<PAGE>   1
                                                                     EXHIBIT 3.1
                                                                     -----------


                               STATE OF DELAWARE
                                        
                   OFFICE OF THE SECRETARY OF STATE   PAGE 1
                 ---------------------------------------------


     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 CERTIFICATE OF CHANGE OF
REGISTERED AGENT OF "OPTEL, INC.", FILED IN THIS OFFICE ON THE TWENTIETH DAY OF
FEBRUARY, A.D. 1998, AT 9 O'CLOCK A.M.











                                    [SEAL]     /S/ Edward J. Freel
                                             -----------------------------------
                                             Edward J. Freel, Secretary of State

                                             AUTHENTICATION: 9002146
                                                       DATE: 03-30-98
<PAGE>   2
                      CERTIFICATE OF CHANGE OF LOCATION OF
                                        
                     REGISTERED OFFICE AND REGISTERED AGENT
                                        
                                       OF
                                        
                                  Optel, Inc.

          The undersigned corporation hereby certifies as follows:

          FIRST:  The name of the corporation is 

                                  Optel, Inc.

          SECOND: The address of the new registered office shall be 15 East
North Street, in the city of Dover, County of Kent, State of Delaware 19901.

          THIRD:  The name of the new registered agent is United Corporate
Services, Inc.

          FOURTH: The aforesaid changes were duly authorized by appropriate
resolutions adopted by the Board of Directors at a meeting thereof.

          IN WITNESS WHEREOF, I have hereunto signed my name and affirm that
the statements made herein are true under the penalties or perjury this second
day of February 1998.


                                               Optel, Inc.
                                                                                
                                                                                
                                                                                
                                                /s/ Michael E. Katzenstein
                                               ---------------------------------
                                                 Michael E. Katzenstein
                                                 Vice-President
<PAGE>   3
                               STATE OF DELAWARE
                                        
                   OFFICE OF THE SECRETARY OF STATE   PAGE 1
               -------------------------------------------------





     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 CERTIFICATE OF AMENDMENT
OF "OPTEL, INC.", FILED IN THIS OFFICE ON THE FIFTEENTH DAY OF AUGUST, A.D.
1997, AT 9 O'CLOCK A.M.







                                    [SEAL]   /s/  Edward J. Freel
                                             -----------------------------------
                                             Edward J. Freel, Secretary of State
                                                                                
                                                AUTHENTICATION: 9002145
                                                          DATE: 03-30-98
<PAGE>   4
                                                                     EXHIBIT 3.1



                            CERTIFICATE OF AMENDMENT

                                     TO THE

                     RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                  OPTEL, INC.

                 ----------------------------------------------
                    Under Section 242 of the Delaware General
                                 Corporation Law
                 ----------------------------------------------

                 Pursuant to the provisions of Section 242 of the General
Corporation Law of the State of Delaware (the "GCL"), the undersigned, being
the Vice President and General Counsel and the Chief Financial Officer of
OpTel, Inc., do hereby certify that:

                 FIRST:  The name of the corporation is OpTel, Inc.
(hereinafter referred to as the "Corporation").

                 SECOND:  The Certificate of Incorporation of the Corporation
was filed with the Office of the Secretary of State of the State of Delaware on
July 1, 1994.  A Restated Certificate of Incorporation of the Corporation (the
"Restated Certificate of Incorporation") was filed with the Secretary of State
of the State of Delaware on December 19, 1994.

                 THIRD:  The Restated Certificate of Incorporation of the
Corporation is hereby amended by deleting Article FOUR, Sections A.4 through
and including Section A.8 in their entirety and replacing them with the
following:

                 "4.      Any purported transfer of issued and outstanding
shares of Class B Common Stock other than to a Permitted Transferee (as defined
herein) shall result in the automatic conversion of the shares of Class B
Common Stock being transferred into the like number of shares of Class A Common
Stock.  No purported transfer of shares of Class B Common Stock shall be
effective unless and until the transferor has surrendered to the Corporation,
at its office or agency maintained for that purpose, the certificates
representing the shares of Class B Common Stock to be transferred, which
certificates shall be duly endorsed or accompanied by executed stock powers,
with the signatures appropriately guaranteed.  All such certificates shall be
accompanied by written notice of the holder's intention to transfer the shares,
including a statement of the number of shares of Class B Common Stock to be
transferred
<PAGE>   5
and converted and the name or name(s) and addresses in which the certificate or
certificates for shares of Class A Common Stock issuable upon such conversion
shall be issued and, if required, funds for the payment of any applicable
transfer taxes.  The Corporation will, as soon as practicable thereafter,
deliver at said office to the transferee of converted shares of Class B Common
Stock, or to any nominee or designee of such transferee, a certificate or
certificates for the number of full shares of Class A Common Stock issuable
upon such conversion and, in the event that the transferor is transferring less
than the aggregate number of shares represented by the certificates
surrendered, a certificate or certificates for the number of full shares of
Class B Common Stock not being transferred.  Shares of Class B Common Stock
shall be deemed to have been converted as of the date of the surrender of the
shares for transfer and conversion as hereinbefore provided, and the person or
persons in whose name Class A Common Stock is issuable upon such conversion
shall be treated for all purposes as the record holder or holders of such Class
A Common Stock on such date.  Shares of Class B Common Stock so converted shall
be returned to the status of authorized and unissued shares of Class B Common
Stock.  The Corporation shall at all times reserve for issuance a number of
shares of Class A Common Stock (which may include Class A Common Stock held by
the Corporation as treasury stock) which shall be sufficient for issuance upon
conversion of all of the then outstanding Class B Common Stock pursuant to this
Section 4 or otherwise.  The Corporation, may, as a condition to the transfer
or the registration of transfer of shares of Class B Common Stock to a
purported Permitted Transferee, require the furnishing of such affidavits or
other proof as it reasonably deems necessary to establish that such transferee
is a Permitted Transferee.  For purposes hereof (1) "Permitted Transferee"
shall mean a Person who acquires shares of Class B Common Stock otherwise than
in a transaction (a) on a securities exchange or public quotation system,
whether or not registered as such under the Securities Exchange Act of 1934, as
amended (or any successor statute) (the "Exchange Act"), (b) effected to or
through a Person acting as a broker or dealer (whether or not registered as
such under the Exchange Act or any foreign system of registration or
regulation), (c) pursuant to a registration statement under the Securities Act
of 1933, as amended (or any successor statute) (the "Securities Act"), (d) as a
result of which the shares of Class B Common Stock cease to be "restricted
securities" within the meaning of Rule 144 under the Securities Act (or any
successor or similar rule), or (e) that is (or if it occurred in the United
States, would be) required to be registered under the Securities Act, (2)
"Affiliate" shall mean, with respect to any Person, another Person directly or
indirectly controlling, controlled by, or under direct or indirect common
control with, such Person, provided, however, that no employee of the
Corporation or any of its subsidiaries shall be deemed to be an Affiliate
solely by reason of his or her capacity as an employee,





                                       2
<PAGE>   6
or by reason of any employment agreement, and (3) "Person" shall mean and
include an individual, a partnership, a limited liability company, a joint
venture, a corporation, a  trust, an unincorporated organization and a
government or any department or agency thereof.  All certificates evidencing
shares of Class B Common Stock shall be endorsed with a legend making
appropriate reference to the foregoing provisions regarding automatic
conversion.

