AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                           KMC TELECOM HOLDINGS, INC.

          FIRST: The name of the Corporation is KMC Telecom Holdings, Inc.

          SECOND:  The  address of the  Corporation's  registered  office in the
State of Delaware is The Corporation  Trust Company,  1209 Orange Street, in the
City of Wilmington, County of New Castle.

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

          FOURTH:

          A. AUTHORIZED CAPITAL STOCK.

          The total  number of shares of all classes of capital  stock which the
Corporation shall have the authority to issue is 4,128,800 shares, consisting of
3,000,000  shares of Common  Stock with a par value of $0.01 per share  ("Common
Stock") and  1,128,000  shares of Preferred  Stock with a par value of $0.01 per
share ("Preferred  Stock").  The Preferred Stock may be issued from time to time
in one or more series.  The Board of Directors  is hereby  authorized  to fix or
alter by resolution or resolutions,  the designations,  preferences and relative
participating,  optional,  or other special  rights of the shares of each series
and the qualifications, limitations, or restrictions thereon, including, but not
limited to,  determination  of the dividend rights,  dividend rates,  conversion
rights,  voting rights,  rights in terms of redemption  (including  sinking fund
provisions),  redemption  price or prices  and  liquidation  preferences  of any
wholly unissued series of Preferred Stock and the number of shares  constituting
any such series and the  designation  thereof of any of them; and to increase or
decrease  the number of shares of any series  subsequent  to the issue of shares
then  outstanding.  In case the  number  of  shares  of any  series  shall be so
decreased,  the shares  constituting such decrease shall resume the status which
they had prior to the adoption of the resolution originally fixing the number of
shares in such series.

          B. COMMON STOCK.

          1. GENERAL. The voting, dividend and liquidation rights of the holders
of the Common Stock are subject to and qualified by the rights of the holders of
the Preferred Stock.

          2.  DIVIDENDS.  Dividends may be declared and paid on the Common Stock
from funds lawfully  available  therefor as and when  determined by the Board of
Directors  and  subject  to  any  preferential   dividend  rights  of  any  then
outstanding Preferred Stock.

          3.  DISSOLUTION,  LIQUIDATION  OR  WINDING  UP.  In the  event  of any
dissolution,  liquidation  or  winding  up of the  affairs  of the  Corporation,
whether  voluntary or involuntary,  each issued and outstanding  share of Common
Stock shall  entitle the holder  thereof to receive an equal  portion of the net
assets of the Corporation available for distribution to holders of Common Stock,
subject to any preferential rights of any then outstanding Preferred Stock.

          4.  VOTING  RIGHTS.  Except  as  otherwise  required  by law  or  this
Certificate of Incorporation, each holder of Common Stock shall have one vote in
respect of each share of stock held by such holder of record on the books of the
Corporation for the election of directors and on all matters submitted to a vote
of stockholders of the Corporation.

          C. PREFERRED STOCK.

          The  Preferred  Stock may be  issued  from time to time in one or more
series.  The Board of Directors of the  Corporation  is expressly  authorized to
provide  for the issue of all or any of the  remaining  shares of the  Preferred
Stock in one or more series, and to fix the number of shares and to determine or
alter for each such series,  such voting powers,  full or limited,  or no voting
powers,  and  such  designations,   preferences,  and  relative,  participating,
optional, or other rights and such qualifications,  limitations, or restrictions
thereof,  as shall be stated and  expressed  in any  resolution  or  resolutions
adopted by the Board of Directors  providing for the issue of such shares and as
may be permitted by the General Corporation Law of the State of Delaware.

          FIFTH: Elections of directors need not be by ballot unless the By-Laws
of the Corporation shall so provide.

          SIXTH:  The Board of Directors of the Corporation may make By-Laws and
from time to time may alter, amend or repeal By-Laws.

          SEVENTH:  A director of the corporation shall not be personally liable
to the  corporation  or its  shareholders  for  monetary  damages  for breach of
fiduciary  duty as a  director  except for  liability  (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation  of law,  (iii)  under  Section 174 of the  Delaware  General
Corporation Law, or (iv) for any transaction form which the director derived any
improper personal benefit.  No amendment or repeal of this provision shall apply
to or have any effect on the liability or alleged  liability of any director for
or with  respect to any acts or omissions of such  director  occurring  prior to
such amendment or repeal.

          EIGHTH:

          Section 1. POWERS OF DIRECTORS. The property,  business and affairs of
the Corporation  shall be managed and controlled by its Board of Directors.  The
Board may  exercise all of the powers of the  Corporation  except such as are by
law, the Certificate of Incorporation or the By-Laws  conferred upon or reserved
to the stockholders.

