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                                                                    Exhibit 3(1)


                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                            STRATOSPHERE CORPORATION

         Pursuant to the provisions of Section 303 of the General Corporation
Law of the State of Delaware (the "DGCL"), Stratosphere Corporation, a Delaware
corporation (the "Corporation"), does hereby certify as follows:

1.       The name of the corporation is Stratosphere Corporation.

2.       The original certificate of incorporation of the Corporation was filed
in the office of the Secretary of State of the State of Delaware (the
"Secretary") on January 14, 1993, under the name Stratosphere Tower & Casino
Corporation. An amendment changing the Corporation's name to Stratosphere
Corporation was filed on February 12, 1993 in the office of the Secretary.

3.       The Corporation filed for bankruptcy protection on January 27, 1997. By
order docketed on June 9, 1998, the United States Bankruptcy Court for the
District of Nevada in Case Nos. 97-20554-GWZ and 97-20555-GWZ confirmed a plan
of reorganization of the Corporation and a subsidiary thereof (the "Plan"),
pursuant to Chapter 11 of Title 11 of the United States Code (the "Bankruptcy
Code").

4.       Section 303 of the DGCL provides that, among other things, any
corporation incorporated under the DGCL may, pursuant to a plan of
reorganization which has been confirmed by a court of competent jurisdiction,
alter or amend its bylaws, reconstitute its board of directors, appoint
directors and officers and amend its certificate of incorporation without any
further action by its directors or stockholders.

5.       The Plan provides for the amendment and restatement of the
Corporation's certificate of incorporation as set forth below.

6.       The Plan provides for the adoption of the Amended and Restated Bylaws
of the Corporation.

7.       The Plan provides for the designation of the initial directors of the
Corporation who shall be:

         Carl C. Icahn

         John P. Saldarelli

         Daniel Cassella

         Robert J. Mitchell

         Martin Hirsch


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8.       The Plan provides for the designation of the initial officers of the
Corporation who shall be:

         Chairman of the Board:                         Carl C. Icahn

         Chief Executive Officer:                       Daniel Cassella

         President/Chief Operating Officer:             Daniel Cassella

         Secretary:                                     Thomas A. Lettero

         Chief Financial Officer/Treasurer:             Thomas A. Lettero

9.       Pursuant to the Plan, the text of the Corporation's certificate of
incorporation is hereby amended and restated to read as follows:

                                    ARTICLE I

         The name of the corporation is Stratosphere Corporation (the
"Corporation").

                                   ARTICLE II

         The address of the Corporation's registered office in the State of
Delaware, County of New Castle is 1209 Orange Street, Wilmington, Delaware
19801. The name of its registered agent at such address is The Corporation Trust
Company.

                                   ARTICLE III

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

                                   ARTICLE IV

         Section 1. Authorized Capital Stock. The total number of shares of all
classes of stock which the Corporation shall have authority to issue is thirteen
million (13,000,000) shares, consisting of ten million (10,000,000) shares of
Common Stock, par value one cent ($.01) per share (the "Common Stock"), and
three million (3,000,000) shares of Preferred Stock, par value one cent ($.01)
per share (the "Preferred Stock"). The Board of Directors of the Corporation
(the "Board") is authorized, subject to any limitations prescribed by law, to
provide for the issuance of shares of Preferred Stock in series, and by filing a
certificate pursuant to the applicable law of the State of Delaware (such
certificate being hereinafter referred to as a "Preferred Stock Designation"),
to establish from time to time the number of shares to be included in each such
series, and to fix the designation, powers, preferences and rights of the shares
of each such series and any qualifications, limitations or restrictions thereof.
The number of authorized shares of Preferred 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 Common Stock, without a 

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vote of the holders of the Preferred Stock, or of any series thereof, unless a
vote of any such holders is required pursuant to the terms of any Preferred
Stock Designation.

