAGE 1
                                  ------------
                                 The First State


        I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED
CERTIFICATE OF "ADVANCED RADIO TELECOM CORP.", FILED IN THIS OFFICE ON THE
TWENTY-SEVENTH DAY OF DECEMBER, A.D. 2001, AT 12:30 O'CLOCK P.M.

        A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.



                          [SEAL]  /s/ Harriet Smith Windsor
                                  ---------------------------------------------
                                      Harriet Smith Windsor, Secretary of State
                                        AUTHENTICATION: 1534170

                                                  DATE: 12-31-01

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                              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 (the "Corporation"), does hereby submit this
Amended and Restated Certificate of Incorporation which amends and restates the
Certificate of Incorporation of this Corporation, which was originally filed
with the Secretary of State of the State of Delaware on August 23, 1993 under
the name Advanced Radio Technologies Corp. This Amended and Restated Certificate
of Incorporation is being filed in connection with the Corporation's
reorganization plan, dated September 20, 2001, (as such plan may be amended,
supplemented, or modified from time-to-time) (the "Reorganization Plan"), and
was duly adopted pursuant to Sections 242, 245, and 303 of the General
Corporation Law of the State of Delaware (the "DGCL"). The Reorganization Plan
was confirmed on October 31, 2001, by the United States Bankruptcy Court for the
District of Delaware. The text of the Certificate of Incorporation is hereby
restated and amended to read in its entirety as follows:

                                    ARTICLE I
                                    ---------

        The name of this Corporation is Advanced Radio Telecom Corp.

                                   ARTICLE II
                                   ----------

        The registered office of this Corporation in the State of Delaware is
located at 1209 Orange Street, County of new Castle, City of Wilmington, DE
19801. The name of its registered agent at such address is The Corporation Trust
Company.

                                   ARTICLE III
                                   -----------

        The purpose of this Corporation is to engage in any lawful act or
activity for which corporations may be organized under the DGCL.

                                   ARTICLE IV
                                   ----------

        The total number of shares of stock that this Corporation shall have
authority to issue is 50,000,000 shares of Common Stock, $.001 par value per
share ("Common Stock"). The number of authorized shares of Common Stock may be
increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the
outstanding capital stock of the Corporation entitled to vote, irrespective of
the provisions of Section 242(bX2) of the DGCL.

                                                              STATE OF DELAWARE
                                                             SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                      FILED 12:30 PM 12/27/2001
                                                            010675912 - 2348373

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                                   ARTICLE V
                                   ---------

        The holders of the shares of Common Stock shall be entitled to one (1)
vote per share on all issues submitted to stockholders entitled to vote thereon.
The Corporation shall not issue any nonvoting equity securities to the extent
prohibited by section 1123 of title 11 of the United States Code (the
"Bankruptcy Code") as in effect on the effective date of the Reorganization
Plan; provided, however, that this Article V (a) will have no further force and
effect beyond that required under section 1123 of the Bankruptcy Code, (b) will
have such force and effect, if any, only for so long as such section of the
Bankruptcy Code is in effect and applicable to the Corporation, and (c) in all
events may be amended or eliminated in accordance with such applicable law as
from time-to-time may be in effect.

                                   ARTICLE VI
                                   ----------

        This Corporation shall have a perpetual existence.

                                  ARTICLE VII
                                  -----------

        In furtherance of, and not in limitation of, the powers conferred
by statute, the Board of Directors is expressly authorized to adopt, amend or
repeal from time to time the By-Laws of this Corporation, subject to the right
of the stockholders entitled to vote with respect thereto to alter and repeal
the By-Laws adopted or amended by the Board of Directors.

                                  ARTICLE VIII
                                  ------------

        Except to the extent that the DGCL prohibits the elimination of or any
limitation on, the liability of directors for breaches of fiduciary duty, no
director of the Corporation shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty as a
director, notwithstanding any provision of law imposing such liability.  No
amendment to, or repeal of, this Article shall apply to, or have any effect on,
the liability or alleged liability of any director of the Corporation or with
respect to any acts or omissions of such director occurring prior to such
amendment or repeal.

                                   ARTICLE IX
                                   ----------

1.      Indemnification.  The Corporation shall, to the maximum extent permitted
        ---------------
under the DGCL, and, except as set forth below, indemnify and, upon request,
advance expenses to, each person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was, or has agreed to become, a director or officer of the
Corporation or is or was serving, or has agreed to serve, at the request of the
Corporation, as a director, officer or trustee of, or in a similar capacity
with, another corporation, partnership, joint venture, trust or other
enterprise, including any employee benefit plan (all such persons being referred
to hereafter as an "Indemnitee"), or by reason of any action alleged to have
been taken or omitted in such capacity, against all expenses (including
attorneys' fees), judgments, fines, penalties and amounts paid in settlement
actually and reasonably incurred by him, or on his behalf, in connection with
such action, suit or proceeding and any appeal therefrom, if he acted

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in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. Notwithstanding anything to the contrary in this Article, the
Corporation shall not indemnify an Indemnitee seeking indemnification in
connection with any action, suit, proceeding, claim or counterclaim, or part
thereof, initiated by the Indemnitee unless the initiation thereof was approved
by the Board of Directors of the Corporation.

