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EXHIBIT  3(i)(c)

         CERTIFICATE OF THE VOTING POWERS, DESIGNATIONS, PREFERENCES
                AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER
              SPECIAL RIGHTS, AND QUALIFICATIONS, LIMITATIONS OR
                RESTRICTIONS THEREOF, OF SERIES E CONVERTIBLE
                               PREFERRED STOCK

                                      OF

                                U S WEST, INC.


                            _____________________


            Pursuant to Section 151 of the General Corporation Law
                           of the State of Delaware

                            _____________________


     U  S  WEST,  Inc.,  a corporation organized and existing by virtue of the
General  Corporation  Law  of  the State of Delaware (the "Corporation"), does
hereby certify that the following resolution was duly adopted by action of the
Board  of  Directors  of  the Corporation at a meeting duly held on October 2,
1996.

     RESOLVED  that  pursuant to the authority expressly granted to and vested
in the Board of Directors of the Corporation by the provisions of Section 3 of
Article V of the Restated Certificate of Incorporation of the Corporation (the
"Certificate of Incorporation"), and Section 151(g) of the General Corporation
Law of the State of Delaware, such Board of Directors hereby creates, from the
authorized  shares  of  Preferred  Stock,  par  value  $1.00  per  share  (the
"Preferred Stock"), of the Corporation authorized to be issued pursuant to the
Certificate  of  Incorporation,  a series of Preferred Stock, and hereby fixes
the  voting  powers,  designations,  preferences  and relative, participating,
optional  or  other  special  rights,  and  qualifications,  limitations  or
restrictions  thereof,  of  the  shares  of  such  series  as  follows:

     The  series  of  Preferred  Stock  hereby  established shall consist of 1
million  shares  designated  as  Series  E  Convertible  Preferred Stock.  The
rights,  preferences  and  limitations  of  such  series  shall be as follows:

     1.     Definitions.  Unless otherwise defined herein, terms used herein
shall  have  the  meanings assigned to them in Section 2.6 of Article V of the
Certificate  of Incorporation and the following terms shall have the indicated
meanings:

     1.1      "Board  of  Directors"  shall mean the Board of Directors of the
Corporation  or,  with  respect  to  any  action  to  be taken by the Board of
Directors,  any  committee  of  the Board of Directors duly authorized to take
such  action.

     1.2   "Capital Stock" shall mean any and all shares of corporate stock of
a  Person  (however designated and whether representing rights to vote, rights
to  participate  in  dividends  or distributions upon liquidation or otherwise
with respect to the Corporation, or any division or subsidiary thereof, or any
joint  venture,  partnership,  corporation  or  other  entity).

     1.3    "Certificate"  shall  mean  the  certificate of the voting powers,
designations,  preferences  and  relative,  participating,  optional  or other
special  rights,  and  qualifications, limitations or restrictions thereof, of
Series  E  Convertible  Preferred  Stock filed with respect to this resolution
with  the  Secretary of State of the State of Delaware pursuant to Section 151
of  the  General  Corporation  Law  of  the  State  of  Delaware.

     1.4  "Closing Price" shall mean the last reported sale price of the Media
Stock (or such other class or series of common stock into which shares of this
Series  are  then convertible), regular way, as shown on the Composite Tape of
the NYSE, or, in case no such sale takes place on such day, the average of the
closing  bid  and  asked  prices  on the NYSE, or, if the Media Stock (or such
other class or series of common stock) is not listed or admitted to trading on
the NYSE, on the principal national securities exchange on which such stock is
listed  or admitted to trading, or, if it is not listed or admitted to trading
on any national securities exchange, the last reported sale price of the Media
Stock  (or  such  other  class or series of common stock), or, in case no such
sale takes place on such day, the average of the closing bid and asked prices,
in  either  case  as  reported  by  Nasdaq.

     1.5    "Communications  Stock"  shall  mean  the  class  of  U  S  WEST
Communications  Group  Common  Stock,  par  value  $.01  per  share,  of  the
Corporation  or any other class of stock resulting from (a) successive changes
or  reclassifications of such stock consisting solely of changes in par value,
or  from par value to no par value or (b) a subdivision or combination, and in
any  such  case  including any shares thereof authorized after the date of the
Certificate,  together with any associated rights to purchase other securities
of  the  Corporation  which  are  at  the time represented by the certificates
representing  such  shares.

     1.6    "Conversion Date" shall have the meaning set forth in Section 3.5.

     1.7    "Conversion Price" shall have the meaning set forth in Section 3.1
hereof.

     1.8    "Conversion  Rate" shall have the meaning set forth in Section 3.1
hereof.

     1.9   "Converting Holder" shall have the meaning set forth in Section 3.5
hereof.

     1.10   "Current Market Price" on any applicable record date or Redemption
Date referred to in Section 3 or Section 4 shall mean the average of the daily
Closing  Prices  per  share  of  Media Stock (or such other class or series of
common  stock  into  which shares of this Series are then convertible) for the
ten  (10)  consecutive  Trading  Days  ending  on  the third (3rd) Trading Day
immediately  preceding  such  record date, Conversion Date or Redemption Date.

     1.11  "Dividend Payment Date" shall have the meaning set forth in Section
2.1  hereof.

     1.12    "Effective  Time"  shall  mean  the effective time of the Merger.

     1.13    "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended,  and  the  rules  and  regulations  thereunder.

     1.14  "Junior Stock" shall mean the Media Stock, the Communications Stock
and the shares of any other class or series of stock of the Corporation which,
by the terms of the Certificate of Incorporation or of the instrument by which
the  Board  of  Directors,  acting  pursuant  to  authority  granted  in  the
Certificate  of  Incorporation, shall fix the relative rights, preferences and
limitations  thereof,  shall be junior to the Series E Stock in respect of the
right  to  receive  dividends  or to participate in any distribution of assets
other  than  by  way  of  dividends.

     1.15  "Liquidation Value" shall have the meaning set forth in Section 6.2
hereof.

     1.16    "Media  Group  Disposition Redemption" shall have the meaning set
forth  in  Section  4.1  hereof.

     1.17  "Media Group Disposition Dividend" shall have the meaning set forth
in  Section  4.1  hereof.

     1.18   "Media Group Special Dividend" shall have the meaning set forth in
Section  4.1  hereof.

     1.19    "Media  Group Special Events" shall have the meaning set forth in
Section  4.1  hereof.

     1.20    "Media  Group  Subsidiary  Redemption" shall have the meaning set
forth  in  Section  4.1  hereof.

     1.21    "Media Stock" shall mean the class of U S WEST Media Group Common
Stock,  par  value  $.01  per  share, of the Corporation or any other class of
stock resulting from (a) successive changes or reclassifications of such stock
consisting  solely  of changes in par value, or from par value to no par value
or (b) a subdivision or combination, and in any such case including any shares
thereof  authorized  after  the  date  of  the  Certificate, together with any
associated rights to purchase other securities of the Corporation which are at
the  time  represented  by  the  certificates  representing  such  shares.

     1.22    "Media Group Tender or Exchange Offer" shall have the meaning set
forth  in  Section  4.1  hereof.

     1.23    "Merger"  shall  mean  the  merger  of Booth Communications of SE
Michigan,  Inc., a Michigan corporation, Booth Communications of Mid-Michigan,
Inc., a Michigan corporation, and Booth Communications of Mid-Michigan Assets,
Inc.,  a  Michigan  corporation,  with  and into MediaOne of Michigan, Inc., a
Delaware  corporation,  pursuant  to  the  terms  of  the  Merger  Agreement.

     1.24    "Merger  Agreement"  shall mean the Agreement and Plan of Merger,
dated  as  of  December  3, 1996, among the Corporation, MediaOne of Michigan,
Inc.,  a  Delaware  corporation,  Booth Communications of SE Michigan, Inc., a
Michigan  corporation,  Booth Communications of Mid-Michigan, Inc., a Michigan
corporation, and Booth Communications of Mid-Michigan Assets, Inc., a Michigan
corporation.

     1.25      "Nasdaq"  shall  mean  the  Nasdaq  National  Market.

     1.26    "NYSE"  shall  mean  the  New  York  Stock  Exchange,  Inc.

     1.27    "Parity Stock" shall mean the Series A Stock, the Series B Stock,
the  Series  C  Stock, the Series D Stock and the shares of any other class or
series  of  stock  of  the Corporation (other than Junior Stock) which, by the
terms  of  the  Certificate of Incorporation or of the instrument by which the
Board of Directors, acting pursuant to authority granted in the Certificate of
Incorporation,  shall  fix  the  relative  rights, preferences and limitations
thereof, shall, in the event that the stated dividends thereon are not paid in
full,  be  entitled to share ratably with the Series E Stock in the payment of
dividends,  including accumulations, if any, in accordance with the sums which
would  be  payable  on  such shares if all dividends were declared and paid in
full,  or  shall, in the event that the amounts payable thereon on liquidation
are  not paid in full, be entitled to share ratably with the Series E Stock in
any  distribution  of assets other than by way of dividends in accordance with
the  sums which would be payable in such distribution if all sums payable were
discharged  in full; provided, however, that the term "Parity Stock" shall
be deemed to refer (a) in Section 6 hereof, to any stock which is Parity Stock
in  respect  of  the  distribution  of assets; and (b) in Sections 5.1 and 5.2
hereof,  to  any  stock  which  is  Parity Stock in respect of either dividend
rights or the distribution of assets and which, pursuant to the Certificate of
Incorporation  or  any  instrument  in  which  the  Board of Directors, acting
pursuant  to  authority  granted in the Certificate of Incorporation, shall so
designate,  is  entitled  to  vote  with  the  holders  of  Series  E  Stock.

     1.28    "Person" shall mean an individual, corporation, limited liability
company,  partnership,  joint  venture,  association,  trust,  unincorporated
organization  or  other  entity.

     1.29    "Preferred  Stock"  shall  mean the class of Preferred Stock, par
value  $1.00  per  share,  of  the  Corporation  authorized at the date of the
Certificate,  including  any  shares  thereof authorized after the date of the
Certificate.

     1.30    "Record  Date"  shall  have  the meaning set forth in Section 2.1
hereof.

     1.31    "Redemption  Date"  shall  mean the date on which the Corporation
shall  effect  the  redemption of all or any part of the outstanding shares of
Series  E  Stock  pursuant  to  Section  4.1.

