<PAGE>
 
                                                                     EXHIBIT 3.1

                               State of Delaware
                                                         PAGE 1
                       Office of the Secretary of State

                         -----------------------------

        I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO 
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED 
CERTIFICATE OF "CORECOMM INCORPORATED", FILED IN THIS OFFICE ON THE THIRTY-FIRST
DAY OF JANUARY, A.D. 1997, AT 8:35 O'CLOCK A.M.

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


          [SEAL APPEARS HERE]          /s/ Edward J. Freel
                                       --------------------------------------
                                       Edward J. Freel, Secretary of State

2705605   8100                         AUTHENTICATION:  8310649

971033190                                        DATE:  01-31-97

                                        
<PAGE>
 
                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 08:35 AM 01/31/1997
                                                          971033190 - 2705605

                            CERTIFICATE OF RESTATED
                         CERTIFICATE OF INCORPORATION
                               January 31, 1997
<PAGE>
 
                     RESTATED CERTIFICATE OF INCORPORATION

                                      OF

                             CORECOMM INCORPORATED


          The undersigned, Richard J. Lubasch and Sandra Barnett, certify that 
they are the Senior Vice President - General Counsel and Assistant Secretary, 
respectively, of CoreComm Incorporated, a corporation organized and existing 
under the laws of the State of Delaware (the "Corporation"), and do hereby 
certify as follows:

          (1)  The name of the Corporation is CoreComm Incorporated. 

          (2)  The name under which the Corporation was originally incorporated 
was "CoreCom Inc.," and the original Certificate of Incorporation was filed with
the Secretary of State of the State of Delaware on January 16, 1997. 

          (3)  This Restated Certificate of Incorporation was duly adopted by 
stockholder written consent in accordance with Sections 228, 242 and 245 of the 
General Corporation Law of the State of Delaware.

          (4)  The text of the Certificate of Incorporation as amended hereby is
restated to read in its entirety as follows:

          FIRST:  The name of the Corporation is CORECOMM INCORPORATED
          -----
(hereinafter the "Corporation").

          SECOND:  The address of the registered office of the Corporation in 
          ------
the State of Delaware is 1013 Centre Road, in the City of Wilmington, County of 
New Castle. The name of its registered agent at that address is The 
Prentice-Hall Corporation System, Inc.

          THIRD:  The purpose of the Corporation is to engage in any lawful act 
          -----
or activity for which a corporation may be organized under the General 
Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware
Code (the "GCL").
<PAGE>
 
     FOURTH:  The total number of shares of stock which the Corporation shall 
     ------
have the authority to issue is 32,500,000 consisting of 30,000,000 shares of 
common stock, par value $0.01 per share (the "Common Stock"), and 2,500,000 
shares of preferred stock, par value $0.01 per share (the "Preferred Stock").

     Shares of the Preferred Stock of the Corporation may be issued from time to
time in one or more classes or series, each of which class or series shall have 
such distinctive designation or title as shall be fixed by the Board of 
Directors of the Corporation (the "Board of Directors") prior to the issuance of
any shares thereof. Each such class or series of Preferred Stock shall have such
voting powers, full or limited, or no voting powers, and such preferences and 
relative, participating, optional or other special rights and such 
qualifications, limitations or restrictions thereof, as shall be stated in such 
resolution or resolutions providing for the issue of such class or series of 
Preferred Stock as may be adopted from time to time by the Board of Directors 
prior to the issuance of any shares thereof pursuant to the authority hereby 
expressly vested in it, all in accordance with the laws of the State of 
Delaware.