          Section  2.  NUMBER  AND  TERM OF  OFFICE.  The  number  of  directors
constituting  the entire Board of Directors  shall not be less than six nor more
than  nine.  The  number  of  directors  shall  be  fixed  from  time to time by
resolution of the Board of Directors.

          Section 3. RESIGNATIONS.  Any director or member of a committee of the
Board may resign at any time.  Such  resignation  shall be made in  writing  and
shall take effect at the time specified therein, and if no time is specified, at
the  time of its  receipt  by the  Chairman  of the  Board,  if one is  elected,
President or Secretary.  The acceptance of a resignation  shall not be necessary
to make it effective.

          Section 4. REMOVAL.  Any director or the entire Board of Directors may
be removed  either for or without cause at any time by the  affirmative  vote of
the holders of a majority of all of the shares of stock outstanding and entitled
to vote for the  election  of  directors  at any  annual or  special  meeting of
stockholders  called for that purpose.  Vacancies  thus created may be filled at
the  meeting  held for the  purpose  of  removal  by the  affirmative  vote of a
majority  of the  stockholders  entitled  to vote  for  directors,  or if not so
filled, by the directors as provided in Section 5 below.

          Section 5. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Vacancies in the
office of any director or member of a committee  of the Board of  Directors  and
newly  created  directorships  may be filled by a majority vote of the remaining
directors  in the  office.  Any  director  so chosen  shall hold  office for the
unexpired term of his  predecessor  and until his successor shall be elected and
qualified or until his earlier  resignation or removal.  However,  the directors
may not fill the  vacancy  created  by removal of a  director  by  electing  the
director so removed.

          Section  6.  PLACE OF  MEETING.  The Board of  Directors  may hold its
meetings  at such places and times as the Board of  Directors  from time to time
shall determine.

          Section 7.  REGULAR  MEETINGS.  No notice  shall be  required  for any
regular meeting of the Board of Directors;  however, if the item or place of any
regular  meeting  shall be changed,  notice  shall be given to each  Director at
least two days before the meeting.

          Section  8.  SPECIAL  MEETINGS.  Special  meetings  of  the  Board  of
Directors shall be called by the Chairman of the Board,  if one is elected,  the
President or by the  Secretary on the written  request of any two  directors and
shall be held at such place as may be determined by the directors or as shall be
stated in the notice of the meeting.

          Section 9. QUORUM,  VOTING AND  ADJOURNMENT.  A majority of the entire
Board of Directors of any committee of the Board of Directors shall constitute a
quorum for the  transaction of business at any meeting of the Board of Directors
or committee  thereof.  The vote of the majority of the directors present at any
meeting  of the Board of  Directors  or  committee  at which a quorum is present
shall be the act of the Board of  Directors or  committee.  If at any meeting of
the Board or committee there is less than a quorum present,  a majority of those
present may adjourn the meeting from time to time.

          Section  10.  ORGANIZATION.  The  Chairman  of  the  Board,  if one is
elected, or, in his absence or the vacancy of such office, the President,  shall
preside  at all  meetings  of the  Board of  Directors.  In the  absence  of the
Chairman  of the Board and the  President,  a  Chairman  shall be elected by the
Directors  present.  The Secretary of the Corporation  shall act as Secretary of
all meetings of the Directors. In the absence of the Secretary, the Chairman may
appoint any person to act as Secretary of the meeting.

          Section 11.  COMMITTEES.  The Board of  Directors  may, by  resolution
passed by a  majority  of the  Board,  designate  one or more  committees,  each
committee  to consist of one or more of the  directors of the  Corporation.  The
Board may designate one or more directors as alternate members of any committee,
to replace any absent or disqualified member of any meeting of the committee. In
the  absence  or  disqualification  of a member of a  committee,  the  member or
members thereof present at any meeting and not disqualified from voting, whether
or not they constitute a quorum,  may unanimously  appoint another member of the
Board of  Directors  to act at the  meeting  in the place of any such  absent or
disqualified  member. Any such committee,  to the extent specified by resolution
of the Board,  shall have and may exercise  all the powers and  authority of the
Board of  Directors  in the  management  of the  business and the affairs of the
Corporation,  and may authorize the seal of the Corporation to be affixed to all
papers  which may  require  it;  but no such  committee  shall have the power or
authority  to amend the  Certificate  of  Incorporation,  adopt an  agreement of
merger or  consolidation,  recommend  to the  stockholders  the  sale,  lease or
exchange of all or substantially all of the  Corporation's  property and assets,
recommend to the  stockholders a dissolution of the  Corporation or a revocation
of a dissolution, or amend the By-Laws; and unless otherwise expressly provided,
no such committee  shall have the power or authority to declare a dividend or to
authorize the issuance of stock.

