CERTIFICATE OF INCORPORATION

                                       OF

                                 TELIGENT, INC.

                  FIRST:   The  name  of  the  Corporation  is  Teligent,   Inc.
(hereinafter the "Corporation").

                  SECOND:   The  address  of  the   registered   office  of  the
Corporation  in the State of  Delaware  is 1201  Orange  Street,  in the City of
Wilmington,  County  of New  Castle.  The name of its  registered  agent at that
address is The Corporation Trust Company.

                  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 "DGCL"). The Corporation will have perpetual existence.

                  FOURTH:  The  total  number  of  shares  of  stock  which  the
Corporation  shall have authority to issue is two hundred  seventy-five  million
(275,000,000)   shares  of  capital   stock,   consisting  of  (i)  ten  million
(10,000,000)  shares of  preferred  stock,  each having a par value of one penny
($.01) ("Preferred  Stock"),  (ii) two hundred million  (200,000,000)  shares of
Class A common  stock,  each  having a par value of one penny  ($.01)  ("Class A
Common Stock"),  and (iii)  sixty-five  million  (65,000,000)  shares of Class B
common  stock,  each  having a par  value of one penny  ($.01)  ("Class B Common
Stock" and, collectively with Class A Common Stock, "Common Stock"). The Class B
Common Stock shall consist of three series:  thirty million  (30,000,000) shares
of Class B Common Stock shall be designated  Series 1 ("Class  B-Series 1 Common
Stock"),  twenty-five million  (25,000,000) shares of Class B Common Stock shall
be  designated  Series 2  ("Class  B-Series  2 Common  Stock")  and ten  million
(10,000,000) shares of Class B Common Stock shall be designated Series 3 ("Class
B-Series 3 Common Stock").

                  A. COMMON STOCK

                  (1) Voting Rights.

                  (a) Except as otherwise required by law or this Certificate of
Incorporation,  the holders of shares of Common  Stock shall vote  together as a
single  class.  Each share of Common Stock shall entitle the  registered  holder
thereof to one vote. There shall be no cumulative voting.

                  (b) The holders of Class B-Series 1 Common Stock,  voting as a
separate class, shall be entitled to elect that number of directors equal to the
minimum   number   necessary  to   constitute  a  majority  of  members  of  the
Corporation's Board of Directors ("Class B-Series 1 Directors");  provided, that
if at any time the number of issued and  outstanding  shares of Class B-Series 1
Common Stock (exclusive of any shares held in the  Corporation's  treasury or by
subsidiaries  of the  Corporation)  is less than 20% of the aggregate  number of
issued and outstanding  shares of Common Stock  (exclusive of shares held in the
Corporation's  treasury or by subsidiaries of the Corporation) then, without any
further  action  of  any  party  or the  Corporation,  all of  such  issued  and
outstanding  shares of Class  B-Series 1 Common  Stock shall  automatically  and
irrevocably  be converted into an equal number of shares of Class A Common Stock
and the holders of Class B-Series 1 Common Stock so converted shall no longer be
entitled to elect Class B-Series 1 Directors.
<PAGE>
                  (c) The holders of Class B-Series 2 Common Stock,  voting as a
separate class, shall be entitled to elect one member of the corporation's board
of directors  ("Class B-Series 2 Director");  provided,  that if at any time the
number  of  issued  and  outstanding  shares of Class  B-Series  2 Common  Stock
(exclusive of any shares held in the  Corporation's  treasury or by subsidiaries
of the  Corporation)  is less than 10% of the  aggregate  number  of issued  and
outstanding   shares  of  Common  Stock   (exclusive   of  shares  held  in  the
Corporation's  treasury or by subsidiaries of the Corporation) then, without any
further  action  of  any  party  or the  Corporation,  all of  such  issued  and
outstanding  shares of Class  B-Series 2 Common  Stock shall  automatically  and
irrevocably  be converted into an equal number of shares of Class A Common Stock
and the holders of Class B-Series 2 Common Stock so converted shall no longer be
entitled to elect a Class B-Series 2 Director.

