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                                                                   EXHIBIT 4.13

             CERTIFICATE OF VOTING POWERS, DESIGNATIONS, PREFERENCES
             AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL
                   RIGHTS AND QUALIFICATIONS, LIMITATIONS AND
                    RESTRICTIONS THEREOF OF THE 10% SERIES A
                   EXCHANGEABLE PARTICIPATING PREFERRED STOCK
                                       OF
                               CSC HOLDINGS, INC.

                                   ----------

                         PURSUANT TO SECTION 151 OF THE
                GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

                                   ----------

          I, Hank J. Ratner, a Vice-Chairman of CSC Holdings, Inc. (the
"CORPORATION"), a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware, in accordance with the
provisions of Section 151 of the General Corporation Law of the State of
Delaware, DO HEREBY CERTIFY:

          That, pursuant to authority conferred upon the Board of Directors of
the corporation (the "BOARD OF DIRECTORS") by the Certificate of Incorporation
of the corporation (the "CERTIFICATE OF INCORPORATION"), said Board of
Directors, by unanimous written consent dated January 27, 2003, adopted a
resolution providing for the issuance of Seventy-Five Thousand (75,000)
authorized shares of 10% Series A Exchangeable Participating Preferred Stock
(the "SERIES A PREFERRED STOCK"), which resolution is as follows:

          WHEREAS, the Board of Directors is authorized, within the limitations
and restrictions stated in the Certificate of Incorporation to fix by resolution
or resolutions the designation of each series of preferred stock and the powers,
designations, preferences and relative participating, optional or other rights,
if any, or the qualifications, limitations or restrictions thereof, including,
without limiting the generality of the foregoing, such provisions as may be
desired concerning voting, redemption, dividends, dissolution or the
distribution of assets, conversion or exchange, and such other subjects or
matters as may be fixed by resolution or resolutions of the Board of Directors
under the General Corporation Law of Delaware; and

          WHEREAS, it is the desire of the Board of Directors, pursuant to its
authority as aforesaid, to authorize and fix the terms of a series of preferred
stock and the number of shares constituting such series.

          NOW, THEREFORE, BE IT RESOLVED, that there is hereby authorized such
series of preferred stock on the terms and with the provisions herein set forth:

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I.   CERTAIN DEFINITIONS

          As used herein, the following terms shall have the following meanings
(with terms defined in the singular having comparable meanings when used in the
plural and vice versa), unless the context otherwise requires:

          "BOARD OF DIRECTORS" means the Board of Directors of the corporation.

          "BUSINESS DAY" means a day other than a Saturday, Sunday, national or
     New York State holiday or other day on which commercial banks in New York
     City are authorized or required by law to close.

          "CABLEVISION" means Cablevision Systems Corporation, a Delaware
     corporation.

          "CABLEVISION COMMON STOCK" means, collectively, the Class A Common
     Stock, the Class B Common Stock and any other class of common stock
     hereafter authorized by Cablevision from time to time.

          "CAPITAL STOCK" means any and all shares, interests, participations,
     rights or other equivalents (however designated) of corporate stock.

          "CLASS A COMMON STOCK" means the Cablevision NY Group Class A common
     stock, par value $0.01 per share, of Cablevision.

          "CLASS B COMMON STOCK" means the Cablevision NY Group Class B common
     stock, par value $0.01 per share, of Cablevision.

          "CLOSING PRICE" of any security on any date of determination means the
     closing sale price (or, if no closing sale price is reported, the last
     reported sale price) of such security as reported in the composite
     transactions for the principal United States securities exchange on which
     such security is traded, or if such security is not so listed on a United
     States securities exchange, as reported by the Nasdaq National Market, or
     if such security is not so reported, the last quoted bid price for such
     security in the over-the-counter market as reported by the National
     Quotation Bureau or similar organization, or if such bid price is not
     available, the market value of such security on such date as determined by
     a nationally recognized independent investment banking firm retained by the
     corporation for this purpose.