     1.32    "Redemption  Price"  for  each share of Series E Stock called for
redemption  shall be equal to the sum of (a) the Liquidation Value plus (b) an
amount  equal  to  the  accrued and unpaid dividends on such share of Series E
Stock  to  the  Redemption  Date.

     1.33   "Redemption Rescission Event" shall mean the occurrence of (a) any
general  suspension  of trading in, or limitation on prices for, securities on
the  principal national securities exchange on which shares of Media Stock (or
such  other  class  or series of common stock into which shares of this Series
are  then convertible) are registered and listed for trading (or, if shares of
Media Stock (or such other class or series of common stock) are not registered
and  listed  for trading on any such exchange, in the over-the-counter market)
for  more  than  six-and-one-half  (6  1/2) consecutive trading hours, (b) any
decline  in  either  the Dow Jones Industrial Average or the Standard & Poor's
Index  of  500  Industrial  Companies (or any successor index published by Dow
Jones  &  Company,  Inc.  or  Standard  & Poor's Corporation) by either (i) an
amount  in  excess  of  10 percent, measured from the close of business on any
Trading Day to the close of business on the next succeeding Trading Day during
the  period  commencing  on  the  Trading  Day preceding the day notice of any
redemption  of  shares  of  this  Series is given (or, if such notice is given
after  the close of business on a Trading Day, commencing on such Trading Day)
and  ending  at  the Redemption Date or (ii) an amount in excess of 15 percent
(or,  if the time and date fixed for redemption is more than 15 days following
the  date  on  which notice of redemption is given, 20 percent), measured from
the  close  of  business  on  the Trading Day preceding the day notice of such
redemption  is  given (or, if such notice is given after the close of business
on  a  Trading  Day,  from  such  Trading Day) to the close of business on any
Trading Day on or prior to the Redemption Date, (c) a declaration of a banking
moratorium  or  any  suspension  of payments in respect of banks by Federal or
state  authorities  in  the  United States or (d) the commencement of a war or
armed  hostilities  or  other  national  or international calamity directly or
indirectly involving the United States which in the reasonable judgment of the
Corporation  could  have a material adverse effect on the market for the Media
Stock (or such other class or series of common stock into which shares of this
Series  are  then  convertible).

     1.34    "Rescission Date" shall have the meaning set forth in Section 4.5
hereof.

     1.35      "Senior  Stock" shall mean the shares of any class or series of
stock  of  the  Corporation  which,  by  the  terms  of  the  Certificate  of
Incorporation  or  of  the  instrument by which the Board of Directors, acting
pursuant  to  authority granted in the Certificate of Incorporation, shall fix
the  relative  rights, preferences and limitations thereof, shall be senior to
the  Series  E  Stock  in  respect  of  the  right  to receive dividends or to
participate  in  any  distribution  of  assets other than by way of dividends.

     1.36 "Series A Stock" shall mean the series of Preferred Stock authorized
and  designated as Series A Junior Participating Cumulative Preferred Stock at
the  date  of  the  Certificate,  including  any shares thereof authorized and
designated  after  the  date  of  the  Certificate.

     1.37    "Series  B  Stock"  shall  mean  the  series  of  Preferred Stock
authorized  and  designated  as  Series  B  Junior  Participating  Cumulative
Preferred  Stock  at the date of the Certificate, including any shares thereof
authorized  and  designated  after  the  date  of  the  Certificate.

     1.38    "Series  C  Stock"  shall  mean  the  series  of  Preferred Stock
authorized and designated as Series C Cumulative Redeemable Preferred Stock at
the  date  of  the  Certificate,  including  any shares thereof authorized and
designated  after  the  date  of  the  Certificate.

     1.39    "Series  D  Stock"  shall  mean  the  series  of  Preferred Stock
authorized  and designated as Series D Convertible Preferred Stock at the date
of  the  Certificate,  including  any shares thereof authorized and designated
after  the  date  of  the  Certificate.

     1.40    "Series  E  Stock"  and  "this  Series"  shall mean the series of
Preferred  Stock  authorized  and  designated  as  the  Series  E  Convertible
Preferred  Stock, including any shares thereof authorized and designated after
the  date  of  the  Certificate.

     1.41    "Surrendered  Shares" shall have the meaning set forth in Section
3.5  hereof.

     1.42  "Trading Day" shall mean, so long as the Media Stock (or such other
class  or  series  of  common  stock into which shares of this Series are then
convertible)  is listed or admitted to trading on the NYSE, a day on which the
NYSE  is open for the transaction of business, or, if the Media Stock (or such
other class or series of common stock) is not listed or admitted to trading on
the  NYSE,  a day on which the principal national securities exchange on which
the  Media  Stock (or such other class or series of common stock) is listed is
open  for  the  transaction of business, or, if the Media Stock (or such other
class  or  series of common stock) is not so listed or admitted for trading on
any  national  securities  exchange,  a  day  on  which Nasdaq is open for the
transaction  of  business.

     2.    Dividends.

     2.1    The  holders  of the outstanding shares of Series E Stock shall be
entitled  to receive dividends, as and when declared by the Board of Directors
out of funds legally available therefor.  Each dividend shall be at the annual
rate  equal  to 6.342 percent per share of Series E Stock (which is equivalent
to  $0.79  quarterly  and  $3.17  annually per share).  All dividends shall be
payable  in  cash  on  or  about  the  first  day of February, May, August and
November  in  each year, beginning on the first such date that is more than 15
days  after  the  Effective  Time, as fixed by the Board of Directors, or such
other  dates  as are fixed by the Board of Directors (each a "Dividend Payment
Date"), to the holders of record of Series E Stock at the close of business on
or  about the 15th day of the month next preceding such first day of February,
May,  August  and  November,  as  the  case  may  be, as fixed by the Board of
Directors,  or such other dates as are fixed by the Board of Directors (each a
"Record  Date").   Such dividends shall accrue on each share cumulatively on a
daily basis, whether or not there are unrestricted funds legally available for
the  payment of such dividends and whether or not earned or declared, from and
after the day immediately succeeding the Effective Time and any such dividends
that  become  payable for any partial dividend period shall be computed on the
basis of the actual days elapsed in such period.  All dividends that accrue in
accordance  with  the  foregoing provisions shall be cumulative from and after
the  day  immediately  succeeding  the Effective Time.  The per share dividend
amount  payable  to  each  holder  of record of Series E Stock on any Dividend
Payment  Date  shall  be  rounded  to the nearest cent.  The dividend rate per
share  of  this  Series  shall  be appropriately adjusted from time to time to
reflect  any  split  or  combination  of  the  shares  of  this  Series.

2.2    Except  as  hereinafter  provided  in  this  Section 2.2 and except for
redemptions  by  the  Corporation  pursuant  to  Sections  4.1(b),  4.1(c)(i),
4.1(c)(iii)  or  4.1(d),  unless  all  dividends  on the outstanding shares of
Series  E Stock and any Parity Stock that shall have accrued through any prior
Dividend  Payment Date shall have been paid in full, or declared and funds set
apart  for  payment  thereof, no dividend or other distribution (payable other
than  in  shares of Junior Stock) shall be paid to the holders of Junior Stock
or Parity Stock, and no shares of Series E Stock, Parity Stock or Junior Stock
shall  be  purchased, redeemed or otherwise acquired by the Corporation or any
of  its subsidiaries (except by conversion into or exchange for Junior Stock),
nor  shall  any monies or any other properties be paid or made available for a
purchase,  redemption  or  sinking  fund for the purchase or redemption of any
Series  E Stock, Junior Stock or Parity Stock.  When dividends are not paid in
full  upon  the  shares  of  this  Series  and any Parity Stock, all dividends
declared upon shares of this Series and all Parity Stock shall be declared pro
rata so that the amount of dividends declared per share on this Series and all
such  Parity  Stock  shall in all cases bear to each other the same ratio that
accrued  dividends  per share on the shares of this Series and all such Parity
Stock  bear  to each other.  No interest, or sum of money in lieu of interest,
shall be payable in respect of any dividend payment or payments on this Series
which  may  be  in  arrears.

     3.    Conversion  Rights.

     3.1    (a)    Subject  to  Section 3.1(b), each holder of a share of this
Series  shall  have  the  right,  at  any  time  after  receipt of a notice of
redemption  given  by  the  Corporation  pursuant  to  (i) Section 4.3(a) with
respect  to  a  redemption  pursuant to Section 4.1(a), or (ii) Section 4.3(b)
with  respect  to  a  redemption  in  connection with a Media Group Subsidiary
Redemption, or (iii) Section 4.3(c) with respect to a redemption in connection
with  a  Media  Group Disposition Dividend, or (iv) pursuant to Section 4.3(d)
with  respect  to  a  redemption  in connection with a Media Group Disposition
Redemption  following  a  Disposition of all (not merely substantially all) of
the properties and assets attributed to the Media Group, or (v) Section 4.3(e)
with  respect  to  a  redemption  in connection with a Media Group Disposition
Redemption  following  Disposition  of  substantially all (but not all) of the
properties  and  assets  attributed to the Media Group, or (vi) Section 4.3(f)
with  respect  to  a  redemption  in  connection  with a Media Group Tender or
Exchange  Offer,  to convert such share into a number of shares of Media Stock
(or  such  other  class  or  series  of common stock into which shares of this
Series  are  then convertible) equal to the quotient of (a) the product of (i)
the Liquidation Value per share of the Series E Stock multiplied by (ii) 0.95,
divided  by (b) the Current Market Price, subject to adjustment as provided in
this  Section 3 (such rate, as so adjusted from time to time, is herein called
the  "Conversion  Rate"; and the "Conversion Price" at any time shall mean the
Redemption  Price  per  share divided by the Conversion Rate in effect at such
time  (rounded  to  the  nearest  one  hundredth  of  a  cent)).