2.   Determination of Entitlement to Indemnification. Any indemnification under
     -----------------------------------------------
paragraph 1 of the Article (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification is proper under the circumstances because such person has either
met the applicable standard of conduct set forth in this Article and that the
amount requested has been actually and reasonable incurred. Such determination
shall be made:

     A.   by the Board of Directors of the Corporation by a majority vote of a
          quorum consisting of directors who were not parties to such action,
          suit or proceeding; or

     B.   if such a quorum is not obtainable, or even if obtainable, a quorum of
          disinterested directors so directs, by independent legal counsel in a
          written opinion; or

     C.   by the majority holders of the Common Stock.

3.   Advance of Expenses. Notwithstanding any other provisions, this Certificate
     -------------------
of Incorporation, the By-Laws of the Corporation, or any agreement, vote of
stockholders or disinterested directors, or arrangement to the contrary, the
Corporation shall advance payment of expenses incurred by an Indemnitee in
advance of the final disposition of any matter only upon receipt of an
undertaking by or on behalf of the Indemnitee to repay all amounts so advanced
in the event that it shall ultimately be determined that the Indemnitee is not
entitled to be indemnified by the Corporation as authorized in this Article.
Such undertaking may be accepted without reference to the financial ability of
the Indemnitee to make such repayment.

4.   Subsequent Amendment. No amendment, termination or repeal of this Article
     --------------------
or of the relevant provisions of the DGCL or any other applicable laws shall
affect or diminish in any way the rights of any Indemnitee to indemnification
under the provisions hereof with respect to any action, suit, proceeding or
investigation arising out of or relating to any actions, transactions or facts
occurring prior to the final adoption of such amendment, termination or repeal.

5.   Other Rights. This Corporation may, to the extent authorized from time to
     ------------
time by its board of directors, grant indemnification rights to other employees
or agents of the Corporation or other persons serving the Corporation and such
rights may be equivalent to, or greater or less than, those set forth in this
Article.

6.   Merger or Consolidation. If this Corporation is merged into, or
     -----------------------
consolidated with, another corporation and the Corporation is not the surviving
corporation, the surviving corporation shall assume the obligations of the
Corporation under this Article with respect to any

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action, suit, proceeding or investigation arising out of, or relating to, any
actions, transactions or facts occurring prior to the date of such merger or
consolidation.

7.   Savings Clause. If this Article or any portion hereof shall be invalidated
     --------------
on any ground by any court of competent jurisdiction, then the Corporation shall
nevertheless indemnify each Indemnitee as to any expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement in connection with any
action, suit, proceeding or investigation, whether civil, criminal or
administrative, including an action by, or in the right of, the Corporation, to
the fullest extent permitted by any applicable portion of this Article that
shall not have been invalidated and to the fullest extent permitted by
applicable law.

8.   Scope of Article. Indemnification and advancement of expenses, as
     ----------------
authorized by the preceding provisions of this Article, shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in an
official capacity and as to action in another capacity while holding such
office. The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be an authorized
representative and shall inure to the benefits of the heirs, executors and
administrators of such a person.

9.   Insurance. The Corporation may purchase and maintain insurance on behalf of
     ---------
any person who is or was a director, officer, trustee, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, trustee, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against the person and incurred by the person in any such capacity, or
arising out of his or her status as such, whether or not the Corporation would
have the power or the obligation to indemnify such person against such liability
under the provisions of this Article.

                                   ARTICLE X
                                   ---------

     Subject to the limitations contained in Articles VIII and IX, the
Corporation reserves the right to amend, alter, change or repeal any provision
contained in this Certificate of Incorporation, in the manner now or hereafter
prescribed by statute and this Certificate of Incorporation, and all rights
conferred upon stockholders herein are granted subject to this reservation.

                                   ARTICLE XI
                                   ----------

     Elections of directors need not be by written ballot except as, and to the
extent, provided in the By-Laws of the Corporation.

                                  ARTICLE XII
                                  -----------

     The books of this Corporation may, subject to any stationary requirements,
be kept outside the State of Delaware as may be designated by the Board of
Directors or in the By-Laws of this Corporation.

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        IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
affixed hereto and this Amended and Restated Certificate of Incorporation to be
signed by its President this 20/th/ day of December, 2001.

                                        ADVANCED RADIO TELECOM CORP.

                                        By: /s/ Thomas M. Walker
                                            -------------------------
                                            Thomas M. Walker