AT&T LATIN AMERICA CORP.

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                              AMENDED AND RESTATED

                           CERTIFICATE OF DESIGNATION



                         Pursuant to Section 151 of the

                        Delaware General Corporation Law



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                     15% Series B Cumulative Preferred Stock



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         AT&T Latin America Corp., a Delaware corporation (the "CORPORATION"),

certifies that pursuant to the authority contained in its Amended and Restated

Certificate of Incorporation (the "CERTIFICATE OF INCORPORATION"), each of the

following resolutions have been duly adopted by the Board of Directors or a duly

authorized committee of the Board of Directors of the Corporation:



         RESOLVED, that pursuant to Article Fourth of the Certificate of

Incorporation and in accordance with the provisions of Section 151 of the

General Corporation Law of the State of Delaware, the Corporation shall create

and issue a non-voting series of its authorized Preferred Stock, designated as

15% Series B Cumulative Preferred Stock (the "SERIES B PREFERRED");



         RESOLVED, that the Corporation adopt pursuant to Section 151 of the

General Corporation Law of the State of Delaware the Certificate of Designation

for the 15% Series B Cumulative Preferred Stock designating the voting powers

and designation, preferences and relative, participating, optional and other

special rights, and the qualifications, limitations and restrictions of such

series as follows:



         1. DESIGNATION AND AMOUNT. This series of Preferred Stock shall be

designated as the 15% Series B Cumulative Preferred Stock (the "SERIES B

PREFERRED STOCK"), and the authorized number of shares constituting such series

shall be 100,000, par value $0.001 per share.



         2. RANK. The Series B Preferred Stock shall, with respect to dividend

rights and rights on liquidation of the Corporation, rank (A) senior to all

classes of Common Stock and to each other class or series of shares of the

Corporation hereafter created, the terms of which do not expressly provide that

it ranks senior to, or on a parity with, the Series B Preferred Stock as to

dividends and distributions upon the liquidation of the Corporation

(collectively with the Common Stock, referred to for purposes of this

Certificate as the "JUNIOR STOCK"); (B) on a parity with each class of shares or







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series of preferred shares issued by the Corporation after the date hereof, the

terms of which specifically provide that such class or series will rank on a

parity with the Series B Preferred Stock as to dividends and distributions upon

the liquidation of the Corporation (collectively referred to for purposes of

this Certificate as "PARITY STOCK"), PROVIDED that any such Parity Stock not

approved by the Holders in accordance with Section 5(b) hereof shall be Junior

Stock and not Parity Stock; and (C) junior to the Series A Preferred Stock, par

value $0.001, of the Corporation (the "SERIES A PREFERRED STOCK") and to each

class or series of shares of the Corporation hereafter created that has been

approved by the Holders in accordance with Section 5(b) hereof and the terms of

which expressly provide that such class or series will rank senior to the Series

B Preferred Stock as to dividends and distributions upon liquidation, winding-up

or dissolution of the Corporation (collectively referred to as "SENIOR STOCK"),

PROVIDED that any such Senior Stock that was not approved by the Holders in

accordance with Section 5(b) shall be Junior Stock and not Senior Stock.



         3. DIVIDENDS.



         (a) Beginning on the Original Issue Date, the Holders of the

outstanding shares of Series B Preferred Stock shall be entitled to receive

dividends at an annual rate of fifteen percent (15%) of the sum of (i)

$1,771.0726583 (the "SERIES B PURCHASE PRICE") and (II) all accumulated and

unpaid dividends accrued thereon pursuant to this Section 3 from the date of

issuance thereof (the "SERIES B DIVIDENDS"; the sum of the Series B Purchase

Price and Series B Dividends is referred to herein as the "SERIES B PREFERENCE

AMOUNT"). Notwithstanding the foregoing, beginning on the Original Issue Date

and continuing until the first date (the "PERMITTED DATE") on which the Senior

Secured Debt either (x) permits the payment of cash dividends with respect to

the Series B Preferred Stock, or (y) has been repaid or retired in full,

dividends will be accrued but will not be paid in cash. From and after the

Permitted Date, the Holders shall be entitled to receive dividends in cash. All

dividends shall: (i) be payable when and as declared by the Board of Directors

of the Corporation out of assets legally available therefor, (iI) be cumulative,

whether or not earned or declared and whether or not there are profits, surplus

or other funds legally available for the payment of dividends, (III) continue to

accrue on a daily basis from the Original Issue Date until paid out of assets

legally available therefor and (IV) be payable semi-annually in arrears on each

Dividend Payment Date, commencing on the first Dividend Payment Date after the

Original Issue Date. Each dividend shall be payable to the Holders of record as

they appear on the stock books of the Corporation on the Dividend Record Date

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