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                                                                 Exhibit 3(i)(a)
 
                          CERTIFICATE OF INCORPORATION
                                       OF
                        ALLIN COMMUNICATIONS CORPORATION

                                  AS AMENDED


     The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified, and
referred to as the "Delaware General Corporation Law"), hereby certifies that:


                                   ARTICLE I

                                      Name

     The name of the corporation is Allin Communications Corporation (the
"Company").


                                   ARTICLE II

                         Address of Registered Office;
                            Name of Registered Agent

     The address of the registered office of the Company in the State of
Delaware is 1013 Centre Road, City of Wilmington, Delaware 19805, County of New
Castle.  The name of the registered agent at that address is Corporation Service
Company.


                                  ARTICLE III

                               Purpose and Powers

     The purpose of the Company is to engage in any lawful act or activity for
which a corporation may now or hereafter be organized under the Delaware General
Corporation Law.  It shall have all powers that may now or hereafter be lawful
for a corporation to exercise under the Delaware General Corporation Law.
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                                   ARTICLE IV

                                 Capital Stock

     Section 4.1.  Total Number of Shares of Stock.  The total number of shares
of stock of all classes that the Company shall have authority to issue is 
20,100,000.  The authorized capital stock is divided into 100,000 shares of 
Preferred Stock, $.01 par value per share (the "Preferred Stock"), and 
20,000,000 shares of Common Stock, $.01 par value per share (the "Common 
Stock").

     Each share of Common Stock previously authorized (such Common Stock being 
hereinafter referred to in this paragraph as "old Common Stock") shall, at the 
close of business on the date this amendment becomes effective, be changed, 
reclassified and split into 2,400 shares of Common Stock.  Of the 20,000,000 
shares of Common Stock authorized, a sufficient number shall be reserved for 
issuance to the holders of old Common Stock of record at the close of business 
on the date this amendment becomes effective to effectuate the 2,400-for-one 
stock split of the old Common Stock, and the remaining shares of Common Stock 
shall be regarded as authorized but unissued and unreserved shares of Common 
Stock.

     Section 4.2  Preferred Stock.

     (a) The shares of Preferred Stock of the Company may be issued from time to
time in one or more classes or series thereof, the shares of each class or
series thereof to have such voting powers, full or limited, or no voting powers,
and such designations, preferences and relative, participating, optional or
other special rights, and qualifications, limitations or restrictions thereof,
as are stated and expressed herein or in the resolution or resolutions providing
for the issuance of such class or series, adopted by the Board of Directors as
hereinafter provided.  All shares of the same class and series of Preferred
Stock will be identical, but shares of different classes or series of Preferred
Stock need not be identical or rank equally except as provided by law or herein.

     (b) Authority is hereby expressly granted to the Board of Directors of the
Company, subject to the provisions of this Article IV and to the limitations
prescribed by the Delaware General Corporation Law, to authorize the issue of
one or more classes, or series thereof, of Preferred Stock and with respect to
each such class or series to fix by the resolution or resolutions providing for
the issue of such class or series the voting powers, full or limited, if any, of
the shares of such class or series and the designations, preferences and
relative, participating, optional or other special rights, and qualifications,
limitations or restrictions thereof.  The authority of the Board of Directors
with respect to each class or series thereof shall include, but not be limited
to, the determination or fixing of the following:

          (i)  the maximum number of shares to constitute such class or series,
which may subsequently be increased or decreased (but not below the number of
shares of that class or series then outstanding) by resolution of the Board of
Directors, the distinctive designation thereof and the stated value thereof if
different than the par value thereof;

          (ii)  the dividend rate of such class or series, the conditions and
dates upon which such dividends shall be payable, the relation which such
dividends shall bear to the dividends payable on any other class or classes of
stock or any other series of any class of stock of the Company, and whether such
dividends shall be cumulative or noncumulative;

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          (iii) whether the shares of such class or series shall
be subject to redemption by the Company and, if made subject to such redemption,
the times, prices and other terms and conditions of such redemption;