          Section 12. CONFERENCE TELEPHONE MEETINGS. Unless otherwise restricted
by the Certificate of Incorporation or by the By-Laws,  the members of the Board
of Directors or any committee thereof, may participate in a meeting of the Board
or  committee,  by means  of  conference  telephone  or  similar  communications
equipment  by means of which all persons  participating  in the meeting can hear
each other, and such participation  shall constitute  presence in person at such
meeting.

          Section 13. ACTION WITHOUT A MEETING. Any action required or permitted
to be taken at any meeting of the Board of Directors,  or any committee thereof,
may be taken without a meeting if all members of the Board or committee,  as the
case may be, consent thereto in writing.

          Section 14.  COMPENSATION.  Directors shall be entitled to receive and
be paid for their  services of such  compensation  as the Board of Directors may
determine.  Any director may serve the  Corporation  in any other capacity as an
officer, agent or otherwise, and receive compensation therefor.

          Section 15. SPECIAL CLASSIFICATION PROVISIONS.

          (a)  Notwithstanding   anything  to  the  contrary  in  the  preceding
provisions of this Article  EIGHTH,  (but subject to such  requirements  as may,
from  time to time,  be  specified  in the  terms of any  outstanding  series of
Preferred  Stock),  the  provisions  of this Section 15 shall govern the number,
election and removal of the members of the Board of Directors and any committees
thereof  (and  the  filling  of  vacancies  on the  Board of  Directors  and any
committees  thereof) until such time as the aggregate number of shares of Common
Stock that are  outstanding and owned by Nassau Capital  Partners,  L.P. and its
affiliates  ("Nassau")  or subject to issuance upon  conversion  of  outstanding
shares of Preferred  Stock ("Nassau  Common Stock") ceases to represent at least
five percent of the  aggregate  number of  outstanding  shares of all classes of
Common Stock on a fully converted basis.

          (b) The number of directors constituting the entire Board of Directors
shall be six or such greater number (not exceeding nine), or such greater number
as may be required, from time to time, by the terms of any outstanding series of
Preferred  Stock as shall be specified in a resolution of the Board of Directors
approved by the Board of  Directors;  PROVIDED that so long as there shall be at
least one Kamine Director (as hereinafter defined),  the affirmative vote of the
Kamine  Directors shall be required,  and so long as there shall be at least one
Nassau Director (as  hereinafter  defined),  the affirmative  vote of the Nassau
Directors shall be required.

          (c) Subject to the provisions of paragraph (h), three of the directors
of the Corporation (the "Kamine Directors") shall be elected by Harold N. Kamine
and his affiliates  ("Kamine") voting their Common Stock ("Kamine Common Stock")
separately as a class;  provided that one of the Kamine  Directors  shall be the
President and Chief Executive  Officer of the Corporation,  elected from time to
time  pursuant  to  Article IV of the  By-Laws.  Subject  to the  provisions  of
paragraph  (h),  three  of  the  directors  of  the  Corporation   (the  "Nassau
Directors")  shall  be  elected  by  holders  of  Nassau  Common  Stock,  voting
separately  as a class.  Subject to the  provisions of paragraph (h) and to such
requirements  as may,  from  time to  time,  be  specified  in the  terms of any
outstanding series of Preferred Stock, any other directors of the Corporation to
be elected  shall be elected by holders of Kamine Common Stock and Nassau Common
Stock voting together as a single class.

          (d) No Kamine  Director may be removed,  whether for or without cause,
except by the affirmative  vote of a majority in voting power of the outstanding
shares of Kamine Common Stock voting  separately as a class.  No Nassau Director
may be removed,  whether for or without cause, except by the affirmative vote of
a majority in voting  power of the  outstanding  shares of Nassau  Common  Stock
voting as a separate class.

          (e) If as a result of death, removal or resignation, any vacancy shall
exist among the Kamine Directors or Nassau  Directors,  as the case may be, such
vacancy  shall be filled by the holders of Kamine  Common Stock or Nassau Common
Stock, respectively, voting as a separate class.

          (f) A quorum for the  transaction  of  business  at any meeting of the
Board of  Directors or any  committee  thereof  shall  require the presence of a
majority of the Board of Directors,  including at least one Kamine  Director and
at least one Nassau Director.

          (g) The  members of each  committee  of the Board of  Directors  shall
include an equal number of Kamine Directors and Nassau Directors.

          (h) (1) From and after the date that Nassau and its  affiliates own in
the aggregate Shares  representing  less than two-thirds of the shares of Nassau
Common Stock initially  issued to them,  Nassau shall have the right to elect or
remove only two (2)  directors  for  election or removal (and shall cause one of
the Nassau  Directors  to resign),  (ii) from and after the date that Nassau and
its affiliates own in the aggregate Shares  representing  less than one-third of
the shares of Nassau Common Stock  initially  issued to them,  Nassau shall have
the right to elect or remove only one (1) director  (and shall cause such number
of Nassau Directors to resign such that one Nassau Director remains on the Board
of Directors) and (iii) at such time as Nassau and affiliates  owns less than 5%
of the shares of Nassau  Common Stock  initially  issued them on a fully diluted
basis (taking into account the conversion  prices then in effect),  Nassau shall
not be  entitled  to elect or remove any  directors  (and shall cause all Nassau
Directors to resign).