                 5.       Each holder of Class B Common Stock issued and
outstanding shall be entitled, at such holder's option, to convert each share
of Class B Common Stock standing on the books of the Corporation in such
holder's name into one share of Class A Common Stock.  If VPC and its
Affiliates shall at any time elect to convert all of the shares of Class B
Common Stock then issued and outstanding and held by them into shares of Class
A Common Stock, whether by transfer pursuant to Section 4 or by conversion
pursuant to this Section 5, all of the other shares of Class B Common Stock
issued and outstanding as of the date of such conversion shall be automatically
converted into shares of Class A Common Stock on a share for share basis and
shall otherwise cease to be outstanding, effective as of the date of such
transfer and/or conversion by VPC and its Affiliates.  All Persons registered
as holders of shares of Class B Common Stock on the date of such conversion
shall be treated for all purposes as the record holders of an equal number of
shares of Class A Common Stock on such date.  The Corporation will, as soon as
practicable thereafter, deliver to each of the holders of the shares of Class B
Common Stock converted into shares of Class A Common Stock a certificate or
certificates for the Class A Common Stock against receipt from such holder of
the certificate theretofore representing an equal number of shares of Class B
Common Stock.  Shares of Class B Common Stock so converted shall be returned to
the status of authorized and unissued shares of Class B Common Stock.  Pending
delivery of certificates for shares of Class A Common Stock after such
conversion, certificates for shares of Class B Common Stock so converted shall
be deemed to be certificates for an equal number of shares of Class A Stock.

                 6.       Upon any sale of Common Stock of the Corporation
pursuant to a registration statement under the Securities Act or any
registration of Common Stock of the Corporation pursuant to the Exchange Act,
the shares of Class C Common Stock will automatically be converted into an
equal number of shares of Class A Common Stock or such other class of common
equity securities of the Corporation that is registered with the Securities and
Exchange Commission or is listed on a national securities exchange or otherwise
subject to registration under the Exchange Act (the "Conversion Shares"),
provided the terms thereof are no less favorable to holders thereof than were
the shares of Class C Common Stock.  The Corporation shall at all





                                       3
<PAGE>   7
times reserve for issuance sufficient shares of Class A Common Stock (which may
include Class A Common Stock held by the Corporation as treasury stock) or such
other common equity securities, for issuance upon conversion of the Class C
Common Stock.  The Corporation will, as soon as practicable thereafter, deliver
to the holder of the Class C Common Stock converted into the Conversion Shares
a certificate or certificates for the Conversion Shares against receipt from
such holder of the certificate theretofore representing an equal number of
shares of Class C Common Stock.  Shares of Class C Common Stock so converted
shall be returned to the status of authorized and unissued shares of Class C
Common Stock.

                 7.       Dividends may be paid to the holders of the Class A
Common Stock, Class B Common Stock and Class C Common Stock, as and when
declared by the Board of Directors, out of any funds of the Corporation legally
available for the payment of such dividends.  If and when dividends on the
Class A Common Stock, Class B Common Stock and Class C Common Stock are
declared from time to time by the Board of Directors, whether payable in cash,
in property or in shares of stock of the Corporation, the holders of the Class
A Common Stock, Class B Common Stock and Class C Common Stock shall be entitled
to share equally, on a per share basis, in such dividends.  If shares of Class
B Common Stock are paid on Class B Common Stock and shares of Class A Common
Stock are paid on Class A Common Stock and shares of Class C Common Stock are
paid on Class C Common Stock, in an equal amount per share of Class B Common
Stock and Class A Common Stock and Class C Common Stock in proportionate
amounts, such payment will be deemed to be a like dividend or other
distribution.

                 8.       Subject to the provisions of any series of Preferred
Stock at the time outstanding, upon liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, the net assets of the
Corporation shall be distributed pro rata to the holders of the Class A Common
Stock, Class B Common Stock and Class C Common Stock, without regard to class.

                 9.       If the Corporation shall in any manner split,
subdivide, combine or reclassify any outstanding shares of a class of Common
Stock, the outstanding shares of the other classes of Common Stock shall be
proportionately split, subdivided, combined or reclassified in the same manner
and on the same basis as the outstanding shares of the class of Common Stock
that have been split, subdivided, combined or reclassified, unless a different
basis has been consented to by the holders of a majority of the outstanding
shares of the Class A Common Stock or Class B Common Stock, as applicable, or
two-thirds of the outstanding shares of Class C Common Stock, to the extent any
such class would be adversely affected by such action.





                                       4
<PAGE>   8
                 Subject to the conversion rights of holders of Class C Common
Stock, in the event of any corporate merger, consolidation, purchase or
acquisition of property or stock or other reorganization in which any
consideration is to be received by the holders of Class B Common Stock or the
holders of Class A Common Stock, the holders of Class C Common Stock will
receive the same consideration on a per share basis, except that, if such
consideration shall consist in any part of voting securities (or of options or
warrants to purchase voting securities, or of securities convertible into or
exchangeable for voting securities), (i) the holders of Class B Common Stock
may receive, on a per share basis, voting securities with ten times the number
of votes per share as those voting securities to be received by the holders of
Class A Common Stock (or options or warrants to purchase, or securities
convertible into or exchangeable for voting securities with ten times the
number of votes per share as those voting securities issuable upon the exercise
of the options or warrants, or into which the convertible or exchangeable
securities may be converted or exchanged, received by the holders of Class A
Common Stock) and (ii) the holders of the Class C Common Stock may receive, on
a per share basis, non-voting securities (or options or warrants to purchase
non-voting securities or securities convertible into or exchangeable for
non-voting securities)."

                 FOURTH:  This Amendment to the Restated Certificate of
Incorporation of the Corporation was duly adopted by the unanimous written
consent of the Board of Directors of the Corporation in accordance with the
provisions of Section 141(f) of the GCL and the written consent of the
stockholders of the Corporation entitled to vote thereon in accordance with the
provisions of Section 228 of the GCL.

                 IN WITNESS WHEREOF, the undersigned have executed this
Certificate of Amendment as of August 15, 1997 and affirmed under penalties of
perjury that this Certificate of Amendment is the act and deed of the
Corporation and that the facts set forth herein are true.



