Exhibit 3.(i)(i)


                            CERTIFICATE OF AMENDMENT
                    OF THE CERTIFICATE OF THE VOTING POWERS,
         DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL
                                OR OTHER SPECIAL
                     RIGHTS AND QUALIFICATIONS, LIMITATIONS
                           OR RESTRICTIONS THEREOF, OF
                           SERIES LMCN-V COMMON STOCK

                                       OF

                                TIME WARNER INC.

                               --------------------


                     Pursuant to Section 242 of the General
                    Corporation Law of the State of Delaware

                               --------------------


            Time Warner Inc., a  corporation  organized  and existing  under the
General Corporation Law of the State of Delaware (formerly named "TW Inc.") (the
"Corporation"), does hereby certify:

            A.  That  a  Certificate   of  the  Voting   Powers,   Designations,
Preferences  and Relative,  Participating,  Optional or other Special Rights and
Qualifications,  Limitations or Restrictions thereof of the Corporation's Series
LMCN-V  Common  Stock  (the "Old  Certificate")  was filed in the  office of the
Secretary of State of the State of Delaware on October 10, 1996.

            B. That the amendment set forth in this Certificate of Amendment has
been duly adopted in accordance with Section 242 of the General  Corporation Law
of the State of Delaware (the "DGCL").

            C.  That  the  Old  Certificate  is  hereby  amended  to read in its
entirety as follows:

            The series of Series Common Stock hereby  established  shall consist
of 140,000,000  shares  designated as Series LMCN-V Common Stock.  The number of
shares constituting such series may be increased or decreased (but not below the
number  of  shares  then  outstanding)  from  time to time  by a  resolution  or
resolutions of the Board of Directors of the Corporation.


<PAGE>


          1.  Definitions.  As used herein,  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 such  Person,  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  LMCN-V  Common Stock filed with the Secretary of State of the State
     of Delaware  pursuant to Section 151 of the DGCL,  as amended  from time to
     time.

          1.4 "Charter  Amendment" shall mean the amendment to the Corporation's
     Restated  Certificate of Incorporation to increase the number of authorized
     shares of the Series Common Stock from 200,000,000 to 600,000,000.

          1.5 "Closing  Price" of the Common Stock shall mean the last  reported
     sale price of the Common Stock (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 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 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.

                                       2
<PAGE>


          1.6 "Common  Stock"  shall mean the class of Common  Stock,  par value
     $.01 per share, of the  Corporation,  or any other class of stock resulting
     from (x)  successive  changes or  reclassifications  of such  Common  Stock
     consisting of changes in par value, or from par value to no par value,  (y)
     a  subdivision  or  combination  or (z) any  other  changes  for  which  an
     adjustment  is  made  under  Section  2.4(a),   together  with  any  rights
     associated generally with the shares of Common Stock.

          1.7  "Communications  Laws" shall mean the  Communications Act of 1934
     (as amended and supplemented from time to time and any successor statute or
     statutes  regulating   telecommunications  companies)  and  the  rules  and
     regulations (and  interpretations  thereof and determinations  with respect
     thereto)  promulgated,  issued or adopted  from time to time by the Federal
     Communications   Commission   (the  "FCC").   All   references   herein  to
     Communications  Laws shall  include as of any relevant date in question the
     Communications  Laws as then in effect (including any Communications Law or
     part thereof the  effectiveness of which is then stayed or promulgated with
     a delayed effective date).

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

          1.9 "Corporation" shall mean Time Warner Inc., a Delaware corporation,
     and any of its  successors  by  operation  of law,  including  by merger or
     consolidation.

          1.10  "DGCL"  shall mean the General  Corporation  Law of the State of
     Delaware, as amended from time to time.

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

          1.12 "Formula Number" shall have the meaning set forth in Section 2.1.

          1.13 "LMC  Agreement"  shall mean the Second  Amended and Restated LMC
     Agreement  dated as of  September  22, 1995,  among a Delaware  corporation
     known on such date as "Time Warner Inc.",  the  Corporation,  Liberty Media
     Corporation,   a  Delaware   corporation   ("LMC   Parent"),   and  certain
     subsidiaries of LMC Parent listed under "Subsidiaries of LMC Parent" on the
     signature pages thereto, as amended by Amendment No. 1 dated as of June 24,
     1997, Amendment No. 2 dated as of May 25, 1999, and as further amended from
     time to time.

          1.14 "NASDAQ" shall mean The Nasdaq Stock Market.

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

                                       3
<PAGE>


          1.16  "Parity  Stock"  shall mean shares of Common Stock and shares of
     any other class or series of Capital Stock of the Corporation  that, 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 shares of this
     Series in the payment of dividends in  accordance  with the sums that 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 in liquidation are
     not paid in full,  be  entitled  to share  ratably  with the shares of this
     Series in any  distribution  of assets  other than by way of  dividends  in
     accordance with the sums that would be payable in such  distribution if all
     sums payable were discharged in full.

