EXHIBIT 3.1


                            CERTIFICATE OF FORMATION

                                       OF

                             WFN CREDIT COMPANY, LLC


1.)      The name of the limited liability company (the "LLC") is:
                                                         ---

                             WFN Credit Company, LLC

2.)      The address of the registered office of the LLC in the State of
         Delaware is 1209 Orange Street, in the City of Wilmington, County of
         New Castle. The name of the registered agent of the LLC at such address
         is The Corporation Trust Company.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of the LLC this 30th day of April, 2001.


                                /s/ Michael J. Perlowski
                                -----------------------------------------------
                                Michael J. Perlowski
                                Authorized Person