Exhibit 3.2.1 - Amended and Restated Certificate of Incorporation of the Company
filed on March 5, 1999.

                              Amended and Restated

                         Certificate of Incorporation of

                            U.S. Wireless Corporation

Under  Sections 242 and 245 of the  Delaware  Corporation  Law, the  undersigned
corporation   adopts  the  following   Amended  and  Restated   Certificate   of
Incorporation  which shall supersede the existing  Certificate of  Incorporation
and all prior amendments thereto.  The undersigned,  U.S. Wireless  Corporation,
does hereby certify and set forth:

     FIRST: The name of the Corporation is: U.S. WIRELESS CORPORATION

     SECOND:  The  Certificate of  Incorporation  was filed by the Department of
State on 12th day of February, 1993, originally filed under the name of American
Toys, Inc.

     THIRD: The amendment to the Certificate of Incorporation of the Corporation
effected by this Amended and Restated  Certificate of  Incorporation is to amend
the  provisions  of  "Article   FOURTH,"  to  designate  the  relative   rights,
preferences  and  limitation  of a series of preferred  stock  designated as the
"Series B Preferred Stock", as provided for in Article FOURTH Subarticle (D).

The Amended and Restated Certificate of Incorporation shall read as follows:

     FIRST: The name of the Corporation is: U.S. WIRELESS CORPORATION.

     SECOND: The name and address of the Corporation's  registered agent and the
address of the  Corporation's  registered  office in  Delaware  are as  follows:
Incorporating  Services,  Ltd., 15 East North  Street,  Dover,  Delaware  19901,
County of Kent.

     THIRD:  The  purpose of the  corporation  is to engage in any lawful act or
activity for which  corporations may be organized under the General  Corporation
law of the State of Delaware.

     FOURTH: Capital Stock

         (A) Authorized Capital Stock. The total number of shares of all classes
of stock  which this  Corporation  shall have  authority  to issue is  FORTY-ONE
MILLION (41,000,000) shares,  consisting of FORTY MILLION (40,000,000) shares of
Common  Stock,  par value $.01 per share  (hereinafter,  the  "Common  Stock" or
"Common  Shares"),  and ONE MILLION  (1,000,000)  shares of preferred stock, par
value  $.01 per share  (hereinafter,  the  "Preferred  Stock"),  of which  THREE
HUNDRED THOUSAND (300,000) shares shall be designated as the "Series A Preferred
Stock",  the relative rights,  preferences,  and limitations of which are as set
forth in Subarticle  (C) of this Article  FOURTH,  and FIFTY  THOUSAND  (50,000)
shares  shall be  designated  as the "Series B Preferred  Stock",  the  relative
rights, preferences, and limitations of which are as set forth in Subarticle (D)
of this Article FOURTH.

         (B) Preferred Stock - Undesignated.

               (i) Shares of Preferred  Stock may be issued from time to time in
          one or more series and/or class as may from time to time be determined
          by  the  Board  of  Directors.  Each  series  and/or  class  shall  be
          distinctly   designated.   The  relative   rights,   preferences   and
          limitations  of shares of  undesignated  Preferred  Stock  shall be as
          provided for in this Article FOURTH.

               (ii) Undesignated  Preferred Stock. Shares of Preferred Stock may
          be issued from time to


                                        1


<PAGE>
         time in one or more  series as may from time to time be  determined  by
         the Board of Directors. Each series shall be distinctly designated. All
         shares of any one series of the Preferred Stock shall be alike in every
         particular  event except that there may be  different  dates from which
         dividends thereon, if any, shall be cumulative, if made cumulative. The
         powers,  preferences  and relative,  participating,  optional and other
         rights  of  each  series,  and  the   qualifications,   limitations  or
         restrictions  thereof,  if any,  may  differ  from those of any and all
         other series at any time outstanding. Subject to the provisions of this
         Article  FOURTH,  the Board of Directors of the  Corporation  is hereby
         expressly granted authority to fix by resolution or resolutions adopted
         prior to the  issuance  of any  shares  of each  particular  series  of
         Preferred  Stock, the  designation,  powers,  preferences and relative,
         participating,  optional  and  other  rights,  and the  qualifications,
         limitations and restrictions thereof if any, of such series, including,
         but without limiting the generality of the foregoing, the following:

                    (a) the distinctive  designation of and the number of shares
               of  Preferred  Stock which  shall  constitute  the series,  which
               number may be increased  (except as otherwise  fixed by the Board
               of  Directors)  or decreased  (but not below the number of shares
               thereof  then  outstanding)  from  time to time by  action of the
               Board of Directors;

                    (b)  the  rate  and  times  at  which,  and  the  terms  and
               conditions upon which, dividends, if any, on shares of the series
               shall be paid, the extent of preferences or relation,  if any, of
               such  dividends  to the  dividends  payable on any other class or
               classes  of  stock  of  this  Corporation,  or on any  series  of
               Preferred Stock or of any other class or classes of stock of this
               Corporation,  and whether such  dividends  shall be cumulative or
               non-cumulative;

                    (c) the  right,  if any,  of the  holders  of  shares of the
               series to convert the same into, or exchange the same for, shares
               of any other class or classes of stock of this corporation, or of
               any series of Preferred Stock of this Corporation,  and the terms
               and conditions of such conversion or exchange;