          1.17 "Permitted Transferee" shall mean any Liberty Party, as such term
     is defined in the LMC Agreement.

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

          1.19 "Preferred  Stock" shall mean the class of Preferred  Stock,  par
     value $.10 per share, of the Corporation.

          1 1.20 "Record Date" shall have the meaning set forth in Section 2.1.

          1.21  "Senior  Stock"  shall  mean  shares  of any  class or series of
     Capital Stock of the  Corporation  that, 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  shares of this  Series in  respect  of the right to  receive
     dividends or to participate in any distribution of assets other than by way
     of dividends.

          1.22  "Series  Common  Stock"  shall  mean the class of Series  Common
     Stock, par value $.01 per share, of the Corporation.

                                       4
<PAGE>


          1.23 "Series LMC Common  Stock" shall mean the series of Series Common
     Stock authorized and designated as Series LMC Common Stock.

          1.24 "Series  LMCN-V  Common  Stock" and "this  Series" shall mean the
     series of Series Common Stock  authorized  and  designated as Series LMCN-V
     Common Stock.

          1.25  "Trading  Day" shall mean, so long as the Common Stock 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 Common Stock is not listed or admitted
     to trading on the NYSE, a day on which the  principal  national  securities
     exchange on which the Common Stock is listed is open for the transaction of
     business,  or, if the Common Stock is not so listed or admitted for trading
     on any national  securities  exchange,  a day on which the National  Market
     System of NASDAQ is open for the transaction of business.


          2. Dividends.

          2.1 The holders of shares of this Series  shall be entitled to receive
     dividends,  out of funds legally available therefor,  payable on such dates
     as may be set by the Board of  Directors  for payment of cash  dividends on
     the Common  Stock  (each such date being  referred to herein as a "Dividend
     Payment Date"), in cash, in an amount per share equal to the product of (i)
     the Formula Number in effect as of such Dividend Payment Date multiplied by
     (ii) the amount of the regularly  scheduled cash dividend to be paid on one
     share of Common Stock on such  Dividend  Payment Date;  provided,  however,
     dividends  on the shares of this Series  shall be payable  pursuant to this
     Section 2.1 only to the extent that regularly  scheduled cash dividends are
     declared and paid on the Common Stock. As used herein, the "Formula Number"
     shall  initially  be  1.0000,  which  shall be  adjusted  from time to time
     pursuant to Section 2.4. The dividends payable on any Dividend Payment Date
     shall be paid to the  holders  of record  of  shares of this  Series at the
     close of business on the record  date for the related  regularly  scheduled
     cash dividend on the Common Stock (each such date being  referred to herein
     as a "Record  Date").  The amount of dividends that are paid to each holder
     of record on any  Dividend  Payment  Date shall be  rounded to the  nearest
     cent.


                                       5
<PAGE>


          2.2 In case the Corporation shall at any time distribute (other than a
     distribution   in  liquidation  of  the   Corporation   and  other  than  a
     distribution  of  Common  Stock as a result of which an  adjustment  to the
     Formula Number is made pursuant to Section 2.4 or in connection  with which
     a dividend  of shares of this  Series is paid in  accordance  with  Section
     2.4(e))  to the  holders  of its  shares  of  Common  Stock  any  assets or
     property,   including  evidences  of  indebtedness  or  securities  of  the
     Corporation or of any other Person  (including common stock of such Person)
     or cash (but excluding regularly scheduled cash dividends payable on shares
     of Common Stock),  or in case the Corporation  shall at any time distribute
     (other than a  distribution  in  liquidation  of the  Corporation)  to such
     holders rights,  options or warrants to subscribe for or purchase shares of
     Common Stock (including shares held in the treasury of the Corporation), or
     rights, options or warrants to subscribe for or purchase any other security
     or rights,  options or warrants to subscribe  for or purchase any assets or
     property (in each case, whether of the Corporation or otherwise,  but other
     than any  distribution of rights to purchase  securities of the Corporation
     if the holder of shares of this  Series  would  otherwise  be  entitled  to
     receive  such  rights upon  conversion  of shares of this Series for Common
     Stock  pursuant to Section 3,  provided,  however,  that if such rights are
     subsequently redeemed by the Corporation,  such redemption shall be treated
     for  purposes of this Section 2.2 as a cash  dividend  (but not a regularly
     scheduled  cash  dividend)  on the Common  Stock),  the  Corporation  shall
     simultaneously  distribute  such  assets,  property,   securities,  rights,
     options or  warrants  to the holders of shares of this Series on the record
     date  fixed for  determining  the  holders  of  Common  Stock  entitled  to
     participate  in such  distribution  (or,  if no such  record  date shall be
     established,  the  effective  time  thereof) in an amount per share of this
     Series  equal to the amount that a holder of one share of this Series would
     have been entitled to receive had such share of this Series been  converted
     into Common  Stock  immediately  prior to such  record  date (or  effective
     time).  In the event of a distribution  to holders of shares of this Series
     pursuant to this  Section 2.2,  such  holders  shall be entitled to receive
     fractional  shares or  interests  only to the extent that holders of Common
     Stock are  entitled  to  receive  the same.  The  holders of shares of this
     Series on the applicable  record date (or effective time) shall be entitled
     to  receive  in  lieu of such  fractional  shares  or  interests  the  same
     consideration  as is  payable  to  holders  of Common  Stock  with  respect
     thereto.  If there are no fractional shares or interests payable to holders
     of Common  Stock,  the holders of shares of this  Series on the  applicable
     record date (or effective  time) shall  receive in lieu of such  fractional
     shares or interests  the fair value  thereof as  determined by the Board of
     Directors.