                  (d) The holders of Class B-Series 3 Common Stock,  voting as a
separate class, shall be entitled to elect one member of the corporation's board
of directors  ("Class B-Series 3 Director");  provided,  that if at any time (A)
the number of issued and  outstanding  shares of Class  B-Series 3 Common  Stock
(exclusive of any shares held in the  Corporation's  treasury or by subsidiaries
of the  Corporation)  is less than (i) 3% of the aggregate  number of issued and
outstanding   shares  of  Common  Stock   (exclusive   of  shares  held  in  the
Corporation's  treasury or by  subsidiaries of the Corporation and shares issued
pursuant to the  exercise of any  warrants,  options or other rights to purchase
shares   issued  in  connection   with  any  debt  issued  by  the   Corporation
substantially  concurrently with the consummation of the  Corporation's  initial
public  offering  of  Class A  Common  Stock  (the  "IPO"))  or (ii)  50% of the
aggregate  number  of  shares  of Class  B-Series  3  Common  Stock  issued  and
outstanding  (exclusive of any shares held in the  Corporation's  treasury or by
subsidiaries  of the  Corporation  and shares issued pursuant to the exercise of
any  warrants,  options or other rights to purchase  shares issued in connection
with any debt issued by the Corporation substantially concurrently with the IPO)
immediately  following  the  merger  of  Teligent,  L.L.C.  with  and  into  the
Corporation  (50% of such aggregate  number being referred to as the "Series B-3
Threshold Amount") or (B) Nippon Telegraph and Telephone  Corporation ("NTT") or
any person or entity  controlled by it chooses at any time to engage in, or make
a material  investment in any person or entity whose principal  business is, the
provision  in  the  United  States  of  any  terrestrial  fixed  wireless  local
telecommunications  services  offered  by the  Corporation  in the  same  market
segments (i.e. business or residential), then, without any further action of any
party or the  Corporation,  all of such issued and  outstanding  shares of Class
B-Series 3 Common Stock shall automatically and irrevocably be converted into an
equal number of shares of Class A Common Stock and the holders of Class B-Series
3 Common  Stock  so  converted  shall no  longer  be  entitled  to elect a Class
B-Series 3 Director. In the event of any stock split, reverse stock split, stock
dividend  or similar  transaction  with  respect to the Class  B-Series 3 Common
Stock, the Series B-3 Threshold Amount shall be accordingly adjusted.

                (e) The holders of Class A Common Stock and Class B Common Stock
voting together as a single class, shall be entitled to elect all members of the
Corporation's  Board of  Directors,  other than any Class  B-Series 1 Directors,
Class B-Series 2 Director or Class B-Series 3 Director ("Common Directors").

              (f) Any Class  B-Series 1 Director,  Class  B-Series 2 Director or
Class B-Series 3 Director may be removed with or without cause,  but only by the
affirmative  vote of the  holders of a  majority  of the shares of the series of
Class B Common Stock entitled to elect such director voting as a separate class.
<PAGE>
               (g) Any Common  Director  may be removed,  with or without
cause, but only by the affirmative vote of the holders

of a majority  of the shares of Class A Common  Stock and Class B Common  Stock,
voting together as a single class.

                  (h) Any vacancy in the office of a director may be filled by a
vote of holders of, in the case of any Class B-Series 1 Director, Class B-Series
2 Director  or Class  B-Series 3  Director,  the series of Class B Common  Stock
entitled to elect such director  voting as a separate  class and, in the case of
any  Common  Director,  the Class A Common  Stock  and the Class B Common  Stock
voting together as a single class; provided, that any vacancy in the office of a
Common  Director  may, in the absence of a  stockholder  vote,  be filled by the
remaining  directors  or,  if there  remains  only one  director,  by such  sole
remaining director; provided, further, that any vacancy in the office of a Class
B-Series 1 Director may, in the absence of a stockholder  vote, be filled by the
remaining  Class  B-Series  1  Directors  or,  if there  remains  only one Class
B-Series 1 Director, by such sole remaining Class B-Series 1 Director.

                  (2) CONVERSION.