     (b)    The  right  of  a  holder  of  a  share  of this Series called for
redemption  pursuant to Sections 4.1(a) to convert such share into Media Stock
(or  such  other  class  or  series  of common stock into which shares of this
Series are then convertible) pursuant to Section 3.1(a) shall terminate at the
close  of  business  on the Redemption Date unless the Corporation defaults in
the  payment  of the Redemption Price or, in the case of a redemption pursuant
to  Section  4.1(a),  the  Corporation  exercises  its  right  to rescind such
redemption  pursuant  to  Section  4.5, in which case such right of conversion
shall  not  terminate  at  the close of business on such date.  The right of a
holder  of  a  share  of this Series called for redemption pursuant to Section
4.1(b):    (i) in connection with a Media Group Subsidiary Redemption, a Media
Group  Tender  or  Exchange  Offer  or  a  Media  Group Disposition Redemption
involving  a  Disposition  of  all  (not  merely  substantially  all)  of  the
properties  and  assets  attributed  to the Media Group, to convert such share
into  Media  Stock  pursuant to Section 3.1(a) shall terminate at the close of
business  on  the  Redemption  Date;  (ii)  in  connection  with a Media Group
Disposition  Dividend  or  Media Group Special Dividend, to convert such share
into  Media  Stock  pursuant to Section 3.1(a) shall terminate at the close of
business  on  the record date for determining holders entitled to receive such
dividend;  and  (iii)  in connection with a Media Group Disposition Redemption
involving  a  Disposition of substantially all (but not all) of the properties
and  assets  attributed  to  the Media Group, to convert such share into Media
Stock  shall terminate at the close of business on the date on which shares of
Media  Stock  are  selected  to  be  redeemed  in such Media Group Disposition
Redemption, unless, in any of the foregoing cases, the Corporation defaults in
the  payment  of the Redemption Price or the conditions to such redemption set
forth in the last sentence of Section 4.1(b) shall not have been satisfied, in
which  event  such  right  of  conversion  shall not terminate at the close of
business  on  such  date.    In  the event the Corporation converts all of the
outstanding  shares of Media Stock into shares of Communications Stock (or, if
the Communications Stock is not Publicly Traded at such time and shares of any
other  class  or  series  of common stock of the Corporation (other than Media
Stock) are then Publicly Traded, of such other class or series of common stock
as has the largest Market Capitalization), the right of a holder of a share of
this  Series  called  for  redemption pursuant to Section 4.1(d) in connection
with  an event substantially similar to a Media Group Special Event to convert
such  share into Communications Stock (or such other class or series of common
stock)  shall  terminate  on  a  date  comparable to the date specified in the
preceding  sentence  with respect to a Media Group Special Event substantially
similar  to  such  event.

     3.2    If  any  shares  of  this  Series  are  surrendered for conversion
subsequent  to  the  Record  Date  preceding a Dividend Payment Date but on or
prior  to such Dividend Payment Date (except shares called for redemption on a
Redemption  Date  between  such Record Date and Dividend Payment Date and with
respect  to  which  such  redemption  has  not been rescinded), the registered
holder  of  such  shares at the close of business on such Record Date shall be
entitled  to  receive  the  dividend,  if  any, payable on such shares on such
Dividend  Payment  Date  notwithstanding  the  conversion  thereof.  Except as
provided  in  this  Section  3.2,  no  adjustments  in  respect of payments of
dividends  on  shares  surrendered for conversion or any dividend on the Media
Stock  issued  upon conversion shall be made upon the conversion of any shares
of  this  Series.

     3.3    The  Corporation  may, but shall not be required to, in connection
with  any  conversion of shares of this Series, issue a fraction of a share of
Media  Stock,  and  if  the  Corporation shall determine not to issue any such
fraction,  the  Corporation  shall,  subject  to  Section  3.6(c), make a cash
payment (rounded to the nearest cent) equal to such fraction multiplied by the
Closing  Price of the Media Stock on the last Trading Day prior to the date of
conversion.

     3.4   Any holder of shares of this Series electing to convert such shares
into  Media  Stock  shall  surrender  the certificate or certificates for such
shares  at  the  office  of  the transfer agent or agents therefor (or at such
other place in the United States as the Corporation may designate by notice to
the  holders  of  shares  of  this Series) during regular business hours, duly
endorsed  to  the  Corporation  or  in blank, or accompanied by instruments of
transfer  to  the  Corporation  or  in  blank,  or in form satisfactory to the
Corporation,  and  shall give written notice to the Corporation at such office
that  such  holder  elects  to  convert  such  shares  of  this  Series.   The
Corporation shall, as soon as practicable and in any event within five Trading
Days  (subject  to  Section  3.6(c))  after such surrender of certificates for
shares  of  this  Series,  accompanied by the written notice above prescribed,
issue  and  deliver at such office to the holder for whose account such shares
were  surrendered, or to his nominee, (a) certificates representing the number
of shares of Media Stock to which such holder is entitled upon such conversion
and  (b)  if less than the full number of shares of this Series represented by
such certificate or certificates is being converted, a new certificate of like
tenor  representing  the  shares  of  this  Series  not  converted.

     3.5    Conversion  shall be deemed to have been made immediately prior to
the  close of business as of the date that certificates for the shares of this
Series  to be converted, and the written notice prescribed in Section 3.4, are
received  by  the  transfer  agent  or agents for this Series (such date being
referred  to herein as the "Conversion Date").  The Person entitled to receive
the  Media  Stock  issuable  upon  such  conversion  shall  be treated for all
purposes  as the record holder of such Media Stock as of the close of business
on  the Conversion Date and such conversion shall be at the Conversion Rate in
effect  on  such  date.    Notwithstanding  anything to the contrary contained
herein,  in  the  event  the  Corporation shall have rescinded a redemption of
shares  of  this  Series pursuant to Section 4.5, any holder of shares of this
Series  that  shall  have  surrendered  shares  of  this Series for conversion
following  the day on which notice of the redemption shall have been given but
prior  to  the  later  of  (a)  the  close of business on the Trading Day next
succeeding  the  date  on  which public announcement of the rescission of such
redemption  shall  have been made and (b) the date which is three Trading Days
following  the  mailing of the notice of rescission required by Section 4.5 (a
"Converting Holder") may rescind the conversion of such shares surrendered for
conversion by (i) properly completing a form prescribed by the Corporation and
mailed to holders of shares of this Series (including Converting Holders) with
the  Corporation's  notice  of  rescission,  which  form shall provide for the
certification  by  any  Converting Holder rescinding a conversion on behalf of
any beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act)
of  shares of this Series that the beneficial ownership (within the meaning of
such  Rule)  of such shares shall not have changed from the date on which such
shares  were  surrendered for conversion to the date of such certification and
(ii)  delivering  such  form  to  the  Corporation  no later than the close of
business on that date which is fifteen (15) Trading Days following the date of
the  mailing  of the Corporation's notice of rescission.  The delivery of such
form  by  a  Converting  Holder  shall  be accompanied by (A) any certificates
representing  shares  of  Media  Stock issued to such Converting Holder upon a
conversion  of  shares  of  this  Series that shall be rescinded by the proper
delivery  of  such  form  (the  "Surrendered  Shares"),  (B)  any  securities,
evidences  of  indebtedness  or  assets  (other  than cash) distributed by the
Corporation  to  such  Converting Holder by reason of such Converting Holder's
being  a  record  holder of the Surrendered Shares and (C) payment in New York
Clearing House funds or other funds acceptable to the Corporation of an amount
equal  to  the sum of (I) any cash such Converting Holder may have received in
lieu  of  the  issuance of fractional shares upon conversion and (II) any cash
paid or payable by the Corporation to such Converting Holder by reason of such
Converting  Holder  being  a  record  holder  of the Surrendered Shares.  Upon
receipt by the Corporation of any such form properly completed by a Converting
Holder  and any certificates, securities, evidences of indebtedness, assets or
cash payments required to be returned or made by such Converting Holder to the
Corporation  as  set  forth above, the Corporation shall instruct the transfer
agent  or agents for shares of Media Stock and shares of this Series to cancel
any certificates representing the Surrendered Shares (which Surrendered Shares
shall  be  deposited  in  the  treasury  of  the  Corporation)  and  reissue
certificates  representing  shares  of  this  Series to such Converting Holder
(which  shares  of  this  Series  shall,  notwithstanding  their surrender for
conversion, be deemed to have been outstanding at all times).  The Corporation
shall,  as promptly as practicable, and in no event more than five (5) Trading
Days,  following  the receipt of any such properly completed form and any such
certificates,  securities,  evidences of indebtedness, assets or cash payments
required  to  be  so  returned  or  made,  pay  to the Converting Holder or as
otherwise  directed  by  such  Converting Holder any dividend or other payment
made  on such shares of this Series Stock during the period from the time such
shares  shall  have  been surrendered for conversion to the rescission of such
conversion.    All  questions as to the validity, form, eligibility (including
time  of  receipt)  and acceptance of any form submitted to the Corporation to
rescind the conversion of shares of this Series, including questions as to the
proper completion or execution of any such form or any certification contained
therein,  shall be resolved by the Corporation, whose good faith determination
shall  be final and binding.  The Corporation shall not be required to deliver
certificates for shares of Media Stock while the stock transfer books for such
stock or for this Series are duly closed for any purpose (but not for a period
in excess of two Trading Days) or during any period commencing at a Redemption
Rescission  Event  and  ending  at  either  (1) the time and date at which the
Corporation's  right of rescission shall expire pursuant to Section 4.5 if the
Corporation  shall  not have exercised such right or (2) the close of business
on  that  day  which  is  fifteen  (15) Trading Days following the date of the
mailing  of  a notice of rescission pursuant to Section 4.5 if the Corporation
shall  have exercised such right of rescission, but certificates for shares of
Media  Stock  shall  be  delivered as soon as practicable after the opening of
such  books  or  the  expiration  of  such  period.

     3.6    The Conversion Rate shall be adjusted from time to time as follows
for  events  occurring  after  the  Effective  Time:

     (a)    The  Corporation  shall  be entitled to make such increases in the
Conversion  Rate  as  shall  be  determined  by  the  Board of Directors to be
necessary  in  order  that  any  dividend  or distribution in Media Stock, any
subdivision,  reclassification  or combination of shares of Media Stock or any
issuance  of rights or warrant to purchase shares of Media Stock, shall not be
taxable  to  the  holders  of Media Stock for United States Federal income tax
purposes.

     (b)   To the extent permitted by applicable law, the Corporation may from
time to time increase the Conversion Rate by any amount for any period of time
if  the period is at least 20 Trading Days, the increase is irrevocable during
such  period  and  the Board of Directors shall have made a determination that
such  increase  would  be  in  the  best  interests  of the Corporation, which
determination  shall  be  conclusive.