                                       6
<PAGE>


          2.3 In the event that the holders of Common Stock are entitled to make
     any  election  with  respect to the kind or amount of  securities  or other
     property  receivable by them in any distribution that is subject to Section
     2.2,  the kind and amount of  securities  or other  property  that shall be
     distributable to the holders of shares of this Series shall be based on (i)
     the election, if any, made by the holder of record (as of the date used for
     determining  the holders of Common Stock entitled to make such election) of
     the largest  number of shares of this Series in writing to the  Corporation
     on or prior to the last  date on which a holder  of  Common  Stock may make
     such an election or (ii) if no such  election is timely made, an assumption
     that such holder failed to exercise any such rights  (provided  that if the
     kind or amount of  securities  or other  property  is not the same for each
     nonelecting  holder,  then the  kind  and  amount  of  securities  or other
     property  receivable  by holders of shares of this Series shall be based on
     the  kind or  amount  of  securities  or  other  property  receivable  by a
     plurality of the shares held by the  nonelecting  holders of Common Stock).
     Concurrently  with the mailing to holders of Common  Stock of any  document
     pursuant to which such holders may make an election of the type referred to
     in this  Section  2.3,  the  Corporation  shall mail a copy  thereof to the
     holders  of  record  of  shares  of this  Series  as of the  date  used for
     determining the holders of record of Common Stock entitled to such mailing,
     which  document  shall be used by the  holders  of record of shares of this
     Series to make such an election.

          2.4 The Formula Number shall be adjusted from time to time as follows,
     whether  or  not  any  shares  of  this  Series  have  been  issued  by the
     Corporation, for events occurring after December 31, 1998:

                                       7
<PAGE>


                  (a) In case the Corporation shall (i) pay a dividend in shares
      of its Common Stock,  (ii) combine its outstanding  shares of Common Stock
      into a smaller number of shares, (iii) subdivide its outstanding shares of
      Common  Stock  or  (iv)  reclassify  (other  than  by way of a  merger  or
      consolidation  that is subject to Section 3.6) its shares of Common Stock,
      then the Formula Number in effect  immediately  before such event shall be
      appropriately  adjusted  so that  immediately  following  such  event  the
      holders  of  shares of this  Series  shall be  entitled  to  receive  upon
      conversion  thereof the kind and amount of shares of Capital  Stock of the
      Corporation that they would have owned or been entitled to receive upon or
      by reason of such event if such shares of this  Series had been  converted
      immediately  before the record date (or, if no record date,  the effective
      date) for such event (it being understood that any distribution of cash or
      Capital   Stock  (other  than  Common   Stock)  that  shall   accompany  a
      reclassification  of the Common  Stock,  shall be  subject to Section  2.2
      rather than this Section  2.4(a)).  An  adjustment  made  pursuant to this
      Section 2.4(a) shall become effective retroactively  immediately after the
      record date in the case of a dividend  or  distribution  and shall  become
      effective  retroactively  immediately after the effective date in the case
      of a  subdivision,  combination or  reclassification.  For the purposes of
      this  Section  2.4(a),  in the event that the holders of Common  Stock are
      entitled  to make any  election  with  respect  to the kind or  amount  of
      securities  receivable by them in any transaction  that is subject to this
      Section  2.4(a)  (including  any  election  that would  result in all or a
      portion of the transaction  becoming subject to Section 2.2), the kind and
      amount of securities that shall be  distributable to the holders of shares
      of this Series  shall be based on (i) the  election,  if any,  made by the
      holder  of record  (as of the date used for  determining  the  holders  of
      Common  Stock  entitled to make such  election)  of the largest  number of
      shares of this  Series in  writing to the  Corporation  on or prior to the
      last date on which a holder of Common  Stock may make such an  election or
      (ii) if no such election is timely made,  an  assumption  that such holder
      failed to exercise any such rights (provided that if the kind or amount of
      securities is not the same for each nonelecting  holder, then the kind and
      amount of  securities  receivable  shall be based on the kind or amount of
      securities  receivable  by a plurality  of  nonelecting  holders of Common
      Stock).  Concurrently  with the mailing to holders of Common  Stock of any
      document  pursuant to which such  holders may make an election of the type
      referred to in this  Section  2.4(a),  the  Corporation  shall mail a copy
      thereof to the  holders of record of shares of this  Series as of the date
      used for  determining  the holders of record of Common  Stock  entitled to
      such  mailing,  which  document  shall be used by the holders of record of
      shares of this Series to make such an election.