          (iv) the terms and amount of any sinking fund established for the
purchase or redemption of the shares of such class or series;

          (v)  whether or not the shares of such class or series shall be
convertible into or exchangeable for shares of any other class or classes of any
stock or any other series of any class of stock of the Company, and, if
provision is made for conversion or exchange, the times, prices, rates,
adjustments, and other terms and conditions of such conversion or exchange;

          (vi)  the extent, if any, to which the holders of shares of such class
or series shall be entitled to vote with respect to the election of directors or
otherwise;

          (vii) the restrictions, if any, on the issue or reissue of any
additional shares of Preferred Stock;

          (viii) whether or not the issue of any additional shares of any such
class or series or of any other class or series in addition to such class or
series shall be subject to restrictions in addition to the restrictions, if any,
on the issue of additional shares imposed in the resolution or resolutions
fixing the terms of any outstanding class or series of Preferred Stock
theretofore issued pursuant to this Section 4.2 and, if subject to additional
restrictions, the extent of such additional restrictions; and

          (ix)  the rights of the holders of the shares of such class or series
upon the dissolution, liquidation or winding up of, or upon the distribution of
assets of, the Company.

For purposes of this Section 4.2, the voluntary sale, conveyance, lease,
exchange or transfer of all or substantially all the property or assets of the
Company or a consolidation or merger of the Company with one or more other
corporations (whether or not the Company is the corporation surviving such
consolidation or merger) shall not be deemed to be a liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary.

The Board of Directors of the Company is further expressly vested with the
authority to make the voting powers, designations, preferences, rights and
qualifications, limitations or restrictions of any class or series of Preferred
Stock dependent upon facts ascertainable outside this Certificate of
Incorporation or of any amendment hereto, or outside the resolutions or
resolutions providing for the issuance of such stock adopted by the Board of
Directors, provided that the manner in which such facts shall operate upon the
voting powers, designations, preferences, rights and qualifications, limitations
or restrictions of such class or series of Preferred Stock is clearly and
expressly set forth in the resolution or

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resolutions providing for the issue of such stock adopted by the Board of
Directors of the Company.

Any specification for a class or series of Preferred Stock of designations,
preferences and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, pursuant to this Section
4.2 shall be defined in this Certificate of Incorporation as a "Preferred Stock
Designation."

     (c) Before any dividends shall be declared or paid or any distribution
ordered or made upon the Common Stock (other than a dividend payable in Common
Stock), the Company shall comply with the dividend and sinking fund provisions,
if any, of any resolution or resolutions providing for the issuance of any class
or series of Preferred Stock any shares of which shall at the time be
outstanding.  Subject to the foregoing sentence, the holders of Common Stock
shall be entitled, to the exclusion of the holders of Preferred Stock of any and
all classes and series, to receive such dividends as from time to time may be
declared by the Board of Directors of the Company.

     Section 4.3  Common Stock.  Except as otherwise provided in this
Certificate of Incorporation, holders of Common Stock shall be entitled to one
vote for each share of Common Stock held by them on each matter on which they
are entitled to vote.  The holders of Common Stock shall be entitled to
participate share for share in any cash dividend which may be declared from time
to time on the Common Stock of the Company by the Board of Directors and to
receive pro rata the net assets of the Company on dissolution, liquidation or
winding up of the Company, in both cases subject to all amounts to which the
holders of Preferred Stock are entitled to receive or have set aside.


                                   ARTICLE V

                                  Incorporator

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

          Name                                Mailing Address
          ----                                ---------------

     Eileen R. Sisca                     c/o Eckert Seamans Cherin & Mellott
                                         600 Grant St., 42nd Floor
                                         Pittsburgh, PA 15219

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                                   ARTICLE VI

                          Term of Existence Perpetual

     The Company is to have perpetual existence.


