
                                                                     EXHIBIT 3.1

                          SECOND AMENDED AND RESTATED

                         CERTIFICATE OF INCORPORATION

                                      OF

                                COACH USA, INC.

            The undersigned, Douglas Cerny, Senior Vice President of Coach USA,
Inc., a corporation organized and existing under the laws of the State of
Delaware (the "Corporation"), do hereby certify as follows:

            FIRST: The name of the corporation is

                       Coach USA, Inc.

            SECOND: The Certificate of Incorporation of the Corporation was
filed in the Office of the Secretary of State of the State of Delaware on
September 29, 1995 under the name Victor USA Acquisition Corp.

            THIRD: This Second Amended and Restated Certificate of Incorporation
was duly adopted in accordance with the provisions of Sections 242 and 245 of
the Delaware General Corporation Law, the Board of Directors having duly adopted
resolutions setting forth and declaring advisable this Amended and Restated
Certificate of Incorporation, and in lieu of a meeting of the stockholders,
written consent to this Second Amended and Restated Certificate of Incorporation
having been given by the holders of a majority of the outstanding stock of the
Corporation in accordance with Section 228 of the General Corporation Law of the
Delaware General Corporation Law.

            FOURTH: This Second Amended and Restated Certificate of
Incorporation is being filed pursuant to Sections 242 and 245 of the Delaware
General Corporation Law in order to restate the Amended and Restated Certificate
of Incorporation of the Corporation and also to amend the Certificate of
Incorporation to increase the authorized capital stock of the Corporation.

            FIFTH: The Certificate of Incorporation of the Corporation is hereby
amended and restated in its entirety as follows:

                                  ARTICLE ONE

            The name of the corporation is:
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                       Coach USA, Inc.

                                  ARTICLE TWO

            The address of the Corporation's registered office in the State of
Delaware is 15 East North Street, in the City of Dover, County of Kent. The name
of its registered agent at such address is United Corporate Services, Inc.

                                 ARTICLE THREE

            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 Delaware.

                                 ARTICLE FOUR

            The total number of shares of all classes of stock which the
Corporation shall have authority to issue is one hundred million five hundred
thousand (100,500,000) shares, of which five hundred thousand (500,000) shares,
designated as Preferred Stock, shall have a par value of One Cent ($.01) per
share (the "Preferred Stock"), and one hundred million (100,000,000) shares,
designated as Common Stock, shall have a par value of One Cent ($.01) per share
(the "Common Stock").

            A statement of the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof, in respect of each class of
stock of the Corporation is as follows:

                                PREFERRED STOCK

            The Preferred Stock may be issued from time to time by the Board of
Directors as shares of one or more classes or series. Subject to the provisions
of this Certificate of Incorporation

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and the limitations prescribed by law, the Board of Directors is expressly
authorized by adopting resolutions to issue the shares, fix the number of shares
and change the number of shares constituting any series, and to provide for or
change the voting powers, designations, preferences and relative, participating,
optional or other special rights, qualifications, limitations or restrictions
thereof, including dividend rights (and whether dividends are cumulative),
dividend rates, terms of redemption (including sinking fund provisions), a
redemption price or prices, conversion rights and liquidation preferences of the
shares constituting any class or series of the Preferred Stock, without any
further action or vote by the stockholders.

                                 COMMON STOCK

            1.    DIVIDENDS.

            Subject to the preferred rights of the holders of shares of any
class or series of Preferred Stock as provided by the Board of Directors with
respect to any such class or series of Preferred Stock, the holders of the
Common Stock shall be entitled to receive, as and when declared by the Board of
Directors out of the funds of the Corporation legally available therefor, such
dividends (payable in cash, stock or otherwise) as the Board of Directors may
from time to time determine, payable to stockholders of record on such dates,
not exceeding 60 days preceding the dividend payment dates, as shall be fixed
for such purpose by the Board of Directors in advance of payment of each
particular dividend.

            2.    LIQUIDATION.

            In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, after the distribution or payment
to the holders of shares of any class or

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series of Preferred Stock as provided by the Board of Directors with respect to
any such class or series of Preferred Stock, the remaining assets of the
Corporation available for distribution to stockholders shall be distributed
among and paid to the holders of Common Stock ratably in proportion to the
number of shares of Common Stock held by them respectively.

            3.    VOTING RIGHTS.

            Except as otherwise required by law or as provided by the Board of
Directors with respect to any class or series of Preferred Stock, the entire
voting power and all voting rights shall be vested exclusively in the Common
Stock. Each holder of shares of Common Stock shall be entitled to one vote for
each share standing in such holder's name of the books of the Corporation.

