EXHIBIT 3.1
 
                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                         REPUBLIC AIRWAYS HOLDINGS INC.
 
 
                           --------------------------
 
            The undersigned hereby certifies that:
 
      ONE: He is the duly elected and acting Executive Vice President and
Secretary of said corporation.
 
      TWO: That the name of said corporation is Republic Airways Holdings Inc.
Said corporation was originally incorporated pursuant to the General Corporation
Law on March 20, 1996, under the name Wexford III Corp. and changed its name to
Wexford Air Holdings Inc. on November 8, 1999.
 
      THREE: The Certificate of Incorporation of said corporation shall be
amended and restated to read in full as follows:
 
            FIRST: The name of the corporation is REPUBLIC AIRWAYS HOLDINGS INC.
 
            SECOND: The address of the registered office of this corporation in
      the State of Delaware is 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 a corporation may be organized under the General
      Corporation Law of Delaware as set forth in Title 8 of the Delaware Code
      1953, as amended (the "GCL").
 
            FOURTH: The total number of shares of stock which the corporation
      shall have the authority to issue is Eighty Million (80,000,000) shares,
      of which Seventy Five Million (75,000,000) shares shall be Common Stock
      and Five Million (5,000,000) shares shall be Preferred Stock, with both
      Common and Preferred Stock having a par value of $.001 per share.
 
                  A. PREFERRED STOCK. The Board of Directors is expressly
            authorized to provide for the issue from time to time of all or any
            shares of the Preferred Stock, in one or more series, and to fix for
            each such series such voting powers, full or limited, and such
            designations, preferences and relative, participating, optional or
            other special rights and such qualifications, limitations or
            restrictions thereof as shall be stated and expressed in the
            resolution or resolutions adopted by the Board of Directors
            providing for the issue of such series (a "Preferred Stock
 
 
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            Designation") and as may be permitted by the GCL. The number of
            authorized shares of Preferred Stock may be increased or decreased
            (but not below the number of shares thereof then outstanding) by the
            affirmative vote of the holders of a majority of the voting power of
            all the then outstanding shares of the capital stock of the
            Corporation entitled to vote generally in the election of directors,
            voting together as a single class, without a separate vote of the
            holders of the Preferred Stock, or any series thereof, unless a vote
            of any such holders is required pursuant to any Preferred Stock
            Designation.
 
                  B. COMMON STOCK. Except as otherwise required by law or as
            otherwise provided in any Preferred Stock Designation, the holders
            of the Common Stock shall exclusively possess all voting power and
            each share of Common Stock shall have one vote.
 
            FIFTH: The corporation is to have perpetual existence.
 
            SIXTH: In furtherance and not in limitation of the powers conferred
      by statute, the Board of Directors is expressly authorized to make, alter
      or repeal the by-laws of the corporation. Notwithstanding anything in this
      Certificate of Incorporation to the contrary, this paragraph and
      paragraphs ELEVENTH, TWELFTH and THIRTEENTH of this Certificate of
      Incorporation may not be repealed or amended in any respect, and no
      provision inconsistent therewith may be adopted by the stockholders unless
      such action is approved by the affirmative vote of the holders of
      sixty-six and two-thirds percent (662/3%) of the outstanding shares of all
      classes and series of the corporation entitled to vote generally in the
      election of the corporation's directors.
 
            SEVENTH: Meetings of stockholders may be held within or without the
      State of Delaware, as the by-laws may provide. The books of the
      corporation may be kept (subject to any provision of the GCL) outside the
      State of Delaware at such place or places as may be designated from time
      to time by the Board of Directors or in the by-laws of the corporation.
      Election of directors need not be by written ballot unless the by-laws of
      the corporation shall so provide.
 
            EIGHTH: A. Except as the GCL may otherwise require, any vacancies in
      the Board of Directors for any reason, including unfilled vacancies
      resulting from the removal of directors for cause, and newly created
      directorships, may be filled by the vote of a majority of the remaining
      directors then in office, although less than a quorum, or by the sole
      remaining director. All directors shall hold office until the expiration
      of their respective terms of office and until their successors shall have
      been elected and qualified.
 