                                            /s/ Michael E. Katzenstein       
                                            -----------------------------------
                                            Michael E. Katzenstein
                                            Vice President and General Counsel



                                            /s/ Bertrand Blanchette          
                                            -----------------------------------
                                            Bertrand Blanchette
                                            Chief Financial Officer





                                       5
<PAGE>   9
                               STATE OF DELAWARE
                                        
                   OFFICE OF THE SECRETARY OF STATE   PAGE 1
               -------------------------------------------------





     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 CERTIFICATE OF CORRECTION
OF "OPTEL, INC.", FILED IN THIS OFFICE ON THE SEVENTEENTH DAY OF MARCH, A.D.
1997, AT 9 O'CLOCK A.M.







                                    [SEAL]   /s/  Edward J. Freel
                                             -----------------------------------
                                             Edward J. Freel, Secretary of State
                                                                                
                                                AUTHENTICATION: 9002144
                                                          DATE: 03-30-98
<PAGE>   10

                                   CORRECTED

                            CERTIFICATE OF AMENDMENT

                                     TO THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                                  OPTEL, INC.

                 ----------------------------------------------
                  Under Section 103(f) of the Delaware General
                               Corporation Law
                 ----------------------------------------------

         The undersigned, hereby certifies and sets forth:

         The Certificate of Amendment to the Certificate of Incorporation of
OpTel, Inc. (the "Corporation") which was filed by the Secretary of State of
Delaware on February 10, 1997 contained certain typographical errors in the
paragraphs of Article THIRD referred to as FOUR.A.5, FOUR.A.6 and the last
unnumbered paragraph of FOUR.A and an omission of the parenthetical '(the
"Conversion Shares")' in paragraph Four.A.5 of Article THIRD.  Accordingly, a
corrected Certificate of Amendment to the Certificate of Incorporation of the
Corporation, the text of which follows, is submitted herewith for filing in its
entirety:


                            CERTIFICATE OF AMENDMENT

                                     TO THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                                  OPTEL, INC.

                 ----------------------------------------------
                   Under Section 242 of the Delaware General
                               Corporation Law
                 ----------------------------------------------

<PAGE>   11
         Pursuant to the provisions of Section 242 of the General Corporation
Law of the State of Delaware, the undersigned, being authorized officers of
OpTel, Inc. do hereby certify that:

                 FIRST:  The name of the corporation is OpTel, Inc.
(hereinafter referred to as the "Corporation").

                 SECOND:  The Certificate of Incorporation of the Corporation
was filed with the Office of the Secretary of State of the State of Delaware on
July 1, 1994 and restated by Restated Certificate of Incorporation, filed with
the Office of the Secretary of State of Delaware on December 19, 1994.

                 THIRD:  The Restated Certificate of Incorporation of the
Corporation is hereby amended by deleting Article FOUR in its entirety and
replacing it with the following:

                 "FOUR:  The total number of shares of all classes of stock
which the Corporation shall have authority to issue is fifteen million three
hundred thousand (15,300,000) shares divided into the following classes:

                 (i) Eight million (8,000,000) shares of Class A Common Stock,
par value of one cent ($.01) per share (hereinafter referred to as "Class A
Common Stock");

                 (ii) Six million (6,000,000) shares of Class B Common Stock,
par value of one cent ($.01) per share (hereinafter referred to as "Class B
Common Stock");

                 (iii) Three hundred thousand (300,000) shares of Class C
Common Stock, par value of one cent ($.01) per share (hereinafter referred to
as "Class C Common Stock"); and

                 (iv) One million (1,000,000) shares of Preferred Stock, par
value of one cent ($.01) per share (hereinafter referred to as "Preferred
Stock").

                 The Corporation's Class A Common Stock, Class B Common Stock
and Class C Common Stock are referred to hereinafter collectively as the
"Common Stock".





<PAGE>   12
                 A.       Powers and Rights of Holders of Class A Common Stock,
Class B Common Stock and Class C Common Stock.

                 1.       Except as stated in Sections 2 and 3 of this Article
FOUR, the Class A Common Stock, Class B Common Stock and Class C Common Stock
shall be identical in all respects and shall have equal powers, preferences,
rights and privileges;

                 2.       Except as may be otherwise required by law, and
subject to the provisions of any series of Preferred Stock at the time
outstanding, the holders of the Class A Common Stock and the Class B Common
Stock issued and outstanding shall have and possess the exclusive right to
notice of stockholders' meetings and the exclusive voting rights and powers,
whether at a meeting of stockholders or in connection with any action taken by
written consent; except as otherwise may be required by law, the holders of
Class C Common Stock are not entitled to notice of, or to vote at,
stockholders' meetings or in connection with any action taken by written
consent;

                 3.       Each holder of the Class A Common Stock issued and
outstanding shall be entitled to one (1) vote for each share of Class A Common
Stock standing in such holder's name on the books of the Corporation, and each
holder of the Class B Common Stock issued and outstanding shall be entitled to
ten (10) votes for each share of Class B Common Stock standing in such holder's
name on the books of the Corporation.  Except as may be otherwise required by
law, the holders of the Class A Common Stock and Class B Common Stock shall
vote together as a single class;