               (2) Notwithstanding anything herein to the contrary, (i) from and
after  the date that  Kamine  and his  affiliates  own in the  aggregate  Shares
representing  less  than  two-thirds  of  the  shares  of  Kamine  Common  Stock
originally  issued to them,  Kamine shall have the right to elect or remove only
two (2) directors (and shall cause one of the Kamine Directors to resign),  (ii)
from and after the date that  Kamine  and his  affiliates  own in the  aggregate
Shares  representing  less than  one-third of the shares of Kamine  Common Stock
originally  issued to them,  Kamine shall have the right to elect or remove only
one (1) director (and shall cause such number of Kamine Directors to resign such
that one Kamine  Director  remains on the Board of Directors)  and (iii) at such
time as  Kamine  and his  affiliates  own less  than 5% of the  shares of Kamine
Common Stock originally issued to them, Kamine shall not be entitled to elect or
remove any directors (and shall cause all Kamine Directors to resign).

               (3)  If any  director  resigns  pursuant  to  the  provisions  of
paragraphs  (h)(1) and (h)(2),  unless the number of directors  constituting the
entire Board of Directors shall be reduced in accordance with paragraph (b), the
Board of Directors shall fill any vacancy for the unexpired term of the Director
who has resigned and  thereafter the holders of the Common Stock shall elect any
such Director.

          NINTH:  In  addition  to  such  other  voting  requirements  as may be
specified by the General Corporation Law of the State of Delaware,  no provision
of Article  EIGHTH or this  Article  NINTH may be  amended,  altered or repealed
except by  affirmative  vote of a majority in voting power of the Kamine  Common
Stock and  Nassau  Common  Stock (as  defined in Article  EIGHTH),  each  voting
separately as a class.



<PAGE>





                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                           KMC TELECOM HOLDINGS, INC.

                     PURSUANT TO SECTION 242 OF THE GENERAL
                    CORPORATION LAW OF THE STATE OF DELAWARE


          KMC TELECOM HOLDINGS, INC., a corporation organized and existing under
and by  virtue  of  General  Corporation  Laws of the  State  of  Delaware  (the
"CORPORATION"), does hereby certify as follows:

          FIRST: That the name of the Corporation is KMC TELECOM HOLDINGS, INC.

          SECOND: That the original Certificate of Incorporation of the
Corporation  was filed with the  Secretary of State of Delaware on September 17,
1997,  and that an Amended and  Restated  Certificate  of  Incorporation  of the
Corporation  was filed with the  Secretary  of State of the State of Delaware at
12:00 p.m. on September  22, 1997,  and that a  Certificate  of Amendment of the
Amended and Restated  Certificate of  Incorporation of the Corporation was filed
with the  Secretary  of State of the State of Delaware at 10:00 a.m. on November
5, 1997,  and that a  Certificate  of  Amendment  of the  Amended  and  Restated
Certificate of  Incorporation of the Corporation was filed with the Secretary of
State of the State of Delaware  at 9:30 a.m.  on  February  4, 1999,  and that a
Certificate   of  Amendment  of  the  Amended  and   Restated   Certificate   of
Incorporation  of the  Corporation  was filed with the Secretary of State of the
State of Delaware  at 3:30 p.m. on April 30,  1999,  and that a  Certificate  of
Correction  filed to correct the  Certificate  of  Amendment  of the Amended and
Restated  Certificate of  Incorporation  of the  Corporation  was filed with the
Secretary of State of the State of Delaware at 11:45 a.m. on May 6, 1999.

          THIRD:  That the Board of Directors of the  Corporation,  by unanimous
written  consent  in  lieu  of  meeting,   adopted  a  resolution  amending  the
Certificate of Incorporation  and adopting the Amended and Restated  Certificate
of  Incorporation  as set  forth in  Exhibit  A  hereto  as the  Certificate  of
Incorporation  of the  Corporation.  The  stockholders of the  Corporation  duly
approved  the Amended  and  Restated  Certificate  of  Incorporation  by written
consent in accordance  with Sections 228 and 242 of the General  Corporation  of
the State of Delaware.

          IN WITNESS  WHEREOF,  KMC  TELECOM  HOLDINGS,  INC.  has  caused  this
certificate  to be duly  executed  by its  ____________________  this ___ day of
__________, 1999.


                                        KMC TELECOM HOLDINGS, INC



                                        By:___________________________
                                        Name: ________________________
                                        Title:________________________