            B. Notwithstanding anything contained in this Certificate of
      Incorporation or the By-Laws of the Corporation to the contrary, the
      affirmative vote of the holders of at least 66 2/3% of the outstanding
      shares of capital stock of the Corporation entitled to vote generally in
      the election of directors, voting
 
 
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      together as a single class, shall be required to alter, change, amend,
      repeal, or adopt any provision inconsistent with, this Article EIGHTH:
 
            NINTH: Whenever a compromise or arrangement is proposed between this
      corporation and its creditors or any class of them and/or between this
      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 this corporation or of any creditor or
      stockholder thereof or on the application of any receiver or receivers
      appointed for this corporation under the provisions of Section 291 of the
      GCL or on the application of trustees in dissolution or of any receiver or
      receivers appointed for this corporation under the provisions of Section
      279 of the GCL, order a meeting of the creditors or class of creditors,
      and/or of the stockholders or class of stockholders of this 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 this corporation, as the case may be, agree to any
      compromise or arrangement and to any reorganization of this corporation as
      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 this corporation, as the case may be, and also on this
      corporation.
 
            TENTH: The corporation reserves the right to amend, alter, change or
      repeal any provision contained in this Certificate of Incorporation, in
      the manner now or thereafter prescribed by statute, and all rights
      conferred on the stockholders herein are granted subject to this
      reservation.
 
            ELEVENTH. The corporation shall indemnify each person who is or was
      a director, officer, employee or agent of the corporation, or is or was
      serving at the request of the corporation as a director, officer, employee
      or agent of another corporation, partnership, joint venture, trust or
      other enterprise, or is or was a director, officer, employee or agent of a
      foreign or domestic corporation that was a predecessor corporation of this
      corporation or another enterprise at the request of the predecessor
      corporation to the fullest extent permitted by Section 145 of the GCL, as
      amended. The indemnification provided for herein shall not be deemed
      exclusive of any other rights to which those indemnified may be entitled
      under any bylaw, agreement, vote of stockholders or disinterested
      directors or otherwise, both as to action in an official capacity and as
      to action in another capacity while holding such office, and such
      indemnification shall continue as to a person who has ceased to be such a
      person and shall inure to the benefit of the heirs, executors and
      administrators of such a person.
 
            Any repeal or modification of the foregoing paragraph by the
      stockholders of the corporation shall be prospective only, and shall not
      adversely affect any
 
 
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      right or protection of a director, officer, agent, or other person
      existing at the time of such repeal or modification.
 
            TWELFTH: A director of this corporation shall not be personally
      liable to the corporation or its stockholders for monetary damages for the
      breach of any fiduciary duty as a director, except (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 that involve intentional
      misconduct or a knowing violation of law, (iii) under Section 174 of the
      GCL, as the same exists or hereafter may be amended, or (iv) for any
      transaction from which the director derived an improper personal benefit.
      If the GCL is amended after the date of Incorporation of the corporation
      to authorize corporate action further eliminating or limiting the personal
      liability of directors, then the liability of a director of the
      corporation shall be eliminated or limited to the fullest extent permitted
      by the GCL, as so amended.
 
            Any repeal or modification of the foregoing paragraph by the
      stockholders of the corporation shall be prospective only, and shall not
      adversely affect any limitation on the personal liability of a director of
      the corporation existing at the time of such repeal or modification.
 
            THIRTEENTH: A. If Wexford Capital LLC or any of its Affiliates
      (collectively, "Parent") or any director or officer of the corporation who
      is a director, officer or employee of Parent acquires knowledge of a
      potential transaction or matter which may be a Competitive Opportunity or
      otherwise is then exploiting or investigating the exploitation of any
      Competitive Opportunity, the corporation shall have no interest in, and no
      expectation that, such Competitive Opportunity be offered to it, any such
      interest or expectation being hereby renounced so that Parent and such
      individuals (1) shall (i) have no duty to communicate or present such
      Competitive Opportunity to the corporation and (ii) have the right to hold
      any such Competitive Opportunity for Parent's (and its officers',
      directors', agents', stockholders', members', partners', Affiliates' or
      Subsidiaries') own account and benefit; or to recommend, assign or
      otherwise transfer or deal in such Competitive Opportunity to Persons
      other than the corporation or any Affiliate of the corporation and (2)
      cannot be, and shall not be, liable to the corporation or its stockholders
      for breach of any fiduciary duty as a stockholder, officer or director of
      the corporation or otherwise by reason of the fact that Parent or any such
      individual pursues or acquires such Competitive Opportunity for Parent,
      directs, sells, assigns or otherwise transfers or deals in such
      Competitive Opportunity to another Person, or does not communicate
      information regarding such Competitive Opportunity to the corporation.
 