                 4.       Any purported transfer of shares of Class B Common
Stock other than to a Permitted Transferee (as defined herein) shall result in
the conversion of the shares of Class B Common Stock being transferred into the
like number of shares of Class A Common Stock.  No such transfer shall be
effective unless and until the transferor has surrendered to the Corporation,
at its office or agency maintained for that purpose, the certificates
representing the shares of Class B Common Stock to be transferred, which
certificates shall be duly endorsed or accompanied by executed stock powers,
with the signatures appropriately guaranteed.  All such certificates shall be
accompanied by written notice of the holder's intention to transfer the shares,
including a statement of the number of shares of Class B Common Stock to be
transferred and the name or
<PAGE>   13
name(s) and addresses in which the certificate or certificates for shares of
Class A Common Stock issuable upon such conversion shall be issued and, if
required, funds for the payment of any applicable transfer taxes.  The
Corporation will, as soon as practicable thereafter, deliver at said office to
the transferee of converted shares of Class B Common Stock, or to any nominee
or designee of such transferee, a certificate or certificates for the number of
full shares of Class A Common Stock issuable upon such conversion and, in the
event that the transferor is transferring less than the aggregate number of
shares represented by the certificates surrendered, a certificate or
certificates for the number of full shares of Class B Common Stock not being
transferred.  Shares of Class B Common Stock shall be deemed to have been
converted as of the date of the surrender of the shares for conversion as
hereinbefore provided, and the person or persons in whose name Class A Common
Stock is issuable upon such conversion shall be treated for all purposes as the
record holder or holders of such Class A Common Stock on such date.  Shares of
Class B Common Stock so converted shall be returned to the status of authorized
and unissued shares of Class B Common Stock.  The Corporation shall at all
times reserve for issuance sufficient shares of Class A Common Stock (which may
include Class A Common Stock held by the Corporation as treasury stock), for
issuance upon conversion of the Class B Common Stock.  The Corporation, may, as
a condition to the transfer or the registration of transfer of shares of Class
B Common Stock to a purported Permitted Transferee, require the furnishing of
such affidavits or other proof as it deems necessary to establish that such
transferee is a Permitted Transferee.  For purposes hereof (i) "Permitted
Transferee" shall mean Vanguard Communications, L.P., a California limited
partnership, Vanguard Communications, Inc., a California corporation and VPC
Corporation, a Delaware corporation and each of their respective Affiliates,
(ii) "Affiliate" shall mean, with respect to any Person, another Person
directly or indirectly controlling, controlled by, or under direct or indirect
common control with, such Person provided, however, that no employee of this
corporation or any of its subsidiaries shall be deemed to be an Affiliate
solely by reason of his capacity as an employee, or by reason of any employment
agreement, and (iii) "Person" shall mean and include an individual, a
partnership, a joint venture, a corporation, a  trust, an unincorporated
organization and a government or any department or agency thereof;
<PAGE>   14
                 5.       Upon any sale of Common Stock of the Corporation
pursuant to a registration statement under the securities Act of 1933 (or any
successor statute) or any registration of Common Stock of the Corporation
pursuant to the Securities Exchange Act of 1934 (or any successor statute)
("the "Exchange Act"), the shares of Class C Common Stock will automatically be
converted into an equal number of shares of Class A Common Stock or such other
class of common equity securities of the Corporation that is registered with
the Securities and Exchange Commission or is listed on a national securities
exchange or otherwise subject to registration under the Exchange Act (the
"Conversion Shares"), provided the terms thereof are no less favorable to
holders thereof than were the shares of Class C Common Stock.  The Corporation
shall at all times reserve for issuance sufficient shares of Class A Common
Stock (which may include Class A Common Stock held by the Corporation as
treasury stock) or such other common equity securities, for issuance upon
conversion of the Class C Common Stock.  The Corporation will, as soon as
practicable thereafter, deliver to the holder of the Class C Common Stock
converted into the Conversion Shares a certificate or certificates for the
Conversion Shares against receipt from such holder of the certificate
theretofore representing an equal number of shares of Class C Common Stock.
Shares of Class C Common Stock so converted shall be returned to the status of
authorized and unissued shares of Class C Common Stock;

                 6.       Dividends may be paid to the holders of the Class A
Common Stock, Class B Common Stock and Class C Common Stock, as and when
declared by the Board of Directors, out of any funds of the Corporation legally
available for the payment of such dividends.  If and when dividends on the
Class A Common Stock, Class B Common Stock and Class C Common Stock are
declared from time to time by the Board of Directors, whether payable in cash,
in property or in shares of stock of the Corporation, the holders of the Class
A Common Stock, Class B Common Stock and Class C Common Stock shall be entitled
to share equally, on a per share basis, in such dividends.  If shares of Class
B Common Stock are paid on Class B Common Stock and shares of Class A Common
Stock are paid on Class A Common Stock and shares of Class C Common Stock are
paid on Class C Common Stock, in an equal amount per share of Class B Common
and Class A Common and Class C Common Stock in proportionate amounts, such
payment will be deemed to be a like dividend or other distribution.
<PAGE>   15
                 7.       Subject to the provisions of any series of Preferred
Stock at the time outstanding, upon liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, the net assets of the
Corporation shall be distributed pro rata to the holders of the Class A Common
Stock, Class B Common Stock and Class C Common Stock, without regard to class;
and

                 8.       If the Corporation shall in any manner split,
subdivide, combine or reclassify any outstanding shares of a class of Common
Stock, the outstanding shares of the other such classes of Common Stock shall
be proportionately split, subdivided, combined or reclassified in the same
manner and on the same basis as the outstanding shares of the class of Common
Stock that have been split, subdivided, combined or reclassified, unless a
different basis has been consented to by the holders of a majority of the
outstanding shares of the Class A Common Stock or Class B Common Stock, as
applicable, or two-thirds of the outstanding shares of Class C Common Stock to
the extent any such class would be adversely affected by such action.

                 Subject to the conversion rights of holders of Class C Common
Stock, in the event of any corporate merger, consolidation, purchase or
acquisition of property or stock or other reorganization in which any
consideration is to be received by the holders of Class B Common Stock or the
holders of Class A Common Stock, the holders of Class C Common Stock will
receive the same consideration on a per share basis, except that, if such
consideration shall consist in any part of voting securities (or of options or
warrants to purchase voting securities, or of securities convertible into or
exchangeable for voting securities), (i) the holders of Class B Common Stock
may receive, on a per share basis, voting securities with ten times the number
of votes per share as those voting securities to be received by the holders of
Class A Common Stock (or options or warrants to purchase, or securities
convertible into or exchangeable for voting securities with ten times the
number of votes per share as those voting securities issuable upon the exercise
of the options or warrants, or into which the convertible or exchangeable
securities may be converted or exchanged, received by the holders of Class A
Common Stock) and (ii) the holders of the Class C Common Stock may receive, on
a per share basis, non-voting securities (or options or warrants to purchase
non-voting securities or securities convertible into or exchangeable for
non-voting securities).
<PAGE>   16
         B.      Preferred Stock.  The Board of Directors is authorized,
subject to any limitations prescribed by law, to provide for the issuance of
the shares of Preferred Stock in one or more series, and by filing a
certificate pursuant to the applicable law of the State of Delaware, to
establish from time to time the number of shares to be included in each such
series, and to fix the designation, powers, preferences and rights of the
shares of each such series and any qualifications, limitations or restrictions
thereof.  The number of authorized shares of Preferred Stock may be increased
or decreased (but not below the number of shares thereof then outstanding) by
the approval of a majority of the votes entitled to be cast by the holders of
the Common Stock, without a vote of the holders of the Preferred Stock, or of
any series thereof, unless a vote of any such holders is required pursuant to
the certificate or certificates establishing the series of Preferred Stock."

                 FOURTH:  This Amendment to the Restated Certificate of
Incorporation of the Corporation was authorized by Unanimous Written Consent of
the Board of Directors and by Unanimous Written Consent of the Shareholders of
the Corporation.

                 IN WITNESS WHEREOF, the undersigned have executed this
Certificate of Amendment to the Certificate of Incorporation of the Corporation
as of this 10th day of February, 1997 and affirm that the statements set forth
herein are true and correct under the penalties of perjury.



