Exhibit 3.1



CTC COMMUNICATIONS GROUP, INC.

CERTIFICATE OF DESIGNATION OF THE POWERS,
PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL
AND OTHER SPECIAL RIGHTS OF 8.25% SERIES B
CONVERTIBLE PREFERRED STOCK AND
QUALIFICATIONS, LIMITATIONS
AND RESTRICTIONS THEREOF

8.25% Series B Convertible Preferred Stock

Pursuant to Section 151 of the General Corporation Law of the State of
Delaware

CTC Communications Group, Inc. (the "Corporation"), a corporation organized
and existing under the General Corporation Law of the State of Delaware, does
hereby certify that, pursuant to authority conferred upon the board of
directors of the Corporation (the "Board of Directors") by the Corporation's
Certificate of Incorporation, as amended (the "Certificate of
Incorporation"), and pursuant to the provisions of Section 151 of the General
Corporation Law of the State of Delaware, said Board of Directors is
authorized to issue Preferred Stock of the Corporation in one or more series
and the Board of Directors has duly approved and adopted the following
resolution on March 21, 2000 (the "Resolution"):

          RESOLVED that, pursuant to the authority vested in the Board of
Directors by its Certificate of Incorporation, the Board of Directors hereby
creates, authorizes and provides for the issuance of a series of the
preferred stock of the Corporation, par value $1.00 per share (such preferred
stock designated as the "Series B Convertible Preferred Stock"), consisting
of 200,000 shares and having the powers, designations, preferences, relative,
participating, optional and other special rights and the qualifications,
limitations and restrictions thereof that are set forth in the Certificate of
Incorporation and in this Resolution as follows:

1.   Number and Designation. Two hundred thousand (200,000) shares of
the Preferred Stock of the Corporation shall constitute a series designated
as "Series B Convertible Preferred Stock" (the "Series B Preferred Stock").

2.   Definitions.  Unless the context otherwise requires or unless
otherwise defined herein, when used herein the following terms shall have the
meanings indicated.

"Accreted Value" means, with respect to one share of Series B Preferred
Stock, the amount equal to $1,000.00 plus the amount of any dividends added
to the Accreted Value in accordance with Section 4.2 (which aggregate amount
shall be subject to adjustment whenever there shall occur a stock split,
combination, reclassification, or other similar event involving the Series B
Preferred Stock).

"Change of Control" means the occurrence of any of the following
events: (a) any "person" or "group" (as such terms are used in Sections 13(d)
and 14(d) of the Exchange Act) other than holders of the Series B Preferred
Stock becomes the "beneficial owner" (as defined in Rule 13d-3 and 13d-5
under the Exchange Act) of more than 50% of the total voting stock of the
Corporation or (b) the Corporation consolidates with, or merges with or into,
another person or sells, assigns, conveys, transfers, leases or otherwise
disposes of all or substantially all of its assets to any person, or any
person consolidates with, or merges with or into the Corporation, in any such
event pursuant to a transaction in which the holders of the outstanding
voting stock of the Corporation immediately prior to such transaction hold
less than 50% of the outstanding voting stock of the surviving or transferee
company or its parent company immediately after such transaction or
immediately after such transaction any "person" or "group" (as such terms are
used in Sections 13(d) and 14(d) of the Exchange Act) other than holders of
the Series B Preferred Stock is the "beneficial owner" (as defined in Rules
13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than
50% of the total voting stock of the surviving or transferee company or its
parent company or (c) during any consecutive two-year period, individuals who
at the beginning of such period constituted the Board of Directors (together
with any new directors whose election by the Board of Directors or whose
nomination for election by the stockholders of the Corporation was approved
by a vote of a majority of the directors then still in office who were either
directors at the beginning of such period or whose election or nomination for
election was previously so approved or whose nomination was made by the
holders of the Series B Preferred Stock) cease for any reason to constitute a
majority of the Board of Directors then in office other than pursuant to
provisions of the Purchase Agreement relating to nomination, election,
resignation or removal of directors under certain circumstances described
therein; provided, however, that a "Change of Control" shall not include a
transfer of all or substantially all of the assets of the Corporation to one
or more wholly owned subsidiaries or any merger or consolidation of the
Corporation immediately after which holders of the outstanding voting stock
of the Corporation immediately prior to such transaction hold 50% or more of
the outstanding voting stock of the surviving company or its parent company.

"Closing Date" shall have the meaning given such term in the Purchase
Agreement.

"Current Market Value" means the average of the daily Market Prices of
the Common Stock for ten consecutive trading days immediately preceding the
date for which such value is to be determined.

