EXHIBIT 3.1

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                          EMERGING COMMUNICATIONS, INC.

                                    * * * * *



     The present name of the corporation is Emerging Communications, Inc. (the
"Corporation"). The corporation was incorporated under that name by the filing
of its original Certificate of Incorporation with the Secretary of State of the
State of Delaware on March 17, 1997. This Restated Certificate of Incorporation
of the Corporation, which both restates and further amends the provisions of the
Corporation's Certificate of Incorporation, was duly adopted in accordance with
the provisions of Sections 228, 242 and 245 of the General Corporation Law of
the State of Delaware. The Corporation's board of directors (the "Board of
Directors") adopted a resolution approving the following amendments to and
restatement of the Certificate of Incorporation of the Corporation. The
Certificate of Incorporation of the Corporation is hereby amended and restated
to read in its entirety as follows:

     FIRST: The name of the Corporation is Emerging Communications, Inc.

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

     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. The Corporation is to have perpetual existence.

     FOURTH: A. The total number of shares of all classes of stock that the
Corporation shall be authorized to issue is 50,000,000 shares, divided into
40,000,000 shares of Common Stock, par value $.01 per share (herein called
"Common Stock"), and 10,000,000 shares of Preferred Stock, par value $.01 per
share (herein called "Preferred Stock").

     B. The Board of Directors is hereby expressly authorized, by resolution or
resolutions thereof, to provide, out of the unissued shares of Preferred Stock,
for series of Preferred Stock and, with respect to each such series, to fix the
number of shares constituting such series and the designation of such series,
the voting powers (if any) of the shares of such series, and the preferences and
relative, participating, optional or other special rights, if any, and any
qualifications, limitations or restrictions thereof, of the shares of such
series. The powers, preferences and relative, participating, optional and other
special rights of each series of Preferred Stock, and the qualifications,
limitations or restrictions thereof, if any, may differ from those of any and
all other series at any time outstanding.

     C. Except as may otherwise be provided in this Restated Certificate of
Incorporation (including any certificate filed with the Secretary of State of
the State of Delaware establishing the terms of a series of Preferred Stock in
accordance with Section B of this Article FOURTH) or by applicable law, each
holder of Common Stock, as such, shall be entitled to one vote for each share of
Common Stock held of record by such holder on all


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matters on which stockholders generally are entitled to vote, and no holder of
any series of Preferred Stock, as such, shall be entitled to any voting powers
in respect thereof. The number of authorized shares of Common Stock and
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 in voting power of the stock of the Corporation entitled to vote
thereon irrespective of the provisions of Section 242(b)(2) of the General
Corporation Law of the State of Delaware (or any successor provision thereto),
and no vote of the holders of either the Common Stock or the Preferred Stock
voting separately as a class shall be required therefor.

     D. Subject to applicable law and the rights, if any, of the holders of any
outstanding series of Preferred Stock, dividends may be declared and paid on the
Common Stock at such times and in such amounts as the Board of Directors in its
discretion shall determine.

     E. Upon the dissolution, liquidation or winding up of the Corporation,
subject to the rights, if any, of the holders of any outstanding series of
Preferred Stock, the holders of the Common Stock shall be entitled to receive
the assets of the Corporation available for distribution to its stockholders
ratably in proportion to the number of shares held by them.

     F. The Corporation shall be entitled to treat the person in whose name any
share of its stock is registered as the owner thereof for all purposes and shall
not be bound to recognize any equitable or other claim to, or interest in, such
share on the part of any other person, whether or not the Corporation shall have
notice thereof, except as expressly provided by applicable law.

     FIFTH: A. The business and affairs of the Corporation shall be managed by
or under the direction of the Board of Directors, consisting of not less than
three nor more than fifteen directors, with the exact number of directors
constituting the entire Board of Directors to be determined from time to time by
resolution adopted by the affirmative vote of a majority of the entire Board of
Directors. For purposes of this Restated Certificate of Incorporation, "the
entire Board of Directors" shall mean the number of directors that would be in
office if there were no vacancies nor any unfilled newly created directorships.

     The Board of Directors shall be divided into three classes--Class I, Class
II and Class III. Each class shall consist, as nearly as may be possible, of
one-third of the number of directors constituting the entire Board of Directors.
Class I directors shall be initially elected for a term expiring at the first
succeeding annual meeting of stockholders following the effectiveness of this
Restated Certificate of Incorporation, Class II directors shall be initially
elected for a term expiring at the second succeeding annual meeting of
stockholders following the effectiveness of this Restated Certificate of
Incorporation, and Class III directors shall be initially elected for a term
expiring at the third succeeding annual meeting of stockholders following the
effectiveness of this Restated Certificate of Incorporation. At each annual
meeting of the stockholders following the effectiveness of this Restated
Certificate of Incorporation, successors to the class of directors whose term
expires at that annual meeting shall be elected for a term expiring at the third
succeeding annual meeting of stockholders. If the number of directors is
changed, any increase or decrease shall be apportioned among the classes so as
to maintain the number of directors in each class as nearly equal as possible,
and any additional director of any class elected to fill a newly created
directorship resulting from an increase in such class shall hold office for a
term that shall coincide with the remaining term of that class, but in no case
shall a decrease in the number of directors shorten the term of any incumbent
director. A director shall hold office until the annual meeting for the year in
which his term expires and until his successor shall be elected and shall
qualify, subject, however, to prior death, resignation, retirement,
disqualification or removal from office. Any vacancy on the Board of Directors
that results from an increase in the number of directors may only be filled and
any other vacancy occurring in the Board of Directors may only be filled by a
majority of the directors then in office, even if less than a quorum, or by a
sole remain-


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ing director. Directors chosen to fill any such vacancy shall hold office for a
term expiring at the annual meeting of stockholders at which the term of office
of the class to which they have been elected expires and until such directors'
successors shall have been duly elected and qualified.

