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                                                                   Exhibit 3.1

                                    RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                                  PC411, INC.

         PC411, Inc., a corporation organized and existing under the laws of
the State of Delaware (the "Corporation"), does hereby certify as follows:

         1. The name of the Corporation is PC411, Inc., which is the name under
which the corporation was originally incorporated. The original Certificate of
Incorporation was filed with the Secretary of State of the State of Delaware on
December 29, 1993.

         2. The provisions of the certificate of incorporation of the
Corporation as heretofore amended and restated, are hereby restated and
integrated into the single instrument which is hereinafter set forth, and which
is entitled Restated Certificate of Incorporation of PC411, Inc. without any
discrepancy between the provisions of the certificate of incorporation as
heretofore amended and supplemented and the provisions of the said single
instrument hereinafter set forth.

         3. The restatement of the restated certificate of incorporation herein
certified has been duly adopted by the stockholders in accordance with the
provisions of Section 228, 242 and of Section 245 of the General Corporation
Law of the State of Delaware.


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                     "RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                  PC411, INC.

         FIRST:   The name of the corporation is PC411, 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. The name of its registered agent at such address is The
Corporation Trust Company.

         THIRD:   The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law.

         FOURTH: (a) AUTHORIZED SHARES. The aggregate number of shares which
the Corporation shall have authority to issue is 30,000,000, of which
25,000,000 shall be shares of Common Stock, par value $.01 per share (the
"Common Stock") and 5,000,000 shall be shares of Preferred Stock, par value
$.01 per share (the "Preferred Stock"). The Preferred Stock may be issued, from
time to time, 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 in the resolutions
adopted by the Board of Directors providing for the issuance of such Preferred
Stock or series thereof; and the Board of Directors is hereby expressly vested
with authority to fix such designations, preferences and relative
participating, optional or other special rights or qualifications, limitations
or restrictions for each series, including, but not by way of limitation, the
power to affix the redemption and liquidation preferences, the rate of
dividends payable and the time for and the priority of payment thereof and to
determine whether such dividends shall be cumulative or not and to provide for
and affix the terms of conversion of such Preferred Stock or any series thereof
into Common Stock of the Corporation and fix the voting power, if any, of
Preferred Stock or any series thereof.

                  No holder of any of the shares of the stock of the
Corporation, whether now or hereafter authorized and issued, shall be entitled
as of right to purchase or subscribe for (1) any unissued stock of any class,
or (2) any additional shares of any class to be issued by reason of any
increase of the authorized capital stock of the corporation of any class, or
(3) bonds, certificates of indebtedness, debentures or other securities
convertible into stock of the corporation, or carrying any right to purchase
stock of any class, but any such unissued stock or such additional authorized
issue of any stock or of other securities convertible into stock, or carrying
any right to purchase stock, may be issued and disposed of pursuant to
resolution of the Board of Directors to such persons, firms, corporations or
associations and upon such terms as may be deemed advisable by the Board of
Directors in the exercise of its discretion.

         FIFTH:   The Corporation is to have perpetual existence.

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         SIXTH:   For the management of the business and for the conduct of the
affairs of the Corporation, and in further definition, limitation and
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:

                  (a) The management of the business and the conduct of the
affairs of the Corporation shall be vested in its Board of Directors. The
number of directors which shall constitute the whole Board of Directors shall
be fixed by, or in the manner provided in, the By-Laws. 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.

                  (b) After the original or other By-Laws of the 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 By-Laws of the Corporation may
be exercised by the Board of Directors of the Corporation.

                  (c) Whenever the Corporation shall be authorized to issue
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 (c)(2) 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 holder thereof to vote
upon the increase or decrease in the number of authorized shares of said class.

         SEVENTH:  The Corporation reserves the right to amend or repeal any
provision contained in this Restated Certificate of Incorporation in the manner
now or hereafter prescribed by the laws of the State of Delaware, and all
rights herein conferred upon stockholders or directors are granted subject to
this reservation.