                    (d)  whether  shares  of the  series  shall  be  subject  to
               redemption, and the redemption price or prices including, without
               limitation, a redemption price or prices payable in shares of the
               Common  Stock and the time or times at  which,  and the terms and
               conditions upon which, shares of the series may be redeemed;

                    (e) the  rights,  if any,  of the  holders  of shares of the
               series  upon  voluntary  or  involuntary   liquidation,   merger,
               consolidation,  distribution  or sale of assets,  dissolution  or
               winding up of this Corporation;

                    (f) the terms of the sinking fund or  redemption or purchase
               account, if any, to be provided for shares of the series; and

                    (g) the voting  powers,  if any, of the holders of shares of
               the series  which may,  without  limiting the  generality  of the
               foregoing,  include  (1) the  right to more or less than one vote
               per share on any or all  matters  voted upon by the  stockholders
               and (2) the right to vote, as a series by itself or together with
               other  series of Preferred  Stock or together  with all series of
               Preferred  Stock  as a  class,  upon  such  matters,  under  such
               circumstances  and upon such  conditions as the Boar of Directors
               may fix, including,  without  limitation,  the right, voting as a
               series by itself or together with other series of Preferred Stock
               or together  with all series of  Preferred  Stock as a class,  to
               elect one or more  directors of this  Corporation,  or to elect a
               majority  of the members of the Board,  under such  circumstances
               and upon such conditions as the Board may determine.


<PAGE>
         (C) Series A Preferred Stock.

          (i)  Designation.  The designation of this series of Preferred  Stock,
     par value $0.01 per share,  shall be the  "Series A  Preferred  Stock." The
     number of shares of Series A Preferred  Stock  authorized  hereby  shall be
     300,000 shares.

          (ii) Rank. The Series A Preferred Stock shall,  with respect to rights
     on liquidation,  winding up, and dissolution,  rank (a) junior to any other
     senior securities established by the Board of Directors and, if required by
     Subarticle  (vii),  approved  by the  affirmative  vote of the holders of a
     majority of the shares of the Series A Preferred  Stock, the terms of which
     shall specifically  provide that such series shall rank prior to the Series
     A  Preferred  Stock;  (b) on a parity  with  any  other  parity  securities
     established   by  the  Board  of  Directors,   the  terms  of  which  shall
     specifically  provide  that such  series  shall  rank on a parity  with the
     Series A Preferred Stock;  and (c) prior to any other junior  securities of
     the Corporation.

          (iii) Dividends.

                           (a)  The  holders  of  the  shares  of the  Series  A
                  Preferred  Stock shall be  entitled  to  receive,  when and as
                  declared  by the  Board of  Directors,  out of  funds  legally
                  available for the payment of dividends,  cumulative  dividends
                  at $1.20 per share per annum. Cumulative dividends are payable
                  upon the earlier of  conversion or redemption of the shares of
                  Series A  Preferred  Stock  (the  "Series A  Dividend  Payment
                  Dates"), in preference to dividends on junior securities. Such
                  dividend shall be paid to the holder of record by the close of
                  business  on the date  thirty  (30)  business  days  after the
                  Series A Dividend Payment Dates, which dividend may be paid in
                  cash or in kind, in shares of Series A Preferred Stock, at the
                  discretion of the Corporation.  If paid in kind, the number of
                  shares  issuable shall be rounded to the nearest share,  there
                  being  no  obligation  of the  Corporation  to make  any  cash
                  payments. Each of such dividends shall be fully cumulative and
                  shall accrue (whether or not declared), without interest, from
                  the date such dividends are payable as herein provided.

                           (b) If at any time the Corporation  shall have failed
                  to pay full  dividends  which  have  accrued  (whether  or not
                  declared)  on any  senior  securities,  no  dividend  shall be
                  declared  by the Board of  Directors  or paid or set apart for
                  payment  by the  Corporation  on the  shares  of the  Series A
                  Preferred Stock or any other parity securities  unless,  prior
                  to or concurrently with such declaration,  payment, or setting
                  apart for  payment,  all accrued and unpaid  dividends  on all
                  outstanding shares of senior securities shall have been or are
                  declared and paid or set apart for payment,  without interest.
                  No  dividends  shall  be  declared  or paid or set  apart  for
                  payment  on any  parity or junior  securities  for any  period
                  unless    full    cumulative    dividends    have    been   or
                  contemporaneously  are declared and paid or declared and a sum
                  sufficient for the payment  thereof set apart for such payment
                  on the  Series A  Preferred  Stock  for all  dividend  payment
                  periods  terminating on or prior to th date of payment of such
                  full  cumulative  dividends.  If any dividends are not paid in
                  full, as aforesaid,  upon the shares of the Series A Preferred
                  Stock and any other parity  securities,  the Corporation shall
                  distribute  the  dividend  pro  rata so  that  the  amount  of
                  dividends  declared per share on the Series A Preferred  Stock
                  and such other  parity  securities  shall in all cases bear to
                  each other the same ratio that accrued  dividends per share on
                  the Series A Preferred Stock and such other parity  securities
                  bear to each other.  No  interest,  or sum of money in lieu of
                  interest,  shall be payable in respect of any dividend payment
                  or  payments  on the  Series A  Preferred  Stock or any  other
                  parity securities which may be in arrears.