     (c)    In any case in which an adjustment to the Conversion Rate pursuant
to  this  Section 3.6 is to be made effective as of or immediately following a
record date, the Corporation may elect to defer (but only for five (5) Trading
Days  following  the  occurrence of the event which necessitates the filing of
the  statement  referred  to  in  Section 3.9(a)) issuing to the holder of any
shares of this Series converted after such record date (i) the shares of Media
Stock and other capital stock of the Corporation issuable upon such conversion
over  and  above  the  shares  of  Media  Stock and other capital stock of the
Corporation  issuable upon such conversion on the basis of the Conversion Rate
prior  to adjustment and (ii) paying to such holder any amount in cash in lieu
of  any  fraction thereof pursuant to Section 3.3; provided, however, that
the  Corporation  shall deliver to such holder a due bill or other appropriate
instrument  evidencing  such  holder's right to receive such additional shares
upon  the  occurrence  of  the  event  requiring  such  adjustment.

     (d)    Subject  to  Section  3.6(a)  hereof,  no adjustment shall be made
pursuant  to this Section 3.6 with respect to any share of Series E Stock that
is  converted  prior  to  the  time  such  adjustment otherwise would be made.

     3.7   In case of (a) any consolidation or merger to which the Corporation
is  a  party, other than a merger or consolidation in which the Corporation is
the  surviving  or  continuing  corporation  and  which does not result in any
reclassification  of,  or change (other than a change in par value or from par
value  to  no par value or from no par value to par value, or as a result of a
subdivision  or  combination)  in,  outstanding shares of Media Stock (or such
other  class  or  series  of common stock into which shares of this Series are
then convertible) or (b) any sale or conveyance of all or substantially all of
the  property  and  assets  of the Corporation, then lawful provision shall be
made as part of the terms of such transaction whereby the holder of each share
of  Series  E  Stock which is not converted into the right to receive stock or
other  securities  and property in connection with such transaction shall have
the  right  thereafter,  during the period such share shall be convertible, to
convert  such  share  into  the  kind  and  amount of shares of stock or other
securities  and  property  receivable upon such consolidation, merger, sale or
conveyance  by  a holder of the number of shares of Media Stock (or such other
class  or  series  of  common  stock into which shares of this Series are then
convertible)  into  which such shares of this Series could have been converted
immediately  prior to such consolidation, merger, sale or conveyance (assuming
that  shares  of  this  Series were then convertible pursuant to Section 3.1),
subject  to  adjustment  which  shall  be  as  nearly  equivalent  as  may  be
practicable  to the adjustments provided for in this Section 3.  If holders of
Media  Stock  (or such other class or series of common stock into which shares
of  this Series are then convertible) are entitled to elect the kind or amount
of  securities  or  other property receivable upon such consolidation, merger,
sale or conveyance, all adjustments made pursuant to this Section 3.7 shall be
based  upon  (i) the election, if any, made in writing to the Secretary of the
Corporation  by  the record holder of the largest number of shares of Series E
Stock  prior  to  the  earlier of (A) the last date on which a holder of Media
Stock  (or  such  other  class  or  series  of  common stock) may make such an
election  and  (B) the date which is five (5) Trading Days prior to the record
date for determining the holders of Media Stock (or such other class or series
of  common  stock)  entitled  to participate in the transaction (or if no such
record date is established, the effective date of such transaction) or (ii) if
no  such  election is timely made, an assumption that each holder of Shares of
this  Series  failed to exercise such rights of election (provided that if the
kind  or  amount  of  securities  or  other  property  receivable  upon  such
consolidation, merger, sale or conveyance is not the same for each nonelecting
share,  then  the  kind  and amount of securities or other property receivable
upon such consolidation, merger, sale or conveyance for each nonelecting share
shall  be  deemed  to  be  the  kind  and  amount so receivable per share by a
plurality  of  the  nonelecting  shares).    Concurrently  with the mailing to
holders  of Media Stock (or such other class or series of common stock) of any
document  pursuant  to  which  such holders may make an election regarding the
kind or amount of securities or other property that will be receivable by such
holder in any transaction described in clause (a) or (b) of the first sentence
of  this Section 3.7, the Corporation shall mail a copy thereof to the holders
of  shares of the Series E Stock.  The Corporation shall not enter into any of
the  transactions  referred  to in clauses (a) or (b) of the first sentence of
this  Section  3.7  unless,  prior  to  the  consummation  thereof,  effective
provision shall be made in a certificate or articles of incorporation or other
constituent  document  or  written instrument of the Corporation or the entity
surviving  the  consolidation or merger, if other than the Corporation, or the
entity acquiring the Corporation's assets, unless, in either case, such entity
is  a  direct  or  indirect  subsidiary  of another entity, in which case such
provision  shall  be  made  in the certificate or articles of incorporation or
other  constituent  document  or  written instrument of such other entity (any
such  entity or other entity being the "Surviving Entity") so as to assume the
obligation to deliver to each holder of shares of Series E Stock such stock or
other  securities and property and otherwise give effect to the provisions set
forth  in  this  Section  3.7.  The provisions of this Section 3.7 shall apply
similarly  to  successive  consolidations,  mergers,  sales  or  conveyances.

     3.8    After  the  date, if any, on which all outstanding shares of Media
Stock (or such other class or series of common stock into which shares of this
Series  are  then  convertible)  are converted into or exchanged for shares of
another class or series of common stock of the Corporation, each share of this
Series  shall thereafter be convertible into or exchangeable for the number of
shares  of  such  other  class  or series of common stock receivable upon such
conversion  or  exchange  equal  to the quotient of (a) $50 divided by (b) the
product of (i) 0.95 multiplied by (ii) the Current Market Price for such other
class  or  series  of  common  stock.    From and after any such conversion or
exchange,  Conversion  Rate  adjustments  as  nearly  equivalent  as  may  be
practicable  to  the adjustments pursuant to Sections 3.6 and 3.7 which, prior
to  such exchange, were made in respect of Media Stock (or such other class or
series  of common stock into which shares of this Series are then convertible)
shall  instead  be  made  pursuant  to such Sections 3.6 and 3.7 in respect of
shares  of  such  other  class  or  series  of  common  stock.

     3.9    (a)   Whenever the Conversion Rate is adjusted as provided in this
Section 3, the Corporation (or, in the case of Section 3.7, the Corporation or
the  Surviving  Entity, as the case may be) shall forthwith place on file with
its  transfer  agent  or  agents  for this Series a statement signed by a duly
authorized officer of the Corporation or the Surviving Entity, as the case may
be,  stating the adjusted Conversion Rate determined as provided herein.  Such
statements  shall  set  forth  in  reasonable  detail  such  facts as shall be
necessary to show the reason for and the manner of computing such adjustment. 
Promptly  after  the adjustment of the Conversion Rate, the Corporation or the
Surviving  Entity,  as  the  case  may be, shall mail a notice thereof to each
holder  of  shares  of this Series.  Whenever the Conversion Rate is increased
pursuant  to  Section  3.6(b),  such  notice shall be mailed to each holder of
shares of this Series as promptly as possible after the Corporation shall have
determined to effect such increase and, in any event, at least 15 Trading Days
prior to the date such increased Conversion Rate takes effect, and such notice
shall state such increased Conversion Rate and the period during which it will
be  in  effect.  Where appropriate, the notice required by this Section 3.9(a)
may  be  given in advance and included as part of the notice required pursuant
to  Section  3.9(b)  or  3.9(c).

     (b)    Subject  to  the  provisions  of  Section  3.9(c),  if:    (i) the
Corporation  takes  any  action  that  would  require  an  adjustment  of  the
Conversion  Rate pursuant to Sections 3.6 through 3.8; (ii) there shall be any
consolidation  or  merger  to  which  the Corporation is a party and for which
approval  of  any  stockholders of the Corporation is required, or the sale or
transfer  of  all  or  substantially  all of the assets of the Corporation; or
(iii)  there shall occur the voluntary or involuntary liquidation, dissolution
or  winding  up of the Corporation, then the Corporation shall, as promptly as
possible,  but at least 10 Trading Days prior to the record date or other date
set for definitive action if there shall be no record date, cause notice to be
filed  with  the  transfer  agent  or agents for this Series and given to each
record holder of outstanding shares of this Series stating the action or event
for  which  such  notice  is  being  given  and  the  record  date for and the
anticipated  effective  date  of  such  action  or  event.  Failure to give or
receive  such  notice  or  any defect therein shall not affect the legality or
validity  of  the  related  transaction.

     (c)   If the Corporation intends to convert all of the outstanding shares
of  Media Stock into shares of Communications Stock (or, if the Communications
Stock  is  not  Publicly  Traded at such time and shares of any other class or
series  of  common  stock of the Corporation (other than Media Stock) are then
Publicly  Traded,  of  such  other  class or series of common stock as has the
largest Market Capitalization) (as provided in Section 2.4 of Article V of the
Certificate  of Incorporation), then the Corporation shall, not later than the
35th  Trading  Day and not earlier than the 45th Trading Day prior to the date
of such conversion, cause notice to be filed with the transfer agent or agents
for  this  Series  and  given  to each record holder of shares of this Series,
setting  forth:    (i)  a statement that all outstanding shares of Media Stock
shall  be  converted;  (ii)  the  date of such conversion; (iii) the per share
number  of  shares  of  Communications Stock (or such other class or series of
common  stock)  to  be  received  with  respect  to each share of Media Stock,
including  details  as  to  the  calculation  thereof; (iv) a statement to the
effect  that,  subject  to Section 2.4.5(I) of Article V of the Certificate of
Incorporation,  dividends on shares of such Media Stock shall cease to be paid
as of the date of such conversion;  and (v) a statement as to what such holder
will  be  entitled  to  receive  pursuant  to the terms of Section 3.8 if such
holder  thereafter properly converts shares of this Series.  In addition, from
and  after  any  conversion of Media Stock effected in accordance with Section
2.4 of Article V of the Certificate of Incorporation, if (A) a class or series
of  common  stock of the Corporation exists in addition to the class or series
of  common  stock  into  which  the  Media  Stock  was  converted  and (B) the
Corporation  intends to convert the class or series of common stock into which
the  Media  Stock  was  converted  into another such class or series of common
stock of the Corporation, then the Corporation shall give notice comparable to
the notice described in the preceding sentence of its intention to effect such
a  conversion.   In the event of any conflict between the notice provisions of
this  Section 3.9(c) and Section 3.9(b), the notice provisions of this Section
3.9(c)  shall  govern.