                                  ARTICLE VII

                               Board of Directors

     Section 7.1  Powers of the Board of Directors.  The business and affairs of
the Company shall be managed by or under the direction of its Board of
Directors.  In furtherance, and not in limitation, of the powers conferred by
the laws of the State of Delaware, the Board of Directors is expressly
authorized to:

     (a) adopt, amend, alter, change or repeal the Bylaws of the Company, by the
affirmative vote of a majority of the whole Board of Directors; provided,
                                                                -------- 
however, that the stockholders entitled to vote may prescribe that any Bylaw
-------                                                                     
adopted by the stockholders may not be amended, altered, changed or repealed by
the Board of Directors; and provided, further, that no Bylaws hereafter adopted
                            --------  -------                                  
shall invalidate any prior act of the directors that would have been valid if
such new Bylaws had not been adopted;

     (b) determine the rights, powers, duties, rules and procedures that affect
the power of the Board of Directors to manage and direct the business and
affairs of the Company, including the power to designate and empower committees
of the Board of Directors, to elect, appoint and empower the officers and other
agents of the Company, and to determine the time and place of, and the notice
requirements for, Board meetings, as well as quorum and voting requirements for,
and the manner of taking, Board action; and

     (c) exercise all such powers and do all such acts as may be exercised or
done by the Company, subject to the provisions of the laws of the State of
Delaware, this Certificate of Incorporation, and the Bylaws of the Company.

     Section 7.2  Number of Directors.  The number of directors of the Company
shall be not less than five (5) or more than twelve (12).  The exact number of
directors shall be determined within such minimum and maximum by resolution
adopted by the directors.

     Section 7.3  Term.  Each director shall serve until his or her successor is
elected and qualified or until his or her earlier resignation, retirement,
disqualification, removal from office or death.

     Section 7.4  Removal.  The entire Board or any individual director may be
removed from office only for cause by the affirmative vote of the holders of a
majority of the

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outstanding shares of capital stock of the Company then entitled to vote at an
election of directors.  Removal action may be taken at any stockholders' meeting
with respect to which notice of such purpose has been given, and a removed
director's successor may be elected at the same meeting to serve the unexpired
term.

     Section 7.5  Vacancies.  A vacancy occurring on the board, however
occurring, whether by increase in the number of directors, death, resignation,
retirement, disqualification, removal from office or otherwise, may be filled,
until the next election of directors by the stockholders, by the affirmative
vote of at least two-third (2/3) of the total number of directors then remaining
in office, though they may constitute less than a quorum of the Board.

     Section 7.6  Election of Directors by Holders of Preferred Stock.  Whenever
the holders of any one or more classes of Preferred Stock or series thereof
issued by the Company shall have the right, voting separately by class or
series, to elect directors at an annual or special meeting of stockholders, the
number of such directors, and the election, term of office, filling of vacancies
and other features of each such directorship, shall be governed by the terms of
this Certificate of Incorporation and any Preferred Stock Designation applicable
thereto.


                                  ARTICLE VIII

                                Indemnification


     Section 8.1  Right to Indemnification.  Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact:

     (a) that he or she is or was a director or officer of the Company, or

     (b) that he or she, being at the time a director or officer of the Company,
is or was serving at the request of the Company as a director, trustee, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to an employee benefit
plan (collectively, "another enterprise" or "other enterprise"),

whether either in case (a) or in case (b) the basis of such proceeding is
alleged action or inaction (x) in an official capacity as a director or officer
of the Company, or as a director, trustee, officer, employee or agent of such
other enterprise, or (y) in any other capacity related to the Company or such
other enterprise while so serving as a director, trustee, officer, employee or
agent, shall be indemnified and held harmless by the Company to the