                  (a) Each  fully paid  share of Class B Common  Stock  shall be
convertible at any time, at the option of the registered  holder  thereof,  into
one  fully  paid  and  nonassessable  share  of  Class  A  Common  Stock  of the
Corporation.

                  (b) No  fractional  shares  of Class A Common  Stock  shall be
issued upon such  conversion,  but in lieu thereof the Corporation  shall pay to
the holder an amount in cash equal to the fair market  value (as  determined  by
the Corporation's Board of Directors) of such fractional share.

                                        (c) To convert  shares of Class B Common
Stock, the registered holder thereof shall surrender

the certificate or certificates  representing such shares,  duly endorsed to the
Corporation or in blank (which  endorsement  shall  correspond  exactly with the
name or names of the  registered  holder or holders set forth on the face of the
certificates  and on the stock  transfer  records  of the  Corporation),  at the
office of the  transfer  agent for the  Common  Stock  (which  may be either the
Corporation or any third party retained by it for such purpose),  and shall give
written notice to the transfer agent and the Corporation that such holder elects
to convert all or part of the shares  represented  thereby,  stating therein the
name or names  (with the  address  or  addresses)  in which the  certificate  or
certificates for shares of Class A Common Stock are to be issued.

                   (d)  If  the  registered   holder  fully  complies  with  the
foregoing conversion  procedures,  the Corporation shall, as soon as practicable
thereafter,  deliver  (if the  Corporation  is then the  transfer  agent for the
shares of the class  Common  Stock being  converted),  or instruct  the transfer
agent to deliver,  to such holder,  or to such holder's  nominee or nominees,  a
certificate or certificates  for the number of shares of Class A Common Stock to
which such holder  shall be  entitled,  rounded to the nearest  whole  number of
shares,  and a check for any amount payable  hereunder in lieu of any fractional
share,  along with a certificate  representing  any shares of the Class B Common
Stock being  converted that the holder has not elected to convert  hereunder but
which  constituted part of the shares of Class B Common Stock represented by the
certificate or certificates surrendered.

                  (e)  Shares  of Class B Common  Stock  shall be deemed to have
been  converted as of the close of business on the date of the due  surrender of
the certificates  representing the shares to be converted as provided above, and
the person or persons  entitled  to receive  the shares of Class A Common  Stock
issuable  upon such  conversion  shall be treated for all purposes as the record
holder or holders of such shares of Class A Common Stock at such time.

                  (f) If the Corporation  shall in any manner split or subdivide
the outstanding  shares of any class of Common Stock, the outstanding  shares of
all other  classes  of Common  Stock  shall be split or  subdivided  in the same
manner, proportionately and on the same basis per share.
<PAGE>
                  (g) When shares of Class B Common  Stock have been  converted,
they shall be irrevocably canceled and not reissued.

                  (3) TRANSFERS OF CERTAIN COMMON STOCK.  No holder of shares of
Class B Common Stock shall transfer, and the Corporation shall not register (and
shall not permit the  transfer  agent for such  Common  Stock to  register)  the
transfer of, any shares of Class B Common Stock or any interest therein, whether
by sale, assignment, gift, bequest, pledge,  hypothecation,  encumbrance, or any
other disposition, except to a "Permitted Transferee" of such holder (as defined
below).  If a holder of shares of Class B Common Stock transfers any such shares
to any person or entity other than a Permitted  Transferee of such person,  such
transfer,  without any  further  action of any party or the  Corporation,  shall
automatically and irrevocably convert such shares into an equal number of shares
of Class A Common Stock from the date of such transfer.  "Permitted  Transferee"
shall mean only:

                  (a) in the case of any  holder  of shares of Class B- Series 1
Common Stock, The Associated  Group,  Inc.  ("Associated")  and any corporation,
partnership  or other  business  entity  directly or  indirectly  controlled  by
Associated at the time of transfer;

                  (b) in the case of any  holder of shares of Class  B-Series  2
Common Stock, Dr. Rajendra Singh,  Neera Singh and any corporation,  partnership
or other  business  entity  directly or indirectly  controlled  by Dr.  Rajendra
Singh,  Neera Singh or their respective  executors (to the extent acting in such
capacity) or direct descendants; provided, that if any holder of shares of Class
B-Series 2 Common  Stock  ceases to be so  controlled,  then any shares of Class
B-Series  2 Common  Stock  held by such  holder  shall be  deemed  to have  been
transferred to a person or entity other than a Permitted Transferee; and

                  (c) in the case of any  holder of shares of Class  B-Series  3
Common Stock,  NTT and any  corporation,  partnership or other  business  entity
directly or indirectly controlled by NTT at the time of transfer.