     3.10   There shall be no adjustment of the Conversion Rate in case of the
issuance  of  any stock of the Corporation in a reorganization, acquisition or
other similar transaction except as specifically set forth in this Section 3. 
If  any  action or transaction would require adjustment of any Conversion Rate
established  hereunder  pursuant to more than one paragraph of this Section 3,
only  the  adjustment  which  would  result  in  the  largest increase of such
Conversion  Rate  shall  be  made.

     3.11  The Corporation shall at all times reserve and keep available, free
from  preemptive  rights,  out  of  its authorized but unissued stock, for the
purpose  of effecting the conversion of the shares of this Series, such number
of  its  duly  authorized  shares of Media Stock (or, if applicable, any other
shares  of  Capital  Stock  of  the Corporation) as shall from time to time be
sufficient  to  effect the conversion of all outstanding shares of this Series
into  such  Media  Stock  (or such other shares of Capital Stock) at any time;
provided,  however,  that  nothing  contained  herein  shall  preclude the
Corporation  from  satisfying  its obligations in respect of the conversion of
the  shares  by  delivery  of  purchased  shares of Media Stock (or such other
shares  of  Capital  Stock) that are held in the treasury of the Corporation. 
All  shares  of  Media  Stock  (or  such  other shares of Capital Stock of the
Corporation)  which shall be deliverable upon conversion of the shares of this
Series  shall  be  duly and validly issued, fully paid and nonassessable.  For
purposes  of  this Section 3, the number of shares of Media Stock or any other
class  or  series  of  common stock of the Corporation at any time outstanding
shall  not  include any shares of Media Stock or such other class or series of
common  stock  then  owned or held by or for the account of Corporation or any
subsidiary  of  the  Corporation.

     3.12    If  any  shares  of Media Stock (or such other class or series of
common  stock  into  which  shares  of this Series are then convertible) which
would  be  issuable upon conversion of shares of this Series hereunder require
registration with or approval of any governmental authority before such shares
may  be  issued  upon  conversion,  the  Corporation will in good faith and as
expeditiously as possible cause such shares to be duly registered or approved,
as  the  case may be.  The Corporation will endeavor to list the shares of (or
depositary  shares  representing fractional interests in) Media Stock (or such
other  class  or  series  of common stock into which shares of this Series are
then  convertible)  required to be delivered upon conversion of shares of this
Series  prior to such delivery upon the principal national securities exchange
upon  which  the  outstanding  Media  Stock  (or such other class or series of
common  stock)  is  listed  at  the  time  of  such  delivery.

     3.13   The Corporation shall pay any and all issue, stamp, documentation,
transfer  or  other  taxes  that  may  be  payable  in respect of any issue or
delivery  of  shares  of  Media Stock (or such other class or series of common
stock  into which shares of this Series are then convertible) on conversion of
shares of this Series pursuant hereto.  The Corporation shall not, however, be
required  to  pay any tax which is payable in respect of any transfer involved
in  the  issue  or  delivery  of Media Stock (or such other class or series of
common  stock) in a name other than that in which the shares of this Series so
converted  were registered, and no such issue or delivery shall be made unless
and  until  the  Person  requesting such issue has paid to the Corporation the
amount  of  such  tax,  or  has  established,  to  the  satisfaction  of  the
Corporation,  that  such  tax  has  been  paid.

     4.    Redemption.

     4.1  (a)  The Corporation may, at its sole option, subject to Section 2.2
hereof,  from  time  to  time  on and after the fifth (5th) anniversary of the
Effective  Time,  redeem,  out of funds legally available therefor, all or any
part  of  the  outstanding  shares  of  this  Series  at the Redemption Price.

     (b)    The Corporation shall redeem at the Redemption Price, out of funds
legally  available  therefor, all of the outstanding shares of this Series, if
any of the following events with respect to the Media Group occur (such events
being  collectively  referred  to herein as the "Media Group Special Events"):

     (i)  (A)   the Corporation redeems all of the outstanding shares of Media
Stock  in  exchange for shares of common stock of the Media Group Subsidiaries
as  provided in Section 2.4.3 of Article V of the Certificate of Incorporation
(the  "Media  Group  Subsidiary Redemption") or (B) following a Disposition of
all  or substantially all of the properties and assets attributed to the Media
Group,  the  Corporation  either  (I) pays a dividend on the Media Stock in an
amount  equal  to  the product of the Outstanding Media Fraction multiplied by
the  Fair Value of the Net Proceeds of such Disposition as provided in Section
2.4.1(A)(1)(a)  of  Article  V of the Certificate of Incorporation (the "Media
Group  Disposition  Dividend"),  or  (II) redeems shares of Media Stock for an
amount  equal  to  the product of the Outstanding Media Fraction multiplied by
the  Fair Value of the Net Proceeds of such Disposition as provided in Section
2.4.1(A)(1)(b)  of  Article  V of the Certificate of Incorporation (the "Media
Group  Disposition  Redemption");  or

     (ii)    the  Corporation pays a dividend on, or the Corporation or any of
its  subsidiaries  consummates a tender offer or exchange offer for, shares of
Media  Stock  and  the  aggregate amount of such dividend or the consideration
paid  in  such  tender  offer or exchange offer is an amount equal to the Fair
Value  of  all or substantially all of the properties and assets attributed to
the Media Group (the "Media Group Special Dividend" or the "Media Group Tender
or Exchange Offer", respectively); provided, however, that the calculation
of  the  Fair  Value  of all or substantially all of the properties and assets
attributed to the Media Group shall be made without giving effect to any money
borrowed by the Corporation or any of its subsidiaries in connection with such
dividend  or  tender  offer  or  exchange  offer,  as  the  case  may  be.

The  Redemption  Date  for  shares  of  this  Series  to  be  redeemed  by the
Corporation  pursuant to this Section 4.1(b) shall be, if the applicable Media
Group  Special Event is (1) the Media Group Subsidiary Redemption, the date of
such  exchange,  (2)  the  Media Group Disposition Dividend or the Media Group
Special  Dividend,  the  date of payment of such dividend, (3) the Media Group
Disposition  Redemption,  the  date  of such redemption or (4) the Media Group
Tender  or  Exchange  Offer,  the  date such tender offer or exchange offer is
consummated.    Notwithstanding  anything  to  the  contrary contained in this
Section  4.1(b),  any  redemption  pursuant  to  this  Section 4.1(b) shall be
conditioned  upon  the  actual  redemption of Media Stock for shares of common
stock  of the Media Group Subsidiaries, payment of the Media Group Disposition
Dividend  or  the  amount  due  as  a  result  of  the Media Group Disposition
Redemption  (in  each  case  in  the  required  kind  of  capital stock, cash,
securities and/or other property), payment of the Media Group Special Dividend
or  the  consummation of the Media Group Tender or Exchange Offer, as the case
may  be.

     (c)  (i)  Commencing with the first Dividend Payment Date after the tenth
(10th)  anniversary  of  the  Effective  Time  and on each anniversary of such
Dividend  Payment  Date thereafter through the ninth (9th) anniversary of such
Dividend  Payment  Date, the Corporation shall redeem at the Redemption Price,
out  of  funds legally available therefor, 49,704 shares of the Series E Stock
or  such  lesser  number  of  shares  of  Series  E Stock as shall then remain
outstanding.

     (ii)    Commencing  with  the first Dividend Payment Date after the tenth
(10th)  anniversary  of  the  Effective  Time  and on each anniversary of such
Dividend  Payment  Date thereafter through the ninth (9th) anniversary of such
Dividend  Payment  Date,  the  Corporation may, at its sole option, subject to
Section  2.2  hereof,  redeem  at  the  Redemption Price, out of funds legally
available  therefor, 49,704 shares of the Series E Stock or such lesser number
of  shares  of  Series  E  Stock  as  shall  then  remain  outstanding.

     (iii)  The  Corporation  shall,  on the thirtieth day after the twentieth
(20th)  anniversary of the Effective Time, redeem at the Redemption Price, out
of  funds  legally  available  therefor,  all of the outstanding shares of the
Series  E  Stock.

     (d)    The  Corporation  shall  redeem,  out  of  funds legally available
therefor,  all  of  the  outstanding  shares  of this Series at the Redemption
Price,  if (i) the Corporation converts all of the outstanding shares of Media
Stock  into shares of Communications Stock (or, if the Communications Stock is
not  Publicly  Traded  at such time and shares of any other class or series of
common  stock  of  the  Corporation (other than Media Stock) are then Publicly
Traded,  of  such  other  class  or  series of common stock as has the largest
Market  Capitalization)  as  provided  in  Section  2.4  of  Article  V of the
Certificate  of  Incorporation  and (ii) at any time following such conversion
(A)  an event substantially similar to any Media Group Special Event occurs in
respect  to  the Communications Stock (or such other class or series of common
stock)  and (B) at the time of such event shares of another class or series of
common stock of the Corporation (other then Communications Stock or such other
class  or  series  of  common stock) are then Publicly Traded.  The Redemption
Date  for, and the conditions to, any such redemption shall be determined in a
manner consistent with the Redemption Date and conditions set forth in Section
4.1(b)  for  a  redemption  resulting from a substantially similar Media Group
Special  Event.

     4.2    In the event that fewer than all of the outstanding shares of this
Series are to be redeemed  pursuant to Section 4.1(a) or 4.1(c), the aggregate
number  of  shares  of  this Series held by each holder which will be redeemed
shall  be  determined  by  the  Corporation by lot or pro rata or by any other
method  as  may be determined by the Board of Directors in its sole discretion
to  be  equitable,  and  the  certificate of the Corporation's Secretary or an
Assistant  Secretary filed with the transfer agent or transfer agents for this
Series  in  respect  of  such determination by the Board of Directors shall be
conclusive.

