EXHIBIT 3.1


                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                          VERIZON GLOBAL FUNDING CORP.



         1. The name of the corporation is VERIZON GLOBAL FUNDING CORP.

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

         3. 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 General Corporation Law of Delaware.

         4. The total number of shares of all classes of stock which the
corporation shall have authority to issue is one share of Common Stock without
par value.

         5. The business and affairs of the corporation shall be managed under
the direction of the Board of Directors.

         6. Election of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.

         7. The Board of Directors is expressly authorized from time to time to
make, alter or repeal the by-laws of the corporation.

         8. To the fullest extent that the General Corporation Law of the State
of Delaware, as it exists on the date hereof or as it may hereafter be amended,
permits the limitation or elimination of the liability of directors, no director
of the corporation




shall be liable to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director. No amendment to or repeal of this
Article shall apply to or have any effect on the liability or alleged liability
of any director of the corporation for or with respect to any acts or omissions
of such director occurring prior to such amendment or repeal.

         9. The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.