CERTIFICATE OF INCORPORATION OF
                       GLOBAL CROSSING NORTH AMERICA, INC.


     1. The name of the corporation shall be Global Crossing North America, Inc.
(hereinafter sometimes called the "Corporation").

     2. The purposes for which it is formed are to engage in any lawful act of
activity for which corporations may be organized under the Business Corporation
Law provided that the corporation is not formed to engage in any act or activity
which requires the consent or approval of any state official, department, board,
agency or other body, without such consent or approval first being obtained.

     It is hereby expressly provided that the foregoing shall not be held to
limit or restrict in any manner the powers of this Corporation, and that this
Corporation may do all and everything necessary, suitable and appropriate for
the exercise of any of its general powers.

     3. The aggregate number of shares which the Corporation shall have
authority to issue is 1,000 shares of Common Stock, each share having a par
value of one dollar ($1.00). The holders of the Common Stock shall have no
preemptive rights to subscribe for any shares of any class of stock of the
Corporation whether now or hereafter authorized.

     4. The office of the Corporation in the State of New York shall be located
in the County of Monroe.




     5. The Secretary of State of the State of New York is hereby designated as
the agent of the Corporation upon whom any process may in any action or
proceeding against it be served. The post office address to which the Secretary
of State shall mail a copy of any process in any action or proceeding against
the Corporation which may be served on it is: c/o Corporation Service Company,
80 State Street, Albany, New York 12207-2543.

     6. The following provisions are inserted for the management of the business
and the conduct of the affairs of the Corporation, and for further definition,
limitation and regulation of the powers of the Corporation and of its directors
and stockholders:

        (a) The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors.

        (b) The directors shall have concurrent power with the stockholders to
make, alter, amend, change, add to or repeal the By-Laws of the Corporation.

        (c) The number of directors of the Corporation shall be as from time to
time fixed by, or in the manner provided in, the By-Laws of the Corporation.
Election of directors need not be by written ballot unless the By-Laws so
provide.

        (d) In addition to the powers and authority hereinbefore or by statute
expressly conferred upon them, the directors are hereby empowered to exercise
all such powers and do all such acts and things as may be exercised or done by
the Corporation, subject, nevertheless, to the provisions of the Business
Corporation Law, this Certificate of Incorporation, and any By-Laws adopted by
the stockholders; provided, however, that


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no By-Laws hereafter adopted by the stockholders shall invalidate any prior act
of the directors which would have been valid if such By-Laws had not been
adopted.

        (e) Any member of the Board of Directors may be removed, with or without
cause, at any time prior to the expiration of his term by a majority vote of the
outstanding shares.

     7. The personal liability of the directors of the Corporation is hereby
eliminated to the fullest extent permitted by the provisions of paragraph (b) of
Section 402 of the Business Corporation Law of the State of New York as the same
may be amended and supplemented.


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