<PAGE>
                         (c)  Holders of the  shares of the  Series A  Preferred
                    Stock shall be entitled  to receive the  dividends  provided
                    for in  Subarticle  (iii)(a)  hereof in preference to and in
                    priority over any dividends of other parity  securities  and
                    any other junior securities.

                         (d)  Subject  to  the  foregoing   provisions  of  this
                    Subarticle (iii) the Board of Directors may declare, and the
                    Corporation may pay or set apart for payment,  dividends and
                    other  distributions  on any of  junior  securities  and may
                    purchase or otherwise redeem any of junior securities or any
                    warrants,  rights, or options exercisable for or convertible
                    into any junior securities, and the holders of shares of the
                    Series A  Preferred  Stock  shall not be  entitled  to share
                    therein.

     (iv) Liquidation Preference.

                         (a)  In  the  event  of any  voluntary  or  involuntary
                    liquidation,  dissolution,  or winding up of the  affairs of
                    the  Corporation,  the  holders  of the  shares  of Series A
                    Preferred  Stock then  outstanding  shall be  entitled to be
                    paid out of the  assets  of the  Corporation  available  for
                    distribution to its  stockholders an amount in cash equal to
                    $20.00  per share for each  share  outstanding,  before  any
                    payment  shall  be made  or any  assets  distributed  to the
                    holders of any junior securities provided, however, that the
                    holders of the outstanding  shares of the Series A Preferred
                    Stock  shall not be  entitled  to receive  such  liquidation
                    payment until the  liquidation  payments on all  outstanding
                    shares of senior securities, if any, shall have been paid in
                    full; and,  provided,  further,  that the Series B Preferred
                    Stock shall be deemed a "parity  security"  with  respect to
                    the Liquidation Preference. If the assets of the Corporation
                    are not sufficient to pay in full the  liquidation  payments
                    payable  to the  holders  of the  outstanding  shares of the
                    Series A  Preferred  Stock or any other  parity  securities,
                    then the holders of all such shares  shall share  ratably in
                    such  distribution  of assets in accordance  with the amount
                    which would be payable on such  distribution  if the amounts
                    to which the holders of the  outstanding  shares of Series A
                    Preferred  Stock and the  holders of  outstanding  shares of
                    such other parity securities are entitled were paid in full.

                         (b) For the  purposes of this Article  FOURTH,  neither
                    the  voluntary  sale,   conveyance,   lease,  exchange,  nor
                    transfer (for cash,  shares of stock,  securities,  or their
                    consideration)  of all or substantially  all of the property
                    or assets of the Corporation or the  consolidation or merger
                    of the Corporation with one or more other corporations shall
                    be deemed to be a liquidation,  dissolution,  or winding up,
                    voluntary  or  involuntary,   unless  such  voluntary  sale,
                    conveyance,   lease,  exchange,  or  transfer  shall  be  in
                    connection  with a dissolution or winding up of the business
                    of the Corporation.


<PAGE>
     (v) Redemption.

                         (a) Notice.  The Corporation may, at any time, upon the
                    earlier of (i) three years from issuance and (ii) the period
                    after the closing price for the  Corporation's  Common Stock
                    has been $8.00 for any  consecutive  thirty (30) day period,
                    redeem  all of the  issued  and  outstanding  shares  of the
                    Series A  Preferred  Stock for a per  share  price of $20.00
                    (the "Redemption Price"), plus accrued but unpaid dividends,
                    upon the terms set forth below. If the  Corporation  desires
                    to redeem the Series A  Preferred  Stock,  it shall  deliver
                    twenty (20) days notice (the "Redemption Notice") by regular
                    mail to each  holder  of record  of the  Series A  Preferred
                    Stock at the  address  of each  holder as it  appears on the
                    books of the  Corporation  and will  additionally  publish a
                    Notice of Redemption in the Wall Street  Journal.  Dividends
                    shall cease accruing on the date of the Redemption Notice.

                         (b) Delivery of Certificates and Payment.  On or before
                    the  twentieth day after the date of the  Redemption  Notice
                    (the "Period"),  each holder of the Series A Preferred Stock
                    shall  deliver to the  secretary of the  Corporation  at its
                    principal  office his certificate for the Series A Preferred
                    Stock,  duly  endorsed  in blank (or  accompanied  by proper
                    instruments  of  transfer).  Upon such  surrender the holder
                    thereof  shall  be  entitled  to  receive   payment  of  the
                    Redemption  Price for each share of the  Series A  Preferred
                    Stock  so  surrendered.  The  Corporation  shall  make  such
                    payment within five (5) days after the later of (i) the date
                    on which the holder delivered such certificates and (ii) the
                    last day of the Period.

     (vi) Conversion.

                         (a)  Subject  to,  and  upon   compliance   with,   the
                    provisions of this Subarticle (vi), the holder of a share of
                    Series A Preferred Stock designated shall have the right, at
                    such holder's  option,  at any time  commencing 90 days from
                    issuance,  to  convert  such  share  in to  fully  paid  and
                    non-assessable shares of Common Stock of the Corporation, at
                    a conversion  price of $2.95 per share of Common Stock.  The
                    number of shares  issuable  shall be rounded to the  nearest
                    whole share, there being no obligation of the Corporation to
                    make any cash payments.