     FIFTH:  The business and affairs of the Corporation shall be managed by or 
     -----
under the direction of the Board of Directors. The number of directors of the 
Corporation shall be as from time to time fixed by, or in the manner provided 
in, the By-laws of the Corporation. The directors shall be divided into three 
classes, designated Class I, Class II and Class III. Each class shall consist, 
as nearly as may be possible, of one-third of the total number of directors 
constituting the entire Board of Directors. The term of the initial Class I 
directors shall terminate on the date of the 1997 annual meeting of 
stockholders; the term of the initial Class II directors shall terminate on the 
date of the 1998 annual meeting of stockholders and the term of the initial 
Class III directors shall terminate on the date of the 1999 annual meeting of 
stockholders. At each annual meeting of stockholders beginning in 1997, 
successors to the class of directors whose term expires at that annual meeting 
shall be elected for a three-year term. 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

                                       2
<PAGE>
 
possible, and any additional directors of any class elected to fill a vacancy
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 will 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, howsoever resulting,
may be filled by a majority of the directors then in office, even if less than a
quorum, or by a sole remaining director. Any director elected to fill a vacancy
shall hold office for a term that shall coincide with the term of the class to
which such director shall have been elected.

     Notwithstanding the foregoing, whenever the holders of any one or more 
classes or series of Preferred Stock issued by the Corporation shall have the 
right, voting separately by class or series, to elect directors at an annual or 
special meeting of stockholders, the election, term of office, filling of 
vacancies and other features of such directorships shall be governed by the 
terms of this Certificate of Incorporation or the resolution or resolutions 
adopted by the Board of Directors pursuant to Article FOURTH applicable 
thereto, and such directors so elected shall not be divided into classes 
pursuant to this Article FIFTH unless expressly provided by such terms.

     SIXTH:  Subject to the rights, if any, of the holders of shares of 
     -----
Preferred Stock then outstanding, any or all of the directors of the Corporation
may be removed from office at any time, but only for cause and only by the
affirmative vote of the holders of a majority of the outstanding shares of the
Corporation then entitled to vote generally in the election of directors,
considered for purposes of this Article SIXTH as one class.

     SEVENTH: Any action required or permitted to be taken at any annual or
     -------
special meeting of stockholders may be taken only upon the vote of the
stockholders at an annual or special meeting duly noticed and called, as
provided in the By-laws of the Corporation, and may not

                                       3
<PAGE>
 
be taken by a written consent of the stockholders pursuant to the GCL.

        EIGHTH: Special meetings of the stockholders of the Corporation for any 
        ------
purpose or purposes may be called at any time by the Board of Directors, the 
Chairman of the Board of Directors or the President.  Special meetings of the 
stockholders of the Corporation may not be called by any other person or 
persons.

        NINTH:
        -----
        
        A.   In addition to any affirmative vote required by law or this 
Certificate of Incorporation or the By-laws of the Corporation, and except as 
otherwise expressly provided in Section B of this Article NINTH, a Business 
Combination (as hereinafter defined) with, or proposed by or on behalf of, any 
Interested Stockholder (as hereinafter defined) or any Affiliate or Associate 
(as hereinafter defined) of any Interested Stockholder or any person who 
thereafter would be an Affiliate or Associate of such Interested Stockholder 
shall require the affirmative vote of not less than sixty-six and two-thirds 
percent (66-2/3%) of the votes entitled to be cast by the holders of all the 
then outstanding shares of Voting Stock (as hereinafter defined), voting 
together as a single class, excluding Voting Stock beneficially owned by any 
Interested Stockholder or any Affiliate or Associate of such Interested 
Stockholder.  Such affirmative vote shall be required notwithstanding the fact 
that no vote may be required, or that a lesser percentage or separate class vote
may be specified, by law or in any agreement with any national securities 
exchange or otherwise.

        B.   The provisions of Section A of this Article NINTH shall not be
applicable to any particular Business Combination, and such Business Combination
shall require only such affirmative vote, if any, as is required by law or any
other provision of this Certificate of Incorporation or the By-laws of the
Corporation, if all of the conditions specified in either of the following
Paragraph 1 or 2 are met:

             1.    The Business Combination shall have been approved by a 
majority of the Continuing Directors (as hereinafter defined).