         Section 2. Voting. Each holder of Common Stock shall be entitled to one
vote for each share of Common Stock held of record by such holder. Each holder
of Preferred Stock shall be entitled to vote such Preferred Stock in the manner
provided for in the Preferred Stock Designation relating thereto. Elections of
directors need not be by written ballot unless the Bylaws of the Corporation
(the "Bylaws") so provide.

         Section 3. Nonvoting Equity Securities. The Corporation will not issue
nonvoting equity securities to the extent that such issuance is prohibited by
Section 1123 of the Bankruptcy Code as in effect on the effective date of the
Plan; provided, however, that this Section 3 of Article IV (a) shall 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 is in effect and applicable to the Corporation, and (c) in all
events may be amended or eliminated in accordance with applicable law as from
time to time in effect.

                                    ARTICLE V

         The number of directors of the Corporation shall be fixed by the
Bylaws.

                                   ARTICLE VI

         Section 1. Transactions with Interested Stockholders. If at any time
there exists an Interested Stockholder (as defined herein), the Corporation
shall not engage in any Restricted Transaction (as defined herein) with such
Interested Stockholder unless, at or prior to the consummation thereof, the
Corporation shall have obtained a written opinion from a nationally recognized
investment banking firm to the effect that such Restricted Transaction is fair
to the stockholders of the Corporation, such opinion to be in a form customarily
delivered by investment banking firms in transactions of a similar nature.

         Section 2.  Certain Definitions.  As used in this Article VI:

         a)   "Affiliate" means a Person that directly, or indirectly through
              one or more intermediaries, controls, is controlled by or is
              under common control with another Person.

         b)   "Associate," when used to indicate a relationship with any Person,
              means: (i) any corporation, partnership, unincorporated
              association or other entity of which such Person is a director,
              officer or partner or is directly or indirectly the Owner of
              fifteen percent (15%) or more of any class of Voting Stock; (ii)
              any trust or other estate in which such Person has at least a
              fifteen percent (15%) beneficial interest or as to which such
              Person serves as trustee or in a similar fiduciary capacity; and
              (iii) any relative or spouse of such Person, or any relative of
              such spouse, who has the same residence as such Person.

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c)       "Control," including the terms "controlling," "controlled by" and
         "under common control with," means the possession, directly or
         indirectly, of the power to direct or cause the direction of the
         management and policies of a Person, whether through the ownership of
         Voting Stock, by contract or otherwise. A Person who is the Owner of
         fifteen percent (15%) or more of the outstanding Voting Stock of any
         corporation, partnership, unincorporated association or other entity
         shall be presumed for purposes of this Article VI to have control of
         such entity.

d)       "Interested Stockholder" means (i) any Person (other than the
         Corporation and any direct or indirect majority-owned subsidiary of the
         Corporation) that is the Owner of fifteen percent (15%) or more of the
         outstanding Common Stock and (ii) the Affiliates and Associates of any
         Person determined to be an Interested Stockholder under clause (i) of
         this paragraph.

e)       "Owner," including the terms "Own" and "Owned," when used with respect
         to any Stock, means a Person that individually or with or through any
         of its Affiliates or Associates: (i) beneficially owns such Stock,
         directly or indirectly; (ii) has (A) the right to acquire beneficial
         ownership of such Stock (whether such right is exercisable immediately
         or only after the passage of time) pursuant to any agreement,
         arrangement or understanding, or upon the exercise of conversion
         rights, exchange rights, warrants or options or otherwise; provided,
         however, that a Person shall not be deemed the Owner of Stock tendered
         pursuant to a tender or exchange offer made by such Person or any of
         such Person's Affiliates or Associates until such tendered Stock is
         accepted for purchase or exchange or (B) the right to vote such Stock
         pursuant to any agreement, arrangement or understanding; provided,
         however, that a Person shall not be deemed the Owner of any Stock
         because of such Person's right to vote such Stock if the agreement,
         arrangement or understanding to vote such Stock arises solely from a
         revocable proxy or consent given in response to a proxy or consent
         solicitation made to all holders of a class or series of such Stock; or
         (iii) has any agreement, arrangement or understanding for the purpose
         of acquiring, holding, voting (except voting pursuant to a revocable
         proxy or consent as described in item (B) of subparagraph (ii) of this
         paragraph) or disposing of such Stock with any other Person that
         beneficially owns, or whose Affiliates or Associates beneficially own,
         directly or indirectly, such Stock.