     4.3    (a)  If the Corporation determines to redeem shares of this Series
pursuant  to  Section  4.1(a) or 4.1(c), the Corporation shall, not later than
the  15th  Trading  Day  nor  earlier  than  the 60th Trading Day prior to the
Redemption  Date,  cause  notice to be filed with the transfer agent or agents
for  this  Series  and  to  be given to each record holder of the shares to be
redeemed,  setting  forth:    (i)  the  Redemption Date; (ii) in the case of a
redemption  pursuant  to  Section  4.1(c)(iii), that all shares of this Series
outstanding on the Redemption Date shall be redeemed by the Corporation; (iii)
in  the  case  of  a  redemption  pursuant  to  Section 4.1(a) or 4.1(c)(i) or
4.1(c)(ii),  the  total number of shares of this Series to be redeemed and, if
fewer  than  all  the  shares  held  by  such  holder  are to be redeemed, the
aggregate  number  of  such shares which will be redeemed; (iv) the Redemption
Price  (v) in the case of a redemption pursuant to Section 4.1(a), that shares
of this Series called for redemption may be converted at any time prior to the
Redemption  Date  (unless  the Corporation (A) shall default in payment of the
Redemption  Price  or  (B) shall exercise its right to rescind such redemption
pursuant  to  Section  4.5,  in  which case such right of conversion shall not
terminate at such time and date); (vi) in the case of a redemption pursuant to
Section 4.1(a), a description of the manner in which the Conversion Price will
be  determined  in  accordance with the Certificate; (vii) the place or places
where  certificates  for  such shares are to be surrendered for payment of the
Redemption  Price; and (viii) that dividends on the shares to be redeemed will
cease  to  accrue  on the Redemption Date.  Promptly, following the Redemption
Date,  the  Corporation shall cause notice to be filed with the transfer agent
or  agents for this Series and to be given to each record holder of the shares
to  be redeemed setting forth the percentage of such holder's shares which the
Corporation  has  elected  to  redeem.

     (b)    If  the  Corporation determines to effect a Media Group Subsidiary
Redemption, the Corporation shall, not later than the 30th Trading Day and not
earlier  than  the 45th Trading Day prior to the Redemption Date, cause notice
to  be  filed  with  the transfer agent or agents for this Series and given to
each  record  holder  of  shares  of  this  Series,  setting  forth:   (i) the
Redemption  Date  (which,  pursuant  to  the  penultimate  sentence of Section
4.1(b),  shall be the same as the date specified in clause (viii) below); (ii)
that  all  shares  of  this Series outstanding on the Redemption Date shall be
redeemed  by  the  Corporation;  (iii)  the  Redemption  Price;  (iv) that the
redemption  of  the  shares  of  this  Series  shall  be  conditioned upon the
consummation of the Media Group Subsidiary Redemption; (v) the place or places
where  certificates  for  shares of this Series, properly endorsed or assigned
for  transfer  (unless  the  Corporation  waives  such requirement), are to be
surrendered  for  payment  of the Redemption Price; (vi) that dividends on the
shares  to  be  redeemed  will cease to accrue on the Redemption Date; (vii) a
statement  that all shares of Media Stock outstanding on the date of the Media
Group Subsidiary Redemption shall be redeemed in exchange for shares of common
stock  of  the  Media  Group Subsidiaries; (viii) the date of such Media Group
Subsidiary Redemption; (ix) the Outstanding Media Fraction on the date of such
notice;  (x) the place or places where certificates for shares of Media Stock,
properly endorsed or assigned for transfer (unless the Corporation shall waive
such  requirement),  are  to  be  surrendered for delivery of certificates for
shares  of  the Media Group Subsidiaries; (xi) a statement to the effect that,
subject  to Section 2.4.5(I) of Article V of the Certificate of Incorporation,
dividends on the Media Stock shall cease to be paid as of the Redemption Date;
(xii)  the  number  of  shares  of  Media Stock outstanding and, to the extent
determinable  on  the  3rd  Trading Date prior to the date of such notice, the
number  of  shares  of  Media  Stock into or for which outstanding Convertible
Securities  are  then  convertible,  exchangeable  or  exercisable  and  the
conversion,  exchange  or  exercise  price  thereof,  including  the number of
outstanding shares of this Series and a description of the manner in which the
Conversion  Price  will  be determined in accordance with the certificate; and
(xiii)  that  a  holder  of shares of this Series shall be entitled to receive
shares  of  common  stock of the Media Group Subsidiaries upon the Media Group
Subsidiary  Redemption  in  lieu  of  the Redemption Price only if such holder
converts  such  shares  of  this  Series  on  or prior to the Redemption Date.

     (c)    If  the Corporation determines to effect a Media Group Disposition
Dividend, the Corporation shall, not later than the 30th Trading Day following
the consummation of the Disposition by the Corporation of all or substantially
all  of  the properties and assets attributed to the Media Group, cause notice
to  be  filed  with  the transfer agent or agents for this Series and given to
each  record  holder  of  shares  of  this  Series,  setting  forth:   (i) the
anticipated  Redemption  Date  (which, pursuant to the penultimate sentence of
Section  4.1(b),  shall  be  the  same  as the date specified in clause (viii)
below); (ii) that all shares of this Series outstanding on the Redemption Date
shall  be  redeemed  by the Corporation; (iii) the Redemption Price; (iv) that
the  redemption  of  the  shares  of this Series shall be conditioned upon the
payment of the Media Group Disposition Dividend; (v) the place or places where
certificates  for  shares  of  this  Series, properly endorsed or assigned for
transfer  (unless  the  Corporation  waives  such  requirement),  are  to  be
surrendered  for  payment  of the Redemption Price; (vi) that dividends on the
shares  to  be redeemed will cease to accrue on the Redemption Date; (vii) the
record  date  for  determining  holders of Media Stock entitled to receive the
Media  Group  Disposition  Dividend,  which shall be not earlier than the 40th
Trading Day and not later than the 50th Trading Day following the consummation
of such Disposition; (viii) the anticipated date of payment of the Media Group
Disposition  Dividend  (which shall not be more than 85 Trading Days following
the consummation of such Disposition); (ix) the type of property to be paid as
such dividend in respect of the outstanding shares of Media Stock; (x) the Net
Proceeds  of such Disposition; (xi) the Outstanding Media Fraction on the date
of  such notice; (xii) the number of outstanding shares of Media Stock and, to
the  extent  determinable  on  the  3rd Trading Date prior to the date of such
notice,  the  number  of  shares  of Media Stock into or for which outstanding
Convertible  Securities  are then convertible, exchangeable or exercisable and
the  conversion,  exchange  or exercise price thereof, including the number of
outstanding shares of this Series and a description of the manner in which the
Conversion Price will be determined in accordance with the Certificate at such
time;  and  (xiii) that a holder of shares of this Series shall be entitled to
receive  such  dividend  in  lieu  of the Redemption Price only if such holder
properly  converts  such  shares on or prior to the record date referred to in
clause  (vii)  of  this  sentence  and that shares of this Series shall not be
convertible  after  such  record  date.

     (d)    If  the Corporation determines to effect a Media Group Disposition
Redemption  following  a  Disposition of all (not merely substantially all) of
the  properties  and  assets attributed to the Media Group (in accordance with
Section  2.4.1(A)(1)(b)(i)  of Article V of the Certificate of Incorporation),
the  Corporation  shall,  not  later than the 35th Trading Day and not earlier
than  the  45th  Trading  Day prior to the Redemption Date, cause notice to be
filed  with  the  transfer  agent  or agents for this Series and given to each
record  holder  of  shares of this Series, setting forth:   (i) the Redemption
Date  (which, pursuant to the penultimate sentence of Section 4.1(b), shall be
the  same  as the date specified in clause (viii) below); (ii) that all shares
of  this  Series  outstanding  on the Redemption Date shall be redeemed by the
Corporation; (iii) the Redemption Price; (iv) that the redemption of shares of
this  Series  shall  be  conditioned  upon the consummation of the Media Group
Disposition  Redemption; (v) the place or places where certificates for shares
of  this  Series,  properly  endorsed  or  assigned  for  transfer (unless the
Corporation waives such requirement), are to be surrendered for payment of the
Redemption  Price; (vi) that dividends on the shares to be redeemed will cease
to  accrue  on  the  Redemption  Date;  (vii)  that  all shares of Media Stock
outstanding  on  the  date of such Media Group Disposition Redemption shall be
redeemed;  (viii)  the  date of such Media Group Disposition Redemption (which
shall  not  be  more  than  85 Trading Days following the consummation of such
Disposition);  (ix) the type of property in which the redemption price for the
shares  of  Media  Stock to be redeemed is to be paid; (x) the Net Proceeds of
such  Disposition;  (ix)  the  Outstanding  Media Fraction on the date of such
notice;  (xii)  the  place  or  places  where certificates for shares of Media
Stock,  properly  endorsed  or  assigned  for transfer (unless the Corporation
waives  such  requirement),  are to be surrendered for delivery of cash and/or
securities  or other property; (xii) the number of outstanding shares of Media
Stock  and,  to  the  extent determinable on the 3rd Trading Date prior to the
date  of  such  notice,  the number of shares of Media Stock into or for which
such  outstanding Convertible Securities are then convertible, exchangeable or
exercisable  and the conversion, exchange or exercise price thereof, including
the  number  of  outstanding  shares  of  this Series and a description of the
manner in which the Conversion Price will be determined in accordance with the
Certificate; (xiv) that a holder of shares of this Series shall be entitled to
participate in the Media Group Disposition Redemption in lieu of participating
in  the  redemption  of the shares of this Series only if such holder properly
converts  such  shares  of this Series on or prior to the Redemption Date; and
(xv)  that,  except  as otherwise provided by Section 2.4.5(I) of Article V of
the  Certificate  of  Incorporation,  dividends on shares of Media Stock shall
cease  to  be  paid  as  of  the  Redemption  Date.