                                       8
<PAGE>


                  (b) The Corporation  shall be entitled to make such additional
      adjustments  in the  Formula  Number,  in  addition  to those  required by
      Section  2.4(a)  as  shall be  necessary  in order  that any  dividend  or
      distribution  in  Common  Stock or any  subdivision,  reclassification  or
      combination  of shares of Common  Stock  referred  to above,  shall not be
      taxable to the holders of Common Stock for United  States  Federal  income
      tax  purposes,  so long as such  additional  adjustments  pursuant to this
      Section 2.4(b) do not decrease the Formula Number.

                  (c) All calculations  under this Section 2 and Section 3 shall
      be made to the nearest cent,  one-hundredth  of a share or, in the case of
      the Formula  Number,  one  hundred-thousandth.  Notwithstanding  any other
      provision of this Section  2.4, the  Corporation  shall not be required to
      make any  adjustment of the Formula  Number unless such  adjustment  would
      require  an  increase  or  decrease  of at least one  percent  (1%) of the
      Formula Number.  Any lesser  adjustment shall be carried forward and shall
      be made at the time of and together  with the next  subsequent  adjustment
      that,  together with any  adjustment or  adjustments  so carried  forward,
      shall  amount to an increase  or decrease of at least one percent  (1%) of
      the Formula Number.  Any adjustments  under this Section 2.4 shall be made
      successively whenever an event requiring such an adjustment occurs.

                  (d)  Promptly  after an  adjustment  in the Formula  Number is
      required,  the  Corporation  shall provide  written  notice to each of the
      holders of shares of this  Series,  which  notice shall state the adjusted
      Formula Number.

                  (e)  Notwithstanding  anything to the contrary in this Section
      2.4 or the Certificate, if the Corporation pays a dividend with respect to
      its  outstanding  Common Stock in the form of additional  shares of Common
      Stock, then:

                  (i) the  Corporation  may pay a dividend  with  respect to the
            outstanding  shares of this Series in the form of additional  shares
            of this  Series,  payable at the same time with the same record date
            and in the same  ratio as the  dividend  with  respect to the Common
            Stock (including treatment of fractional shares);

                  (ii)  if  the  Corporation  elects  to  pay  the  dividend  in
            accordance  with  clause  (i)  above,  the  Corporation  shall pay a
            dividend with respect to the outstanding  shares,  if any, of Series
            LMC  Common  Stock in the form of  additional  shares of Series  LMC
            Common Stock, payable at the same time with the same record date and
            in the same ratio as the  dividend  with respect to the Common Stock
            (including treatment of fractional shares); and

                                       9
<PAGE>


                  (iii) if the Corporation  pays the dividend in accordance with
            clauses (i) and (ii) above, there shall not be any adjustment to the
            Formula Number by reason of such dividend with respect to the Common
            Stock.

                  (f)  If  a  distribution   is  made  in  accordance  with  the
      provisions  of Section  2.2,  anything in this Section 2.4 to the contrary
      notwithstanding,  no  adjustment  pursuant  to this  Section  2.4 shall be
      effected  by  reason  of  the  distribution  of  such  assets,   property,
      securities,  rights,  options or warrants or the subsequent  modification,
      exercise, expiration or termination of such securities, rights, options or
      warrants.


          3. Conversion at the Option of the Holder.

          3.1 Each holder of a share of this Series  shall have the right at any
     time to convert  such share of this  Series  into  either:  (i) a number of
     shares of Common Stock per share of this Series equal to the Formula Number
     in effect on the  Conversion  Date or (ii) one share of Series  LMC  Common
     Stock per share of this  Series;  provided,  however,  that such holder may
     convert shares of this Series only to the extent that the ownership by such
     holder or its  designee of the shares of Common  Stock or Series LMC Common
     Stock issuable upon such  conversion  would not violate the  Communications
     Laws.