"Liquidation Preference" means, at a given time with respect to one
share of Series B Preferred Stock, the Accreted Value as of such time, plus
all dividends, whether or not earned or declared, accrued since the end of
the previous Dividend Period.

"Market Price" means, with respect to the Common Stock, on any given
day, (i) the price of the last trade, as reported on the Nasdaq Stock Market,
not identified as having been reported late to such system, or (ii) if the
Common Stock is so traded, but not so quoted, the average of the last bid and
ask prices, as those prices are reported on the Nasdaq Stock Market, or (iii)
if the Common Stock is not listed or authorized for trading on the Nasdaq
Stock Market or any comparable system, the average of the closing bid and
asked prices as furnished by two members of the National Association of
Securities Dealers, Inc. selected from time to time by the Corporation for
that purpose. If the Common Stock is not listed and traded in a manner that
the quotations referred to above are available for the period required
hereunder, the Market Price per share of Common Stock shall be deemed to be
the fair value per share of such security as determined in good faith by the
Board of Directors of the Corporation.

"Purchase Agreement" means the Series B Preferred Stock Purchase
Agreement dated as of March 22, 2000 among the Corporation and the purchasers
named therein.

3.   Rank.

3.1.   The Series B Preferred Stock will, with respect to
dividend rights and rights on liquidation, winding-up and dissolution,
rank (i) senior to all classes of Common Stock and to each other class
of capital stock of the Corporation or series of Preferred Stock of the
Corporation established hereafter by the Board of Directors, the terms
of which do not expressly provide that such class or series ranks
senior to, or on a parity with, the Series B Preferred Stock as to
dividend rights and rights on liquidation, winding-up and dissolution
of the Corporation (collectively referred to, together with all classes
of Common Stock of the Corporation, as "Junior Stock"); (ii) on a
parity with each class of capital stock of the Corporation or series of
Preferred Stock of the Corporation established hereafter by the Board
of Directors, the terms of which expressly provide that such class or
series will rank on a parity with the Series B Preferred Stock as to
dividend rights and rights on liquidation, winding-up and dissolution
(collectively referred to as "Parity Stock"); and (iii) junior to each
class of capital stock of the Corporation or series of Preferred Stock
of the Corporation established hereafter by the Board of Directors of
the Corporation, the terms of which expressly provide that such class
or series will rank senior to the Series B Preferred Stock as to
dividend rights or rights on liquidation, winding-up and dissolution of
the Corporation (collectively referred to as "Senior Stock").

3.2.   The respective definitions of Senior Stock, Junior
Stock and Parity Stock shall also include any rights or options
exercisable or exchangeable for or convertible into any of the Senior
Stock, Junior Stock and Parity Stock, as the case may be.

3.3.   The Series B Preferred Stock shall be subject to the
creation of Junior Stock, Parity Stock and Senior Stock, to the extent
not prohibited hereby.

4.   Dividends.

4.1.   Holders of the outstanding shares of Series B
Preferred Stock will be entitled to receive dividends on each share of
the Series B Preferred Stock, when and if declared by the Board of
Directors, out of funds legally available therefor, at a rate per annum
equal to 8.25% of the Liquidation Preference from the date of issuance,
payable quarterly in arrears on March 31, June 30, September 30 and
December 31 of each year (unless such day is not a business day, in
which event such dividends shall be payable on the next succeeding
business day) (each such date being a "Dividend Payment Date" and each
such quarterly period being a "Dividend Period"), commencing on June
30, 2000. Each such dividend shall be payable to the holders of record
of shares of the Series B Preferred Stock as they appear on the stock
register of the Corporation at the close of business on the
corresponding Record Date. As used herein, the term "Record Date"
means, with respect to the dividend payable on March 31, June 30,
September 30 and December 31, respectively, of each year, the preceding
March 15, June 15, September 15 and December 15, or such other date,
not more than 60 days or less than 10 days preceding the payment dates
thereof, as shall be fixed as the record date by the Board of
Directors.  Dividends, whether or not declared, will accumulate until
declared and paid.

4.2.   Any dividend on the Series B Preferred Stock shall
be, at the option of the Corporation, payable (a) in cash or (b) if
cash dividends are not declared by the Board of Directors and paid to
the holders of the outstanding shares of Series B Preferred Stock on or
before each Dividend Payment Date, the Accreted Value for each share of
Series B Preferred Stock automatically shall increase by an amount
equal to the Applicable Percentage multiplied by the Accreted Value as
of the immediately preceding Dividend Payment Date; provided, however,
that, with respect to any Dividend Payment Date occurring prior to the
third anniversary of the Closing Date, all such dividends shall be paid
as described in clause (b).  As used herein, the "Applicable
Percentage" for each full Dividend Period for the Series B Preferred
Stock shall be 2.0625%.  The Applicable Percentage for the initial
Dividend Period, or any other period shorter than a full period, shall
be computed on the basis of a per annum rate of 8.25% and the actual
number of days elapsed over a 360-day year.

