Exhibit 3.1  CERTIFICATE OF INCORPORATION  OF  OTELCO INC.   ARTICLE I.NAME  The name of the
corporation (herein called the Corporation) is Otelco Inc.  ARTICLE II.REGISTERED OFFICE AND AGENT  The address of the
registered office of the Corporation in the State of Delaware is 9 East
Loockerman Street, Suite 1B, City of Dover, County of Kent, 19901. The name of
the registered agent of the Corporation at such address is National Registered
Agents, Inc.  ARTICLE III.PURPOSE & DURATION  The purpose of the Corporation
is to engage in any lawful act or activity for which corporations may be
organized under the Delaware General Corporation Law (DGCL).  The Corporation is to have a perpetual
existence.  ARTICLE IV.CAPITAL STOCK  Section 1.               Authorized
Capital Stock.  The total
number of shares of capital stock which the Corporation shall have authority to
issue is 20,800,000 shares of common stock, $0.01 par value per share, of which
20,000,000 shares are designated as Class A common stock (the Class A Stock)
and 800,000 shares are designated as Class B common stock (the Class B
Stock), and 2,000,000 shares of preferred stock, $0.01 par value per share
(the Preferred Stock).  Section 2.               LLC
Corporate Conversion.  At
the time that this Certificate of Incorporation is filed with the Secretary of
State (the Effective Time), each membership interest (each, a Unit)
in the Corporations predecessor, Rural LEC Acquisition LLC, a Delaware limited
liability company, issued and outstanding immediately prior to the Effective
Time shall, without any action on the part of the holder thereof, be
automatically reclassified, changed and converted into 0.19498 shares of Class
B Stock and 3.12572 IDSs (as defined below). 
Fractional shares shall not be issued upon such conversion.  As soon as practicable following the
Effective Time, each holder of Units may exchange the certificate(s) evidencing
the Units held by such holder with the Corporation for a new certificate
evidencing the appropriate number of shares of Class B Stock and IDSs.  Until the time that any certificate
evidencing Units has been exchanged in accordance with the preceding sentence,
such certificate


shall be deemed, for all
purposes, to represent the applicable number of shares of Class B Stock and IDSs
after the Effective Time.  Section 3.               Terms of
Capital Stock.  The
following is a statement of the designations, preferences, voting powers,
qualifications, special or relative rights and privileges in respect of the
authorized capital stock of the Corporation:  (a)           Class A Stock and Class B Stock.  The Class A Stock and Class B Stock shall
have all rights and privileges typically associated with common stock as set
forth in the DGCL, including without limitation, the right to vote on all
matters typically presented to the holders of the common stock for a vote and the
additional rights and privileges hereinafter set forth:  (i)            The
Class A Stock shall be identical to the Class B Stock in all respects, except
that:  (A)          The
Corporation shall only be permitted to issue shares of Class A Stock as part of
an income deposit security of the Corporation (an IDS), except to the
extent that such IDSs have separated into shares of Class A Stock and Senior
Subordinated Notes (as defined below) represented thereby.  Such IDSs shall consist of one share of Class
A Stock and a senior subordinated note of the Corporation due 2019 (a Senior
Subordinated Note) with a principal amount of $7.50; and  (B)           No
dividend, whether in cash or property, shall be paid or declared on Class B
Stock.  (ii)           Except
as otherwise set forth herein, in any certificate of designations, preferences
and rights then in force or in the By-laws (as defined below), the holders of
the Class A Stock and Class B Stock shall vote together on all matters as a
class; provided, however, that, except as otherwise required by
law, holders of Class A Stock and Class B Stock, as such, shall not be entitled
to vote on any amendment to this Certificate of Incorporation (including any
certificate of designations relating to any class or series of Preferred Stock)
that relates solely to the terms of one or more outstanding class or series of
Preferred Stock if the holders of such affected class or series of Preferred
Stock are entitled, either separately or voting together with the holders of
one or more other such class or series of Preferred Stock, to vote thereon
pursuant to this Certificate of Incorporation (including any certificate of
designations relating to any class or series of Preferred Stock) or pursuant to
the DGCL.  Each share of Class A Stock
and Class B Stock shall entitle the holder thereof to cast one vote.  (iii)          Subject
to the rights of the Preferred Stock, (A) dividends and other distributions may
be paid on the Class A Stock, as and when declared by the Board, in cash,
capital stock or property, out of the assets or funds of the Corporation
legally available therefor and (B) upon a voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, holders of shares of Class A Stock
and Class B Stock  2