          3.2 No  adjustments  in respect of payments of  dividends on shares of
     this Series  surrendered for conversion or any dividend on the Common Stock
     or Series LMC Common  Stock issued upon  conversion  shall be made upon the
     conversion  of any shares of this Series (it being  understood  that if the
     Conversion  Date for shares of this Series occurs after the Record Date and
     prior to the  Dividend  Payment Date of any such  dividend,  the holders of
     record of shares of this  Series on such  Record  Date shall be entitled to
     receive the  dividend  payable  with  respect to such shares on the related
     Dividend Payment Date pursuant to Section 2.1).

                                       10
<PAGE>


          3.3 The  Corporation  may, but shall not be required to, in connection
     with any  conversion  of shares of this Series into shares of Common Stock,
     issue a fraction of a share of Common Stock,  and if the Corporation  shall
     determine not to issue any such fraction, the Corporation shall make a cash
     payment (rounded to the nearest cent) equal to such fraction  multiplied by
     the Closing  Price of the Common Stock on the last Trading Day prior to the
     Conversion  Date.  The  Corporation  shall  issue a fraction  of a share of
     Series LMC Common Stock in order to effect a conversion  of a fraction of a
     share of this Series into Series LMC Common Stock.

          3.4 Any  holder of shares of this  Series  electing  to  convert  such
     shares into Common  Stock or Series LMC Common  Stock shall  surrender  the
     certificate  or  certificates  for such shares at the  principal  executive
     office of the  Corporation  (or at such other place 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,  which notice shall state whether the shares of this
     Series  delivered for  conversion  shall be converted into shares of Common
     Stock or shares of Series  LMC Common  Stock.  If any such  certificate  or
     certificates  shall have been lost, stolen or destroyed,  the holder shall,
     in lieu of delivering  such  certificate  or  certificates,  deliver to the
     Corporation  (or such other place) an  indemnification  agreement  and bond
     satisfactory  to  the  Corporation.  The  Corporation  shall,  as  soon  as
     practicable (subject to Section 3.8) after such deposit of certificates for
     shares of this  Series or  delivery of the  indemnification  agreement  and
     bond, accompanied by the written notice above prescribed, issue and deliver
     at such office (or such other  place) to the holder for whose  account such
     shares  were  surrendered,  or a  designee  of  such  holder,  certificates
     representing  either (i) the number of shares of Common Stock and the cash,
     if any,  or (ii) the number of shares of Series LMC  Common  Stock,  as the
     case may be, to which such holder is entitled  upon such  conversion.  Each
     share of Common Stock  delivered to a holder or its designee as a result of
     conversion  of shares of this Series  pursuant  to this  Section 3 shall be
     accompanied  by any rights  associated  generally  with each other share of
     Common Stock outstanding as of the Conversion Date.

          3.5  Conversion  shall be deemed to have been made as of the date (the
     "Conversion  Date") that the certificate or certificates  for the shares of
     this Series to be converted  and the written  notice  prescribed in Section
     3.4 are received by the Corporation; and the Person entitled to receive the
     Common Stock or Series LMC Common Stock issuable upon such conversion shall
     be treated for all purposes as the holder of record of such Common Stock or
     Series LMC Common Stock,  as the case may be, on such date. The Corporation
     shall not be required to deliver certificates for shares of Common Stock or
     Series LMC Common  Stock while the stock  transfer  books for such stock or
     for this  Series are duly  closed for any  purpose,  but  certificates  for
     shares of Common  Stock or Series  LMC  Common  Stock,  as the case may be,
     shall be delivered as soon as practicable after the opening of such books.