4.3.   All dividends paid with respect to shares of the
Series B Preferred Stock shall be paid pro rata to the holders thereof
entitled thereto.

4.4.   If accrued dividends on the Series B Preferred Stock
for all prior periods have not been paid in full or added to the
Accreted Value pursuant to Section 4.2(b), then any dividend declared
on any Parity Stock will be declared ratably in proportion to accrued
and unpaid dividends on the Series B Preferred Stock and such Parity
Stock and if dividends on any Parity Stock are due and payable and have
not been paid in full, then any dividend declared on the Series B
Preferred Stock will be declared ratably in proportion to accrued and
unpaid dividends on the Series B Preferred Stock and such Parity Stock.

4.5.   So long as any shares of Series B Preferred Stock are
outstanding, if the Corporation pays a dividend or distribution on the
Common Stock (other than dividends or distributions payable solely in
Common Stock) then at the same time the Corporation shall declare and
pay a dividend on each share of Series B Preferred Stock of the type
and in the amount equal to the dividends that would be paid with
respect to a share of Series B Preferred Stock if converted by the
holder thereof into Common Stock on the date established as the record
date with respect to such dividend on the Common Stock.

5.   Liquidation Preference.  Upon any voluntary or involuntary
liquidation, dissolution or winding-up of the Corporation, and subject to the
rights of holders of Senior Stock and Parity Stock, each holder of Series B
Preferred Stock shall be entitled to be paid, before any distribution is made
on any Junior Stock, out of the assets of the Corporation available for
distribution to its stockholders, an amount equal to the greater of (a) the
Liquidation Preference as of the date fixed for liquidation, dissolution or
winding-up for each share of Series B Preferred Stock held by such holder, or
(b) an amount for each share of Series B Preferred Stock held by such holder
equal to the Current Market Value of the number of shares of Common Stock
into which a share of Preferred Stock could be converted by such holder as of
the date fixed for liquidation, provided that in case of (a) or (b) if such
liquidation, dissolution or winding-up occurs prior to the third anniversary
of the Closing Date, the Accreted Value for each such share shall be deemed
to include dividends that would have accrued on such share from the date of
such liquidation, dissolution or winding-up through the third anniversary of
the Closing Date.  If, upon any voluntary or involuntary liquidation,
dissolution or winding-up of the Corporation, there are not sufficient assets
to pay the amounts payable with respect to the Series B Preferred Stock and
all Parity Stock in full, the holders of Series B Preferred Stock and the
holders of Parity Stock will share ratably (in proportion to the other
amounts that would be payable on such shares of Series B Preferred Stock and
the Parity Stock, respectively, if all amounts payable thereon had been paid
in full) in any distribution of assets of the Corporation to which each is
entitled.  After payment of the full amount contemplated by the first
sentence of this Section 5, the holders of shares of Series B Preferred Stock
will not be entitled to any further participation in any distribution of
assets of the Corporation.  For the purposes of this Section 5, neither the
sale, conveyance, exchange or transfer (for cash, shares of stock, securities
or other consideration) of all or substantially all of the property or assets
of the Corporation nor the consolidation or merger of the Corporation with or
into one or more other entities shall be deemed to be a liquidation,
dissolution or winding-up of the Corporation.

6.   Redemption.

6.1.    On and after the fifth anniversary of the Closing
Date, subject to the conversion rights set forth in Section 8, to the
extent the Corporation shall have funds legally available for such
payment, the Corporation may redeem at its option shares of Series B
Preferred Stock, at any time in whole or from time to time in part, at
a redemption price per share equal to the greater of (a) the
Liquidation Preference, and (b) the Current Market Value of the number
of shares of Common Stock into which a share of Preferred Stock could
be converted by the holder on the date fixed for redemption.