Not withstanding the foregoing, any holder of shares of Class B Common Stock, or
any Permitted  Transferee of such holder, shall be permitted to grant a security
interest in, or pledge,  pursuant to a bona fide financing arrangement involving
such holder or  Permitted  Transferee,  all or any  portion of such  holder's or
Permitted  Transferee's  shares of Class B Common  Stock,  if (i) such  grant or
pledge does not require registration or qualification pursuant to any federal or
state  securities  laws  and  (ii)  the  Corporation   receives  copies  of  any
instruments  evidencing  such  grant or  pledge  and  such  secured  party's  or
pledgee's  written  acknowledgment  that  it has  reviewed  the  terms  of  this
Certificate of Incorporation.  No such grant or pledge shall by itself cause the
conversion  of any such  shares of Class B Common  Stock into  shares of class a
common stock; provided,  that if any such secured party or pledgee (which is not
a Permitted  Transferee  of the holder  making such grant or pledge)  forecloses
upon any such  shares of Class B Common  Stock,  such  foreclosure,  without any
further  action  of  any  party  or the  Corporation,  shall  automatically  and
irrevocably convert such shares into an equal number of shares of Class A Common
Stock from the date of such foreclosure.

As used herein,  "control" (including correlative terms such as "controlled" and
"controlling") shall mean, with respect to any corporation, partnership or other
business entity,  direct  ownership,  or indirect  ownership through one or more
controlled  entities,  of  voting  securities  having  at least 51% of the total
voting  power  of  all  outstanding   voting  securities  of  such  corporation,
partnership or other business entity.  The Corporation and any transfer agent of
Class B Common Stock may, as a condition to any transfer or the  registration of
any transfer of shares of Class B Common Stock,  require the  furnishing of such
affidavits  or  other  proof  as they  deem  necessary  to  establish  that  the
transferee is a Permitted Transferee of the transferor.
<PAGE>
                  (4) DIVIDENDS.  Subject to the preferential  rights of holders
of  Preferred  Stock,  if any,  the  holders of shares of Common  Stock shall be
entitled to receive,  when,  as and if declared by the Board of Directors of the
Corporation,  out of the assets of the  Corporation  which are by law  available
therefor,  dividends payable either in cash, in property or in shares of capital
stock.  No dividend  shall be declared or paid in respect of any class of Common
Stock  unless the  holders of all classes of Common  Stock  receive the same per
share dividend, payable in the same amount and type of consideration, as if such
classes constituted a single class, except that if any dividend is declared that
is payable in shares of Common  Stock,  or in  subscription  or other  rights to
acquire  shares of Common Stock,  then (i) such  dividend  shall be declared and
paid at the same rate per share with respect to each class of Common Stock, (ii)
the dividend  payable on shares of Class A Common Stock shall be payable only in
shares of, or in  subscription  or other  rights to acquire  shares of,  Class A
Common Stock and (iii) the dividend  payable on shares of each series of Class B
Common  Stock shall be payable  only in shares of, or in  subscription  or other
rights to acquire shares of, the same series of Class B Common Stock.

                  (5)  DISSOLUTION,  LIQUIDATION  OR WINDING UP. In the event of
any  voluntary  or  involuntary  liquidation,  dissolution  or winding up of the
Corporation,  after distribution in full of the preferential amounts, if any, to
be  distributed  to  holders  of shares of  Preferred  Stock,  unless  otherwise
required by law,  holders of shares of Common Stock shall be entitled to receive
all the  remaining  assets of the  Corporation  of whatever  kind  available for
distribution  to  stockholders  ratably in proportion to the number of shares of
Common Stock held by them. The holders of Common Stock shall participate in such
assets as if all classes and series of Common Stock  constituted  a single class
of stock. A dissolution,  liquidation or winding-up of the Corporation,  as such
terms are used in this paragraph,  shall not be deemed to be occasioned by or to
include any  consolidation  or merger of the Corporation  with or into any other
corporation  or  corporations  or other  entity or a sale,  lease,  exchange  or
conveyance of all or a part of the assets of the Corporation.