shall
share ratably, on pari passu basis, in the assets
of the Corporation available for distribution.  (b)           Preferred Stock.  Subject to the provisions of this Article IV,
the Preferred Stock may be issued from time to time in one or more classes or
series.  The Board shall have the
authority to the fullest extent permitted under the DGCL to adopt by resolution
from time to time one or more certificates of designations providing for the
designation of one or more classes or series of Preferred Stock and the voting
powers, whether full or limited or no voting powers, and such designations,
preferences and relative, participating, optional, or other special rights and
qualifications, limitations or restrictions thereof, and to fix or alter the
number of shares comprising any such class or series, subject to any
requirements of the DGCL and this Certificate of Incorporation.  The authority of
the Board with respect to each such class or series shall include, without
limitation of the foregoing, the right to determine and fix the following
preferences and powers, which may vary as between different classes or series
of Preferred Stock:  (i)            the
distinctive designation of such class or series and the number of shares to
constitute such class or series;  (ii)           the
rate at which dividends on the shares of such class or series shall be declared
and paid, or set aside for payment, whether dividends at the rate so determined
shall be cumulative or accruing, and whether the shares of such class or series
shall be entitled to any participating or other dividends in addition to
dividends at the rate so determined, and if so, on what terms;  (iii)          the
right or obligation, if any, of the Corporation to redeem shares of the
particular class or series of Preferred Stock, and, if redeemable, the price,
terms and manner of such redemption;  (iv)          the
special and relative rights and preferences, if any, and the amount or amounts
per share, which the shares of such class or series of Preferred Stock shall be
entitled to receive upon any voluntary or involuntary liquidation, dissolution
or winding up of the Corporation;  (v)           the
terms and conditions, if any, upon which shares of such class or series shall
be convertible into, or exchangeable for, shares of capital stock of any other
class or series, including the price or prices or the rate or rates of
conversion or exchange and the terms of adjustment, if any;  (vi)          the
obligation, if any, of the Corporation to retire, redeem or purchase shares of
such class or series pursuant to a sinking fund or fund of a similar nature or
otherwise, and the terms and conditions of such obligation;  (vii)         voting
rights, if any, including special voting rights with respect to the election of
directors and matters adversely affecting any class or series of Preferred
Stock;  3


(viii)        limitations,
if any, on the issuance of additional shares of such class or series or any
shares of any other class or series of Preferred Stock; and  (ix)           such
other preferences, powers, qualifications, special or relative rights and
privileges thereof as the Board, by the vote of the members of the Board then
in office acting in accordance with this Certificate of Incorporation, or any
Preferred Stock, may deem advisable and are not inconsistent with law, the
provisions of this Certificate of Incorporation or the provisions of any
certificate of designations.  (c)           Stockholder Meetings.  (i)            Except
as otherwise required by law, a quorum for the transaction of business at
meeting of stockholders shall be as set forth in the By-laws and shall require the
presence in person or by proxy of the holders of record of a minimum of one-third
of the voting power of the outstanding shares of capital stock entitled to vote
at such meeting.  Notwithstanding the
foregoing, a minimum quorum of a majority of the voting power of the
outstanding shares of capital stock entitled to vote is necessary to hold a
vote for any director in a contested election, the removal of a director from
the Board or the filling of a vacancy on the Board.  (ii)           Notwithstanding
anything to the contrary contained herein, (A) special meetings of the
stockholders may only be called by the Board pursuant to (I) a resolution
adopted by a majority of the members of the Board or (II) a request by holders
of at least a majority of the voting power of all outstanding shares of the
capital stock of the Corporation entitled to vote at such special meeting and (B)
actions to be voted on by the holders of capital stock may not be taken by
written consent in lieu of a meeting and the power of stockholders to consent
in writing, without a meeting, to take any action is specifically denied.  (iii)          Unless
and except to the extent that the By-laws of the Corporation shall so require,
the election of directors of the Corporation need not be by written ballot.  (d)           No Preemptive Rights.  The holders of the capital stock of the
Corporation shall have no preemptive rights to subscribe for any shares of any
class of stock of the Corporation whether now or hereafter authorized.  ARTICLE V.DIRECTORS  Section 1.               Number of
Directors.  The number of
directors on the Board is initially set at seven (7) until otherwise fixed from
time to time exclusively pursuant to a resolution adopted by a majority of the
entire Board.  Section 2.               Classified
Board.  The Board shall be
divided into three classes, designated Class I, Class II and Class III, which
shall be as nearly equal in number as possible. 
Directors of Class I shall hold office for an initial term expiring at
the annual meeting of stockholders to be held in 2005.  Directors of Class II shall hold office for
an initial term expiring at the annual meeting of stockholders to be held in
2006.  Directors of Class III shall  4