6.2.   To the extent the Corporation shall have funds
legally available for such payment, on the tenth anniversary of the
Closing Date the Corporation shall redeem all outstanding shares of the
Series B Preferred Stock, if any (other than shares of Series B
Preferred Stock with respect to which the holder thereof has waived the
redemption requirement set forth in this Section 6.2) at a redemption
price per share equal to the greater of (a) the Liquidation Preference
as of such date, and (b) the Current Market Value of the number of
shares of Common Stock into which a share of Preferred Stock could be
converted by the holder as of such date, which redemption price shall
be payable, at the Company's option, (1) in cash or (2) in shares of
Common Stock, which shares shall be valued at (x) 95% of the average of
the daily Market Prices of the Common Stock for twenty consecutive
trading days immediately preceding the redemption date in the case of
redemptions pursuant to clause (a) and (y) 100% of the average of the
daily Market Prices of the Common Stock for twenty consecutive trading
days immediately preceding the redemption date in the case of
redemptions pursuant to clause (b).

6.3.   Promptly following the occurrence of a Change of
Control, the Corporation shall notify (a "Change of Control Notice")
the holders of the Series B Preferred Stock of such occurrence.  Within
thirty days after the Corporation sends a Change of Control Notice,
each holder of shares of Series B Preferred Stock shall have the option
to either (a) to the extent the Corporation shall have funds legally
available therefor, to require the Corporation to redeem such holder's
shares of Series B Preferred Stock, or such portion thereof as may be
determined by such holder, at a redemption price per share in cash
equal to the Liquidation Preference as of the date of the Change of
Control (which date shall be the redemption date for purposes hereof)
or (b) convert such holder's shares of Series B Preferred Stock, or
such portion thereof as may be determined by such holder, as set forth
in Section 8.1 into shares of Common Stock (or into a corresponding
number of the type of security into which shares of Common Stock are
converted in such Change of Control); provided, however, that the
Accreted Value for each share of Series B Preferred Stock tendered for
redemption or conversion shall include, in addition to accrued and
unpaid dividends through the date fixed for redemption or conversion,
dividends which would have accrued from such date to the third
anniversary of the Closing.  Any election pursuant to clause (a) or (b)
must be made by written notice delivered to the offices of the
Corporation, accompanied by certificates representing the shares to be
redeemed or converted, within thirty days following the mailing of the
Change of Control Notice.  Such notice shall be signed by the holder of
the shares to be redeemed or converted and must specify the number of
shares to be redeemed or converted.

6.4.   Shares of Series B Preferred Stock which have been
issued and reacquired in any manner, including shares purchased or
redeemed, shall (upon compliance with any applicable provisions of the
General Corporation Law of the State of Delaware) have the status of
authorized and unissued shares of the class of Preferred Stock
undesignated as to series and may be redesignated and reissued as part
of any series of the Preferred Stock.

6.5.   If the Corporation is unable or shall fail to
discharge its obligation to redeem all outstanding shares of Series B
Preferred Stock pursuant to Section 6.2 or shares of Series B Preferred
Stock surrendered for redemption pursuant to Section 6.3 (the
"Mandatory Redemption Obligation"), the Mandatory Redemption Obligation
shall be discharged as soon as the Corporation is able to discharge
such Mandatory Redemption Obligation. If and so long as any Mandatory
Redemption Obligation with respect to the Series B Preferred Stock
shall not be fully discharged, the Corporation shall not (i) declare or
pay any dividend or distribution with respect to, or directly or
indirectly, redeem, purchase, or otherwise acquire any Parity Stock or
discharge any mandatory or optional redemption, sinking fund or other
similar obligation in respect of any Parity Stock (except in connection
with a redemption, sinking fund or other similar obligation to be
satisfied pro rata with the Series B Preferred Stock and except for
dividends on Parity Stock which are payable solely in additional shares
of or by the increase in the liquidation value of Parity Stock, in each
case, pursuant to the terms thereof) or (ii) declare or pay any
dividend or distribution with respect to, or directly or indirectly
redeem, purchase, or otherwise acquire, any Junior Stock, or, directly
or indirectly, discharge any mandatory or optional redemption, sinking
fund or other similar obligation in respect of any Junior Stock (other
than a redemption, purchase or other acquisition of shares of Common
Stock made pursuant to an employee incentive or benefit plan or
arrangement of the Corporation or any subsidiary or other agreement or
arrangement between an employee and the Corporation or any subsidiary
approved by the Board of Directors or any committee thereof and other
than dividends on Junior Stock which are payable solely in additional
shares of or by the increase in the liquidation value of Junior Stock,
in each case, pursuant to the terms thereof).

7.   Procedure for Redemption.

7.1.   In the event that fewer than all the outstanding
shares of Series B Preferred Stock are to be redeemed, the number of
shares to be redeemed shall be determined by the Board of Directors and
the shares to be redeemed shall be selected pro rata (with any
fractional shares being rounded to the nearest whole share).