                  B. PREFERRED STOCK

                  (1) GENERAL. The Board of Directors is expressly authorized to
provide for the issuance of all or any shares of the  Preferred  Stock in one or
more  classes or series,  and to fix for each such class or series  such  voting
powers, full or limited, or no voting powers, and such distinctive designations,
preferences  and relative,  participating,  optional or other special rights and
such qualifications, limitations or restrictions thereof, as shall be stated and
expressed in the  resolution  or  resolutions  adopted by the Board of Directors
providing  for the  issuance of such class or series and as may be  permitted by
the DGCL.

                  FIFTH:   The  following   provisions   are  inserted  for  the
management  of the business  and the conduct of the affairs of the  Corporation,
and for  further  definition,  limitation  and  regulation  of the powers of the
Corporation and of its directors and stockholders:

                  (1) The  business  and  affairs  of the  Corporation  shall be
managed by or under the direction of the Board of Directors.

                  (2) The number of directors  that shall  constitute  the whole
Board of Directors shall from time to time be fixed  exclusively by the Board of
Directors by a resolution adopted by a majority of the entire Board of Directors
serving at the time of that vote.  No decrease in the number of directors  shall
have the effect of shortening  the term of any incumbent  director.  Election of
directors  need not be by written  ballot  unless  the  By-Laws  so  provide.  A
director shall hold office until the next annual meeting of  stockholders of the
Corporation  and until  his  successor  shall be duly  elected  and  shall  duly
qualify,   subject,   however,   to  prior   death,   resignation,   retirement,
disqualification or removal from office.

                  (3) In addition to the powers and authority hereinbefore or by
statute  expressly  conferred upon them,  the directors are hereby  empowered to
exercise  all such powers and do all such acts and things as may be exercised or
done by the Corporation,  subject,  nevertheless, to the provisions of the DGCL,
this Certificate of Incorporation,  and any By-Laws adopted by the stockholders;
provided, that no By-Laws hereafter adopted by the stockholders shall invalidate
any prior act of the  directors  which would have been valid if such By-Laws had
not been adopted.

                  (4)  The  presence  of a  majority  of  the  total  number  of
directors shall  constitute a quorum for the transaction of business and, except
as  otherwise  provided  herein,  the vote of a majority of such quorum shall be
required in order for the Board of Directors to act;  provided,  that unless the
right of the holders of Class  B-Series 1 Common Stock to elect Class B-Series 1
Directors shall have terminated,  a quorum shall not exist if the Class B-Series
1 Directors  constitute  less than a majority of the  directors  present for the
transaction of business.
<PAGE>
                  (5) 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, removal and other features of such directorships shall be governed
by the terms of the instrument creating such class or series of Preferred Stock.

                  SIXTH: Unless otherwise required by the DGCL, special meetings
of stockholders, for any purpose or purposes, may be called only pursuant to the
affirmative vote of at least a majority of the Board of Directors.  Stockholders
shall not be entitled to call a special meeting of stockholders,  nor to require
the Board of Directors to call such a special meeting. Stockholders shall not be
entitled  to act by  written  consent in lieu of a  meeting;  provided,  that in
connection with the election or removal of any Class B-Series 1 Director,  Class
B-Series 2 Director or Class  B-Series 3 Director,  the holders of the series of
Class B Common  Stock  entitled  to elect or remove  such  director  voting as a
separate class may act by written consent in lieu of a meeting.

                  SEVENTH: In furtherance and not in limitation of the

powers conferred by the laws of the State of Delaware, the Board of Directors is
expressly  authorized  and empowered to adopt,  amend or repeal any provision of
the By-Laws of the Corporation.

