ARTICLES OF INCORPORATION

                                       OF

                          ROGERS CABLESYSTEMS OF ALASKA, INC.


                 KNOW ALL MEN BY THESE PRESENTS: That the undersigned, being
over eighteen years of age, has formed a business corporation under and pursuant
to the laws of the State of Alaska and does hereby certify:

                                    ARTICLE I

                 The name of this corporation is Rogers Cablesystems of Alaska,
Inc.

                                   ARTICLE II

                 The object and purposes for which this corporation is I formed
are as follows:

                 (a) This corporation shall have all the powers to do and
transact any and all actions and have all of the powers mentioned and set forth
directly or by inference in the Alaska Statutes, Title 10, Chapter 6, including
AS 10.06.010.

                 (b) Without in any manner intending to limit the powers
specified in the Alaska Statutes, this corporation, at its inception and as its
main corporate purpose, shall engage in the business of providing cable
television service.


                                   ARTICLE III

                 The authorized capital stock of this corporation shall be
100,000 shares of nonassessable common stock fully voting, fully participating.

                                   ARTICLE IV

                 To the extent available, both retained earnings and paid--in
capital may be used for the purchase and redemption of common stock issued by
this corporation.

                 No holder of any stock of this corporation shall be entitled,
as a matter of right, to purchase, subscribe for or otherwise acquire any new or
additional shares of stock of the corporation of any class, or any options or
warrants to
<PAGE>
purchase, subscribe for or otherwise acquire any such new or additional share,
or any shares, bonds, notes, debentures or other securities convertible into or
carrying options or warrants to purchase, subscribe for or otherwise acquire any
such new or additional shares.

                 During any time that the corporation shall be bound by
provision in its Bylaws or by an agreement with its shareholders restricting
transfer of shares, no person may acquire shares in the corporation except in
accordance with the terms of such Bylaws or agreement, a copy of which shall be
available for inspection at the office of the corporation. The provisions of
such Bylaws or agreement, as amended, are hereby incorporated by reference.

                                    ARTICLE V

                 To the full extent permitted by law and subject only to those
limitations expressly stated in AS l0.O6.2l0(1)(M), no director of this
corporation shall have any personal liability to the corporation or its
shareholders for monetary damages for the breach of fiduciary duty as a
director. This provision shall apply in addition to, and not in substitution
for, indemnification provisions contained in this corporation's Bylaws or
provided by contract.

                                   ARTICLE VI

                 The name and address of each alien affiliate is:

                          Rogers Finance Company Limited
                          Camlyn Hastings
                          Christ Chuch
                          Barbados, 14. I.

                          Rogers Canadian Holdings Inc.
                          Suite 2600
                          Commercial Union Tower
                          Toronto Dominion Centre
                          P.0. Box 249
                          Toronto, ON M5K lJ5

                          Rogers Communications Inc.
                          Suite 2600
                          Commercial Union Tower
                          Toronto Dominion Centre
                          P.0. Box 249
                          Toronto, ON M5K 1J5


                                      -2-
<PAGE>
                                   ARTICLE VII

                 The address of the corporation's initial registered office is:

                          Rogers Cablesystems of Alaska, Inc.
                          do Hughes, Thorsness, Gantz, Powell & Brundin
                          509 West Third Avenue
                          Anchorage Alaska 99501

                 The name of the corporation's initial registered agent is:
                 Mary K. Hughes.

                                  ARTICLE VIII

                 The management of the affairs and concerns of this corporation
is hereby vested in its Board of Directors. The number of directors shall be
fixed from time to time by the Bylaws. The names and addresses of the initial
Board of Directors are:

                           John C. Frank
                           One Sealaska Plaza, Suite 303
                           Juneau, Alaska 99801

                           Mary Hughes
                           509 West Third Avenue
                           Anchorage, Alaska 99501

                           Jayne Gilbert
                           One Sealaska Plaza. Suite 303
                           Juneau, Alaska 99801


                                      -3-
<PAGE>
         IN WITNESS WHEREOF, the undersigned, being the original incorporator
hereinabove named, has signed these Articles of Incorporation, in duplicate,
this 19 day of January, 1990.


                                          /s/
                                          Mary K. Hughes



                                              VERIFICATION


STATE OF ALASKA           )
                          )  ss.
THIRD JUDICIAL DISTRICT   )


                 I, Mary K. Hughes, say on oath or affirm that I have read the
foregoing Articles of Incorporation and believe all statements made therein are
true.


                                          /s/
                                          Mary K. Hughes

                 SUBSCRIBED AND SWORN TO or affirmed before me at Anchorage,
Alaska, this 19th day of January, 1990.


                                          /s/
                                          NOTARY PUBLIC in and for Alaska
                                          My Commission Expires:



                                       -4-
<PAGE>
                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                       ROGERS CABLESYSTEMS OF ALASKA. INC.


                   Pursuant to the provisions of the Alaska Business Corporation
Act, the undersigned corporation adopts the following Articles of Amendment to
its Articles of Incorporation:

                   FIRST: The following amendment of the Articles of
Incorporation was adopted by the board of directors of the corporation on the
8th day of 1February, 1990, in the manner prescribed by the Alaska Business
Corporation Act:

                   RESOLVED, that the Articles of Incorporation, specifically
                   Article VIII, be amended to delete the names and addresses of
                   the initial Board of Directors and to state the names and
                   addresses of the initial Board of Directors are:

                   Edward S. Rogers
                   Suite 2600, Commercial Union Tower
                   P.O. Box 249, Toronto Dominion Centre
                   Toronto, Ontario MSK 135

                   Cohn 0. Watson
                   Suite 2600, Commercial Union Tower
                   P.O. Box 249, Toronto Dominion Centre
                   Toronto, Ontario M5K 1.35

                   Graham W. Savage
                   Suite 2600, Commercial Union Tower
                   P.O. Box 249, Toronto Dominion Centre
                   Toronto, Ontario M51( 135

                   Philip B. Lind
                   Suite 2600, commercial Union Tower
                   P.O. Box 249, Toronto Dominion Centre
                   Toronto, Ontario M5K 135
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                   SECOND: The number of shares of the corporation authorized at
the time of such adoption was 100,000; however, said shares have not been
issued.

                   THIRD: No shares were entitled to vote thereon.

                   FOURTH: The amendment does not change the amount stated
capital of the corporation.

                   DATED this 8th day of February, 1990.


                                  ROGERS CAELESYSTEMS OF
                                  ALASKA, INC.


                                  By: /s/
                                      Mary K. Hughes
                                      President

                                  By: /s/
                                      John G. Frank
                                      Secretary


STATE OF ALASKA             )
                            )ss.
THIRD JUDICIAL DISTRICT     )

                   I, Mary K. Hughes, President of Rogers Cablesystems of
Alaska, Inc., say on oath or affirm that I have read the foregoing Articles of
Amendment to the Articles of Incorporation and believe all statements made
therein are true.


                                  /s/
                                  Mary K. Hughes



                   SUBSCRIBED AND SWORN TO OR AFFIRM before me this 8th day of
February, 1990, at Anchorage, Alaska.


                                  /s/
                                  Notary Public, State of Alaska
                                  My Commission Expires: 05-13-93