7.2.   In the event the Corporation shall redeem shares of
Series B Preferred Stock pursuant to Section 6.1 or 6.2, notice of such
redemption shall be given by first class mail, postage prepaid, mailed
not less than 30 days nor more than 60 days prior to the redemption
date, to each holder of record of the shares to be redeemed at such
holder's address as the same appears on the stock register of the
Corporation; provided that neither the failure to give such notice nor
any defect therein shall affect the validity of the giving of notice
for the redemption of any share of Series B Preferred Stock to be
redeemed except as  to the holder to whom the Corporation has failed to
give said notice or except as to the holder whose notice was defective.
Each such notice shall state: (i) the redemption date; (ii) the number
of shares of Series B Preferred Stock to be redeemed and, if fewer than
all the shares held by such holder are to be redeemed, the number of
shares to be redeemed from such holder; (iii) the redemption price; and
(iv) the place or places where certificates for such shares are to be
surrendered for payment of the redemption price.

7.3.   Notice having been received by the Corporation as set
forth in Section 6.3 or having been mailed by the Corporation as set
forth in Section 7.2, from and after the redemption date, dividends on
the shares of Series B Preferred Stock so called pursuant to Sections
6.1 or 6.2 or surrendered for redemption pursuant to Section 6.3 shall
cease to accrue, and all rights of the holders thereof as stockholders
of the Corporation (except the right to receive from the Corporation
the redemption price) shall cease. Upon surrender in accordance with
said notice of the certificates for any shares so redeemed (properly
endorsed or assigned for transfer, if the Board of Directors shall so
require and the notice shall so state), such share shall be redeemed by
the Corporation at the redemption price aforesaid.  In case fewer than
all the shares represented by any such certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares without
cost to the holder thereof.

8.   Conversion.

8.1.   Subject to the provisions of this Section 8, the
holders of the shares of Series B Preferred Stock shall have the right,
at any time and from time to time, at such holder's option, to convert
any or all outstanding shares (and fractional shares) of Series B
Preferred Stock into fully paid and non-assessable shares of Common
Stock.  The number of shares of Common Stock deliverable upon
conversion of a share of Series B Preferred Stock, adjusted as
hereinafter provided, is referred to herein as the "Conversion Ratio."
The Conversion Ratio as of any date shall be an amount equal to (a) the
Liquidation Preference at such date divided by (b) $50.00, subject to
adjustment from time to time pursuant to Section 8.10 hereof.  As used
herein, "Conversion Price" shall mean, at any given time, the amount
determined by dividing the Liquidation Preference by the Conversion
Ratio in effect at such time.  Notwithstanding any call for redemption
pursuant to Section 6.1, the right to convert shares so called for
redemption shall terminate at the close of business on the date
immediately preceding the date fixed for such redemption unless the
Corporation shall default in making payment of the amount payable upon
such redemption.

8.2.   If at any time (a) the average Market Price of the
Common Stock for a period of 30 consecutive trading days equals or
exceeds 200% of the Conversion Price or(b) there are outstanding fewer
than 15% of the number of shares of Series B Preferred Stock issued on
the Closing Date, then the Corporation shall have the right to cause
each share of the Series B Preferred Stock to convert into a number of
shares of Common Stock equal to the Conversion Ratio, subject to
adjustment pursuant to Section 8.10; provided, however, that if such
conversion pursuant to clause (a) is to occur prior to the third
anniversary of the Closing Date, the Accreted Value for each share of
Series B Preferred Stock to be converted shall include, in addition to
accrued and unpaid dividends through the date fixed for conversion,
dividends which would have accrued from such date to the third
anniversary of the Closing Date.  The Corporation shall exercise such
right by sending written notice of such exercise to the holders of the
Preferred Stock.

8.3.   In order to exercise the conversion privilege set
forth in Section 6.3 or 8.1, the holder of the shares of Series B
Preferred Stock to be converted shall surrender the certificate
representing such shares at the office of the Corporation, with a
written notice of election to convert completed and signed, specifying
the number of shares to be converted.  Unless the shares issuable on
conversion are to be issued in the same name as the name in which such
shares of Series B Preferred Stock are 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 the holder's duly authorized attorney, and an amount
sufficient to pay any transfer or similar tax.  Upon any conversion of
Series B Preferred Stock pursuant to Section 8.2, the Corporation will
notify the holders of the Series B Preferred Stock of such conversion
as set forth in Section 8.2 and each holder shall surrender to the
Corporation the shares formerly representing Series B Preferred Stock.