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fullest extent not prohibited by Section 145 of the Delaware General Corporation
Law (or any successor provision or provisions) as the same exists or may
hereafter be amended (but, in the case of any such amendment, with respect to
alleged action or inaction occurring prior to such amendment, only to the extent
that such amendment permits the Company to provide broader indemnification
rights than permitted prior thereto), against any expense, liability or loss
(including without limitation attorneys' fees and expenses, judgments, fines,
ERISA excise taxes or penalties and amounts paid in settlement) reasonably
incurred or suffered by such person in connection therewith.  The persons
indemnified by this Article VIII are hereinafter referred to as "indemnitees."
Such indemnification as to such alleged action or inaction shall continue as to
an indemnitee who has after such alleged action or inaction ceased to be a
director or officer of the Company, or director, officer, employee or agent of
such other enterprise, and shall inure to the benefit of the indemnitee's heirs,
executors and administrators.  Notwithstanding the foregoing, except as may be
provided in the Bylaws of the Company or by the Board, the Company shall not
indemnify any such indemnitee in connection with a proceeding (or portion
thereof) initiated by such indemnitee (but this prohibition shall not apply to a
counterclaim, cross-claim or third-party claim brought by the indemnitee in any
proceeding) unless such proceeding (or portion thereof) was authorized by the
Board.  The right to indemnification conferred in this Article VIII: (1) shall
be a contract right; (ii) shall not be changed by any amendment of this
Certificate of Incorporation to adversely affect any indemnitee with respect to
any alleged action or inaction occurring prior to such amendment; and (iii)
shall, subject to any requirements imposed by law and the Bylaws of the Company,
include the right to be paid by the Company the expenses incurred in defending
any such proceeding in advance of its final disposition.

     Section 8.2  Relationship to Other Rights and Provisions Concerning
Indemnification.  The rights to indemnification and to the advancement of
expenses conferred in this Article VIII shall not be exclusive of any other
right which any person may have or hereafter acquire under this Certificate of
Incorporation, or any statute, bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.  The Bylaws of the Company may contain
such other provisions concerning indemnification, including provisions
specifying reasonable procedures relating to and conditions to the receipt by
indemnitees of indemnification, provided that such provisions are not
inconsistent with the provisions of this Article VIII.

     Section 8.3  Agents and Employees.  The Company may, to the extent
authorized from time to time by the Board, grant rights to indemnification, and
to the advancement of expenses, to any employee or agent of the Company (or any
person serving at the Company's request as a director, trustee, officer,
employee or agent of another enterprise) or to any person who is or was a
director, officer, employee or agent of any of the Company's affiliates,
predecessor or subsidiary corporations or a constituent corporation absorbed by
the Company in a consolidation or merger or who is or was serving at the request
of such affiliate, predecessor or subsidiary corporation or of such constituent
corporation as a director, officer, employee or agent of another enterprise, in
each case as determined by the Board to the fullest extent of the provisions of
this Article VIII in cases of the

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indemnification and advancement of expenses of directors and officers of the
Company, or to any lesser extent (or greater extent, if permitted by law)
determined by the Board.


                                   ARTICLE IX

                      Limitation on Liability of Directors


     No person shall be personally liable to the Company 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 (1)
for any breach of the director's duty of loyalty to the Company 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 an improper personal benefit.  If the Delaware General
Corporation Law is amended hereafter to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Company shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as so amended.  Any
amendment, repeal or modification of this Article IX shall not adversely affect
any right or protection of a director of the Company existing hereunder with
respect to any act or omission occurring prior to such amendment, repeal or
modification.


                                   ARTICLE X

                                   Compromise


     Whenever a compromise or arrangement is proposed between this Company and
its creditors or any class of them and/or this Company 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 this Company or of any
creditor or stockholder thereof or on the application of any receiver or
receivers appointed for this Company 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 appointed for this Company 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 stockholders or class of stockholders of this
Company, 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 this Company, as the case may be, agree to any compromise or
arrangement and to any reorganization of this Company 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

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creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this Company, as the case may be, and also on this Company.


                                   ARTICLE XI

                   Amendment of Certificate of Incorporation


     The Company hereby reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by the Delaware General Corporation Law, and all rights
conferred upon stockholders herein are granted subject to this reservation.


                                  ARTICLE XII

                                  Severability


     In the event that any of the provisions of this Certificate of
Incorporation (including any provision within a single Article, Section,
paragraph or sentence) is held by a court of competent jurisdiction to be
invalid, void or otherwise unenforceable, the remaining provisions are severable
and shall remain enforceable to the full extent permitted by law.



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