                                      4 


 




<PAGE>
 
                2.  All of the following conditions shall have been met:

                    a.  the aggregate amount of the cash and the Fair Market 
Value (as hereinafter defined) as of the date of the consummation of the 
Business Combination of consideration other than cash to be received per share 
by holders of Common Stock in such Business Combination shall be at least equal 
to the highest amount determined under clauses (i) and (ii) below:

                        (i)   (if applicable) the highest per share price 
        (including any brokerage commissions, transfer taxes and soliciting
        dealers' fees) paid by or on behalf of the Interested Stockholder for
        any share of Common Stock in connection with the acquisition by the
        Interested Stockholder of beneficial ownership of shares of Common Stock
        acquired by it (x) within the two-year period immediately prior to the
        first public announcement of the proposed Business Combination (the
        "Announcement Date") or (y) in the transaction in which it became an
        Interested Stockholder, whichever is higher, in either case as adjusted
        for any subsequent stock split, stock dividend, subdivision or
        reclassification with respect to the Common Stock; and

                        (ii)  the Fair Market Value per share of Common Stock on
        the Announcement Date or on the date on which the Interested Stockholder
        became an Interested Stockholder (the "Determination Date"), whichever
        is higher, as adjusted for any subsequent stock split, stock dividend,
        subdivision or reclassification with respect to the Common Stock.

                    b.  The aggregate amount of the cash and the Fair Market 
Value as of the date of the consummation of the Business Combination, of 
consideration other than cash to be received per share by holders of shares of 
any class or series of outstanding Capital Stock (as hereinafter defined), other
than Common Stock, shall be at least equal to the highest amount determined 
under clauses (i), (ii) and (iii) below;

                                       5
<PAGE>
 
                        (i)     (if applicable) the highest per share price 
        (including any brokerage commissions, transfer taxes and soliciting
        dealers' fees) paid by or on behalf of the Interested Stockholder for
        any share of such class or series of Capital Stock in connection with
        the acquisition by the Interested Stockholder of beneficial ownership of
        shares of such class or series of Capital Stock (x) within the two-year
        period immediately prior to the Announcement Date or (y) in the
        transaction in which it became an Interested Stockholder, whichever is
        higher, in either case as adjusted for any subsequent stock split, stock
        dividend subdivision or reclassification with respect to such class or
        series of Capital Stock;

                        (ii)    the Fair Market Value per share of such class or
        series of Capital Stock on the Announcement Date or on the Determination
        Date, whichever is higher, as adjusted for any subsequent stock split,
        stock dividend, subdivision or reclassification with respect to such
        class or series of Capital Stock; and

                        (iii)    (if applicable) the highest preferential amount
        per share to which the holders of shares of such class or series of
        Capital Stock would be entitled in the event of any voluntary or
        involuntary liquidation, dissolution or winding up of the affairs of the
        Corporation regardless of whether the Business Combination to be
        consummated constitutes such an event.

The provisions of this Paragraph 2 shall be required to be met with respect to 
every class or series of outstanding Capital Stock, whether or not the 
Interested Stockholder has previously acquired beneficial ownership of any 
shares of a particular class or series of Capital Stock.

                c.      The consideration to be received by holders of a 
particular class or series of outstanding Capital Stock shall be in cash or in 
the same form as previously has been paid by or on behalf of the Interested 
Stockholder in connection with its direct or indirect

                                       6
<PAGE>
 
acquisition of beneficial ownership of shares of such class or series of Capital
Stock.  If the consideration so paid for shares of any class or series of 
Capital Stock varied as to form, the form of consideration for such class or 
series of Capital Stock shall be either cash or the form used to acquire 
beneficial ownership of the largest number of shares of such class or series of 
Capital Stock previously acquired by the Interested Stockholder.