                         (b) (1) In order to exercise the conversion  privilege,
                    the holders of each share of Series A Preferred  Stock to be
                    converted shall surrender the certificates representing such
                    shares at the  office  of the  Corporation  or its  transfer
                    agent for the Series A Preferred  Stock, as may be appointed
                    for such  purpose  by the  Corporation,  with the  Notice of
                    Election  to  Convert  on  the  back  of  said   certificate
                    completed  and  signed.  Unless the  shares of Common  Stock
                    issuable on conversion  are to be issued in the same name in
                    which such share of Series A Preferred  Stock is registered,
                    each share  surrendered for conversion  shall be accompanied
                    by  instruments  of transfer,  in form  satisfactory  to the
                    Corporation,  duly  executed by the holder of such  holder's
                    duly authorized attorney and an amount sufficient to pay any
                    transfer or similar tax.

                         (2) As promptly as  practicable  after the surrender of
                    the  certificates  for shares of Series A Preferred Stock as
                    aforesaid,  the Corporation shall issue and shall deliver at
                    such  office to such  holder,  or on his  written  order,  a
                    certificate or certificates for the number of full shares of
                    Common Stock  issuable upon the conversion of such shares in
                    accordance with the provisions of this Subarticle (vi).


<PAGE>
                         (3)  Each  conversion  shall  be  deemed  to have  been
                    effected  immediately  prior to the close of business on the
                    date on  which  the  certificates  for  shares  of  Series A
                    Preferred Stock shall have been  surrendered and such notice
                    shall have been  received by the  Corporation  as aforesaid,
                    and the  person  or  persons  in  whose  name or  names  any
                    certificate or certificates for shares of Common Stock shall
                    be  issuable  upon such  conversion  shall be deemed to have
                    become  the  holder  or  holders  of  record  of the  shares
                    represented  thereby at such time on such  date,  unless the
                    stock transfer books of the  Corporation  shall be closed on
                    that date,  in which event such  person or persons  shall be
                    deemed to have  become  such  holder or holders of record at
                    the close of  business on the next  succeeding  day on which
                    such  stock  transfer  books  are open and  such  notice  is
                    received  by the  Corporation.  All  shares of Common  Stock
                    delivered  upon  conversion of the Series A Preferred  Stock
                    will upon delivery be duly and validly issued and fully paid
                    and  non-assessable,  free of all liens and  charges and not
                    subject to any preemptive rights.

                         (c) The Corporation covenants that it will at all times
                    reserve and keep available, free from preemptive rights, out
                    of the aggregate of its  authorized  but unissued  shares of
                    Common  Stock or its issued  shares of Common  Stock held in
                    its  treasury,  or  both,  for  the  purposes  of  effecting
                    conversions of the Series A Preferred Stock, the full number
                    of shares of Common Stock deliverable upon the conversion of
                    all  outstanding  shares  of  Series A  Preferred  Stock not
                    theretofore converted.  For purposes of this Subarticle (c),
                    the  number  of  shares  of  Common  Stock  which  shall  be
                    deliverable upon the conversion of all outstanding shares of
                    Series A Preferred Stock shall be computed as if at the time
                    of computation  all such  outstanding  shares were held by a
                    single holder.

                         (d) The shares of Common Stock into which each share of
                    Series A Preferred Stock is convertible  shall be subject to
                    adjustment  from  time to time in a  similar  manner  as the
                    shares  of  Series  B  Preferred   Stock  as   described  in
                    Subarticle (D)(vi)(d) below.

     (vii)  Voting  Rights.  The  holders  of record  of shares of the  Series A
Preferred Stock shall not be entitled to any voting rights except as hereinafter
provided in this Subarticle (vii)(a) or as otherwise provided by law.

                         (a) As long as any  shares  of the  Series A  Preferred
                    Stock are outstanding, the Corporation will not, without the
                    affirmative  vote or  consent  of the  holders of at least a
                    majority of the outstanding shares of the Series A Preferred
                    Stock,  voting as a class,  vote to amend the  Corporation's
                    Certificate of Incorporation to (i) increase or decrease the
                    aggregate  number  of  authorized  shares  of the  Series  A
                    Preferred Stock;  (ii) increase or decrease the par value of
                    the  Series  A   Preferred   Stock;   or  (iii)   alter  the
                    preferences,  powers,  or rights of the  Series A  Preferred
                    Stock  so as to  affect  them  adversely,  except  that  the
                    Corporation may issue a senior security.

                         (b) In  exercising  the voting rights set forth in this
                    Subarticle  (vii),  each share of Series A  Preferred  Stock
                    shall have one vote per share.

         (D) Series B Preferred Stock.


<PAGE>
                         (i)  Designation.  The  designation  of this  series of
                    Preferred  Stock,  par value  $0.01 per share,  shall be the
                    "Series B Preferred Stock." The number of shares of Series B
                    Preferred Stock authorized hereby shall be 50,000 shares.