hold office for an
initial term expiring at the annual meeting of stockholders to be held in 2007.  Except as otherwise provided in the Companys
Third Amended and Restated By-laws (the By-laws) in connection with
the removal of directors and the filling of vacancies on the Board, at each
annual meeting of the stockholders, the respective successors of the directors
whose terms are then expiring shall be elected for terms expiring at the annual
meeting of stockholders held on the third anniversary thereof.  Upon the filing of this Certificate of
Incorporation, the initial directors of the Board shall be as follows:  Class I:
  Michael D.
  Weaver and Patricia L. Higgins.Class II:
  Andrew Meyers
  and John P. Kunz.Class III:
  Stephen P.
  McCall, William F. Reddersen and Howard Haug.  Section 3.               Vacancies
and Removal.  Any
vacancies in the Board for any reason, and any directorships resulting from any
increase in the number of directors, may be filled by the Board acting by a
majority of the directors then in office, although less than a quorum, and any
directors so chosen shall hold office until the next election of the class for
which such directors shall have been chosen and until their successors shall be
elected and qualified.  Notwithstanding
the foregoing, and except as otherwise required by law, whenever the holders of
any one or more series of Preferred Stock shall have the right, voting
separately as a class, to elect one or more directors of the Corporation, the
terms of the director or directors elected by such holders shall expire at the
next succeeding annual meeting of stockholders. 
Notwithstanding any other provisions of this Certificate of Incorporation
or the By-laws of the Corporation (and notwithstanding the fact that some
lesser percentage pay be specified by law, this Certificate of Incorporation or
By-laws of the Corporation), any director or the entire Board may be removed at
any time, but only for cause and only by the affirmative vote of the holders of
50% or more of the outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors (considered for this
purpose as one class) cast at a meeting of the stockholders called for that
purpose.  ARTICLE VI.LIABILITY AND INDEMNIFICATION  Section 1.               Liability.  A director of the Corporation shall not be
personally liable to the Corporation or its stockholders for monetary damages
for breaches of fiduciary duties as a director, except for liability (a) for
any breach of the directors duty of loyalty to the Corporation or its
stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) under Section 174 of
the DGCL (or any successor provision thereto), or (d) for any transaction from
which the director derived any improper personal benefit.  If the DGCL is amended after the Effective
Time to authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the DGCL, as
so amended.  The Corporation is authorized
to provide by by-law, agreement or otherwise for indemnification of directors,
officers, employees and agents for breach of duty to the Corporation and its
stockholders in excess of the indemnification otherwise permitted by applicable
law.  5


Section 2.               Indemnification.  Each person who was or is made a party or is
threatened to be made a party to or is otherwise involved in any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (a Proceeding), by reason of the fact
that he or she is or was a director, officer or employee of the Corporation or
is or was serving at the request of the Corporation as a director, officer or
employee of another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to an employee benefit plan
(each an Indemnitee), whether the basis of such Proceeding is alleged
action in an official capacity while serving as a director, officer or employee
or in any other capacity while serving as a director, officer or employee,
shall be indemnified and held harmless by the Corporation to the fullest extent
authorized by the DGCL, as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment permits
the Corporation to provide broader indemnification rights than permitted prior
thereto), against all expense, liability and loss (including attorneys fees,
judgments, fines, ERISA excise taxes, excise taxes, penalties or amounts paid
or to be paid in settlement) reasonably incurred or suffered by such Indemnitee
in connection therewith and such indemnification shall continue as to an
Indemnitee who has ceased to be a director, officer or employee and shall inure
to the benefit of the Indemnitees heirs, testators, intestates, executors and
administrators; provided, however, that such person acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the Corporation, and with respect to a Proceeding, had no
reasonable cause to believe his conduct was unlawful; provided  further,
however, that no indemnification shall be made in the case of a
Proceeding by or in the right of the Corporation in relation to matters as to
which it shall be adjudged in such Proceeding that such director, officer,
employee or agent is liable to the Corporation, unless a court having
jurisdiction shall determine that, despite such adjudication, such person is
fairly and reasonably entitled to indemnification; provided  further,
however, that, except as provided below with respect to Proceedings to
enforce rights to indemnification, the Corporation shall indemnify any such
Indemnitee in connection with a Proceeding (or part thereof) initiated by such
Indemnitee only if such Proceeding (or part thereof) initiated by such
Indemnitee was authorized by the Board. 
The right to indemnification conferred in this Section2 shall be
a contract right and shall include the right to be paid by the Corporation the
expenses incurred in defending any such Proceeding in advance of its final
disposition (an Advancement of Expenses); provided, however,
that, if the DGCL requires, an Advancement of Expenses incurred by an
Indemnitee in his or her capacity as a director or officer (and not in any
other capacity in which service was or is rendered by such Indemnitee,
including, without limitation, service to an employee benefit plan) shall be
made only upon delivery to the Corporation of an undertaking (an Undertaking),
by or on behalf of such Indemnitee, to repay all amounts so advanced if it
shall ultimately be determined by final judicial decision from which there is
no further right to appeal (a Final Adjudication) that such Indemnitee
is not entitled to be indemnified for such expenses under this Section or
otherwise.  If a claim under this
Section 2 is not paid in full by the Corporation with 60 days after a written
claim has been received by the Corporation, except in the case of a claim for
an Advancement of Expenses, in which case the applicable period shall be 20
days, the Indemnitee may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim.  If successful in whole or in part in any such
suit, or in a suit brought by the Corporation to recover an Advancement of
Expenses pursuant to the terms of any Undertaking, the Indemnitee shall be
entitled to be paid also the expense of prosecuting or defending such
suit.  In  6