            B. For purposes of this Article, capitalized terms shall have the
      following meanings:
 
            (i) "Affiliate" means, as applied to a person, any other person
      directly or indirectly controlling, controlled by, or under common control
      with, that person. For purposes of this definition "control" (including,
      with correlative meanings,
 
 
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      the terms "controlling," "controlled by" and "under common control with"),
      as applied to any Person, means the possession, directly or indirectly, of
      the power to direct or cause the direction of the management and policies
      of that person, whether through the ownership of voting securities, by
      contract or otherwise.
 
            (ii) "Capital Stock" of any person means any and all shares,
      interests, rights to purchase, options, warrants, participation or other
      equivalents of or interest in (however designated) the equity of such
      person, including any preferred stock.
 
            (iii) "Competitive Opportunity" means an investment or business
      opportunity or prospective economic or competitive advantage in which the
      corporation could have an interest or expectancy.
 
            (iv) "Subsidiary" of any person means any other person of which more
      than fifty percent (50%) of the total Voting Power thereof or the Capital
      Stock thereof is at the time owned or controlled, directly or indirectly,
      by the first person and/or one or more of its Subsidiaries.
 
            (v) "Voting Power" means, as of the date of determination, the
      voting power in the general election of directors, managers or trustees,
      as applicable.
 
            FOURTEENTH: The corporation elects not to be governed by Section 203
      of the GCL.
 
            FIFTEENTH:
 
                         FEDERAL AVIATION ACT COMPLIANCE
 
      Section 1. DEFINITIONS. The following definitions shall apply for purposes
      of this Article FIFTEENTH:
 
            (a)   "Act" shall mean the Federal Aviation Act of 1958, recodified
                  at Title 49 United States Code (Transportation), as amended
                  from time to time.
 
            (b)   "Excess Shares" shall have the meaning set forth in Section 4
                  of this Article FIFTEENTH.
 
            (c)   "Foreign Stock" shall mean the Voting Stock registered in the
                  Foreign Stock Record.
 
            (d)   "Foreign Stock Record" shall have the meaning set forth in
                  Section 3 of this Article FIFTEENTH.
 
            (e)   "Non-Citizen" shall mean any person or entity that is not a
                  "citizen of the United States" as defined in 49 U.S.C. ss.
                  40102(a)(15), as amended, or in any successor provision,
                  including any agent, trustee or representative of a
                  non-citizen.
 
 
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            (f)   "Own or Control" or "Owned or Controlled", when used in
                  reference to Voting Stock, shall mean (i) ownership of record,
                  (ii) beneficial ownership, or (iii) the power to direct, by
                  agreement, agency or in any other manner, the voting of Voting
                  Stock. Any determination by the Board of Directors as to
                  whether Voting Stock is Owned or Controlled by a Non-Citizen
                  shall be final.
 
            (g)   "Permitted Foreign Ownership" shall mean the number of shares
                  of Voting Stock in the aggregate that may be owned or
                  controlled by Non-Citizens pursuant to the Act or pursuant to
                  any United States statutory or United States Department of
                  Transportation regulatory or interpretive restrictions on
                  foreign ownership and control of the corporation, such that
                  the corporation and any of its subsidiaries may or still be
                  deemed "a citizen of the United States" as defined in 49
                  U.S.C. ss. 40102(a)(15), as amended, or in any successor
                  provision.
 
            (h)   "Redemption Price" shall have the meaning set forth in Section
                  5 of this Article FIFTEENTH.
 
            (i)   "Voting Stock" shall mean the outstanding shares of capital
                  stock of the corporation entitled to vote, including any such
                  shares that would be entitled to vote but for the operations
                  of this Article FIFTEENTH.
 
      Section 2. POLICY. It is the policy of the corporation that, consistent
      with the requirements of the Act or of any other United States statutory
      or United States Department of Transportation regulatory or interpretive
      restrictions on foreign ownership and control of the corporation,
      Non-Citizens shall not Own or Control more than the Permitted Foreign
      Ownership and, if Non-Citizens nonetheless at any time Own or Control more
      than the Permitted Foreign Ownership, the voting rights of the shares of
      Foreign Stock in excess of the Permitted Foreign Ownership shall be
      suspended in accordance with Section 4 of this Article FIFTEENTH below.
 
      Section 3.  FOREIGN STOCK RECORD.
 