                         (ii) Rank.  The Series B Preferred  Stock  shall,  with
                    respect   to  rights  on   liquidation,   winding   up,  and
                    dissolution,  rank  (a)  junior  to  any  senior  securities
                    established  by  the  Board  of  Directors  with  the  prior
                    approval  by  the  affirmative  vote  of  the  holders  of a
                    majority  of the shares of the Series B  Preferred  Stock as
                    required under Subarticle (vii)(b) below, the terms of which
                    shall specifically provide that such series shall rank prior
                    to the Series B  Preferred  Stock;  (b) on a parity with the
                    shares of  Series A  Preferred  Stock  and any other  parity
                    securities  established  by the Board of Directors  with the
                    prior approval by the  affirmative  vote of the holders of a
                    majority  of the shares of the Series B  Preferred  Stock as
                    required under Subarticle (vii)(b) below, the terms of which
                    shall specifically  provide that such series shall rank on a
                    parity with the Series B Preferred  Stock; and (c) senior to
                    all  other  shares  of  capital  stock  of the  Corporation,
                    including, without limitation, the Common Stock.

                         (iii)  Dividends.  The  holders  of the  shares  of the
                    Series B  Preferred  Stock  shall not be entitled to receive
                    any dividends.

                         (iv) Liquidation Preference.

                         (a)  In  the  event  of any  voluntary  or  involuntary
                    liquidation,  dissolution,  or winding up of the  affairs of
                    the  Corporation,  the  holders  of the  shares  of Series B
                    Preferred  Stock then  outstanding  shall be  entitled to be
                    paid out of the  assets  of the  Corporation  available  for
                    distribution to its  stockholders an amount in cash equal to
                    $100.00 per share for each share of Series B Preferred Stock
                    outstanding  (the  "Liquidation  Preference"),   before  any
                    payment  shall  be  made  or an  assets  distributed  to the
                    holders of any junior securities; provided, that the holders
                    of the outstanding  shares of Series B Preferred Stock shall
                    receive such liquidation payment, on a pro rata basis, on an
                    equal  priority,  pari passu basis,  with the holders of the
                    then outstanding  shares of Series A Preferred  Stock;  and,
                    provided,  further,  that such holders shall not be entitled
                    to receive such  liquidation  payment until the  liquidation
                    payments  on any other  senior  securities  approved  by the
                    holders of Series B Preferred Stock, if any, shall have been
                    paid in  full.  If the  assets  of the  Corporation  are not
                    sufficient to pay in full the liquidation  payments  payable
                    to the  holders  of  the  outstanding  shares  of  Series  B
                    Preferred  Stock,  Series A  Preferred  Stock  and any other
                    parity  securities  approved  by the  holders  of  Series  B
                    Preferred Stock, if any, then the holders of all such shares
                    shall  share  ratably  in such  distribution  of  assets  in
                    accordance  with the amount  which  would be payable on such
                    distribution  if the  amounts  to which the  holders  of the
                    outstanding  shares of Series B Preferred Stock are entitled
                    were paid in full.

                         (b) For the  purposes of this Article  FOURTH,  neither
                    the  voluntary  sale,   conveyance,   lease,  exchange,  nor
                    transfer (for cash,  shares of stock,  securities,  or their
                    consideration)  of all or substantially  all of the property
                    or assets of the Corporation or the  consolidation or merger
                    of the Corporation with one or more other corporations shall
                    be deemed to be a liquidation,  dissolution,  or winding up,
                    voluntary  or  involuntary,   unless  such  voluntary  sale,
                    conveyance,   lease,  exchange,  or  transfer  shall  be  in
                    connection  with a dissolution or winding up of the business
                    of the Corporation.
<PAGE>
                  (v) Redemption. The shares of Series B Preferred Stock are not
redeemable by the Corporation.

                  (vi)  Conversion.  The shares of Series B Preferred  Stock are
subject to optional and mandatory  conversion  provisions,  as set forth in this
Subarticle (vi).

                           (a)  Subject  to,  and  upon  compliance   with,  the
                  provisions  of  this  Subarticle  (vi)   (including,   without
                  limitation,  the mandatory  conversion provision of Subarticle
                  (e) of this Subarticle  (vi)), the holder of a share of Series
                  B Preferred  Stock  designated  shall have the right,  at such
                  holder's option,  at any time commencing ninety (90) days from
                  issuance,  to convert  each share of Series B Preferred  Stock
                  into  one  hundred  (100)  validly  issued,   fully  paid  and
                  non-assessable shares of Common Stock of the Corporation which
                  is  based on a stated  value  of $100  per  share of  Series B
                  Preferred  Stock  divided by a conversion  rate equal to $1.00
                  per share of Common Stock (the "Series B Conversion Price").

                           (b)  (1)  In  order  to   exercise   the   conversion
                  privilege,  the  holders of each  share of Series B  Preferred
                  Stock  to  be  converted  shall  surrender  the   certificates
                  representing  such shares at the office of the  Corporation or
                  its transfer agent for the Series B Preferred Stock, as may be
                  appointed for such purpose by the Corporation, with the Notice
                  of  Election  to  Convert  on the  back  of  said  certificate
                  completed  and  signed.  Unless  the  shares of  Common  Stock
                  issuable  on  conversion  are to be issued in the same name in
                  which such share of Series B  Preferred  Stock is  registered,
                  each share  surrendered for conversion shall be accompanied by
                  instruments  of  transfer,   in  form   satisfactory   to  the
                  Corporation, duly executed by the holder or such holder's duly
                  authorized  attorney  and an  amount  sufficient  to  pay  any
                  transfer or similar tax.