f)       "Person" means any individual, corporation, partnership, trust, estate,
         unincorporated association or other entity.

g)       "Restricted Transaction" means:

         i)       any merger or consolidation of the Corporation or any direct
                  or indirect majority-owned subsidiary of the Corporation with
                  an Interested Stockholder;

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         ii)      any sale, lease, exchange, mortgage, pledge, transfer or other
                  disposition (in one transaction or a series of transactions),
                  except proportionately as a stockholder of the Corporation, to
                  or with an Interested Stockholder, whether as part of a
                  dissolution or otherwise, of assets (of any nature whatsoever)
                  of the Corporation or of any direct or indirect majority-owned
                  subsidiary of the Corporation which assets have an aggregate
                  market value of more than $10,000;

         iii)     any purchase, lease, exchange, transfer or other acquisition
                  (in one transaction or in a series of transactions) from or
                  with an Interested Stockholder of assets (of any nature
                  whatsoever) of the Interested Stockholder which assets have an
                  aggregate market value of more than $10,000;

         iv)      any transaction which results in the issuance or transfer by
                  the Corporation or by any direct or indirect majority-owned
                  subsidiary of the Corporation to an Interested Stockholder of
                  any Stock of the Corporation or of such subsidiary or any
                  security convertible into or exchangeable for any Stock of the
                  Corporation or of such subsidiary, except (A) pursuant to (x)
                  a dividend or distribution declared by a majority of the Board
                  and paid or made pro rata to all holders of Common Stock, (y)
                  an exchange offer by the Corporation to purchase Common Stock
                  made on the same terms to all holders of Common Stock or (z)
                  the exercise, exchange or conversion of securities exercisable
                  for, exchangeable for or convertible into, Common Stock which
                  securities are distributed pro rata to all holders of Common
                  Stock;

         v)       any other transaction involving the Corporation or any direct
                  or indirect majority-owned subsidiary of the Corporation which
                  has the effect, directly or indirectly, of increasing the
                  proportionate ownership of an Interested Stockholder of any
                  class or series of Stock of the Corporation or any direct or
                  indirect majority-owned subsidiary of the Corporation;

         vi)      any purchase or other acquisition by the Corporation or any
                  direct or indirect majority-owned subsidiary of the
                  Corporation of any goods or services from an Interested
                  Stockholder, except for purchases or acquisitions (A) made in
                  the ordinary course of business of the Corporation or such
                  subsidiary on terms and conditions that are no less favorable
                  to the Corporation or such subsidiary than the Corporation or
                  such subsidiary would be able to obtain in an arm's length
                  transaction with an unrelated third party and (B) involving
                  less than $10,000;

         vii)     any sale or other transfer or provision by the Corporation or
                  any direct or indirect majority-owned subsidiary of the
                  Corporation of any goods or services to an Interested
                  Stockholder, except for sales, transfers and

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               provisions (A) made in the ordinary course of business of the
               Corporation or such subsidiary on terms and conditions that are
               no less favorable to the Corporation or such subsidiary than the
               Corporation or such subsidiary would be able to obtain in an
               arms' length transaction with an unrelated third party and (B)
               involving less than $10,000; or

         viii) any receipt by an Interested Stockholder, directly or indirectly,
               except proportionately as a stockholder of the Corporation, of
               the benefit of any loans, advances, guarantees, pledges, tax
               benefits or other financial benefits provided by or through the
               Corporation or any direct or indirect majority-owned subsidiary
               of the Corporation or any other transaction by an Interested
               Stockholder with the Corporation or any direct or indirect
               majority-owned subsidiary of the Corporation (other than those
               expressly permitted in the foregoing provisions of this Section
               2(g) of Article VI).

h)       "Stock" means, with respect to any corporation, capital stock, and with
         respect to any other entity, any equity interest.

i)       "Voting Stock" means, with respect to any corporation, Stock of any
         class or series entitled to vote generally in the election of
         directors, and with respect to any entity that is not a corporation,
         any equity interest entitled to vote generally in the election of the
         governing body of such entity.