                                 ARTICLE FIVE

            1.    BOARD OF DIRECTORS

            The Directors shall be classified with respect to the time for which
they shall severally hold office into three classes as nearly equal in number as
possible. The Class I directors shall be elected to hold office for an initial
term expiring at the 1997 annual meeting of stockholders, the Class II Directors
shall be elected to hold office for an initial term expiring at the 1998 annual
meeting of stockholders and the Class III Directors shall be elected to hold
office for an initial term expiring at the 1999 annual meeting of stockholders,
with the members of each class of directors to hold office until their
successors have been duly elected and qualified. At each annual meeting of
stockholders, the successors to the class of directors whose term expires at
that meeting shall be elected to hold office for a term expiring at the annual
meeting of stockholders held in the third year following the year of their
election and until their successors have been duly elected and qualified.

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At each annual meeting of stockholders at which a quorum is present, the persons
receiving a plurality of the votes cast shall be directors. No director or class
of directors may be removed from office by a vote of the stockholders at any
time except for cause. Election of directors need not be by written ballot
unless the By-laws of the Corporation so provide.

            2.    VACANCIES.

            Any vacancy on the Board of Directors resulting from death,
retirement, resignation, disqualification or removal from office or other cause,
as well as any vacancy resulting from an increase in the number of directors
which occurs between annual meetings of the stockholders at which directors are
elected, shall be filled only by a majority vote of the remaining directors then
in office, though less than a quorum, except that those vacancies resulting from
removal from office by a vote of the stockholders may be filled by a vote of the
stockholders at the same meeting at which such removal occurs. The directors
chosen to fill vacancies shall hold office for a term expiring at the end of the
next annual meeting of stockholders at which the term of the class to which they
have been elected expires. No decrease in the number of directors constituting
the Board of Directors shall shorten the term of any incumbent director.

            Notwithstanding the foregoing, whenever the holders of one or more
classes or series of Preferred Stock shall have the right, voting separately, as
a class or series, to elect directors, the election, term of office, filling of
vacancies, removal and other features of such directorships shall be governed by
the terms of the resolution or resolutions adopted by the Board of Directors
pursuant to ARTICLE FOUR applicable thereto, and each director so elected shall
not be subject to the provisions of this ARTICLE FIVE unless otherwise provided
therein.

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            3.    POWER TO MAKE, ALTER AND REPEAL BY-LAWS.

            In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter and
repeal the By-laws of the Corporation.

            4.    AMENDMENT AND REPEAL OF ARTICLE FIVE

            Notwithstanding any provision of this Certificate of Incorporation
and of the By-laws, and notwithstanding the fact that a lesser percentage may be
specified by Delaware law, unless such action has been approved by a majority
vote of the full Board of Directors, the affirmative vote of 66 2/3 percent of
the votes which all stockholders of the then outstanding shares of capital stock
of the Corporation would be entitled to cast thereon, voting together as a
single class, shall be required to amend or repeal any provisions of this
ARTICLE FIVE or to adopt any provision inconsistent with this ARTICLE FIVE. In
the event such action has been previously approved by a majority vote of the
full Board of Directors, the affirmative vote of a majority of the outstanding
stock entitled to vote thereon shall be sufficient to amend or repeal any
provisions of this ARTICLE FIVE or adopt any provision inconsistent with this
ARTICLE FIVE.

                                  ARTICLE SIX

            The Corporation reserves the right to amend, alter, change or repeal
any provision in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute.

                                 ARTICLE SEVEN

            No director of the corporation shall be liable to the Corporation of
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

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in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law of (iv) for
any transactions from which the director derived an improper personal benefit.

                                 ARTICLE EIGHT

            The Corporation shall, to the fullest extent permitted by Section
145 of the Delaware General Corporation Law, as the same may be amended and
supplemented, indemnify each director and officer of the Corporation from and
against any and all of the expenses, liabilities or other matters referred to in
or covered by said section and the indemnification provided for herein shall not
be deemed exclusive of any other rights to which those indemnified may be
entitled under By-law, agreement, vote of stockholders, vote of disinterested
directors or otherwise, and shall continue as to a person who has ceased to be a
director or officer and shall inure to the benefit of the heirs, executors and
administrators of such persons and the Corporation may purchase and maintain
insurance on behalf of any director or officer to the extent permitted by
Section 145 of the Delaware General Corporation Law.

                                 ARTICLE NINE

            Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of section 291 of Title 8 of the Delaware Code or on the application
of trustees in dissolution or of any receiver or receivers

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appointed for the Corporation under the provisions of section 279 of Title 8 of
the Delaware Code order a meeting of the creditors or class of creditors, and/or
of the stockholder or class of stockholders of the Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of the
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of the Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of the Corporation, as the case may be,
and also on the Corporation.

            IN WITNESS WHEREOF, the undersigned has executed this Amended and
Restated Certificate of Incorporation on behalf of the Corporation and has
attested such execution and do verify and affirm, under penalty of perjury, that
this Amended and Restated Certification of Incorporation is the act and deed of
the Corporation and that the facts stated herein are true as of this
       day of June, 1997.

                                       COACH USA, INC.

                                       By:
                                           Douglas Cerny
                                           Senior Vice President

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