CERTIFICATE OF INCORPORATION

                                       OF

                Cinergy Telecommunication Networks Holdings, Inc.

     The  undersigned,  for the purpose of  organizing a  corporation  under the
General Corporation Law of the State of Delaware, certifies:


     FIRST: The name of the corporation is:

               Cinergy Telecommunication Networks Holdings, Inc.

     SECOND: The address of the corporation's  registered office in the State of
Delaware  is the  Corporation  Trust  Center,  1209 Orange  Street,  Wilmington,
Delaware 19801,  County of New Castle.  The name of its registered agent at such
address is The Corporation Trust Company.


     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:  The total  number of shares of stock which the  corporation  shall
have  authority to issue is five hundred (500) shares of common  stock,  without
par value.

     FIFTH:  The name and  mailing  address  of the  incorporator  is Richard G.
Beach, 139 East Fourth Street, 25 AT II, Cincinnati, Ohio 45202.

     SIXTH: A director of the corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director,  except for liability  (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 law,  (iii) under Section 174 of the Delaware  General  Corporation
Law, or (iv) for any  transaction  from which the director  derived any improper
personal benefit.  If the Delaware General  Corporation Law is amended after the
date of the filing of this  Certificate  to authorize  corporate  action further
eliminating or limiting the personal liability of directors,  then the liability
of director of the  corporation  shall be  eliminated  or limited to the fullest
extent  permitted by the Delaware  General  Corporation  Law, as so amended.  No
repeal or  modification  of this Article SIXTH 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
repeal or modification.

     SEVENTH:  The directors shall have power to make,  alter or repeal by-laws,
except as may otherwise be provided in the by-laws.

     EIGHTH: Elections of directors need not be by written ballot, except as may
otherwise be provided in the by-laws.

     WITNESS my signature this 7th day of December, 1999.


                                                      /S/RICHARD G. BEACH
                                                      -------------------
                                                      Richard G. Beach
                                                      Sole Incorporator

Doc. 52563