Exhibit 3.2


                     Certificate of Amendment
                                of
              Restated Certificate of Incorporation
                                of
                    Time Warner Companies Inc.


     TIME WARNER COMPANIES INC., a corporation organized and
existing under the laws of the State of Delaware (the
"Corporation"), does hereby certify as follows:

     1.  Article I of the Restated Certificate of Incorporation
of the Corporation is hereby amended to read in its entirety as
follows:

     "The name of the corporation (hereinafter called the
     "Corporation") is TIME WARNER COMPANIES, INC."

     2.  Article III of the Restated Certificate of Incorporation
of the Corporation is hereby amended to read in its entirety as
follows:

     "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 the
     State of Delaware."

     3.  Section 1 of Article IV of the Restated Certificate of
Incorporation of the Corporation is hereby amended to read in its
entirety as follows:

     "The total number of shares of all classes of stock
     which the Corporation shall have authority to issue is
     60,500,000, consisting of (1) 60,000,000 shares of
     Preferred Stock, par value $0.01 per share ("Preferred
     Stock"), and (2) 500,000 shares of Common Stock, par
     value $0.01 per share ("Common Stock")."

     4.  Article IV of the Restated Certificate of Incorporation
of the Corporation is hereby amended to delete Sections 5 and 6
thereof.

     5.  Article V of the Restated Certificate of Incorporation
of the Corporation is hereby deleted in its entirety.

     6.  Article VI of the Restated Certificate of Incorporation
of the Corporation is hereby amended to read in its entirety as
follows:

          "Except as otherwise fixed by or pursuant to
          the provisions of Article IV hereof relating
          to the rights of the holders of any class or
          series of stock having a preference over the
          Common Stock as to dividends or upon
          liquidation, the number of the directors of
          the Corporation shall be fixed from time to
          time by or pursuant to the By-laws of the
          Corporation."

     7.  Article VII of the Restated Certificate of
Incorpo-ration of the Corporation is hereby deleted in its
entirety.

     8.  Article VIII of the Restated Certificate of
Incorpo-ration of the Corporation is hereby amended to read in
its entirety as follows:

          "In furtherance and not in limitation of the
          powers conferred upon it by law, the Board of
          Directors is expressly authorized to adopt,
          repeal, alter or amend the By-laws of the
          Corporation."

     9.  Article IX of the Restated Certificate of Incorporation
of the Corporation is hereby amended to read in its entirety as
follows:

          "The Corporation reserves the right to amend,
          alter or repeal any provision contained in
          this Certificate of Incorporation, in the
          manner now or hereafter proscribed by
          statute, and all rights conferred upon
          stockholders herein are subject to this
          reservation."

     10.  Article X of the Restated Certificate of Incorporation
of the Corporation is hereby amended to delete Section 2 thereof.

     11.  The foregoing amendments to the Restated Certificate of
Incorporation of the Corporation, were duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law
of the State of Delaware.

     12.  This Certificate of Amendment of Restated Certificate
of Incorporation of the Corporation, and the amendments to the
Restated Certificate of Incorporation of the Corporation provided
for herein, shall not become effective until and shall become
effective at 9:00 a.m. (local time in Dover, Delaware) on October
11, 1996

     IN WITNESS WHEREOF, Time Warner Companies Inc. has caused
this Certificate of Amendment of Restated Certificate of
Incorporation to be signed by Thomas W. McEnerney, its authorized
officer, as of this 11th day of October, 1996.
                         

                              TIME WARNER COMPANIES INC.

                              By: /s/Thomas W. McEnerney
                              Name:  Thomas W. McEnerney
                              Title: Vice President


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