EXHIBIT 3.1

                          CERTIFICATE OF INCORPORATION

                                       OF

                              GOLDEN SKY DBS, INC.

                             -----------------------

                  This Certificate of Incorporation has been duly adopted by the
GOLDEN SKY DBS, INC. (the "Corporation") in accordance with Section 102 of the
General Corporation Law of the State of Delaware.

                  FIRST: The name of the Corporation is

                              Golden Sky DBS, Inc.

                  SECOND: The address of the registered office of the
Corporation in the State of Delaware is 1013 Centre Road, in the City of
Wilmington, County of New Castle. The name of the Corporation's registered agent
at such address is Corporation Service Company.

                  THIRD: The purposes for which the Corporation is formed are 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: The total number of shares of stock which the
Corporation shall have authority to issue is 1,000 shares of the par value of
$.01 per share. All such shares shall be of one class and shall be designated
Common Stock.





                  FIFTH: The name and mailing address of the sole incorporator
of the Corporation are as follows:

                              Carl P. Marcellino
                              45 Rockefeller Plaza - 11th Floor
                              New York, New York 10111

                  SIXTH: In furtherance and not in limitation of the powers
conferred by the laws of the State of Delaware, the Board of Directors of the
Corporation is expressly authorized and empowered to make, alter or repeal the
By-laws of the Corporation, subject to the power of the stockholders of the
Corporation to alter or repeal any By-law made by the Board of Directors.

                  SEVENTH: The Corporation reserves the right at any time and
from time to time to amend, alter, change or repeal any provisions contained in
this Certificate of Incorporation, and other provisions authorized by the laws
of the State of Delaware at the time in force may be added or inserted, in the
manner now or hereafter prescribed by law, and all rights, preferences and
privileges of whatsoever nature conferred upon stockholders, directors or any
other persons whomsoever by and pursuant to this Certificate of Incorporation in
its present form or as hereafter amended are granted subject to the right
reserved in this Article.

                  EIGHTH: No person shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided, however, that the foregoing shall not eliminate or
limit the liability of a director (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
the law, (iii) under Section 174 of the General Corporation Law of the State of
Delaware or (iv) for any transaction from which the director derived an improper



personal benefit. If the General Corporation Law is subsequently amended to
further eliminate or limit the liability of a director, then a director of the
Corporation, in addition to the circumstances in which a director is not
personally liable as set forth in the preceding sentence, shall not be liable to
the fullest extent permitted by the amended General Corporation Law. For
purposes of this Article EIGHTH, "fiduciary duty as a director" shall include
any fiduciary duty arising out of serving at the Corporation's request as a
director of another corporation, partnership, joint venture or other enterprise,
and "personal liability to the Corporation or its stockholders" shall include
any liability to such other corporation, partnership, joint venture, trust or
other enterprise, and any liability to the Corporation in its capacity as a
security holder, joint venturer, partner, beneficiary, creditor or investor of
or in any such other corporation, partnership, joint venture, trust or other
enterprise.

                  NINTH: Elections of directors need not be by written ballot
except to the extent required by the By-laws of the Corporation.

                  IN WITNESS WHEREOF, the undersigned, being the incorporator
hereinabove named, for the purpose of forming a corporation pursuant to the
General Corporation Law of the State of Delaware, does make this Certificate,
hereby declaring, certifying and acknowledging under penalties of perjury that
the facts herein stated are true and that this Certificate is his act and deed,
and accordingly has hereunto set his hand, as of the 2nd day of February, 1999.

                                             /s/ Carl P. Marcellino
                                    --------------------------------------------
                                             Carl P. Marcellino
                                             Sole Incorporator