                                            By:    s/ Michael E. Katzenstein
                                                   -----------------------------
                                            Name:  Michael E. Katzenstein
                                            Title: Vice President & General
                                                      Counsel


                                            By:    s/ Bertrand Blanchette   
                                                   -----------------------------
                                            Name:  Bertrand Blanchette
                                            Title: Chief Financial Officer
<PAGE>   17
                 IN WITNESS WHEREOF, the undersigned have executed this
Corrected Certificate of Amendment to the Certificate of Incorporation of the
Corporation as of this    th day of February, 1997 and affirm that the
statements set forth herein are true and correct under the penalties of
perjury.



                                            By:    /s/ Michael E. Katzenstein  
                                                   ----------------------------
                                            Name:  Michael E. Katzenstein
                                            Title: Vice President & General
                                                      Counsel


                                            By:    /s/ Bertrand Blanchette      
                                                   -----------------------------
                                            Name:  Bertrand Blanchette
                                            Title: Chief Financial Officer
<PAGE>   18
                               STATE OF DELAWARE
                                        
                   OFFICE OF THE SECRETARY OF STATE   PAGE 1
               -------------------------------------------------





     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 CERTIFICATE OF AMENDMENT
OF "OPTEL, INC.", FILED IN THIS OFFICE ON THE TENTH DAY OF FEBRUARY, A.D. 1997,
AT 9 O'CLOCK A.M.







                                    [SEAL]   /s/  Edward J. Freel
                                             -----------------------------------
                                             Edward J. Freel, Secretary of State
                                                                                
                                                AUTHENTICATION: 9002143
                                                          DATE: 03-30-98
<PAGE>   19

                            CERTIFICATE OF AMENDMENT

                                     TO THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                                  OPTEL, INC.

                 ----------------------------------------------
                   Under Section 242 of the Delaware General
                               Corporation Law
                 ----------------------------------------------

                 Pursuant to the provisions of Section 242 of the General
Corporation Law of the State of Delaware, the undersigned, being authorized
officers of OpTel, Inc. do hereby certify that:

                 FIRST:  The name of the corporation is OpTel, Inc.
(hereinafter referred to as the "Corporation").

                 SECOND:  The Certificate of Incorporation of the Corporation
was filed with the Office of the Secretary of State of the State of Delaware on
July 1, 1994 and restated by Restated Certificate of Incorporation, filed with
the Office of the Secretary of State of Delaware on December 19, 1994.

                 THIRD:  The Restated Certificate of Incorporation of the
Corporation is hereby amended by deleting Article FOUR in its entirety and
replacing it with the following:

                 "FOUR:  The total number of shares of all classes of stock
which the Corporation shall have authority to issue is fifteen million three
hundred thousand (15,300,000) shares divided into the following classes:

                 (i) Eight million (8,000,000) shares of Class A Common Stock,
par value of one cent ($.01) per share (hereinafter referred to as "Class A
Common Stock");
<PAGE>   20
                 (ii) Six million (6,000,000) shares of Class B Common Stock,
par value of one cent ($.01) per share (hereinafter referred to as "Class B
Common Stock");

                 (iii) Three hundred thousand (300,000) shares of Class C
Common Stock, par value of one cent ($.01) per share (hereinafter referred to
as "Class C Common Stock"); and

                 (iv) One million (1,000,000) shares of Preferred Stock, par
value of one cent ($.01) per share (hereinafter referred to as "Preferred
Stock").

                 The Corporation's Class A Common Stock, Class B Common Stock
and Class C Common Stock are referred to hereinafter collectively as the
"Common Stock".


                 A.       Powers and Rights of Holders of Class A Common Stock,
Class B Common Stock and Class C Common Stock.

                 1.       Except as stated in Sections 2 and 3 of this Article
FOUR, the Class A Common Stock, Class B Common Stock and Class C Common Stock
shall be identical in all respects and shall have equal powers, preferences,
rights and privileges;

                 2.       Except as may be otherwise required by law, and
subject to the provisions of any series of Preferred Stock at the time
outstanding, the holders of the Class A Common Stock and the Class B Common
Stock issued and outstanding shall have and possess the exclusive right to
notice of stockholders' meetings and the exclusive voting rights and powers,
whether at a meeting of stockholders or in connection with any action taken by
written consent; except as otherwise may be required by law, the holders of
Class C Common Stock are not entitled to notice of, or to vote at,
stockholders' meetings or in connection with any action taken by written
consent;

                 3.       Each holder of the Class A Common Stock issued and
outstanding shall be entitled to one (1) vote for each share of Class A Common
Stock standing in such holder's name on the books of the Corporation, and each
holder of the Class B Common Stock issued and outstanding shall be entitled to
ten (10) votes for each share of Class B Common Stock standing in such holder's
name on the books of the Corporation.  Except as may be otherwise





<PAGE>   21
required by law, the holders of the Class A Common Stock and Class B Common
Stock shall vote together as a single class;

                 4.       Any purported transfer of shares of Class B Common
Stock other than to a Permitted Transferee (as defined herein) shall result in
the conversion of the shares of Class B Common Stock being transferred into the
like number of shares of Class A Common Stock.  No such transfer shall be
effective unless and until the transferor has surrendered to the Corporation,
at its office or agency maintained for that purpose, the certificates
representing the shares of Class B Common Stock to be transferred, which
certificates shall be duly endorsed or accompanied by executed stock powers,
with the signatures appropriately guaranteed.  All such certificates shall be
accompanied by written notice of the holder's intention to transfer the shares,
including a statement of the number of shares of Class B Common Stock to be
transferred and the name or name(s) and addresses in which the certificate or
certificates for shares of Class A Common Stock issuable upon such conversion
shall be issued and, if required, funds for the payment of any applicable
transfer taxes.  The Corporation will, as soon as practicable thereafter,
deliver at said office to the transferee of converted shares of Class B Common
Stock, or to any nominee or designee of such transferee, a certificate or
certificates for the number of full shares of Class A Common Stock issuable
upon such conversion and, in the event that the transferor is transferring less
than the aggregate number of shares represented by the certificates
surrendered, a certificate or certificates for the number of full shares of
Class B Common Stock not being transferred.  Shares of Class B Common Stock
shall be deemed to have been converted as of the date of the surrender of the
shares for conversion as hereinbefore provided, and the person or persons in
whose name Class A Common Stock is issuable upon such conversion shall be
treated for all purposes as the record holder or holders of such Class A Common
Stock on such date.  Shares of Class B Common Stock so converted shall be
returned to the status of authorized and unissued shares of Class B Common
Stock.  The Corporation shall at all times reserve for issuance sufficient
shares of Class A Common Stock (which may include Class A Common Stock held by
the Corporation as treasury stock), for issuance upon conversion of the Class B
Common Stock.  The Corporation, may, as a condition to the transfer or the
registration of transfer of shares of Class B Common Stock to a purported
Permitted Transferee, require the furnishing of such affidavits or other proof
as it deems necessary to establish that such
<PAGE>   22
transferee is a Permitted Transferee.  For purposes hereof (i) "Permitted
Transferee" shall mean Vanguard Communications, L.P., a California limited
partnership, Vanguard Communications, Inc., a California corporation and VPC
Corporation, a Delaware corporation and each of their respective Affiliates,
(ii) "Affiliate" shall mean, with respect to any Person, another Person
directly or indirectly controlling, controlled by, or under direct or indirect
common control with, such Person provided, however, that no employee of this
corporation or any of its subsidiaries shall be deemed to be an Affiliate
solely by reason of his capacity as an employee, or by reason of any employment
agreement, and (iii) "Person" shall mean and include an individual, a
partnership, a joint venture, a corporation, a  trust, an unincorporated
organization and a government or any department or agency thereof;