                  EIGHTH:  The  Corporation  shall  indemnify  its directors and
officers  to the  fullest  extent  authorized  or  permitted  by law,  as now or
hereafter in effect,  and such right to  indemnification  shall continue as to a
person who has ceased to be a director or officer of the  Corporation  and shall
inure to the  benefit  of his or her heirs,  executors  and  personal  and legal
representatives;  provided,  that except for  proceedings  to enforce  rights to
indemnification,  the  Corporation  shall  not be  obligated  to  indemnify  any
director  or  officer  (or his or her  heirs,  executors  or  personal  or legal
representatives)  in connection with a proceeding (or part thereof) initiated by
such person unless such proceeding (or part thereof) was authorized or consented
to by the Board of  Directors.  The right to  indemnification  conferred by this
Article  EIGHTH  shall  include  the  right  to be paid by the  Corporation  the
expenses as incurred in defending or otherwise  participating  in any proceeding
in advance of its final disposition.

                  The  Corporation  may, to the extent  authorized  from time to
time by the Board of Directors,  provide  rights to  indemnification  and to the
advancement  of expenses to employees and agents of the  Corporation  similar to
those  conferred  in this  Article  EIGHTH  to  directors  and  officers  of the
Corporation.

                  The rights to  indemnification  and to the advance of expenses
conferred in this Article EIGHTH shall not be exclusive of any other right which
any  person  may  have  or  hereafter   acquire   under  this   Certificate   of
Incorporation,  the By-Laws of the Corporation,  any statute, agreement, vote of
stockholders or disinterested directors or otherwise.

                  Any repeal or  modification  of this Article  EIGHTH shall not
adversely  affect  any  rights  to  indemnification  and to the  advancement  of
expenses  of a director  or officer of the  Corporation  existing at the time of
such repeal or  modification  with  respect to any acts or  omissions  occurring
prior to such repeal or modification.
<PAGE>
                  NINTH:   No  director  shall  be  personally   liable  to  the
Corporation  or any of its  stockholders  for  monetary  damages  for  breach of
fiduciary duty as a director, except to the extent such exemption from liability
or limitation  thereto is not permitted under the DGCL as the same exists or may
hereafter be amended.  If the DGCL is amended hereafter to authorize the further
elimination or limitation of the liability of directors, then the liability of a
director of the Corporation shall be eliminated or limited to the fullest extent
authorized  by the DGCL,  as so  amended.  Any  repeal or  modification  of this
Article NINTH shall not  adversely  affect any right or protection of a director
of the  Corporation  existing  at the time of such repeal or  modification  with
respect to acts or omissions occurring prior to such repeal or modification.

                  TENTH:  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 DGCL) 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.

                  ELEVENTH:  Subject  to  Section  242(b)(2)  of the  DGCL as in
effect on the date hereof, the Corporation  reserves the right to amend,  alter,
change or repeal any provision  contained in this Certificate of  Incorporation,
in the manner now or hereafter  prescribed by statute,  and all rights conferred
upon stockholders herein are granted subject to this reservation.

                  TWELFTH:  (1) The Board of Directors of the Corporation  shall
have all powers  necessary  to ensure  compliance  by the  Corporation  with the
foreign ownership restrictions (the "Foreign Ownership  Restrictions") under the
Communications Act of 1934, as amended, and the rules, regulations and decisions
of the  Federal  Communications  Commission  ("Communications  Act")  including,
without limitation,  the power to prohibit the transfer of any shares of capital
stock of the  Corporation to any Foreign Owner (as  hereinafter  defined) and to
take or cause to be taken such action as it deems  appropriate to implement such
prohibition.  "Foreign  Owner"  shall  mean (a) any person who is a citizen of a
country other than the United States;  (b) any corporation or other legal entity
organized  under the laws of any  government  other than the  government  of the
United States or of any state, territory or possession of the United States; (c)
any  government  other than the government of the United States or of any state,
territory or possession of the United States;  and (d) any representative of any
of the foregoing or any entity owned or whose capital was  contributed  in whole
or in part by, any of the foregoing.