                                       11
<PAGE>


          3.6 In the event  that after  December  31,  1998,  whether or not any
     shares of this Series have been issued by the  Corporation,  either (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 that 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  Common  Stock 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 this Series 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 Common  Stock into which
     such shares of this Series could have been converted  immediately  prior to
     such consolidation,  merger, sale or conveyance, subject to adjustment that
     shall be as nearly  equivalent  as may be  practicable  to the  adjustments
     provided for in Section 2.4 and this Section 3 (based on (i) the  election,
     if any, made in writing to the  Corporation  by the holder of record (as of
     the date used for determining holders of Common Stock entitled to make such
     election) of the largest number of shares of this Series on or prior to the
     last date on which a holder of Common Stock may make an election  regarding
     the kind or amount  of  securities  or other  property  receivable  by such
     holder in such  transaction  or (ii) if no such election is timely made, an
     assumption  that such holder  failed to exercise any such rights  (provided
     that if the kind or amount of securities or other  property is not the same
     for each  nonelecting  holder,  then the kind and amount of  securities  or
     other  property  receivable  shall be based  upon  the kind and  amount  of
     securities or other property  receivable by a plurality of the  nonelecting
     holders  of  Common  Stock)).  In the  event  that any of the  transactions
     referred to in clause (a) or (b) of the first  sentence of this Section 3.6
     involves  the   distribution   of  cash  or  property  (other  than  equity
     securities) to a holder of Common Stock,  lawful provision shall be made as
     part of the terms of the  transaction  whereby  the holder of each share of
     this  Series on the  record  date fixed for  determining  holders of Common
     Stock  entitled to receive such cash or property (or if no such record date
     is established,  the effective date of such transaction)  shall be entitled
     to receive the amount of cash or property  that such holder would have been
     entitled  to receive had such  holder  converted  his shares of this Series
     into Common Stock immediately prior to such record date (or effective date)
     (based on the election or  nonelection  made by the holder of record of the
     largest number of shares of this Series,  as provided above).  Concurrently
     with the  mailing to holders 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 holders in any
     transaction  described  in clause (a) or (b) of the first  sentence of this
     Section  3.6, the  Corporation  shall mail a copy thereof to the holders of
     record of the shares of this Series as of the date used for determining the
     holders of record of Common Stock entitled to such mailing,  which document
     shall be used by the  holders  of  shares  of this  Series  to make such an
     election.  The  Corporation  shall not enter  into any of the  transactions
     referred to in clause (a) or (b) of the first  sentence of this Section 3.6
     unless effective  provision shall be made in the certificate or articles of
     incorporation  or other  constituent  documents of the  Corporation  or the
     entity  surviving  the   consolidation   or  merger,   if  other  than  the
     Corporation,  or the entity acquiring the Corporation's assets, as the case
     may be, so as to give effect to the  provisions  set forth in this  Section
     3.6. The provisions of this Section 3.6 shall apply similarly to successive
     consolidations, mergers, sales or conveyances. For purposes of this Section
     3.6, the term  "Corporation"  shall refer to the Corporation as constituted
     immediately  prior  to  the  merger,  consolidation  or  other  transaction
     referred to in this Section 3.6.

                                       12
<PAGE>


          3.7 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 Common Stock and Series LMC Common
     Stock as shall from time to time be sufficient to effect the  conversion of
     all outstanding shares of this Series into shares of Common Stock or Series
     LMC Common Stock at any time (assuming that, at the time of the computation
     of such number of shares,  all such Common Stock or Series LMC Common Stock
     would  be  held  by a  single  holder);  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 Common  Stock or Series LMC Common Stock that are held
     in the  treasury of the  Corporation.  All shares of Common Stock or Series
     LMC Common Stock that 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, any  shares of this  Series at any time
     outstanding   shall  not  include  shares  held  in  the  treasury  of  the
     Corporation.

          3.8 In any case in which Section 2.4 shall require that any adjustment
     be made  effective as of or  retroactively  immediately  following a record
     date,  the  Corporation  may elect to defer (but only for five (5)  Trading
     Days  following the  occurrence of the event that  necessitates  the notice
     referred to in Section  2.4(d)) issuing to the holder of any shares of this
     Series  converted  after such  record  date (i) the shares of Common  Stock
     issuable  upon such  conversion  over and above  (ii) the  shares of Common
     Stock  issuable  upon such  conversion  on the basis of the Formula  Number
     prior to adjustment;  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.

          3.9 If any  shares of Common  Stock or Series  LMC  Common  Stock that
     would be  issuable  upon  conversion  pursuant  to this  Section  3 require
     registration  with or approval of any  governmental  authority  before such
     shares may be issued upon conversion  (other than any such  registration or
     approval  required to avoid a violation of the  Communications  Laws),  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 use commercially  reasonable efforts to list the shares of
     (or depositary shares  representing  fractional  interests in) Common Stock
     required to be delivered upon  conversion of shares of this Series prior to
     such delivery upon the principal national securities exchange, if any, upon
     which the outstanding Common Stock is listed at the time of such delivery.

                                       13
<PAGE>


          3.10 The  Corporation  shall pay any and all issue or other taxes that
     may be  payable in  respect  of any issue or  delivery  of shares of Common
     Stock or Series LMC Common  Stock on  conversion  of shares of this  Series
     pursuant hereto. The Corporation shall not, however, be required to pay any
     tax that is payable in respect  of any  transfer  involved  in the issue or
     delivery  of Common  Stock or Series LMC 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.

          3.11  In  case  of  (i)  the  voluntary  or  involuntary  dissolution,
     liquidation or winding up of the Corporation or (ii) any action  triggering
     an  adjustment  to the  Formula  Number  pursuant  to  Section  2.4  (or in
     connection  with  which a  dividend  of  shares  of this  Series is paid in
     accordance  with Section  2.4(e)) or Section 3.6,  then, in each case,  the
     Corporation shall cause to be mailed,  first-class  postage prepaid, to the
     holders  of  record of the  outstanding  shares  of this  Series,  at least
     fifteen  (15)  days  prior  to the  applicable  record  date  for any  such
     transaction (or if no record date will be  established,  the effective date
     thereof), a notice stating (x) the date, if any, on which a record is to be
     taken for the purpose of any such  transaction  (or, if no record date will
     be  established,  the date as of which  holders  of record of Common  Stock
     entitled to participate in such  transaction are  determined),  and (y) the
     expected effective date thereof.  Failure to give such notice or any defect
     therein  shall not affect  the  legality  or  validity  of the  proceedings
     described in this Section 3.11.