(e)    If  the  Corporation  determines  to  effect  a Media Group Disposition
Redemption  following  a Disposition of substantially all (but not all) of the
properties  and  assets  attributed  to  the  Media  Group (in accordance with
Section  2.4.1(A)(1)(b)(ii) of Article V of the Certificate of Incorporation),
the  Corporation  shall,  not  later  than  the 30th Trading Day following the
consummation  of  such Disposition, cause notice to be filed with the transfer
agent  or  agents for this Series and given to each record holder of shares of
this  Series,  setting  forth:    (i)  the anticipated Redemption Date (which,
pursuant  to  the penultimate sentence of Section 4.1(b), shall be the same as
the  date  specified  in  clause  (viii)  below); (ii) that all shares of this
Series  outstanding  on  the  Redemption  Date  shall  be  redeemed  by  the
Corporation; (iii) the Redemption Price; (iv) that the redemption of shares of
this  Series  shall  be  conditioned  upon the consummation of the Media Group
Disposition  Redemption; (v) the place or places where certificates for shares
of  this  Series,  properly  endorsed  or  assigned  for  transfer (unless the
Corporation waives such requirement), are to be surrendered for payment of the
Redemption  Price; (vi) that dividends on the shares to be redeemed will cease
to  accrue  on  the  Redemption  Date;  (vii) a date not earlier than the 40th
Trading Day and not later than the 50th Trading Day following the consummation
of  such  Disposition  on  which  shares  of Media Stock shall be selected for
redemption  pursuant  to  such  Media Group Disposition Redemption; (viii) the
anticipated  date  of such Media Group Disposition Redemption (which shall not
be  more than 85 Trading Days following the consummation of such Disposition);
(ix)  the  type  of  property  in which the redemption price for the shares of
Media  Stock  to  be  redeemed  is  to  be  paid; (x) the Net Proceeds of such
Disposition;  (xi)  the Outstanding Media Fraction; (xii) the number of shares
of  Media Stock outstanding and, to the extent determinable on the 3rd Trading
Date  prior  to  the  date of such notice, the number of shares of Media Stock
into  or  for  which  outstanding Convertible Securities are then convertible,
exchangeable  or  exercisable  and  the conversion, exchange or exercise price
thereof,  including  the  number  of  outstanding  shares of this Series and a
description  of the manner in which the Conversion Price will be determined in
accordance with the Certificate; (xiii) that a holder of shares of this Series
shall  be eligible to participate in such selection for redemption pursuant to
such  Media  Group  Disposition  Redemption  in  lieu  of participating in the
redemption of shares of this Series only if such holder properly converts such
shares  of  this Series on or prior to the date referred to in clause (vii) of
this  sentence  and  that shares of this Series shall not be convertible after
such  date; and (xiv) a statement that the Corporation will not be required to
register  a  transfer  of any shares of Media Stock for a period of 15 Trading
Days  next  preceding  the  date referred to in clause (vii) of this sentence.

     (f)    If  the  Corporation  determines  to  effect a Media Group Special
Dividend,  the  Corporation shall, not later than the 45th Trading Day and not
earlier  than  the  60th  Trading  day  prior  to  the date of payment of such
dividend,  cause  notice  to  be  filed  with transfer agent or agent for this
Series  and  given  to  each  record  holder of shares of this Series, setting
forth:    (i)  the  anticipated  Redemption  Date  (which,  pursuant  to  the
penultimate  sentence  of  Section  4.1(b),  shall  be  the  same  as the date
specified  in  clause  (viii)  below);  (ii)  that  all  shares of this Series
outstanding on the Redemption Date shall be redeemed by the Corporation; (iii)
the  Redemption  Price;  (iv) that the redemption of the shares of this Series
shall be conditioned upon the payment of the Media Group Special Dividend; (v)
the  place  or  places  where certificates for shares of this Series, properly
endorsed  or  assigned  for  transfer  (unless  the  Corporation  waives  such
requirement),  are to be surrendered for payment of the Redemption Price; (vi)
that  dividends  on  the  shares  to  be  redeemed will cease to accrue on the
Redemption  Date; (vii) the record date for determining holders of Media Stock
entitled  to  receive  the  Media  Group  Special Dividend, which shall be not
earlier  than  the  20th  Trading  Day  prior  to  the date of payment of such
dividend;  (viii)  the  anticipated date of payment of the Media Group Special
Dividend;  (ix) the type of property to be paid as such dividend in respect of
the  outstanding  shares of Media Stock; (x) the Outstanding Media Fraction on
the  date of such notice; (xi) the number of outstanding shares of Media Stock
and,  to  the extent determinable on the 3rd Trading Date prior to the date of
such notice, the number of shares of Media Stock into or for which outstanding
Convertible  Securities  are then convertible, exchangeable or exercisable and
the  conversion,  exchange  or exercise price thereof, including the number of
outstanding shares of this Series and a description of the manner in which the
Conversion  Price  will  be determined in accordance with the Certificate; and
(xii) that a holder of shares of this Series shall be entitled to receive such
dividend in lieu of the Redemption Price only if such holder properly converts
such shares on or prior to the record date referred to in clause (vii) of this
sentence  and  that  shares of this Series shall not be convertible after such
record  date.

     (g)  If the Corporation or any of its subsidiaries determines to effect a
Media  Group  Tender  or Exchange Offer, the Corporation shall, on the date of
the  public  announcement  of  such  tender  offer  or  exchange  offer by the
Corporation  or  any  of  its subsidiaries but in any event not later than the
35th  Trading  Day prior to such redemption, cause notice to be filed with the
transfer  agent  or  agent  for this Series and given to each record holder of
shares  of  this  Series,  setting forth:  (i) the anticipated Redemption Date
(which,  pursuant  to the penultimate sentence of Section 4.1(b), shall be the
same  as  the  date  specified in clause (vii) below); (ii) that all shares of
this  Series  outstanding  on  the  Redemption  Date  shall be redeemed by the
Corporation; (iii) the Redemption Price; (iv) that the redemption of shares of
this  Series  shall  be  conditioned  upon the consummation of the Media Group
Tender  or  Exchange  Offer;  (v)  the  place or places where certificates for
shares  of this Series, properly endorsed or assigned for transfer (unless the
Corporation waives such requirement), are to be surrendered for payment of the
Redemption  Price; (vi) that dividends on the shares to be redeemed will cease
to  accrue  on the Redemption Date; (vii) the anticipated date of consummation
of such Media Group Tender or Exchange Offer; (viii) the type of consideration
to  be  paid  by  the Corporation or its subsidiary in such Media Group Tender
Offer or Exchange Offer for shares of Media Stock; (ix) the date on which such
Media  Group  Tender or Exchange Offer commenced, the date on which such Media
Group  Tender or Exchange Offer is scheduled to expire unless extended and any
other material terms thereof (or the material terms of any amendment thereto);
(x) the Outstanding Media Fraction on the date of such notice; (xi) the number
of  outstanding  shares  of Media Stock and, to the extent determinable on the
3rd  Trading  Date  prior  to the date of such notice, the number of shares of
Media Stock into or for which such outstanding Convertible Securities are then
convertible,  exchangeable  or  exercisable  and  the  conversion, exchange or
exercise  price  thereof,  including  the number of outstanding shares of this
Series  and  a  description  of  the  manner  in  which the Conversion will be
determined  in  accordance  with  the  Certificate; and (xii) that a holder of
shares  of  this  Series  shall  be entitled to participate in the Media Group
Tender  or  Exchange  Offer  in lieu of participating in the redemption of the
shares  of  this  Series  only if such holder properly converts such shares of
this  Series  on  or  prior  to the Redemption Date and then complies with the
terms and conditions of the Media Group Tender or Exchange Offer and that such
holder  shall  be  permitted  to tender or exchange shares of Media Stock upon
conversion  of  shares of this Series by notice of guaranteed delivery so long
as  physical  certificates  are tendered as soon as practicable after physical
receipt  thereof.

     (h)    In  the  event  the Corporation shall redeem shares of this Series
pursuant  to  Section  4.1(d), notice of such redemption shall be given by the
Corporation  at  a time, and such notice shall contain information, comparable
to  the  time or information, as the case may be, specified in Sections 4.3(b)
through  (g)  with  respect  to  a  notice of a redemption pursuant to Section
4.1(b)  resulting  from  a  substantially  similar  Media Group Special Event.

     4.4   If notice of redemption shall have been given by the Corporation as
provided  in Section 4.3, from and after the Redemption Date, dividends on the
shares  of  this  Series  so called for redemption shall cease to accrue, such
shares  shall  no  longer  be  deemed to be outstanding, and all rights of the
holders  thereof  as stockholders of the Corporation with respect to shares so
called  for  redemption (except, the right to receive from the Corporation the
Redemption Price without interest) shall cease (including any right to receive
dividends  otherwise  payable  on  any  Dividend  Payment Date that would have
occurred  after  the  Redemption Date), unless (a) the Corporation defaults in
the  payment of the Redemption Price, (b) in the case of a redemption pursuant
to  Section  4.1(a),  the  Corporation  exercises  its  right  to rescind such
redemption  pursuant  to  Section  4.5,  or  (c)  in  the case of a redemption
pursuant  to Section 4.1(b) or 4.1(d), the conditions to such redemption shall
not  have been satisfied, in which case such rights shall not terminate at the
close  of  business  on  such  date.    On  or before the Redemption Date, the
Corporation  shall  deposit with a bank or trust company doing business in New
York,  as  paying  agent,  money sufficient to pay the Redemption Price on the
Redemption  Date,  in  trust, with irrevocable instructions that such money be
applied  to the redemption of shares of this Series so called for redemption. 
Any  money so deposited with any such paying agent which shall not be required
for  such  redemption  because  of  the  exercise  of any right of conversion,
rescission  or otherwise (including if the conditions to a redemption pursuant
to  Section  4.1(b)  or  4.1(d)  are  not  satisfied) shall be returned to the
Corporation  forthwith.    Upon  surrender  (in  accordance with the notice of
redemption)  of  the certificate or certificates for any shares of this Series
to  be  so  redeemed  (properly  endorsed  or  assigned  for  transfer, if the
Corporation  shall  so  require and the notice of redemption  shall so state),
such  shares  shall  be  redeemed  by  the Corporation at the Redemption Price
(unless,  in  the  case  of  a  redemption  pursuant  to  Section  4.1(a), the
Corporation  shall  have  exercised  its  right  to  rescind  such redemption 
pursuant  to  Section  4.5 or, in the case of a redemption pursuant to Section
4.1(b)  or  4.1(d),  the  conditions  to  such  redemption shall not have been
satisfied).    In  case  fewer  than  all  the  shares represented by any such
certificate are to be redeemed, a new certificate shall be issued representing
the  unredeemed  shares  (or  fractions  thereof  as provided in Section 7.4),
without  cost  to the holder thereof.  Subject to applicable escheat laws, any
moneys  so  set  aside  by the Corporation and unclaimed at the end of two (2)
years  from  the  Redemption  Date  shall  revert  to the general funds of the
Corporation,  after  which  reversion the holders of such shares so called for
redemption  shall  look  only  to  the  Corporation  for  the  payment  of the
Redemption  Price,  without  interest.    Any interest accrued on any funds so
deposited  shall  be paid to the Corporation from time to time upon request of
the  Corporation.