8.4.   As promptly as practicable after the surrender by the
holder of the certificates for shares of Series B Preferred Stock as
aforesaid, the Corporation shall issue and shall deliver to such holder
(a) a certificate or certificates for the whole number of shares of
Common Stock issuable upon the conversion of such shares in  accordance
with the provisions of Section 6.3 or this Section 8, (b) any cash
adjustment required pursuant to Section 8.9, and (c) in the event of a
conversion in part, a certificate or certificates for the whole number
of Preferred Shares not being so converted.

8.5.   Each conversion pursuant to Section 6.3 shall be
deemed to have been effected as of the date of the Change of Control;
each conversion pursuant to Section 8.1 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 received by the Corporation as
aforesaid; and each conversion pursuant to Section 8.2 shall be deemed
to have been effected on the date the notice described in Section 8.2
is sent to the holders of the Series B Preferred Stock; and in any such
case the person 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 of record of the shares of Common
Stock represented thereby at such time on such date and such conversion
shall be into a number of whole shares of Common Stock as set forth in
Section 6.3, 8.1 or 8.2, as the case may be.  All shares of Common
Stock delivered upon conversion of the Series B Preferred Stock will
upon delivery be duly and validly issued, fully paid and non-
assessable.  Upon the surrender of certificates representing the shares
of Series B Preferred Stock to be converted, the shares to be so
converted shall no longer be deemed to be outstanding and all rights of
a holder with respect to such shares surrendered for conversion shall
immediately terminate except the right to receive the Common Stock and
other amounts payable pursuant to this Section 8 and a certificate or
certificates representing the shares of Series B Preferred Stock not
converted.

8.6.   Upon delivery to the Corporation by a holder of
shares of Series B Preferred Stock of a notice of election to convert,
the right of the Corporation to redeem such shares of Series B
Preferred Stock shall terminate, regardless of whether a notice of
redemption has been mailed as aforesaid.

8.7.   The Corporation covenants that it will at all times
reserve such number of its authorized but unissued shares of Common
Stock as shall be required for the purpose of effecting conversions of
the Series B Preferred Stock.

8.8.   The Corporation will pay any and all documentary
stamp or similar issue or transfer taxes payable in respect of the
issue or delivery of shares of Common Stock on conversion of the Series
B Preferred Stock pursuant hereto; provided that the Corporation shall
not be required to pay any tax which may be payable in respect of any
transfer involved in the issue or delivery of shares of Common Stock in
a name other than that of the holder of the Series B Preferred Stock to
be converted and no such issue or delivery shall be made unless and
until the person requesting such issue or delivery has paid to the
Corporation the amount of any such tax or has established, to the
satisfaction of the Corporation, that such tax has been paid.

8.9.   In connection with the conversion by a holder of any
shares of Series B Preferred Stock, no fractions of shares of Common
Stock shall be required to be issued to such holder, but instead the
Corporation shall pay to such holder cash in lieu of any fractional
portion of one share resulting from the calculation of the number of
shares of Common Stock (with all shares of Series B Preferred Stock
being converted by a holder being aggregated for the purpose of such
calculation) in an amount equal to such fraction multiplied by the
Market Price per share of Common Stock on the business day immediately
preceding the date on which such shares of Series B Preferred Stock are
deemed to have been converted.

8.10.   Adjustment of Conversion Ratio.

8.10.1.   In case the Corporation shall at any time after
the date of issue of the Series B Preferred Stock (a) declare a
dividend or make a distribution on Common Stock payable in Common
Stock, (b) subdivide or split the outstanding Common Stock, (c)
combine or reclassify the outstanding Common Stock into a smaller
number of shares, (d) issue any shares of its capital stock in a
reclassification of Common Stock (including any such
reclassification in connection with a consolidation or merger in
which the Corporation is the continuing corporation), or (e)
consolidate with, or merge with or into, any other Person, the
Conversion Ratio in effect at the time of the record date for
such dividend or distribution or of the effective date of such
subdivision, split, combination, consolidation, merger or
reclassification shall be proportionately adjusted so that the
conversion of the Series B Preferred Stock after such time shall
entitle the holder to receive the aggregate number of shares of
Common Stock or other securities of the Corporation (or shares of
any security into which such shares of Common Stock have been
combined, consolidated, merged or reclassified pursuant to clause
(c), (d) or (e) above) which, if this Series B Preferred Stock
had been converted immediately prior to such time pursuant to
Section 8.1, such holder would have owned upon such conversion
and been entitled to receive by virtue of such dividend,
distribution, subdivision, split, combination, consolidation,
merger or reclassification.  Such adjustment shall be made
successively whenever any event listed above shall occur.