          4. Voting.

          4.1 The shares of this Series  shall have no voting  rights  except as
     expressly provided in this Section 4 or as required by law.

          4.2 Each share of this Series  shall be  entitled to vote  together as
     one class with the holders of shares of Common  Stock upon the  election of
     the directors of the  Corporation.  In any such vote, the holders of shares
     of this  Series  shall be  entitled  to a number of votes per share of this
     Series  equal to the  product  of (i) the  Formula  Number  then in  effect
     multiplied  by (ii) the maximum  number of votes per share of Common  Stock
     that any holder of shares of Common Stock  generally  then has with respect
     to such matter divided by (iii) 100.

                                       14
<PAGE>


          4.3 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 or written  consent of the holders of
     shares of this Series representing at least 66-2/3% of the aggregate voting
     power of shares of this Series then outstanding, amend, alter or repeal any
     of the provisions of the Certificate or the Certificate of Incorporation so
     as, in any such case, as applicable,  to (i) amend,  alter or repeal any of
     the  powers,  preferences  or rights  of the  Series  Common  Stock or (ii)
     adversely affect the voting powers, designations, preferences and relative,
     participating,  optional  or  other  special  rights,  and  qualifications,
     limitations or  restrictions  thereof,  of the shares of this Series or the
     Series LMC Common Stock;  provided,  however,  that no affirmative  vote or
     written  approval of any holder of shares of this Series  shall be required
     to amend,  alter or repeal any of the powers,  preferences or rights of any
     series of Series  Common  Stock  other than this  Series and the Series LMC
     Common Stock.

          4.4 So long as any  shares  of this  Series  remain  outstanding,  the
     Corporation  shall not,  without the affirmative vote or written consent of
     the holders of shares of this  Series  representing  100% of the  aggregate
     voting  power of shares of this Series then  outstanding,  amend,  alter or
     repeal the provisions of Section 7.7 or this Section 4.4.

          4.5 No consent of holders of shares of this  Series  shall be required
     for (i) the creation of any  indebtedness  of any kind of the  Corporation,
     (ii) the  authorization  or issuance of any class or series of Parity Stock
     or Senior Stock,  (iii) the approval of any amendment to the Certificate of
     Incorporation  that would  increase or  decrease  the  aggregate  number of
     authorized  shares  of  Series  Common  Stock or  Common  Stock or (iv) the
     authorization  of  any  increase  or  decrease  in  the  number  of  shares
     constituting  this  Series;  provided,  however,  that the number of shares
     constituting  this Series shall not be  decreased  below the number of such
     shares then outstanding.


          5. Liquidation Rights.

          5.1  Upon  the   liquidation,   dissolution   or  winding  up  of  the
     Corporation,  whether  voluntary or  involuntary,  the holders of shares of
     this  Series  shall be  entitled  to  receive,  contemporaneously  with any
     distribution  to holders of shares of Common  Stock upon such  liquidation,
     dissolution  or winding  up, an  aggregate  amount  per share  equal to the
     product of the Formula  Number then in effect  multiplied  by the aggregate
     amount to be distributed per share to holders of Common Stock.

                                       15
<PAGE>


          5.2 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 5.


          6. Transfer Restrictions.

          6.1 Without the prior written consent of the Corporation, no holder of
     shares of this Series  shall offer,  sell,  transfer,  pledge,  encumber or
     otherwise dispose of, or agree to offer, sell, transfer,  pledge,  encumber
     or  otherwise  dispose  of, any shares of this Series or  interests  in any
     shares of this  Series  except to a Permitted  Transferee  that shall agree
     that,  prior  to  such  Permitted  Transferee  ceasing  to  be a  Permitted
     Transferee, such Permitted Transferee must transfer ownership of any shares
     of  this  Series,  and  all  interests  therein,  held  by  such  Permitted
     Transferee to any  Permitted  Transferee.  For the avoidance of doubt,  the
     preceding  sentence is not  intended to prohibit a holder of shares of this
     Series from entering into, or offering to enter into,  (a) any  arrangement
     under which such holder  agrees to promptly  convert  shares of this Series
     and sell,  transfer or otherwise  dispose of the Common Stock issuable upon
     such  conversion or (b) any pledge or encumbrance of shares of this Series;
     provided,  however,  that the terms of any such pledge or encumbrance  must
     require  that,  in the event of any sale or  foreclosure  with  respect  to
     shares of this  Series,  such shares must be delivered  immediately  to the
     Corporation  for  conversion  into Common  Stock.  The  provisions  of this
     Section 6.1 shall  continue  to be in effect with  respect to any shares of
     this  Series  received  by any holder by virtue of  merger,  consolidation,
     operation of law or otherwise.