                d.  After the Determination Date and prior to the consummation 
of such Business Combination:  (i) except as approved by a majority of the 
Continuing Directors, there shall have been no failure to declare and pay at the
regular date therefor any full quarterly dividends (whether or not cumulative) 
payable in accordance with the terms of any outstanding Capital Stock; (ii) 
there shall have been no reduction in the annual rate of dividends paid on the 
Common Stock (except as necessary to reflect any stock split, stock dividend or 
subdivision of the Common Stock), except as approved by a majority of the 
Continuing Directors; (iii) there shall have been an increase in the annual rate
of dividends paid on the Common Stock as necessary to reflect any
reclassification (including any reverse stock split), recapitalization,
reorganization or any similar transaction that has the effect of reducing the
number of outstanding shares of Common Stock, unless the failure so to increase
annual rate is approved by a majority of the Continuing Directors, and (iv) such
Interested Stockholder shall not have become the beneficial owner of any
additional shares of Capital Stock except as part of the transaction that
results in such Interested Stockholder becoming an Interested Stockholder and
except in a transaction that, after giving effect thereto, would not result in
any increase in the Interested Stockholder's percentage beneficial ownership of
any class or series of Capital Stock.

                e.  A proxy or information statement describing the proposed 
Business Combination and complying with the requirements of the Securities 
Exchange  Act of 1934, as amended, and the rules and regulations thereunder (the
"Act") (or any subsequent provisions replacing such Act, rules or regulations) 
shall be mailed to all stockholders of the Corporation at least 30 days prior to
the consummation of such Business Combination (whether or 

                                       7
<PAGE>
 
not such proxy or information statement is required to be mailed pursuant to 
such Act or subsequent provisions).  The proxy or information statement shall 
contain on the first page thereof, in a prominent place, any statement as to the
advisability (or inadvisability) of the Business Combination that the Continuing
Directors, or any of them, may choose to make and, if deemed advisable by a 
majority of the Continuing Directors, an opinion of an investment banking firm 
selected by a majority of the Continuing Directors as to the fairness (or 
unfairness) of the terms of the Business Combination from a financial point of 
view to the holders of the outstanding shares of Capital Stock other than the 
Interested Stockholder and its Affiliates or Associates, such investment banking
firm to be paid a reasonable fee for its services by the Corporation.

                f.      Such Interested Stockholder shall not have made any
major change in the Corporation's business or equity capital structure without
the approval of a majority of the Continuing Directors.

        C.      The following definitions shall apply with respect to this 
Article NINTH:

                1.  The term "Business Combination" shall mean:

                a.  any merger or consolidation of the Corporation or any 
Subsidiary (as hereinafter defined) with (i) any Interested Stockholder or (ii) 
any other company (whether or not itself an Interested Stockholder) which is or 
after such merger or consolidation would be an Affiliate or Associate of an 
Interested Stockholder; or 

                b.  any sale, lease, exchange, mortgage, pledge, transfer or 
other disposition or security arrangement, investment, loan, advance, guarantee,
agreement to purchase, agreement to pay, extension of credit, joint venture 
participation or other arrangement (in one transaction or a series of 
transactions) with or for the benefit of any Interested Stockholder or any 
Affiliate or Associate of any Interested Stockholder involving any assets, 
securities or commitments of the Corporation, any Subsidiary or any Interested 
Stockholder or any Affiliate or Associate of any Interested Stockholder (except 
for

                                       8



        
 
<PAGE>
 
any arrangement, whether as employee, consultant or otherwise, other than as a 
director, pursuant to which any Interested Stockholder or any Affiliate or 
Associate thereof shall, directly or indirectly, have any control over or 
responsibility for the management of any aspect of the business or affairs of 
the Corporation, with respect to which arrangements the value tests set forth 
below shall not apply), together with all other such arrangements (including all
contemplated future events), has an aggregate Fair Market Value and/or involves 
aggregate commitments of $5,000,000 or more or constitutes more than 5 percent 
of the book value of the total assets (in the case of transactions involving 
assets or commitments other than capital stock) or 5 percent of the 
stockholders' equity (in the case of transactions in capital stock) of the 
entity in question (the "Substantial Part"), as reflected in the most recent 
fiscal year-end consolidated balance sheet of such entity existing at the time 
the stockholders of the Corporation would be required to approve or authorize 
the Business Combination involving the assets, securities and/or commitments 
constituting any Substantial Part; or

               c.   the adoption of any plan or proposal for the liquidation or 
dissolution of the Corporation or for any amendment to the Corporation's 
By-laws; or

