CERTIFICATE OF INCORPORATION

                                       OF

                       ROGERS AMERICAN CABLESYSTEMS, INC.



                FIRST: The name of the corporation is Rogers American
Cablesystems, Inc.

                SECOND: The address of the corporation's registered office in
the State of Delaware is 1201 North Market Street, Post Office Box 1347, in the
City of Wilmington, County of New Castle. The name of the corporation's
registered agent at such address is Delaware Corporation Organizers, Inc.

                THIRD: The purpose of the corporation is to engage in any lawful
act or activity for which corporations may be organized under the Delaware
General Corporation Law.

                FOURTH: The total number of shares of stock which the
corporation is authorized to issue is One Thousand (1,000) shares of common
stock, having a par value of one cent ($.0l) per share.

                FIFTH: The business and affairs of the corporation shall be
managed by or under the direction of the board of directors, and the directors
need not be elected by ballot unless required by the bylaws of the corporation.

                SIXTH: In furtherance and not in limitation of the powers
conferred by the laws of the State of Delaware, the board of directors is
expressly authorized to make, amend and repeal the bylaws.


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                SEVENTH: A director of the corporation shall not be personally
liable to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit. If the Delaware General Corporation Law is amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended. Any repeal or modification of this
provision shall not adversely affect any right or protection of a director of
the corporation existing at the time of such repeal or modification.

                EIGHTH: The corporation reserves the right to amend and repeal
any provision contained in this Certificate of Incorporation in the manner from
time to time prescribed by the laws of the State of Delaware. All rights herein
conferred are granted subject to this reservation.

                NINTH: The incorporator is Karin S. Mandel, whose mailing
address is P.O. Box 1347, Wilmington, Delaware 19899.



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                I, THE UNDERSIGNED, being the incorporator, for the purpose of
forming a corporation under the laws of the State of Delaware do make, file and
record this Certificate of Incorporation, and, accordingly, have hereto set my
hand this 18th day of January, 1990.


                                        /s/
                                        Karin J. Mandel



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