     (2) As promptly as practicable  after the surrender of the certificates for
shares of Series B Preferred Stock as aforesaid, the Corporation shall issue and
shall  deliver  to such  holder at his  registered  address as it appears in the
Company's  records,  or on his written order, a certificate or certificates  for
the number of full shares of Common Stock  issuable upon the  conversion of such
shares in accordance with the provisions of this Subarticle (vi).

     (3) Each conversion shall be deemed to have been effected immediately prior
to the close of  business  on the date on which the  certificates  for shares of
Series B Preferred Stock shall have been  surrendered and such notice shall have
been  received by the  Corporation  as  aforesaid,  and the person or persons in
whose name or names any certificate or  certificates  for shares of Common Stock
shall be issuable upon such conversion shall be deemed to have become the holder
or  holders  of record of the  shares  represented  thereby at such time on such
date, unless the stock transfer books of the Corporation shall be closed on that
date,  in which event such person or persons shall be deemed to have become such
holder or holders of record at the close of business on the next  succeeding day
on which such stock  transfer  books are open and such notice is received by the
Corporation.  All shares of Common Stock delivered upon conversion of the Series
B Preferred  Stock will upon delivery be duly and validly  issued and fully paid
and  non-assessable,  free of all  liens  and  charges  and not  subject  to any
preemptive rights.

                         (c) The Corporation covenants that it will at all times
                    reserve and keep available, free from preemptive rights, out
                    of the aggregate of its  authorized  but unissued  shares of
                    Common  Stock or its issued  shares of Common  Stock held in
                    its  treasury,  or  both,  for  the  purposes  of  effecting
                    conversions of the Series B Preferred Stock, the full number
                    of shares of Common Stock deliverable upon the conversion of
                    all  outstanding  shares  of  Series B  Preferred  Stock not
                    theretofore converted.  For purposes of this Subarticle (c),
                    the  number  of  shares  of  Common  Stock  which  shall  be
                    deliverable upon the conversion of all outstanding shares of
                    Series B Preferred Stock shall be computed as if at the time
                    of computation  all such  outstanding  shares were held by a
                    single holder.


<PAGE>
                         (d) The Series B Conversion  Price and number of shares
                    of Common  Stock into which each share of Series B Preferred
                    Stock is  convertible  shall be subject to  adjustment  from
                    time to time as follows:

                                    (1) If, at any time  after the  issuance  of
                           the Series B  Preferred  Stock,  the number of Common
                           Shares  outstanding  is increased by a stock dividend
                           payable  in  Common  Shares  or by a  subdivision  or
                           split-up  of  Common  Shares,   then,  following  the
                           payment date fixed for the  determination  of holders
                           of Common  Shares  entitled  to  receive  such  stock
                           dividend,  subdivision  or  split-up,  the  Series  B
                           Conversion Price shall be appropriately  decreased so
                           that  the  number  of  Common   Shares   issuable  on
                           conversion of each share of Series B Preferred  Stock
                           shall be increased in  proportion to such increase in
                           outstanding shares.

                                    (2) If, at any time  after the  issuance  of
                           the Series B  Preferred  Stock,  the number of Common
                           Shares  outstanding  is decreased by a combination of
                           the outstanding Common Shares or reverse stock split,
                           then,  following the record date for such combination
                           or reverse stock split, the Series B Conversion Price
                           shall be  appropriately  increased so that the number
                           of Common Shares issuable on conversion of each share
                           of Series B  Preferred  Stock shall be  decreased  in
                           proportion t such decrease in outstanding shares.

                                    (3) In the  event,  at any  time  after  the
                           issuance  of the  Series B  Preferred  Stock,  of any
                           reclassification  of the  stock  of  the  Corporation
                           (other  than a change  in par value or from par value
                           to no par  value or from no par value to par value or
                           as a  result  of a  stock  dividend  or  subdivision,
                           split-up or  combination  of shares),  or the merger,
                           consolidation  or  sale of  substantially  all of the
                           assets of the Corporation (other than a consolidation
                           or merger in which the  Corporation is the continuing
                           corporation  and which  does not result in any change
                           in  the  Common  Shares),  each  share  of  Series  B
                           Preferred  Stock  shall,  after such  reorganization,
                           reclassification,  merger,  consolidation  or sale of
                           assets,  be  convertible  into the kind and number of
                           shares of stock or other  securities  or  property of
                           the Corporation or of the corporation  resulting from
                           such merger, consolidation or sale of assets to which
                           the holder of the number of Common Shares deliverable
                           (immediately    prior    to   the    time   of   such
                           reorganization,       reclassification,       merger,
                           consolidation  or sale of assets) upon  conversion of
                           such  shares  would  have  been  entitled  upon  such
                           reorganization,       reclassification,       merger,
                           consolidation or sale of assets.