               d.   any reclassification of securities (including any reverse 
stock split), or recapitalization of the Corporation, or any merger or 
consolidation of the Corporation with any of its Subsidiaries or any other 
transaction (whether or not with or into or otherwise involving an Interested 
Stockholder) that has the effect, directly or indirectly, of increasing the 
proportionate share of any class or Series of Capital Stock, or any securities 
convertible into Capital Stock or into equity securities of any Subsidiary, that
is beneficially owned by any Interested Stockholder or any Affiliate or 
Associate of any Interested Stockholder; or

               e.   any agreement, contract or other arrangement providing for 
any one or more of the actions specified in the foregoing clauses (a) to (d).

               2.   The term "Capital Stock" shall mean all capital stock of the
Corporation authorized to be issued from time to time under Article FOURTH of 
this

                                       9
<PAGE>
 
Certificate of Incorporation, and the term "Voting Stock" shall mean all Capital
Stock which by its terms may be voted on all matters submitted to stockholders 
of the Corporation generally.

          3.  The term "person" shall mean any individual, firm, company or 
other entity and shall include any group comprised of any person and any other 
person with whom such person or any Affiliate or Associate of such person has 
any agreement, arrangement or understanding, directly or indirectly, for the 
purpose of acquiring, holding, voting or disposing of Capital Stock.

          4.  The term "Interested Stockholder" shall mean any person (other 
than the Corporation or any Subsidiary and other than any profit-sharing, 
employee stock ownership or other employee benefit plan of the Corporation or
any Subsidiary or any trustee of or fiduciary with respect to any such plan when
acting in such capacity who (a) is or has announced or publicly disclosed a plan
or intention to become the beneficial owner of Voting Stock representing ten
percent (10%) or more of the vote entitled to be cast by the holders of all then
outstanding shares of Voting Stock; or (b) is an Affiliate or Associate of the
Corporation and at any time within the two-year period immediately prior to the
date in question was the beneficial owner of Voting Stock representing ten
percent (10%) or more of the votes entitled to be cast by the holders of all
then outstanding shares of Voting Stock.

          5.  A person shall be a "beneficial owner" of any Voting Stock:  (a)
which such person or any of its Affiliates or Associates beneficially owns, 
directly or indirectly; (b) which such person or any of its Affiliates or 
Associates has, directly or indirectly, (i) the right to acquire (whether such 
right is exercisable immediately or subject only to 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, or (ii) 
the right to vote pursuant to any agreement, arrangement or understanding; or 
(c) which is beneficially owned, directly or indirectly, by any other person 
with which such person or any of its Affiliates or Associates has any agreement,
arrangement or understanding for the purpose of acquiring, holding, voting or 
disposing of any shares


                                      10
<PAGE>
 
of Capital Stock. For the purposes of determining whether a person is an 
Interested Stockholder pursuant to Paragraph 4 of this Section C, the number of 
shares of Capital Stock deemed to be outstanding shall include shares deemed
beneficially owned by such person through application of this Paragraph 5 of
Section C, but shall not include any other shares of Capital Stock that may be
issuable pursuant to an agreement, arrangement or understanding, or upon
exercise of conversion rights, warrants or options, or otherwise.

     6.  The terms "Affiliate" or "Associate" shall have the respective 
meanings ascribed to such terms in Rule 12b-2 of the General Rules and 
Regulations under the Act, as in effect on November 8, 1990 (the term 
"registrant" in said Rule 12b-2 meaning in this case the Corporation).

     7. "Subsidiary" means any company of which a majority of any class of
equity security is beneficially owned by the Corporation; provided, however,
that for the purposes of the definition of Interested Stockholder set forth in
Paragraph 4 of this Section C, the term "Subsidiary" shall mean only a company
of which a majority of each class of equity security is beneficially owned by
the Corporation.