                 5.       Upon any sale of Common Stock of the Corporation
pursuant to a registration statement under the securities Act of 1933 (or any
successor statute) or any registration of Common Stock of the Corporation
pursuant to the Securities Exchange Act of 1934 (or any successor statute)
("the "Exchange Act"), the shares of Class C Common Stock will automatically be
converted into an equal number of shares of Class A Common Stock or such other
class of common equity securities of the Issuer that is registered with the
Securities and Exchange Commission or is listed on a national securities
exchange or otherwise subject to registration under the Exchange Act, provided
the terms thereof are no less favorable to holders than were the shares of
Class C Common Stock.  The Corporation shall at all times reserve for issuance
sufficient shares of Class A Common Stock (which may include Class A Common
Stock held by the Corporation as treasury stock or such other common equity
securities), for issuance upon conversion of the Class C Common Stock.  The
Corporation will, as soon as practicable thereafter, deliver to the holder of
the Class C Common Stock converted into the Conversion Shares a certificate or
certificates for the Conversion Shares against receipt from such holder of the
certificate theretofore representing an equal number of shares of Class C
Common Stock.  Shares of Class C Common Stock so converted shall be returned to
the status of authorized and unissued shares of Class C Common Stock;

                 6.       Dividends may be paid to the holders of the Class A
Common Stock, Class B Common Stock and Class C Common Stock, as and when
declared by the Board of Directors, out of any funds of
<PAGE>   23
the Corporation legally available for the payment of such dividends.  If and
when dividends on the Class A Common Stock, Class B Common Stock and Class C
Common Stock are declared from time to time by the Board of Directors, whether
payable in cash, in property or in shares of stock of the Corporation, the
holders of the Class A Common Stock, Class B Common Stock and Class C Common
Stock shall be entitled to share equally, on a per share basis, in such
dividends.  If shares of Class B Common Stock are paid on Class B Common Stock
and shares of Class A Common Stock are paid on Class A Common Stock and shares
of Class C Common Stock are paid on Class C Common Stock, in an equal amount
per share of Class B Common and Class A Common and Class C common Stock in
proportionate amounts, such payment will be deemed to be a like dividend or
other distribution.

                 7.       Subject to the provisions of any series of Preferred
Stock at the time outstanding, upon liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, the net assets of the
Corporation shall be distributed pro rata to the holders of the Class A Common
Stock, Class B Common Stock and Class C Common Stock, without regard to class;
and

                 8.       If the Corporation shall in any manner split,
subdivide, combine or reclassify any outstanding shares of a class of Common
Stock, the outstanding shares of the other such classes of Common Stock shall
be proportionately split, subdivided, combined or reclassified in the same
manner and on the same basis as the outstanding shares of the class of Common
Stock that have been split, subdivided, combined or reclassified, unless a
different basis has been consented to by the holders of a majority of the
outstanding shares of the Class A Common Stock or Class B Common Stock, as
applicable, or two-thirds of the outstanding shares of Class C Common Stock to
the extent any such class would be adversely affected by such action.

                 Subject to the conversion rights of holders of Class C Common
Stock, in the event of any corporate merger, consolidation, purchase or
acquisition of property or stock or other reorganization in which any
consideration is to be received by the holders of Class B Common Stock or the
holders of Class A Common Stock or the holders of Class C Common Stock will
receive the same consideration on a per share basis, except that, if such
consideration shall consist in any part of voting securities (or of options or
warrants to purchase voting securities, or of
<PAGE>   24
securities convertible into or exchangeable for voting securities), (i) the
holders of Class B Common Stock may receive, on a per share basis, voting
securities) with ten times the number of votes per share as those voting
securities to be received by the holders of Class A Common Stock (or options or
warrants to purchase, or securities convertible into or exchangeable for voting
securities with ten times the number of votes per share as those voting
securities issuable upon the exercise of the options or warrants, or into which
the convertible or exchangeable securities may be converted or exchanged,
received by the holders of Class A Common Stock and (ii) the holders of the
Class C Common Stock may receive, on a per share basis, non-voting securities
(or options or warrants to purchase non-voting securities or securities
convertible into or exchangeable for non-voting securities).

         B.      Preferred Stock.  The Board of Directors is authorized,
subject to any limitations prescribed by law, to provide for the issuance of
the shares of Preferred Stock in one or more series, and by filing a
certificate pursuant to the applicable law of the State of Delaware, to
establish from time to time the number of shares to be included in each such
series, and to fix the designation, powers, preferences and rights of the
shares of each such series and any qualifications, limitations or restrictions
thereof.  The number of authorized shares of Preferred Stock may be increased
or decreased (but not below the number of shares thereof then outstanding) by
the approval of a majority of the votes entitled to be cast by the holders of
the Common Stock, without a vote of the holders of the Preferred Stock, or of
any series thereof, unless a vote of any such holders is required pursuant to
the certificate or certificates establishing the series of Preferred Stock."

                 FOURTH:  This Amendment to the Restated Certificate of
Incorporation of the Corporation was authorized by Unanimous Written Consent of
the Board of Directors and by Unanimous Written Consent of the Shareholders of
the Corporation.
<PAGE>   25
                 IN WITNESS WHEREOF, the undersigned have executed this
Certificate of Amendment to the Certificate of Incorporation of the Corporation
as of this 10th day of February, 1997 and affirm that the statements set forth
herein are true and correct under the penalties of perjury.



                                            By:  /s/ Michael E. Katzenstein
                                                 --------------------------
                                                 Michael E. Katzenstein
                                                 Vice President & General
                                                 Counsel

                                            By:  /s/ B. Blanchette         
                                                 --------------------------
                                                 Bertrand Blanchette
                                                 Chief Financial Officer
<PAGE>   26
                               STATE OF DELAWARE
                                        
                   OFFICE OF THE SECRETARY OF STATE   PAGE 1
               -------------------------------------------------





     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
"OPTEL, INC.", FILED IN THIS OFFICE ON THE NINETEENTH DAY OF DECEMBER, A.D.
1994, AT 9 O'CLOCK A.M.