                                    (4)  In  the  event  the  Corporation  shall
                           propose to take any action of the types  described in
                           Subarticle (d)(1), (2) or (3) hereof, the Corporation
                           shall give  notice to each holder of shares of Series
                           B Preferred  Stock,  which notice  shall  specify the
                           record date,  if any, with respect to any such action
                           and the date on which such  action is to take  place.
                           Such  notice  shall  also set forth  such  facts with
                           respect  thereto as shall be reasonably  necessary to
                           indicate  the  effect of such  action  (to the extent
                           such effect may be known at the date of such notice),
                           the Series B Conversion  Price, and the number,  kind
                           or series of shares or other  securities  or property
                           which shall be deliverable  or  purchasable  upon the
                           occurrence  of  such  action  or   deliverable   upon
                           conversion of shares of Series B Preferred  Stock. In
                           the case of any action which would require the fixing

<PAGE>
                           of a record date, such notice shall be given at least
                           twenty  (20) days prior to the date so fixed,  and in
                           case of all other action,  such notice shall be given
                           at least thirty (30) days prior to the taking of such
                           proposed action.  Failure to give such notice, or any
                           defect  therein,  shall not  affect the  legality  or
                           validity of any such action.

                           (e) Mandatory  Conversion.  Upon the occurrence of an
                  Event of Conversion (as defined below), each share of Series B
                  Preferred  Stock  then  outstanding  shall,  by virtue of, and
                  simultaneously with, the occurrence of the Event of Conversion
                  and without any action on the part of the holder  thereof,  be
                  automatically converted into one hundred (100) validly issued,
                  fully paid and  nonassessable  Common  Shares  (subject to any
                  prior adjustments as provided in Subarticle (vi)(d) above) for
                  the shares of Series B Preferred  Stock being  converted.  The
                  term "Event of  Conversion"  shall mean the  occurrence of the
                  closing  price per share for the  Corporation's  common  stock
                  having  been at least $5.00 for a  consecutive  30 trading day
                  period.

                  (vii)    Voting Rights.

                         (a) (1) The  holders of the Series B  Preferred  Stock,
                    voting as a separate voting group, shall be entitled to vote
                    to elect one (1)  member to the  Board of  Directors  of the
                    Corporation and one (1) additional individual as an observer
                    to such Board,  until the earlier of such time as (i) 50% of
                    the shares of Series B Preferred Stock have been voluntarily
                    converted into shares of Common Stock, and (ii) in the event
                    of a mandatory  conversion of the Series B Preferred  Stock,
                    an  aggregate of 50% of the total number of shares of Common
                    Stock  issued  upon  conversion  of the  Series B  Preferred
                    Stock,  whether through  voluntary or mandatory  conversion,
                    have been resold.

                         (2) The  special  and  exclusive  voting  rights of the
                    holders of the Series B Preferred  Stock  contained  in this
                    Subarticle (2) may be exercised  either at a special meeting
                    of the  holders  of  Series B  Preferred  Stock,  called  as
                    provided  below,  or at any annual or special meeting of the
                    stockholders  of the  Corporation,  or by written consent of
                    such  holders  in lieu of a  meeting.  The  directors  to be
                    elected by the holders of the Series B Preferred Stock shall
                    each serve for a term  extending  from the date of  election
                    and  qualification  until  the time of the  next  succeeding
                    annual meeting of  stockholders  and until their  successors
                    have been elected and qualified.

                         (3) Any director  elected under  Subarticle  (2) hereof
                    shall not be  subject  to  removal  unless  such  removal is
                    approved by a majority of all the votes  entitled to be cast
                    by the holders of the Series B Preferred  Stock or otherwise
                    may be removed  for fraud or  conviction  of a felony  which
                    materially and adversely  affects the Company by the vote of
                    no less than 2/3 of the other Board members.

                         (4) If at any time a  directorship  to be filled by the
                    holders of the Series B Preferred Stock shall be vacant, the
                    President (or any other officer) of the  Corporation  shall,
                    upon the written  request of the holders of record of shares
                    representing  at  least  twenty-five  percent  (25%)  of the
                    voting power of the shares of Series B Preferred Stock, call
                    a special  meeting of the  holders of the shares of Series B
                    Preferred Stock for the purpose of electing a director to

<PAGE>
                    fill  such  vacancy.  Such  meeting  shall  be  held  at the
                    earliest  practicable  date at such place as is specified in
                    or  determined   in  accordance   with  the  Bylaws  of  the
                    Corporation.  If such meeting is not called by the President
                    (or any other  officer) of the  Corporation  within ten (10)
                    days  after  delivery  of said  written  request,  then  the
                    holders   of  record  of   shares   representing   at  least
                    twenty-five  percent (25%) of the voting power of the shares
                    of Series B Preferred  Stock may  designate i writing one of
                    such  holders  to call such  meeting  at the  expense of the
                    Corporation,  and such meeting may be called by such persons
                    so designated  upon the notice  required for annual meetings
                    of stockholders and shall be held at such place as specified
                    or  determined  above.  Any  holder  of  record of shares of
                    Series B  Preferred  Stock  shall  have  access to the stock
                    books  of the  Corporation  for the  purpose  of  calling  a
                    meeting of stockholders pursuant to these provisions.