         EIGHTH:   To the fullest extent permitted by the Delaware General
Corporation Law, no director of the Corporation shall have personal liability
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, provided that nothing in this article will
eliminate or limit the liability of a director (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 from which the director derived an
improper personal benefit. In the event the Delaware General Corporation Law is
amended after the date hereof so as to authorize corporate action further
eliminating or limiting the liability of directors of the Corporation, the
liability of the directors will thereupon be eliminated or limited to the
maximum extent permitted by the Delaware General Corporation Law, as so amended
from time to time.



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         NINTH:    The Corporation will indemnify any person:

                  (a) 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 (other than an action by or in
the right of the Corporation) by reason of the fact that such person 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 expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding if such person acted in good faith and in
a manner he or she 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 or her conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
will not, of itself, create a presumption that the person did not act in good
faith and in a manner which such person reasonably believed to be in or not
opposed to the best interests of the Corporation or, with respect to any
criminal action or proceeding, that the person had reasonable cause to believe
such person's action was unlawful, or

                  (b) who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
the Corporation to procure a judgment in its favor by reason of the fact that
such person 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 expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the best
interests of the Corporation, except that no indemnification will be made in
respect of any claim, issue or matters as to which such person will have been
adjudged to be liable to the Corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought will
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court will deem proper.

                  To the extent that a director, officer, employee or agent of
the Corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in section (a) and (b), or in
defense of any claim, issue or matter therein, such person will be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred
by such person in connection therewith. The rights conferred on any director of
the Corporation under this Article Ninth will inure to the benefit of any
entity that is affiliated with such director and that is a stockholder of the
Corporation.

                  Any indemnification under section (a) and (b) (unless ordered
by a court) will be made by the Corporation only as authorized in the specified
case upon a determination that 




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indemnification of the director, officer, employee or agent is proper in the
circumstances because such person has met the applicable standard of conduct
set forth in section (a) and (b). Such determination will be made (1) by the
board of directors of a majority vote of the quorum consisting of directors who
were not parties to such action, suit or proceeding, or (2) if such quorum is
not obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.

                  Expenses incurred by an officer or director in defending a
civil or criminal action, suit or proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such director or officer to repay
such amount if it will ultimately be determined that such person is not
entitled to be indemnified by the Corporation as authorized in this Article
Ninth. Such expenses incurred by other employees and agents may be so paid upon
such terms and conditions, if any, as the board of directors deems appropriate.

                  The indemnification and advancement of expenses provided by
or granted pursuant to this Article Ninth will not be deemed exclusive of any
other rights to which one seeking indemnification or advancement of expenses
may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office.

                  The Corporation may 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 liability asserted against him
or her and incurred by him or her in such capacity or arising out of his or her
status as such, whether or not the Corporation would have the power to
indemnify such person against such liability under the provisions of this
Article Ninth.

                  For purposes of this Article Ninth, references to "the
Corporation" will include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed
in a consolidation or merger which, if its separate existence had continued,
would have the power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, will stand in the same position under this Article Ninth with
respect to the resulting or surviving corporation as he or she would have with
respect to such constituent corporation if its separate existence had
continued.

                  For purpose of the Article Ninth, references to "other
enterprises" will include employee benefit plans; references to "fines" will
include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the Corporation"
will include any service as a director, officer, employee or agent of the
Corporation that imposes duties on, or involves services by, such director,
officer, employee or agent with

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respect to an employee benefit plan, its participants, or beneficiaries; and a
person who acted in good faith and in a manner such person reasonably believed
to be in the interest of the participants and beneficiaries of an employee
benefit plan will be deemed to have acted in a manner "not opposed to the best
interests of the Corporation" as referred to in this Article Ninth.

                  The indemnification and advancement of expenses provided by,
or granted pursuant to, this Article Ninth will continue as to a person who has
ceased to be a director, officer, employee or agent and will inure to the
benefit of the heirs, executors and administrators of such a person.

         TENTH:   Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
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 this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this 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 this 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 stockholder or class of stockholders of this 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 this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this 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 this Corporation, as the case may be,
and also on this Corporation."

         IN WITNESS WHEREOF, the Corporation has caused this Amended and
Restated Certificate of Incorporation to be executed on its behalf this 12th
day of May, 1997.

                                           PC411, Inc.

                                           By: /s/ Dean R. Eaker
                                               ----------------------------
                                               Dean R. Eaker
                                               President and Chief Executive
                                               Officer


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