8.10.2.     In case the Corporation shall issue or sell
any rights, options, warrants or other securities convertible
into or exercisable or exchangeable for shares of Common Stock
(other than such securities issued (A) pursuant to the
Corporation's existing or future stock option plans or pursuant
to any other existing or future Common Stock-related director or
employee compensation plan or arrangement of the Corporation
approved by the Board of Directors or any committee thereof, (B)
as consideration for the acquisition of a business or of assets,
but only to the extent the aggregate consideration for all such
acquisitions consummated after the Closing Date, for which the
consideration per security determined as set forth below is less
than the Conversion Price on the date of the relevant issuance,
does not exceed $200,000,000, (C) to the Corporation's joint
venture partners in exchange for interests in the relevant joint
venture, (D) issued in connection with issuances of debt
registered under the Securities Act of 1933, as amended, or in a
transaction not requiring registration pursuant to Rule 144A
thereunder or (E) upon exercise or conversion of any security the
issuance of which caused an adjustment under Section 8.10.1,
8.10.3 or 8.10.4 hereof or the issuance of which did not require
adjustment thereunder), without consideration or for a
consideration per share of Common Stock determined by dividing
(i) the number of shares of Common Stock issuable upon exercise
or conversion of such rights, options, warrants or other
securities into (ii) the sum of (x) the consideration paid by the
holders thereof as consideration therefor and (y) the
consideration payable by the holders thereof to exercise or
convert which is less than the Conversion Price on the date of
such issuance, the Conversion Ratio to be in effect after such
issuance or sale shall be determined by multiplying the
Conversion Ratio in effect immediately prior to such issuance or
sale by a  fraction, (1) the numerator of which shall be the sum
of the number of shares of Common Stock outstanding immediately
prior to such issuance or sale (assuming the exercise or
conversion of securities exercisable for or convertible into
Common Stock) and the number of additional shares of Common Stock
issuable on exercise or conversion, and (2) the denominator of
which shall be the sum of (x) the number of shares of Common
Stock outstanding immediately prior to such issuance or sale
(assuming the exercise or conversion of securities exercisable
for or convertible into Common Stock) and (y) the number of
shares of Common Stock which the aggregate consideration paid by
the holders thereof for the total number of additional shares of
Common Stock issuable on exercise or conversion (such
consideration to include both the consideration paid by the
holders thereof for all such securities and the additional
consideration payable by the holders thereof on exercise or
conversion of such securities) would purchase at the Conversion
Price on the date of such issuance.  In case any portion of the
consideration to be received by the Corporation shall be in a
form other than cash, the fair market value of such noncash
consideration shall be utilized in the foregoing computation.
Such fair market value shall be determined in good faith by the
Board of Directors.

8.10.3.   In case the Corporation shall issue or sell any
Common Stock (other than Common Stock issued (A) pursuant to the
Corporation's existing or future stock option plans or pursuant
to any other existing or future Common Stock-related director or
employee compensation plan or arrangement of the Corporation
approved by the Board of Directors or any committee thereof, (B)
as consideration for the acquisition of a business or of assets,
but only to the extent the aggregate consideration for all such
acquisitions consummated after the Closing Date, for which the
consideration per share is less than the Conversion Price on the
date of the relevant issuance, does not exceed $200,000,000, (C)
to the Corporation's joint venture partners in exchange for
interests in the relevant joint venture, (D) issued in connection
with issuances of debt registered under the Securities Act of
1933, as amended, or in a transaction not requiring registration
pursuant to Rule 144A thereunder, (E) upon conversion of the
Series B Preferred Stock, (F) upon exercise of conversion of any
security outstanding as of the Closing Date or (G) upon exercise
or conversion of any security the issuance of which caused an
adjustment under Section 8.10.1, 8.10.2 or 8.10.4 hereof or the
issuance of which did not require adjustment thereunder), without
consideration or for a consideration per share paid by the
holders thereof which is less than the Conversion Price on the
date of such issuance, the Conversion Ratio to be in effect after
such issuance or sale shall be determined by multiplying the
Conversion Ratio in effect immediately prior to such issuance or
sale by a  fraction, (1) the numerator of which shall be the sum
of the number of shares of Common Stock outstanding immediately
prior to such issuance or sale (assuming the exercise or
conversion of securities exercisable for or convertible into
Common Stock) and the number of additional shares of Common Stock
to be issued or sold and (2) the denominator of which shall be
the sum of (x) the number of shares of Common Stock outstanding
immediately prior to such issuance or sale (assuming the exercise
or conversion of securities exercisable for or convertible into
Common Stock) and (y) the number of shares of Common Stock which
the aggregate consideration paid by the holders thereof for the
total number of additional shares of Common Stock so issued or
sold would purchase at the Conversion Price on the date of such
issuance.  In case any portion of the consideration to be
received by the Corporation shall be in a form other than cash,
the fair market value of such noncash consideration shall be
utilized in the foregoing computation.  Such fair market value
shall be determined in good faith by the Board of Directors.