            (a)   DESCRIPTION. The corporation or any transfer agent designated
                  by it shall maintain a separate stock record (the "Foreign
                  Stock Record") for purposes of registering Voting Stock Owned
                  or Controlled by Non-Citizens. The Foreign Stock Record shall
                  include (a) the name and nationality of each such Non-Citizen,
                  (b) the number of Voting Stock Owned or Controlled by such
                  Non-Citizen, and (c) the date of registration of such shares
                  in the Foreign Stock Record.
 
            (b)   REGISTRATION. The corporation shall register in the Foreign
                  Stock Record shares of Voting Stock that the corporation
                  determines are Owned or Controlled by one or more
                  Non-Citizens. Such shares shall be registered in the Foreign
                  Stock Record in chronological order based
 
 
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                  on the date and time of the written request for determination
                  by the corporation of the status of any such Voting Stock. The
                  corporation may rely on such certifications or other evidence
                  it deems appropriate in determining the citizenship status of
                  any person and, by way of illustration but not limitation, the
                  corporation may presume that Voting Stock is Owned or
                  Controlled by a Non-Citizen and may register such Voting Stock
                  in the Foreign Stock Record if the registered holder thereof
                  has an address located outside the United States.
 
            (c)   CONFIRMATION OF CITIZENSHIP. The corporation from time to time
                  may require the holder of record of any Voting Stock to
                  confirm the citizenship status of the person or persons who
                  Own or Control that Voting Stock by executing such
                  certificates and providing such other evidence that the
                  corporation determines is reasonably necessary for that
                  purpose. If the holder of record of shares of Voting Stock
                  fails to confirm or provide evidence to the satisfaction of
                  the corporation that such shares are not Owned or Controlled
                  by one or more Non-Citizens, the corporation shall be
                  entitled, but not obligated, to register those shares in the
                  Foreign Stock Record.
 
      Section 4.  SUSPENSION OF VOTING RIGHTS.
 
            (a)   SUSPENSION. If at any time the number of shares of Foreign
                  Stock exceeds the Permitted Foreign Ownership, the voting
                  rights of shares of Foreign Stock shall automatically be
                  suspended, in the reverse chronological order of the dates and
                  times of registry of such shares in the Foreign Stock Record,
                  until the voting rights of a sufficient number thereof shall
                  have been suspended so that the number of shares of Foreign
                  Stock that continues to have voting rights equals the greatest
                  whole number that is less than or equal to the Permitted
                  Foreign Ownership. The particular shares of Foreign Stock that
                  shall have their voting rights suspended are referred to
                  collectively as the "Excess Shares".
 
            (b)   REINSTATEMENT: If, while the voting rights of any shares of
                  Foreign Stock are suspended, the corporation determines that
                  the number of shares of Foreign Stock that have voting rights
                  is less than the Permitted Foreign Ownership, voting rights
                  shall automatically be reinstated for shares of Foreign Stock
                  as to which voting rights have been suspended, in the reverse
                  order in which the voting rights thereof were suspended under
                  Section 4(a) above, until the maximum number of shares of
                  Foreign Stock, not exceeding the Permitted Foreign Ownership,
                  shall have voting rights. Voting rights also shall
                  automatically be reinstated for any shares of Foreign Stock
                  that have suspended voting rights if such shares are
                  transferred to a person or entity that is not a Non-Citizen.
 
 
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      Section 5. REDEMPTION OF EXCESS SHARES. To the extent necessary for the
      corporation to comply with any present or future registration, licensing
      or other provisions of the Act, or regulations promulgated thereunder, the
      corporation shall have the power, but not the obligation, to redeem Excess
      Shares out of funds legally available therefor, subject to the following
      terms and conditions:
 
            (a)   The per share redemption price (the "Redemption Price") to be
                  paid for the Excess Shares to be redeemed shall be the average
                  closing sales price of such shares on the NASDAQ National
                  Market System Composite Tape during the 10 trading days
                  immediately prior to the date the notice of redemption is
                  given; or if such shares are not then traded on the NASDAQ
                  National Market System, then the closing sales prices of such
                  shares on any other national securities exchange on which such
                  shares are then listed; or if such shares are not then listed
                  on any national securities exchange, then the closing sales
                  prices as quoted in the NASDAQ National Market System; of if
                  such shares are not then so quoted, then the mean between the
                  representative bid and ask prices as quoted by NASDAQ or
                  another generally recognized reporting system, on each of such
                  10 trading days.
 