                           (b)  (1) As  long  as any  shares  of  the  Series  B
                  Preferred Stock are  outstanding,  the  Corporation  will not,
                  without the  affirmative  vote or consent of the holders of at
                  least a  majority  of the  outstanding  shares of the Series B
                  Preferred  Stock,  voting  as  a  class,  vote  to  amend  the
                  Corporation's  Certificate of  Incorporation  or Bylaws to (i)
                  increase or decrease the aggregate number of authorized shares
                  of the Series B Preferred Stock; (ii) increase or decrease the
                  par value of the Series B Preferred Stock; (iii) in any manner
                  authorize,  create or issue  any  class or  series of  capital
                  stock ranking, as to the Liquidity Preference,  prior to or on
                  parity with the Series B Preferred Stock, or authorize, create
                  or issue any  shares  of any  class or  series  of any  bonds,
                  debentures,  notes or other  obligations  convertible  into or
                  exchangeable  for, or having optional rights to purchase,  any
                  shares having any such priority or on parity with the Series B
                  Preferred  Stock;  (iv) in any  manner  alter  or  change  the
                  designation  or the  powers,  preferences  or  rights,  or the
                  qualifications,  limitations or restrictions  of, the Series B
                  Preferred  Stock; (v) reclassify  Common Shares,  or any other
                  shares of any class or series  of  capital  stock  hereinafter
                  created junior to the Series B Preferred  Stock into shares of
                  any  class or  series  of  capital  stock  ranking,  as to the
                  Liquidity Preference,  prior to or on a parity with the Series
                  B Preferred Stock; or (vi) increase or decrease the authorized
                  number of shares of Series B Preferred Stock.

                         (2)  If at any  time  any  action  is  proposed  by the
                    Corporation   which  requires  the  affirmative  vote  of  a
                    majority  of the  outstanding  shares of Series B  Preferred
                    Stock pursuant to this Subarticle (b), the President (or any
                    other  officer)  of the  Corporation  shall  call a  special
                    meeting of the holders of Series B  Preferred  Stock for the
                    purpose  of voting on such  proposed  action.  Such  meeting
                    shall be held at the earliest practicable date at such place
                    as is  specified in or  determined  in  accordance  with the
                    Bylaws of the Corporation.

                         (3) Action by Written  Consent.  Any action to be taken
                    by the  holders  of  Series B  Preferred  Stock may be taken
                    without a meeting if a consent in writing, setting forth the
                    action so taken,  is signed by the  holders  of  outstanding
                    shares of Series B Preferred  Stock having not less than the
                    minimum number of votes that would be necessary to take such
                    action  at a  meeting  at  which  all  shares  of  Series  B
                    Preferred  Stock  entitled to vote  thereon were present and
                    voted.


<PAGE>
               (c) In exercising the voting rights set forth in this  Subarticle
          (vii),  each share of Series B Preferred Stock shall have one vote per
          share.

     (D) Common Stock.

                    (i) After the requirements  with respect to voting rights on
               Preferred  Stock (fixed in  accordance  with  provisions  of this
               Article  FOURTH),  if any,  shall  have been met and  after  this
               Corporation  shall have  complied with all the  requirements,  if
               any,  with respect to the setting  aside of sums as sinking funds
               or redemption or purchase  accounts (fixed in accordance with the
               provisions of Subarticle (C) of this Article  FOURTH) and subject
               further to any other  conditions which may be fixed in accordance
               with  the  provisions  of  this  Article  FOURTH,  then  but  not
               otherwise,  the  holders of Common  Stock  shall be  entitled  to
               receive such  dividends,  if any, as may be declared from time to
               time by the Board of Directors.

                    (ii) In the event of voluntary or  involuntary  liquidation,
               distribution or sale of assets, dissolution or winding-up of this
               Corporation, the holders of the Common Stock shall be entitled to
               receive  all  the  assets  of  this  Corporation,   tangible  and
               intangible,  of  whatever  kind  available  for  distribution  to
               stockholders  following  priority  distributions  to be  made  to
               holders of Preferred Stock of the Company,  ratably in proportion
               to the number of shares of the Common Stock hel by each.

                    (iii) Except as otherwise  required by law, this Certificate
               of   Incorporation   or  the  provisions  of  the  resolution  or
               resolutions as may be adopted by the Board of Directors  pursuant
               to this  Article  FOURTH,  each holder of Common Stock shall have
               one vote in respect  of each  share of Common  Stock held by such
               holder on each matter voted upon by the stockholders.

     FIFTH: A director of the Corporation shall not be liable to the Corporation
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
director,  except to the extent such  exemption  from  liability  or  limitation
thereof is not permitted  under  Delaware  General  Corporation  Law as the same
exists or may hereinafter be amended. Any repeal or modification of this Article
FIFTH shall not  adversely  affect any right or  protection of a director of the
Corporation  existing  hereunder  with respect to any act or omission  occurring
prior to such repeal or modification.

     FOURTH:   The  amendment  to  the  Certificate  of   Incorporation  of  the
Corporation   set  forth  above  was  adopted  at  a  Special   Meeting  of  the
Corporation's stockholders on the 24th day of June, 1998.

     IN WITNESS  WHEROF,  the  undersigned  President  of this  Corporation  has
executed this Amended and Restated  Certificate of Incorporation on this 5th day
of March, 1999.

                            U.S. WIRELESS CORPORATION


                          By: \s\ Dr. Oliver Hilsenrath
                        Dr. Oliver Hilsenrath, President






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