     8.  The term "Continuing Director" means any member of the Board of 
Directors of the Corporation, while such person is a member of the Board of 
Directors, who is not an Affiliate or Associate or representative of the 
Interested Stockholder and was a member of the Board of Directors prior to the 
time that the Interested Stockholder became an Interested Stockholder, and any 
successor of a Continuing Director while such successor is a member of the Board
of Directors, who is not an Affiliate or Associate or representative of the 
Interested Stockholder and is recommended or elected to succeed the Continuing 
Director by a majority of Continuing Directors.

     9.  The term "Fair Market Value" means: (a) in the case of cash, the amount
of such cash; (b) in the case of stock, the hightest closing sale price during 
the 30-day period immediately preceding the date in question of a share of such
stock on the Composite Tape for New York Stock Exchange-Listed Stocks, or, if 
such stock

                                      11
<PAGE>
 
is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such
stock is not listed on such Exchange, on the principal United States securities 
exchange registered under the Act on which such stock is listed or, if such 
stock is not listed on any such exchange, the highest closing bid quotation with
respect to a share of such stock during the 30-day period preceding the date in 
question on the National Association of Securities Dealers, Inc. Automated 
Quotations System, in the pink sheets of the National Quotation Bureau or any 
similar system then in use, or if no such quotations are available, the fair 
market value on the date in question of a share of such stock as determined by a
majority of the Continuing Directors in good faith; and (c) in the case of 
property other than cash or stock, the fair market value of such property on the
date in question as determined in good faith by a majority of the Continuing 
Directors.

          10.  In the event of any Business Combination in which the 
Corporation survives, the phrase "consideration other than cash to be received" 
as used in Paragraphs 2.a. and 2.b. of Section B of this Article NINTH shall 
include the shares of Common Stock and/or the shares of any other class or 
series of Capital Stock retained by the holders of such shares.

     D.   A majority of the Continuing Directors shall have the power and duty 
to determine for the purpose of this Article NINTH, on the basis of information 
known to them after reasonable inquiry, all questions arising under this Article
NINTH, including, without limitation, (a) whether a person is an Interested 
Stockholder, (b) the number of shares of Capital Stock or other securities 
beneficially owned by any person, (c) whether a person is an Affiliate or 
Associate of another, (d) whether a Proposed Action (as hereinafter defined) is 
with, or proposed by, or on behalf of an Interested Stockholder or an Affiliate 
or Associate of an Interested Stockholder, (e) whether the assets that are the 
subject of any Business Combination have, or the consideration to be received 
for the issuance or transfer of securities by the Corporation or any Subsidiary 
in any Business Combination has, an aggregate Fair Market Value of $5,000,000 or
more and (f) whether the assets or securities that are the subject of any 
Business Combination constitute a Substantial Part. Any such determination made 
in good 

                                      12
<PAGE>
 
faith shall be binding and conclusive on all parties. The good faith 
determination of a majority of the Continuing Directors on such matters shall 
be conclusive and binding for all purposes of this Article NINTH.

     E.  Nothing contained in this Article NINTH shall be construed to relieve 
any Interested Stockholder from any fiduciary obligation imposed by law.

     F.  The fact that any Business Combination complies with the provisions of 
Section 5 of this Article NINTH shall not be construed to impose any fiduciary 
duty, obligation or responsibility on the Board of Directors, or any member 
thereof, to approve such Business Combination or recommend its adoption or 
approval to the stockholders of the Corporation, nor shall such compliance 
limit, prohibit or otherwise restrict in any manner the Board of Directors, or 
any member thereof, with respect to evaluations of or actions and responses 
taken with respect to such Business Combination.

     G.  For the purposes of this Article NINTH, a Business Combination or any 
proposal to amend, repeal or adopt any provision of this Certificate of 
Incorporation inconsistent with this Article NINTH (collectively, "Proposed 
Action") is presumed to have been proposed by, or on behalf of, an Interested 
Stockholder or a person who thereafter would become such if (1) after the 
Interested Stockholder became such, the Proposed Action is proposed following 
the election of any director of the Corporation who with respect to such 
Interested Stockholder, would not qualify to serve as a Continuing Director or 
(2) such Interested Stockholder, Affiliate, Associate or person votes for or 
consents to the adoption of any such Proposed Action, unless as to such 
Interested Stockholder, Affiliate, Associate or person a majority of the 
Continuing Directors makes a good faith determination that such Proposed Action 
is not proposed by or on behalf of such Interested Stockholder, Affiliate, 
Associate or person, based on information known to them after reasonable 
inquiry.