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

                                       16
<PAGE>


          7. Other Provisions.

          7.1 All notices from the  Corporation to the holders of shares of this
     Series shall be given by one of the methods  specified in Section 7.2. With
     respect to any notice to a holder of shares of this  Series  required to be
     provided  hereunder,  neither  failure to give such notice,  nor any defect
     therein or in the  transmission  thereof,  to any  particular  holder shall
     affect the  sufficiency  of the notice or the  validity of the  proceedings
     referred to in such notice with respect to the other  holders 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 that 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  hereunder  shall be deemed
     given  (i) on the  first  Trading  Day  following  the  date  received,  if
     delivered personally, (ii) on the Trading Day following timely deposit with
     an overnight courier service,  if sent by overnight courier specifying next
     day delivery and (iii) on the first  Trading Day that is at least five days
     following deposit in the mails, if sent by first class mail to (x) a holder
     at its last address as it appears on the  transfer  records or registry for
     the shares of this Series and (y) the Corporation at the following  address
     (or at such other  address  as the  Corporation  shall  specify in a notice
     pursuant to this Section 7.2): Time Warner Inc., 75 Rockefeller  Plaza, New
     York, New York 10019, Attention: General Counsel.

          7.3 Any shares of this Series that have been  converted  or  otherwise
     acquired by the Corporation shall, after such conversion or acquisition, as
     the  case may be,  be  retired  and  promptly  canceled  and  shall  become
     authorized  but  unissued  shares  of this  Series,  unless  the  Board  of
     Directors determines otherwise.

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

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

                                       17
<PAGE>


          7.6 Any  registered  holder of shares of this  Series  may  proceed to
     protect and enforce its rights by any available remedy by proceeding at law
     or in equity to  protect  and  enforce  any such  rights,  whether  for the
     specific  enforcement of any provision in the  Certificate or in aid of the
     exercise  of any power  granted  herein,  or to  enforce  any other  proper
     remedy.

          7.7 The shares of this Series  shall not be subject to  redemption  at
     the option of the Corporation,  including  pursuant to Section 5 of Article
     IV of the Certificate of Incorporation (or any equivalent  provision in any
     further amendment to or restatement of the Certificate of Incorporation).

          D. That  effective  upon the filing of this  Certificate  of Amendment
     with the Secretary of State of the State of Delaware (the "Effective Time")
     each share of Series LMCN-V Common Stock issued and outstanding immediately
     prior to the Effective Time ("Old LMCN-V Common Stock") shall  thereupon be
     reclassified  as and become two shares of Series  LMCN-V  Common Stock (the
     "New LMCN-V Common Stock").  The shares of New LMCN-V Common Stock shall be
     fully paid and nonassessable.

          Each  certificate  representing  issued and outstanding  shares of Old
     LMCN-V  Common Stock (an "Old  Certificate")  at the  Effective  Time shall
     represent,  and the holder thereof shall be entitled upon surrender of such
     Old  Certificate  to the  Corporation  for  cancelation  to  receive  a new
     certificate  or  certificates  representing,  the  number  of shares of New
     Series LMCN-V Common Stock into which such issued and outstanding shares of
     Old LMCN-V Common Stock are reclassified as provided in this Certificate of
     Amendment.

          Until  the  surrender  of an Old  Certificate  to the  Corporation  as
     provided herein, dividends or distributions,  if any, in respect of the New
     LMCN-V  Common  Stock  the  ownership  of  which is  evidenced  by such Old
     Certificate  will be paid to the person in whose name such Old  Certificate
     is  registered.  After the Effective  Time,  the holder of record of an Old
     Certificate  on any  record  date  for a  meeting  of  stockholders  of the
     Corporation  will be entitled to vote the shares of New LMCN-V Common Stock
     the  ownership  of which is evidenced  by such Old  Certificate  as of such
     record date on all matters submitted to a vote of the holders of the Series
     LMCN-V Common Stock at such meeting.

                                       18
<PAGE>


            IN WITNESS WHEREOF,  Time Warner Inc. has caused this Certificate of
Amendment to be executed by Thomas W. McEnerney,  Esq., its Vice President, this
25th day of May, 1999.


                                              TIME WARNER INC.,

                                              by /s/ Thomas W. McEnerney
                                                 ---------------------------
                                              Name: Thomas W. McEnerney
                                              Title: Vice President


                                       19