                  (2) Without  limiting the  generality  of the  foregoing,  any
shares of capital stock of the Corporation  determined by the Board of Directors
of the  Corporation  to be  beneficially  owned by any  Foreign  Owner,  or with
respect to which any Foreign Owner has voting rights (pursuant to any agreement,
arrangement,  understanding or otherwise), shall always be subject to redemption
by the Corporation by action of the Board of Directors,  to the extent necessary
in the sole  judgment  of the  Board of  Directors  to comply  with the  Foreign
Ownership Restrictions.  The terms and conditions of such redemption shall be as
follows:

                  (i) the redemption price of the shares to be redeemed shall be
equal to the fair  market  value of such  shares,  as  determined  in any manner
deemed equitable by the Board of Directors in good faith;

                  (ii) the redemption  price of such shares may be paid in cash,
securities or any combination thereof;

                  (iii) if less than all the shares  held by Foreign  Owners are
to be  redeemed,  the  shares to be  redeemed  shall be  selected  in any manner
determined by the Board of Directors; and

                  (iv) from and  after the  redemption  date,  the  shares to be
redeemed shall cease to be regarded as outstanding and any and all rights of the
holders in respect of the shares to be redeemed or  attaching  to such shares of
whatever  nature  (including,   without  limitation,   any  rights  to  vote  or
participate in dividends declared on such shares) shall cease and terminate, and
the holders  thereof  thenceforth  shall be entitled only to receive the cash or
securities payable upon redemption; and

                  (v) such other terms and  conditions as the Board of Directors
shall determine.

                  THIRTEENTH:   The  name  and  mailing   address  of  the  Sole
Incorporator is as follows:

                  Mary E. Keogh
                  P.O. Box 636
                  Wilmington, DE 19899


<PAGE>

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                                 TELIGENT, INC.

         Teligent,  Inc., a  corporation  organized  and  existing  under and by
virtue  of  the  General   Corporation   Law  of  the  State  of  Delaware  (the
"Corporation"), does hereby certify:

         FIRST:  That at a meeting of the Board of Directors of said Corporation
resolutions  were duly  adopted (i) to amend the  Corporation's  Certificate  of
Incorporation  to increase  the  authorized  shares of Class A common stock from
200,000,000 to  500,000,000;  to eliminate the Class B-Series 1 common stock; to
increase the number of authorized  shares of Class  B-Series 2 common stock from
25,000,000 to  50,000,000;  and to increase the number of  authorized  shares of
Class B-Series 3 common stock from 10,000,000 to 20,000,000; (ii) declaring said
amendments to be advisable;  and (iii) directing said amendments to be submitted
to the Corporation's stockholders at its next annual meeting of stockholders for
consideration thereof. The language of the proposed amendments is as follows:

         1. That Article  Fourth of the  Certificate  of  Incorporation  of this
Corporation  shall be  amended  by  deleting  the  existing  Article  Fourth and
substituting the following language as the new Article Fourth in lieu thereof:

         FOURTH: The total number of shares of stock which the Corporation shall
         have authority to issue is five hundred  eighty  million  (580,000,000)
         shares of capital  stock,  consisting  of (i) ten million  (10,000,000)
         shares of preferred stock,  each having a par value of one penny ($.01)
         ("Preferred Stock"),  (ii) five hundred million (500,000,000) shares of
         Class A common  stock,  each  having a par  value of one  penny  ($.01)
         ("Class A Common Stock"), and (iii) seventy million (70,000,000) shares
         of Class B common  stock,  each having a par value of one penny  ($.01)
         ("Class B Common  Stock" and,  collectively  with Class A Common Stock,
         "Common Stock").  The Class B Common Stock shall consist of two series:
         fifty  million  (50,000,000)  shares of Class B Common  Stock  shall be
         designated  Series 2  ("Class  B-Series  2 Common  Stock")  and  twenty
         million (20,000,000) shares of Class B Common Stock shall be designated
         Series 3 ("Class B-Series 3 Common Stock").

