Exhibit 3.(i)(c)

                   CERTIFICATE OF AMENDMENT TO 
              RESTATED CERTIFICATE OF INCORPORATION

     Time Warner Inc., a corporation organized and existing under the laws
of the State of Delaware (the "Corporation"), Does Hereby Certify that:

     A.  The Restated Certificate of Incorporation of the Corporation, as
heretofore amended, is hereby further amended as follows:

     Article VI is hereby amended as follows:

          1.  Section 1 is hereby amended to read in its entirety as
follows:

        "Section 1.  Except as otherwise fixed by or pursuant to the
   provisions of Article IV of this Certificate of Incorporation relating
   to the rights of the holders of any series of Preferred Stock or Series
   Common Stock or any class or series of stock having a preference over
   the Common Stock as to dividends or upon liquidation, the number of the
   directors of the Corporation shall be fixed from time to time by or
   pursuant to the By-laws of the Corporation.  The directors, other than
   those who may be elected by the holders of any series of Preferred Stock
   or Series Common Stock or any class or series of stock having a
   preference over the Common Stock as to dividends or upon liquidation
   pursuant to the terms of this Certificate of Incorporation or any
   resolution or resolutions providing for the issue of such class or
   series of stock adopted by the Board of Directors, shall be elected by
   the stockholders entitled to vote thereon at each annual meeting of
   stockholders and shall hold office until the next annual meeting of
   stockholders and until each of their successors shall have been elected
   and qualified.  The term of office of each director in office at the
   time this Section 1 of Article VI becomes effective shall expire at the
   next annual meeting of stockholders held after the time this Section 1
   of Article VI becomes effective.  The election of directors need not be
   by written ballot.  No decrease in the number of directors constituting
   the Board of Directors shall shorten the term of any incumbent
   director."

          2.  Section 3 is hereby amended to read in its entirety as
follows:

        "Section 3.  Except as otherwise provided for or fixed by or
   pursuant to the provisions of Article IV of this Certificate of
   Incorporation relating to the rights of the holders of any series of
   Preferred Stock or Series Common Stock or any class or series of stock
   having a preference over the Common Stock as to dividends or upon
   liquidation, newly created directorships resulting from any increase in
   the number of directors may be filled by the Board of Directors, or as
   otherwise provided in the By-laws, and any vacancies on the Board of
   Directors resulting from death, resignation, removal or other cause
   shall only be filled by the affirmative vote of a majority of the
   remaining directors then in office, even though less than a quorum of
   the Board of Directors, or by a sole remaining director, or as otherwise
   provided in the By-laws.  Any director elected in accordance with the
   preceding sentence of this Section 3 shall hold office until the next
   annual meeting of stockholders and until such director's successor shall
   have been elected and qualified."

          3.  Section 4 is hereby deleted in its entirety.

     B.  The foregoing amendments were duly adopted in accordance with
Section 242 of the General Corporation Law of the State of Delaware.

     In Witness Whereof, Time Warner Inc. has caused this certificate to be
signed as of  this 19th day of May, 1997.

                                        Time Warner Inc.

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