8.10.4.   In case the Corporation shall redeem or
repurchase Common Stock (other than Common Stock issued pursuant
to the Corporation's existing or future stock option plans or
pursuant to any other existing or future Common Stock-related
director or employee compensation plan or arrangement of the
Corporation approved by the Board of Directors or any committee
thereof) for a consideration per share greater than the Current
Market Value on the date of such redemption or repurchase (the
amount of such consideration per share in excess of such Current
Market Value is referred to as the "Excess Consideration"), the
Conversion Ratio to be in effect after such redemption or
repurchase shall be determined by multiplying the Conversion
Ratio in effect immediately prior to such redemption or
repurchase by a fraction, (1) the numerator of which shall be the
sum of the number of shares of Common Stock outstanding
immediately prior to such issuance or sale (assuming the exercise
or conversion of securities exercisable for or convertible into
Common Stock) and (2) the denominator of which shall be the
difference of (x) the number of shares of Common Stock
outstanding immediately prior to such issuance or sale (assuming
the exercise or conversion of securities exercisable for or
convertible into Common Stock) minus (y) the number of shares of
Common Stock which the aggregate Excess Consideration for the
total number of shares of Common Stock so redeemed or repurchased
would purchase at the Current Market Value on the date of such
redemption or repurchase.

8.10.5.   No adjustment to the Conversion Ratio pursuant
to Sections 8.10.1, 8.10.2, 8.10.3 or 8.10.4 above shall be
required unless such adjustment would require an increase or
decrease of at least 1% in the Conversion Ratio.  No adjustment
to the Conversion Ratio pursuant to Sections 8.10.1, 8.10.2,
8.10.3 or 8.10.4 above shall be required in connection with the
issuance of any security, or the issuance of any security issued
upon conversion or exchange of any security, issued as a
distribution in accordance with Section 4.5.  All calculations
under this Section 8.10 shall be made to the nearest four decimal
points.

8.10.6.   All adjustments pursuant to this Section 8.10
shall be notified to the holders of the Series B Preferred Stock
and such notice shall be accompanied by a schedule of
computations of the adjustments.

9.   Voting.

9.1.   Except as otherwise required by law or as provided
herein and subject to the rights of any class or series of capital
stock of the Corporation that hereafter may be issued in compliance
with the terms of this Certificate of Designation, the shares of the
Series B Preferred Stock shall vote together with the shares of the
Corporation's Common Stock and any other shares of the Corporation's
stock which, by its terms, is entitled to vote together with the Common
Stock as a single class at any annual or special meeting of
stockholders of the Corporation, or may act by written consent in the
same manner as the Corporation's Common Stock, upon the following
basis: each holder of shares of Series B Preferred Stock shall be
entitled to such number of votes for the Series B Preferred Stock held
by such holder on the record date fixed for such meeting, or on the
effective date of such written consent, as shall be equal to the whole
number of shares of the Corporation's Common Stock issuable upon
conversion of all shares of Series B Preferred Stock held by such
holder immediately after the close of business on the record date fixed
for such meeting or the effective date of such written consent.

10.   General Provisions. (a) The term "person" as used herein means
any corporation, limited liability Corporation, partnership, trust,
organization, association, other entity or individual.
     (b) The term "outstanding," when used with reference to shares of stock,
shall mean issued shares, excluding shares held by the Corporation or a
subsidiary of the Corporation.

     (c) The headings of the sections, paragraphs, subparagraphs, clauses and
subclauses of this Certificate of Designation are for convenience of
reference only and shall not define, limit or affect any of the provisions
hereof.

     (d) The holders of a majority of the outstanding shares of Series B
Preferred Stock may waive compliance by the Corporation with any provision
of, or a breach by the Corporation of any provision of, this Certificate of
Designation.

          IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Designation to be duly executed by _______________, [TITLE] of the
Corporation, this __ day of _______, 2000.



                              CTC COMMUNICATIONS GROUP, INC.



                              By______________________________
Name:
Title