     4.5      If  notice of redemption pursuant to Section 4.1(a)or 4.1(c)(ii)
shall  have  been  given by the Corporation pursuant to Section 4.3(a), in the
event  that  a  Redemption  Rescission Event shall occur following the date of
such  notice  but  at or prior to the Redemption Date, the Corporation may, at
its sole option, at any time prior to the earlier of (a) the close of business
on  that  day  which  is  five  (5)  Trading  Days  following  such Redemption
Rescission  Event  and  (b)  the  Redemption  Date, rescind such redemption by
making a public announcement of such rescission (the date on which such public
announcement  shall  have  been  made  being  hereinafter  referred  to as the
"Rescission  Date").    The  Corporation  shall  be  deemed  to have made such
announcement  if  it  shall  issue a release to the Dow Jones News Service and
Reuters  Information  Services  or  any successor news wire service.  From and
after  the  making  of  such  announcement,  the  Corporation  shall  have  no
obligation  to  effect such redemption or to pay the Redemption Price therefor
and  all  rights  of  holders of shares of this Series shall be restored as if
notice of redemption had not been given.  The Corporation shall give notice of
any  such  rescission by first-class mail, postage prepaid, mailed as promptly
as  practicable, but in no event later than the close of business on that date
which  is  five  (5) Trading Days following the Rescission Date to each record
holder  of  shares  of  this Series at the close of business on the Rescission
Date  and  to any other Person or entity that was a record holder of shares of
this  Series  and  that  shall  have  surrendered  shares  of  this Series for
conversion  following  the  giving  of  notice  of  the subsequently rescinded
redemption.    Each  notice of rescission shall (i) state that such redemption
has been rescinded, (ii) state that any Converting Holder shall be entitled to
rescind  the  conversion  of  shares of this Series surrendered for conversion
following the day on which notice of such redemption was given but on or prior
to  the  later of (A) the close of business on the Trading Day next succeeding
the  date  on  which  public announcement of the rescission of such redemption
shall  have  been  made  and  (B)  the  date  which  is three (3) Trading Days
following  the  mailing  of  the  Corporation's notice of rescission, (iii) be
accompanied  by  a  form  prescribed  by  the  Corporation  to  be used by any
Converting  Holder  rescinding  the  conversion  of  shares so surrendered for
conversion  (and  instructions  for  the completion and delivery of such form,
including  instructions  with  respect  to  payments  that  may be required to
accompany  such  delivery  in accordance with Section 3.5) and (iv) state that
such  form must be properly completed and received by the Corporation no later
than  the  close of business on a date that shall be fifteen (15) Trading Days
following  the  date  of  the  mailing  of  such  notice  of  rescission.

     5.    Voting.    The  shares of this Series shall have no voting rights
except  as  required  by  law  or  as  set  forth  below.

     5.1    So  long as any shares of this Series remain outstanding, unless a
greater  percentage  shall then be required by law, the Corporation shall not,
without  the  affirmative  vote  at  a  meeting or the written consent with or
without  a  meeting  of  the  holders of shares of this Series representing at
least  a  majority of the shares of this Series then outstanding (a) authorize
any  Senior  Stock  or  reclassify  any Junior Stock or Parity Stock as Senior
Stock,  or (b) amend, alter or repeal any of the provisions of the Certificate
or  the Certificate of Incorporation, so as in any such case to materially and
adversely  affect  the  voting powers, designations, preferences and relative,
participating,  optional  or  other  special  rights,  and  qualifications,
limitations  or  restrictions  of  the  shares  of  this  Series;  provided,
however,  that  an  amendment  which effects a split of this Series or which
effects  a  combination  of  the  shares of this Series into a fewer number of
Shares  shall  not  be  deemed  to  have  any  such  material  adverse effect.

     5.2    No  vote  or  consent of holders of shares of this Series shall be
required  for  (a)  the  creation  of  any  indebtedness  of  any  kind of the
Corporation,  (b)  the  authorization or issuance of any class of Junior Stock
(including  any  class or series of common stock of the Corporation) or Parity
Stock,  (c) the authorization, designation or issuance of additional shares of
Series  E  Stock  or  (iv)  subject  to  Section  5.1(a), the authorization or
issuance  of  any  other  shares  of  Preferred  Stock.

     6.    Liquidation  Rights.

     6.1   Upon the dissolution, liquidation or winding up of the Corporation,
whether  voluntary  or  involuntary,  the holders of the shares of this Series
shall  be  entitled  to receive out of the assets of the Corporation available
for  distribution to stockholders, in preference to the holders of, and before
any  payment  of  distribution shall be made on, Junior Stock, the Liquidation
Value  in  effect at such time, plus an amount equal to all accrued and unpaid
dividends  to  the  date  of  final  distribution.

     6.2    The Liquidation Value shall initially be equal to $50 per share of
Series  E  Stock.    The Liquidation Value shall be subject to adjustment from
time  to  time to appropriately give effect to any split or combination of the
shares  of  this  Series.

     6.3  Neither the sale, exchange or other  conveyance (for cash, shares of
stock,  securities  or  other  consideration)  of all or substantially all the
property  and assets of the Corporation nor the merger or consolidation of the
Corporation into or with any other corporation, or the merger or consolidation
of any other corporation into or with the Corporation, shall be deemed to be a
dissolution,  liquidation  or  winding  up,  voluntary or involuntary, for the
purposes  of  this  Section  6.

     6.4    After  the  payment to the holders of the shares of this Series of
full  preferential amounts provided for in this Section 6, the holders of this
Series  as such shall have no right or claim to any of the remaining assets of
the  Corporation.

     6.5    In  the  event  the  assets  of  the  Corporation  available  for
distribution  to  the  holders  of shares of this Series upon any dissolution,
liquidation  or  winding  up  of  the  Corporation,  whether  voluntary  or
involuntary,  shall  be  insufficient to pay in full all amounts to which such
holders  are  entitled  pursuant to Section 6.1, no such distribution shall be
made  on  account  of  any  shares  of any Parity Stock upon such dissolution,
liquidation  or  winding up unless proportionate distributive amounts shall be
paid  on  account  of the shares of this Series, ratably, in proportion to the
full  distributable amounts for which holders of all Parity Stock are entitled
upon  such  dissolution,  liquidation  or  winding  up.

     7.    Other  Provisions.

     7.1    All  notices from the Corporation to the holders shall be given by
first  class mail, postage prepaid, to the holders of shares of this Series at
their  last address as it shall appear on the stock register.  With respect to
any  notice  to  a  holder  of  shares  of this Series required to be provided
hereunder,  neither  failure to mail such notice, nor any defect therein or in
the  mailing  thereof,  shall  affect  the  sufficiency  of  the notice or the
validity  of the proceedings referred to in such notice or affect the legality
or  validity  of  any  distribution,  right,  warrant,  reclassification,
consolidation,  merger,  conveyance,  transfer,  dissolution,  liquidation  or
winding  up, or the vote upon any such action.  Any notice which was mailed in
the  manner  herein  provided shall be conclusively presumed to have been duly
given  whether  or  not  the  holder  receives  the  notice.

     7.2  All notices and other communications from a holder of shares of this
Series  shall  be  deemed  given  if delivered personally or sent by overnight
courier  (providing  proof  of  delivery)  to the Corporation at the following
address (or at such other address as the Corporation shall specify in a notice
pursuant  to Section 7.1):  U S WEST, Inc., 7800 East Orchard Road, Englewood,
Colorado  80111,  Attention:    General  Counsel.

     7.3    Any  shares  of  this  Series which have been converted, redeemed,
exchanged  or  otherwise  acquired  by  the  Corporation  shall,  after  such
conversion,  redemption,  exchange  or  acquisition,  as  the  case may be, be
retired  and  promptly canceled and the Corporation shall take all appropriate
action  to  cause  such shares to obtain the status of authorized but unissued
shares of Preferred Stock, without designation as to series, until such shares
are  once  more  designated  as  part  of  a particular series by the Board of
Directors.  The Corporation may cause a certificate setting forth a resolution
adopted  by  the Board of Directors that none of the authorized shares of this
Series are outstanding to be filed with the Secretary of State of the State of
Delaware.  When such certificate becomes effective, all references to Series E
Stock shall be eliminated from the Certificate of Incorporation and the shares
of  Preferred  Stock designated hereby as Series E Stock shall have the status
of  authorized  and  unissued shares of Preferred Stock and may be reissued as
part  of  any  new  series  of  Preferred Stock to be created by resolution or
resolutions  of  the  Board  of  Directors.

     7.4    The  shares of this Series shall be issuable in whole shares or in
any  fraction  of  a  whole  share  or any integral multiple of such fraction.

     7.5    The  Corporation shall, to the fullest extent permitted by law, be
entitled  to  recognize  the  exclusive  right  of  a Person registered on its
records  as  the holder of shares of this Series, and such record holder shall
be  deemed  the  holder  of  such  shares  for  all  purposes.

     7.6   All notice periods referred to in the Certificate shall commence on
the  date  of  the  mailing  of  the  applicable  notice.

     7.7    Subject to applicable law, any determinations made in the exercise
of  the  good  faith  business  judgment  of  the Board of Directors under any
provision of the Certificate shall be final and binding on all stockholders of
the  Corporation,  including  the  holders  of  shares  of  this  Series.

     7.8    Certificates  for shares of this Series shall bear such legends as
the  Corporation  shall  from  time  to  time  deem  appropriate.


     IN  WITNESS  WHEREOF,  U  S  WEST, INC. has caused this certificate to be
signed  and  attested  this  30th  day  of  June,  1997.

     U  S  WEST,  INC.



     By:            /s/  FRANK  M.  EICHLER
   Name:    Frank  M.  Eichler
   Title:      Vice  President  -  Public  Policy  and
                 Regulatory  Law  and  President-
                 Corporate  Development