(i) any suit
brought by the Indemnitee to enforce a right to indemnification hereunder (but
not in a suit brought by the Indemnitee to enforce a right to an Advancement of
Expenses) it shall be a defense that, and (ii) in any suit by the Corporation
to recover an Advancement of Expenses pursuant to the terms of an Undertaking
the Corporation shall be entitled to recover such expenses upon a Final
Adjudication that, the Indemnitee has not met the applicable standard of
conduct set forth in the DGCL.  Neither
the failure of the Corporation (including the Board, independent legal counsel,
or the stockholders) to have made a determination prior to the commencement of
such suit that indemnification of the Indemnitee is proper in the circumstances
because the Indemnitee has met the applicable standard of conduct set forth in
the Delaware Statute, nor an actual determination by the Corporation (including
the Board, independent legal counsel or the stockholders) that the Indemnitee
has not met such applicable standard of conduct, shall create a presumption
that the Indemnitee has not met the applicable standard of conduct or, in the
case of such a suit brought by the Indemnitee, be a defense to such suit.  In any suit brought by the Indemnitee to enforce
a right to indemnification or to an Advancement of Expenses hereunder, or by
the Corporation to recover an Advancement of Expenses pursuant to the terms of
an Undertaking, the burden of proving that the Indemnitee is not entitled to be
indemnified, or to such Advancement of Expenses, under this Section or
otherwise shall be on the Corporation.  Section 3.               Modification
of this Article.  Any
repeal or modification of this Article VI, shall not adversely affect any right
or protection of a director, officer, employee or agent of the Corporation (as
applicable) existing at the time of such repeal or modification.  Any right or protection of a director,
officer, employee or agent of the Corporation (as applicable) under this
paragraph shall inure to the benefit of such persons heirs, executors and
administrators.  ARTICLE VII.INTERESTED TRANSACTIONS  The Corporation elects
not to be governed by Section 203 of the DGCL (or any successor provision
thereto).  ARTICLE VIII.AMENDING THE BY-LAWS  In furtherance and not in
limitation of the powers conferred by the laws of the State of Delaware, the
Board is expressly authorized and empowered to make, alter, amend or repeal the
By-laws in any manner, without the assent or vote of the stockholders, not
inconsistent with the laws of the State of Delaware or this Certificate of
Incorporation.  Notwithstanding the
foregoing sentence, the stockholders may make, alter, amend or repeal the By-laws
in any manner pursuant to a vote of at least two-thirds of the voting power of
the outstanding shares of capital stock entitled to vote.  7


ARTICLE IX.AMENDMENT  The Corporation reserves
the right to amend any provision contained in this Certificate of Incorporation
as the same may from time to time be in effect in the manner now or hereafter
prescribed by laws of the State of Delaware, and all rights conferred upon
stockholders, directors or others hereunder are subject to such reservation.  Notwithstanding the foregoing, and without
limiting any additional requirements set forth in the DGCL, the following
provisions of this Certificate of Incorporation may only be amended by a vote
of at least two-thirds of the voting power of the outstanding shares of capital
stock entitled to vote on such matters: 
Section 3(c) of Article IV, Article V, Article VI, Article VIII and this
Article IX.  ARTICLE X.INCORPORATOR  The name and mailing
address of the incorporator is as follows:  Michael D. Weaver 505 Third Avenue East Oneonta, Alabama 35121  *      *      *      *      *  8


IN WITNESS
WHEREOF, I, the
undersigned, being the sole incorporator named above, for the purpose of
forming a corporation pursuant to the General Corporation Law of the State of
Delaware, DO HEREBY CERTIFY, under penalties of perjury, that this is my act
and deed and that the facts stated above are true and, accordingly, I have
hereunto set my hand as of December 21, 2004.  /s/ Michael D. WeaverMichael D. Weaver  9