         2. That all  references  to the Class  B-Series  1 common  stock in the
Certificate of  Incorporation of the Corporation be eliminated and of no further
force or effect.
<PAGE>
         SECOND:  That  thereafter,  pursuant  to  resolution  of its  Board  of
Directors,  an annual meeting of the  stockholders of said  Corporation was duly
called and held,  upon  notice in  accordance  with  Section  222 of the General
Corporation Law of the State of Delaware,  at which meeting the necessary number
of shares as required were voted in favor of the amendments.

         THIRD: That said amendments were duly adopted pursuant to the authority
contained in the Corporation's Certificate of Incorporation and its By-laws, and
in accordance with the provisions of Section 242 of the General  Corporation Law
of the State of Delaware.

IN WITNESS WHEREOF,  the Corporation has caused this Certificate of Amendment of
Certificate of Incorporation  to be executed by Laurence E. Harris,  Senior Vice
President and General Counsel, this 15th day of June 2000.

                                            TELIGENT, INC.

                                        By: /s/ LAURENCE E.HARRIS
                                            -----------------------------------
                                            Laurence E. Harris
                                            Senior Vice President and General
                                            Counsel
<PAGE>
                          CERTIFICATE OF CORRECTION OF

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                                 TELIGENT, INC.

It is hereby certified that:

                  1.  The  name  of  the  corporation  (hereinafter  called  the
"Corporation") is Teligent, Inc.

                  2.  The   Certificate   of   Amendment   of   Certificate   of
Incorporation of the  Corporation,  which was filed by the Secretary of State of
Delaware on June 15, 2000, is hereby corrected.

                  3. The  inaccuracy  to be corrected in said  instrument  is as
follows:   The  first   paragraph  of  Article  Fourth  of  the  Certificate  of
Incorporation  shall be amended by deleting the first  paragraph of the existing
Article  Fourth and replacing it with the language set forth in the  Certificate
of Amendment of Certificate of Incorporation. Article Fourth subsections A and B
of the Certificate of Incorporation of this Corporation  shall remain unchanged,
except  that  all  references  to the  Class  B-Series  1  common  stock in such
subsections shall be eliminated and of no further force or effect.

                  4. The  portion  of the  instrument  in  corrected  form is as
follows:

         "1. That Article  Fourth of the  Certificate of  Incorporation  of this
Corporation  shall be amended by deleting  the first  paragraph  of the existing
Article  Fourth  and  substituting  the  following  language  as the  new  first
paragraph of Article Fourth in lieu thereof:

                  FOURTH:  The  total  number  of  shares  of  stock  which  the
         Corporation  shall  have  authority  to  issue is five  hundred  eighty
         million  (580,000,000)  shares of capital stock,  consisting of (i) ten
         million (10,000,000) shares of preferred stock, each having a par value
         of one penny ($.01)  ("Preferred  Stock"),  (ii) five  hundred  million
         (500,000,000)  shares of Class A common stock,  each having a par value
         of one penny ($.01) ("Class A Common Stock"), and (iii) seventy million
         (70,000,000) shares of Class B common stock, each having a par value of
         one penny ($.01) ("Class B Common Stock" and, collectively with Class A
         Common Stock,  "Common Stock").  The Class B Common Stock shall consist
         of two  series:  fifty  million  (50,000,000)  shares of Class B Common
         Stock shall be designated  Series 2 ("Class  B-Series 2 Common  Stock")
         and twenty million (20,000,000) shares of Class B Common Stock shall be
         designated Series 3 ("Class B-Series 3 Common Stock").

         Article Fourth  subsections A and B of the Certificate of Incorporation
of this Corporation  shall remain  unchanged,  except that all references to the
Class B-Series 1 common stock in such subsections  shall be eliminated and of no
further force or effect."

         IN WITNESS  WHEREOF,  the  corporation  has caused this  Certificate of
Correction of the Certificate of Amendment of Certificate of incorporation to be
executed by Laurence E. Harris,  Senior Vice President and General Counsel, this
10TH day of August 2000.

                                                     TELIGENT, INC.

                              BY:      /S/ LAURENCE E. HARRIS
                                       -----------------------------------------
                                       Laurence E. Harris
                                       Senior Vice President and General Counsel