     Notwithstanding the foregoing, whenever the holders of any one or more
series of Preferred Stock shall have the right, voting separately as a class or
series, to elect directors, the election, removal, term of office, filling of
vacancies and other features of such directorships shall be governed by the
terms of this Restated Certificate of Incorporation (including any certificate
filed with the Secretary of State of the State of Delaware establishing the
terms of a series of Preferred Stock in accordance with Section B of Article
FOURTH hereof) applicable thereto, and such directors so elected shall not be
divided into classes pursuant to this Article FIFTH unless expressly provided by
such terms.

     B. The Board of Directors shall be authorized to adopt, make, amend, alter,
change, add to or repeal the By-Laws of the corporation, subject to the power of
the stockholders to amend, alter, change, add to or repeal the By-Laws made by
the Board of Directors.

     C. Unless and except to the extent that the By-Laws of the Corporation
shall so require, the election of the members of the Board of Directors need not
be by written ballot.

     SIXTH: The Corporation does hereby elect not to be governed by the
provisions of Section 203 of the General Corporation Law of the State of
Delaware.

     SEVENTH: A director of the Corporation shall not be personally liable to
the Corporation or its stockholders 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 the law, (iii) under Section 174 of the General Corporation Law of
the State of Delaware, or (iv) for any transaction from which the director
derived an improper personal benefit.

     EIGHTH: A. Each person who was or is a party or is threatened to be made a
party to, or is involved, in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she, or a person of whom he or she is the legal
representative, is or was a director or officer of the Corporation or, while a
director or officer of the Corporation, is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or agent
or in any other capacity while serving as a director, officer, employee or
agent, shall be indemnified and held harmless by the Corporation to the fullest
extent permitted by the laws of the State of Delaware, as the same exists or may
hereafter be amended, against all expense, liability and loss (including
attorneys' fees, judgments, amounts paid in settlement, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) actually and
reasonably incurred or suffered by such person in connection therewith, and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his or her heirs,
executors and administrators. Notwithstanding the preceding sentence, the
Corporation shall be required to indemnify an indemnitee in connection with a
proceeding (or part thereof) commenced by such indemnitee only if the
commencement of such proceeding (or part thereof) by the indemnitee was
authorized by the Board of Directors of the Corporation.


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     B. The Corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any expense, liability or loss
incurred by such person in any such capacity, or arising out of his or her
status as such, whether or not the Corporation would have the power to indemnify
him or her against such liability.

     C. Neither the amendment nor repeal of this Article EIGHTH, nor the
adoption of any provision of this Restated Certificate of Incorporation or the
By-Laws of the Corporation, nor, to the fullest extent permitted by the laws of
the State of Delaware, any modification of law, shall eliminate or reduce the
effect of this Article EIGHTH in respect of any acts or omissions occurring
prior to such amendment, repeal, adoption or modification.

     NINTH: A. Meetings of stockholders may be held within or without the State
of Delaware as the By-Laws may provide. The books of the Corporation may be kept
(subject to any provision contained in the General Corporation Law of the State
of Delaware) outside the State of Delaware at such place or places as may be
designated from time to time by the Board of Directors or in the By-Laws of the
Corporation.

     B. Except as may otherwise be provided in this Restated Certificate of
Incorporation (including any certificate filed with the Secretary of the State
of Delaware establishing the terms of a series of Preferred Stock in accordance
with Section B of Article FOURTH), no action that is required or permitted to be
taken by the stockholders of the Corporation at any annual or special meeting of
stockholders may be effected by written consent of stockholders in lieu of a
meeting of stockholders. Notwithstanding anything contained in this Restated
Certificate of Incorporation to the contrary, the affirmative vote of at least
80 percent in voting power of the then outstanding voting stock of the
Corporation, voting together as a single class, shall be required to amend,
repeal or adopt any provision inconsistent with Section B of this Article NINTH.

     TENTH: Subject to the provisions of this Restated Certificate of
Incorporation and applicable law, the Corporation reserves the right at any time
and from time to time to amend, alter, change or repeal any provision contained
in this Restated Certificate of Incorporation, and any other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted, in the manner now or hereafter prescribed herein or by
applicable law, and all rights, preferences and privileges of whatsoever nature
conferred upon stockholders, directors or any other persons whomsoever by and
pursuant to this Restated Certificate of Incorporation in its present form or as
hereafter amended are granted subject to the right reserved in this Article
TENTH.




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     IN WITNESS WHEREOF, the undersigned has executed this Restated Certificate
of Incorporation this 24th day of December, 1997.

                                   EMERGING COMMUNICATIONS, INC.


                                   By:  /s/ Jeffrey J. Prosser
                                       --------------------------------------
                                       Name:   Jeffrey J. Prosser
                                       Office: Chief Executive Officer and
                                                 Secretary