                                    [SEAL]   /s/  Edward J. Freel
                                             -----------------------------------
                                             Edward J. Freel, Secretary of State
                                                                                
                                                AUTHENTICATION: 9002142
                                                          DATE: 03-30-98
<PAGE>   27
  STATE OF DELAWARE
  SECRETARY OF STATE
DIVISION OF CORPORATIONS 
FILED 09:00 AM 12/19/1994
  944248581 - 2404577 

                                    RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                  OPTEL, INC.
                             a Delaware corporation

               OpTel, Inc., a corporation organized and existing under the
          laws of the State of Delaware, hereby certifies as follows:

               1.   That the name of this corporation is OpTel, Inc. The 
          corporation was originally incorporated under the same name in the
          State of Delaware on July 1, 1994.

               2.   That this corporation has not received any payment for any
          of its stock.

               3.   That the Certificate of Incorporation of this corporation
          is amended and restated as set forth in the Restated Certificate of
          Incorporation attached hereto as Exhibit A.

               4.   That the Restated Certificate of Incorporation was duly
          adopted by resolution of the Board of Directors as of December 19,
          1994, in accordance with Sections 241 and 245 of the Delaware General
          Corporation Law.

               IN WITNESS WHEREOF, OpTel, Inc. has caused this Restated
          Certificate of Incorporation to be signed by its President this 19th
          day of December, 1994.

                                  OpTel, Inc.




                                  By: /s/ JONATHAN D. LLOYD
                                     ----------------------------
                                     Jonathan D. Lloyd, President

<PAGE>   28
                                   EXHIBIT A

                                    RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF

                                  OPTEL, INC.
                             A Delaware corporation

          ONE:      The name of this corporation is: OpTel, Inc.

          TWO:      The address of this corporation's registered office in the
     State of Delaware is 1050 S. State Street in the City of Dover, County of
     Kent. The name of its registered agent at such address is CorpAmerica, Inc.

          THREE:    The nature of the business or purposes to be conducted or
     promoted is to engage in any lawful act or activity for which corporations
     may be organized under the Delaware General Corporation Law (the "DGCL").
          
          FOUR:     The total number of shares of all classes of stock which the
     corporation shall have authority to issue is four million (4,000,000),
     divided into the following classes:

                    (i)   two million (2,000,000) shares of Class A Common 
     Stock, par value of one cent ($.01) per share (hereinafter referred to as
     "Class A Common Stock"); 

                    (ii)  one million (1,000,000) shares of Class B Common
     Stock, par value of one cent ($.01) per share (hereinafter referred to as
     "Class B Common Stock"); and

                    (iii) one million (1,000,000) shares of Preferred Stock, par
     value of one cent ($.01) per share (hereinafter referred to as "Preferred
     Stock").

                    The corporation's Class A Common Stock and Class B Common
     Stock are referred to hereinafter collectively as the "Common Stock".

<PAGE>   29
          A. Powers and Rights of Holders of Class A Common Stock and Class B
Common Stock.

          1. Except as stated in Section 4 of this Article FOUR, the Class A
Common Stock and Class B Common Stock shall be identical in all respects and
shall have equal powers, preferences, rights and privileges;

          2. The holders of the Class A Common Stock and the Class B Common
Stock issued and outstanding shall have and possess the exclusive right to
notice of stockholders' meetings and the exclusive voting rights and powers;

          3. Any purported transfer of shares of Class B Common Stock other than
to a Permitted Transferee (as defined herein) shall result in the conversion of
the shares of Class B Common Stock being transferred into the like number of
shares of Class A Common Stock. No such transfer shall be effective unless and
until the transferor has surrendered to the corporation, at its office or agency
maintained for that purpose, the certificates representing the shares of Class B
Common Stock to be transferred, which certificates shall be duly endorsed or
accompanied by executed stock powers, with the signatures appropriately
guaranteed. All such certificates shall be accompanied by written notice of the
holder's intention to transfer the shares, including a statement of the number
of shares of Class B Common Stock to be transferred and the name or name(s) and
addresses in which the certificate or certificates for shares of Class A Common
Stock issuable upon such conversion shall be issued and, if required, funds for
the payment of any applicable transfer taxes. The corporation will, as soon as
practicable thereafter, deliver at said office to the transferee of converted
shares of Class A Common Stock, or to any nominee or designee of such
transferee, a certificate or certificates for the number of full shares of Class
A Common Stock issuable upon such conversion and, in the event that the
transferor is transferring less than the aggregate number of shares represented
by the certificates surrendered, a certificate or certificates for the number of
full shares of Class B Common Stock not being transferred. Shares of Class B
Common Stock shall be deemed to have been converted as of the date of the
surrender of the shares for conversion as hereinbefore provided, and the person
or persons in whose name Class A Common Stock is issuable upon suck conversion
shall be treated for all purposes as the record holder or holders of such Class
A Common Stock on such date. Shares of Class B Common Stock so converted shall
be returned to the status of authorized and unissued shares of Class B Common
Stock. The corporation, may, as a condition to the transfer or the registration
of transfer of shares of Class B Common Stock to a purported Permitted
Transferee, require the furnishing of such affidavits or other proof as it deems
necessary to establish that such transferee is a Permitted Transferee, For
purposes




                                      -2-
<PAGE>   30
hereof, (i) "Permitted Transferee" shall mean Vanguard Communications, L.P., a
California limited partnership, Vanguard Communications, Inc., a California
corporation and VPC Corporation, a Delaware corporation and each of their
respective Affiliates, (ii) "Affiliate" shall mean, with respect to any Person,
another Person directly or indirectly controlling, controlled by, or under
direct or indirect common control with, such Person, provided, however, that no
employee of this corporation or any of its subsidiaries shall be deemed to be an
Affiliate solely by reason of his capacity as an employee, or by reason of any
employment agreement, and (iii) "Person" shall mean and include an individual, a
partnership, a joint venture, a corporation, a trust, an unincorporated
organization and a government or any department or agency thereof;

               4.  Each holder of the Class A Common Stock issued and
outstanding shall be entitled to one (1) vote for each share of Class A Common
Stock standing in such holder's name on the books of the corporation, and each
holder of the Class B Common Stock issued and outstanding shall be entitled to
ten (10) votes for each share of Class B Common Stock standing in such holder's
name on the books of the corporation.  The holders of the Class A Common Stock
and Class B Common Stock shall vote together as a single class;

               5.  Dividends may be paid to the holders of the Class A Common
Stock and Class B Common Stock, as and when declared by the Board of Directors,
out of any funds of the corporation legally available for the payment of such
dividends.  If and when dividends on the Class A Common Stock and Class B
Common Stock are declared from time to time by the Board of Directors, whether
payable in cash, in property or in shares of stock of the corporation, the
holders of the Class A Common Stock and Class B Common Stock shall be entitled
to share equally, on a per share basis, in such dividends;

               6.  Upon liquidation, dissolution or winding up of the
corporation, whether voluntary or involuntary, the net assets of the
corporation shall be distributed pro rata to the holders of the Class A Common
Stock and Class B Common Stock; and

               7.  If the corporation shall in any manner split, subdivide or
combine the outstanding shares of Class A Common Stock or Class B Common Stock,
the outstanding shares of the other such class of Common Stock shall be
proportionately split, subdivided or combined in the same manner and on the same
basis as the outstanding shares of the class of Common Stock that have been
split, subdivided or combined, unless a different basis has been consented to by
the holders of a majority of the outstanding shares of the class of Common Stock
that would be adversely affected by such action.