            (b)   The Redemption Price may be paid in cash or by delivery of a
                  promissory note of the corporation, at the election of the
                  corporation. Any such promissory note shall have a maturity of
                  not more than ten years from the date of issuance and shall
                  bear interest at the rate equal to the then current coupon
                  rate of a 10-year treasury note as such rate is published in
                  the Wall Street Journal or comparable publication.
 
            (c)   A notice of redemption shall be given by first class mail,
                  postage prepaid, mailed not less than 15 calendar days prior
                  to the redemption date to each holder of record of the shares
                  to be redeemed, at such holder's address as the same appears
                  on the stock register of the corporation. Each such notice
                  shall state (i) the redemption date, (ii) the number of shares
                  of Voting Stock to be redeemed from such holder, (iii) the
                  Redemption Price and the manner of payment thereof, (iv) the
                  place where certificates for such shares are to be surrendered
                  for payment of the Redemption Price, and (v) that dividends on
                  the shares to be redeemed will cease to accrue on such
                  redemption date.
 
            (d)   From and after the redemption date, dividends, if any, on the
                  shares of Voting Stock called for redemption shall cease to
                  accrue and such shares shall no longer be deemed to be
                  outstanding and all rights of the holders thereof as
                  stockholders of the corporation (except the right to receive
                  from the corporation the Redemption Price) shall cease. Upon
                  surrender of the certificates for any shares so redeemed in
                  accordance with the requirements of the notice of redemption
                  (properly endorsed or assigned for transfer if the Board of
                  Directors shall so require and the notice shall so state),
                  such shares shall be redeemed by the
 
 
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                  corporation at the Redemption Price. In case fewer than all
                  the shares represented by any such certificate are redeemed, a
                  new certificate shall be issued representing the shares not
                  redeemed without cost to the holder thereof.
 
      Section 6. ADMINISTRATIVE MATTERS AND EFFECTIVENESS.
 
            (a)   BY-LAWS. The Amended and Restated By-Laws of the corporation
                  may be amended by majority vote of the Board of Directors to
                  include appropriate provisions to effectuate the requirements
                  of this Article FIFTEENTH.
 
            (b)   QUORUM. Except as otherwise provided or required by law, the
                  presence, in person or by proxy, of the holders of record of
                  shares of Voting Stock entitling the holders thereof to cast a
                  majority of the voting power of all shares of Voting Stock
                  (after giving effect to the reduction of voting rights
                  prescribed in Section 4 of this Article FIFTEENTH) shall
                  constitute a quorum at all meetings of stockholders of the
                  corporation, and any quorum requirement or any requirement for
                  stockholder approval shall be determined after giving effect
                  to the reduction in voting rights prescribed in Section 4 of
                  this Article FIFTEENTH.
 
            (c)   SEVERABILITY. If any section or lesser provision of this
                  Article FIFTEENTH is determined to be invalid, void, illegal
                  or unenforceable, then the remaining sections and provisions
                  of this Article FIFTEENTH shall continue to be valid and
                  enforceable and in no way be affected, impaired or
                  invalidated.
 
            (d)   EFFECTIVENESS. The limitations on the rights of the holders of
                  shares of Voting Stock and the other limitations and rights of
                  the corporation provided for in this Article FIFTEENTH shall
                  be effective notwithstanding any other provision of this
                  Certificate of Incorporation but only for so long as the
                  corporation or any subsidiary (i) is subject to any
                  restriction on the ownership of Voting Stock by Non-Citizens
                  or (ii) if not then subject to any restriction on the
                  ownership of Voting Stock by Non-Citizens, intends to
                  reinstate any license, franchise or operating certificate or
                  authority lost as a result of a restriction on the ownership
                  of Voting Stock by Non-Citizens within a reasonable time after
                  ceasing to hold the same.
 
      FOUR: The foregoing amendment and restatement was approved by the holders
of the requisite number of shares of said corporation in accordance with Section
228 of the General Corporation Law.
 
      FIVE: That said amendment and restatement was duly adopted in accordance
with the provisions of Sections 228, 242 and 245 of the General Corporation Law.
 
 
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            IN WITNESS WHEREOF, this Amended and Restated Certificate of
Incorporation has been executed by the Vice President and Secretary of this
corporation on this 2nd day of March, 2002.
 
                                        /s/ Robert H. Cooper
                                       --------------------------------------
                                       Robert H. Cooper
                                       Executive Vice President and Secretary