         Section 3. Not Exclusive. The restrictions set forth in this Article VI
shall be in addition to, and shall not in any manner affect, any other
restrictions imposed by the DGCL or other applicable law.

         Section 4. Amendment of this Article VI. Notwithstanding anything
contained in this Certificate of Incorporation to the contrary, the affirmative
vote of the holders of at least eighty percent (80%) of the shares of Common
Stock then entitled to vote at an election of directors of the Corporation is
required to amend, repeal, or to adopt any provisions inconsistent with this
Article VI.

                                   ARTICLE VII

         The Board may make, amend and repeal the Bylaws. Any Bylaw made by the
Board under the powers conferred hereby may be amended or repealed by the Board
(except as specified in any such Bylaws so made or amended) or by the
stockholders in the manner provided in the Bylaws. The Corporation may in its
Bylaws confer powers upon the Board in addition to the foregoing and in addition
to the powers and authorities expressly conferred upon the Board by applicable
law.

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                                  ARTICLE VIII

                            LIABILITY/INDEMNIFICATION

         Section 1. Limitation of Personal Liability. To the full extent
permitted by the DGCL or any other applicable law currently or hereafter in
effect, no director of the Corporation will be personally liable to the
Corporation or its stockholders for or with respect to any acts or omissions in
the performance of his or her duties as a director of the Corporation. Any
repeal or modification of this Section 1 of Article VIII will not adversely
affect any right or protection of a director of the Corporation existing prior
to such repeal or modification.

         Section 2. Indemnification. Each person who is or was or had agreed to
become a director or officer of the Corporation, and to each such person who is
or was serving or who had agreed to serve at the request of the Board or an
officer of the Corporation as an employee or agent of the Corporation or as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other entity, whether for profit or not for profit (including
the heirs, executors, administrators, or estate of such person), will be
indemnified by the Corporation to the full extent permitted by the DGCL as
currently or hereafter in effect. Expenses (including attorneys' fees) incurred
by an officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding will be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding to the full
extent permitted by the DGCL as currently or hereinafter in effect. The right of
indemnification and advancement of expenses provided in this Section 2 of
Article VIII will not be exclusive of any other rights to which any person
seeking indemnification or advancement of expenses may otherwise be entitled,
including without limitation, pursuant to any contract approved by the Board.
Without limiting the generality or effect of the foregoing, the Corporation may
adopt Bylaws, or enter into one or more agreements with any person, which
provide for indemnification greater or different than that provided in this
Article VIII or the DGCL. Any amendment or repeal of, or adoption of any
provision inconsistent with, this Section 2 of Article VIII will not adversely
affect any right or protection existing hereunder, or arising out of facts
occurring prior to such amendment, repeal or adoption, and no such amendment,
repeal or adoption will affect the legality, validity or enforceability of any
contract entered into or right granted prior to the effective date of such
amendment, repeal or adoption.

         This Amended and Restated Certificate of Incorporation will be
effective on the date of its filing with the Secretary of State of the State of
Delaware.

         Executed this ___ day of October, 1998.

                                               ---------------------------------
                                               Thomas A. Lettero, Secretary


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STATE OF NEVADA            )
                           )       ss.
COUNTY OF CLARK            )

         This instrument was acknowledged before me on October , 1998, by Thomas
A. Lettero as Secretary of Stratosphere Corporation.


                                               ---------------------------------
                                                Notary Public



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