                                      -3-
<PAGE>   31
             B.  Preferred Stock.  The Board of Directors is authorized, subject
to any limitations prescribed by law, to provide for the issuance of the shares
of Preferred Stock in one or more series, and by filing a certificate pursuant
to the applicable law of the State of Delaware, to establish from time to time
the number of shares to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares of each such series
and any qualifications, limitations or restrictions thereof.  The number of
authorized shares of Preferred Stock may be increased or decreased (but not
below the number of shares thereof then outstanding) by the approval of a
majority of the votes entitled to be cast by the holders of the Common Stock,
without a vote of the holders of the Preferred Stock, or of any series thereof,
unless a vote of any such holders is required pursuant to the certificate or
certificates establishing the series of Preferred Stock.

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

             A.  The business and affairs of this corporation shall be managed
by or under the direction of the Board of Directors.  In addition to the powers
and authority expressly conferred upon them by the DGCL or by this Restated
Certificate of Incorporation or the Bylaws of this corporation, the directors
are hereby empowered to exercise all such powers and do all such acts and things
as may be exercised or done by this corporation.

             B.  The Board of Directors may adopt, amend or repeal the Bylaws of
this corporation.

             C.  Election of directors need not be by written ballot.

     SIX:    The officers of this corporation shall be chosen in such a manner,
shall hold their offices for such terms and shall carry out such duties as are
determined solely by the Board of Directors, subject to the right of the Board
of Directors to remove any officer or officers at any time with or without
cause.

     SEVEN:  No director of this corporation shall be personally liable to this
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 this corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional


                                      -4-
<PAGE>   32
misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the
DGCL or (iv) for any transaction from which such director derived an improper
personal benefit.  This Article SEVEN is also contained in Article VIII, Section
1 of this corporation's Bylaws.  No amendment to or repeal of this Article
SEVEN shall apply to or have any effect on the liability or alleged liability of
any director of this corporation for or with respect to any acts or omissions of
such director occurring prior to such amendment or repeal. If the DGCL is
amended hereafter to further eliminate or limit the personal liability of
directors, the liability of a director of this corporation shall be limited or
eliminated to the fullest extent permitted by the DGCL, as amended.

     EIGHT:  A.   Right to Indemnification.  Each person who was or is made a
party to or is threatened to be made a party to or is involuntarily involved in
any 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 or officer of this corporation, or is or was serving (during his or her
tenure as director and/or officer) at the request of this corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, whether the basis of such Proceeding
is an alleged action or inaction in an official capacity as a director or
officer or in any other capacity while serving as a director or officer, shall
be indemnified and held harmless by this corporation to the fullest extent
authorized by the DGCL (or other applicable law), as the same exists or may
hereafter be amended, against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection with such Proceeding. Such director or officer shall have the
right to be paid by this corporation for expenses incurred in defending any such
Proceeding in advance of its final disposition; provided, however, that, if the
DGCL (or other applicable law) requires, the payment of such expenses in advance
of the final disposition of any such Proceeding shall be made only upon receipt
by this corporation of an undertaking by or on behalf of such director or
officer to repay all amounts so advanced if it should be determined ultimately
that he or she is not entitled to be indemnified under this Article EIGHT or
otherwise.

             B.   Right of Claimant to Bring Suit. If a claim under paragraph A
of this Article EIGHT is not paid in full by this corporation within ninety (90)
days after a written claim has been received by this corporation, the claimant
may at any time thereafter bring suit against this corporation to recover the
unpaid amount of the claim, together with interest thereon, and, if successful
in whole or in part, the claimant shall also be entitled to be paid the



                                      -5-
 
<PAGE>   33
expense of prosecuting such claim, including reasonable attorneys' fees
incurred in connection therewith. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any Proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to this corporation) that the
claimant has not met the standards of conduct which make it permissible under
the DGCL (or other applicable law) for this corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense
shall be on this corporation. Neither the failure of this corporation (or of its
full Board of Directors, its directors who are not parties to the Proceeding
with respect to which indemnification is claimed, its stockholders, or
independent legal counsel) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in the DGCL (or other applicable law), nor an actual determination by
any such person or persons that such claimant has not met such applicable
standard of conduct, shall be a defense to such action or create a presumption
that the claimant has not met the applicable standard of conduct.

          C.   Non-Exclusivity of Rights. The rights conferred by this Article
EIGHT shall not be exclusive of any other right which any director, officer,
representative, employee or other agent may have or hereafter acquire under the
DGCL or any other statute, or any provision contained in this corporation's
Restated Certificate of Incorporation or Bylaws, or any agreement, or pursuant
to a vote of stockholders or disinterested directors, or otherwise.

          D.   Insurance and Trust Fund. In furtherance and not in limitation
of the powers conferred by statute:

               (1)  this corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
this corporation, or is serving at the request of this corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted against him
or her and incurred by him or her in any such capacity, or arising out of his
or her status as such, whether or not this corporation would have the power to
indemnify him or her against such liability under the provisions of law; and

               (2)  this corporation may create a trust fund, grant a security
interest and/or use other means (including, without limitation, letters of
credit, surety bonds and/or other similar arrangements), as well as enter into
contracts providing indemnification to the fullest extent permitted by law and
including as part thereof provisions with

                                      -6-
<PAGE>   34
respect to any or all of the foregoing, to ensure the payment of such amount as
may become necessary to effect indemnification as provided therein, or
elsewhere.

               E.   Indemnification of Employees and Agents of this Corporation.
This corporation may, to the extent authorized from time to time by the Board
of Directors, grant rights to indemnification, including the right to be paid
by this corporation the expenses incurred in defending any Proceeding in
advance of its final disposition, to any employee or agent of this corporation
to the fullest extent of the provisions of this Article or otherwise with
respect to the indemnification and advancement of expenses of directors and
officers of this corporation.

               F.   Amendment. This Article EIGHT is also contained in Article 
VIII, Sections 2 through 7, of this corporation's Bylaws. Any repeal or
modification of this Article EIGHT shall not change the rights of any officer or
director to indemnification with respect to any action or omission occurring
prior to such repeal or modification.

     NINE:          This corporation reserves the right to alter, amend, rescind
or repeal 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.


                                      -7-