     H.  Notwithstanding any other provisions of this Certificate of 
Incorporation or the By-laws of the Corporation (and notwithstanding the fact 
that a lesser percentage or separate class vote may be specified by law, this 
Certificate of Incorporation or the By-laws of

                                      13
<PAGE>
 
the Corporation), any proposal to amend, repeal or adopt any provision of this 
Certificate of Incorporation inconsistent with this Article NINTH which is 
proposed by or on behalf of an Interested Stockholder or an Affiliate or 
Associate of an Interested Stockholder shall require the affirmative vote of the
holders of not less than sixty-six and two-thirds percent (66-2/3%) of the votes
entitled to be cast by the holders of all the then outstanding shares of Voting 
Stock, voting together as a single class, excluding Voting Stock beneficially 
owned by such Interested Stockholder; provided, however, that this Section H 
shall not apply to, and such sixty-six and two-thirds percent (66-2/3%) vote 
shall not be required for, any amendment, repeal or adoption unanimously 
recommended by the Board of Directors if all of such directors are persons who 
would be eligible to serve as Continuing Directors within the meaning of 
Section C, Paragraph 8 of this Article NINTH.

     TENTH: No director of the Corporation shall be personally liable to the 
     -----
Corporation or its stockholders for monetary damages for any breach of fiduciary
duty by such a director as a director. Notwithstanding the foregoing sentence, a
director shall be liable to the extent provided by applicable law (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) pursuant to Section 174 of the 
GCL or (iv) for any transaction from which the director derived an improper 
personal benefit. No amendment to or repeal of this Article TENTH shall apply to
or have any effect on the liability or alleged liability of any director of the 
Corporation for or with respect to any acts or omissions of such director 
occurring prior to such amendment or repeal.

     ELEVENTH: In furtherance and not in limitation of the powers conferred by
     --------
statute, the Board of Directors is expressly authorized to adopt, repeal, alter,
amend or rescind the By-laws of the Corporation. In addition, the By-laws of the
Corporation may be adopted, repealed, altered, amended, or rescinded by the
affirmative vote of sixty-six and two-thirds percent (66-2/3%) of the
outstanding stock of the Corporation entitled to vote thereon.

                                      14
<PAGE>
 
          TWELFTH:  Notwithstanding anything contained in this Certificate of 
          -------
Incorporation to the contrary, the affirmative vote of the holders of at least 
sixty-six and two-thirds percent (66-2/3%) of the Voting Stock, voting together 
as a single class, shall be required to amend, repeal or adopt any provision 
inconsistent with Articles FIFTH, SEVENTH, EIGHTH, NINTH, TENTH and ELEVENTH of 
this Certificate of Incorporation.

          THIRTEENTH:  The Corporation reserves the right to repeal, alter, 
          ----------
amend, or rescind any provision contained in this Restated Certificate of 
Incorporation, in the manner now or hereafter prescribed by statute, and all 
rights conferred on stockholders herein are granted subject to this reservation.

          IN WITNESS WHEREOF, CoreComm Incorporated has caused its corporate 
seal to be hereunto affixed and this Restated Certificate of Incorporation to be
signed by Richard J. Lubasch, its Senior Vice President-General Counsel and 
attested by Sandra Barnett, its Assistant Secretary, this 31st day of January, 
1997.

                                        CORECOMM INCORPORATED

               
                                        By:  /s/ Richard J. Lubasch
                                             ----------------------
                                             Richard J. Lubasch
                                             Senior Vice President-
                                             General Counsel

[SEAL APPEARS HERE]
ATTEST:



/s/ Sandra Barnett
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Sandra Barnett
Assistant Secretary

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