          "CONSTITUENT ENTITY" means a Person with which Cablevision
     consolidated or into which Cablevision merged or which merged into
     Cablevision or to which such sale, transfer, lease or conveyance was made,
     as the case may be.

          "CORPORATION" means CSC Holdings, Inc., a Delaware corporation.

          "CURRENT MARKET PRICE" of any security means, as of any date, the
     average of the Closing Prices for such security for the 20 Trading Days
     immediately prior to, but not including, the second Trading Day preceding
     such date.

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          "DIVIDEND PAYMENT DATE" means each January 1, April 1, July 1 and
     October 1 of each year on which dividends shall be paid or are payable and
     any other date on which dividends in arrears may be paid.

          "DIVIDEND PERIOD" means the Initial Dividend Period and, thereafter,
     each Quarterly Dividend Period.

          "DIVIDEND RECORD DATE" means, with (i) respect to the dividend payable
     on each January 1, April 1, July 1 and October 1, the close of business on
     the December 15, March 15, June 15 and September 15, respectively,
     immediately preceding such Dividend Payment Date and (ii) with respect to a
     dividend payable on any other date, the close of business on the date
     designated as the Dividend Record Date by the Board of Directors; PROVIDED,
     however, that such record date may not be more than 60 days or less than
     ten days prior to such Dividend Payment Date.

          "EXCHANGE DATE" has the meaning specified in Section VI(A)(iii)
     hereof.

          "EXCHANGE PRICE" means initially $13.98, as such amount may be
     successively adjusted in accordance with Section VI(B) and VI(C) hereof.

          "EXCHANGE RATE" means the Liquidation Preference on the Exchange Date
     divided by the Exchange Price in effect on the Exchange Date.

          "FAIR MARKET VALUE" means, with respect to any asset or property, the
     sale value that would be obtained in an arm's-length transaction between an
     informed and willing seller under no compulsion to sell and an informed and
     willing buyer under no compulsion to buy as determined by the Board of
     Directors or, if applicable, the board of directors of a constituent entity
     or resulting entity (whose determination shall be conclusive).

          "HOLDER" means a registered holder of shares of the Series A Preferred
     Stock.

          "INITIAL DIVIDEND PERIOD" means the dividend period commencing on and
     including the Original Issue Date and ending on and including March 31,
     2003.

          "JUNIOR SECURITIES" has the meaning specified in Section III(A)(i)
     hereof.

          "LIQUIDATION PREFERENCE" means the Original Liquidation Preference,
     plus an amount equal to all accreted dividends from and after the Dividend
     Payment Date therefor.

          "ORIGINAL ISSUE DATE" means the date on which shares of the Series A
     Preferred Stock were first issued by the corporation.

          "ORIGINAL LIQUIDATION PREFERENCE" has the meaning specified in Section
     II hereof.

          "PARITY SECURITIES" has the meaning specified in Section III(A)(ii)
     hereof.

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          "PERSON" means any individual, partnership, corporation, business
     trust, joint stock company, limited liability company, trust,
     unincorporated association, joint venture, governmental authority or other
     entity of whatever nature.

          "QUARTERLY DIVIDEND PERIOD" means the quarterly period commencing on,
     and including, a Dividend Payment Date and ending on, and including, the
     day immediately preceding the next subsequent Dividend Payment Date.

          "REORGANIZATION EVENT" has the meaning specified in Section VI(C)(i)
     hereof.

          "RESULTING ENTITY" means the Person, if other than Cablevision, formed
     by a consolidation or merger involving Cablevision or to which a sale,
     assignment, transfer, lease, conveyance or other disposition of all or
     substantially all of Cablevision's assets shall have been made.

          "SENIOR SECURITIES" has the meaning specified in Section III(A)(iii)
     hereof.

          "SERIES A PREFERRED STOCK" means the 10% Series A Exchangeable
     Participating Preferred Stock, par value $.01 per share, of the
     corporation.

          "TRADING DAY" means a day on which a security the Closing Price of
     which is being determined (A) is not suspended from trading on any national
     or regional securities exchange or association or over-the-counter market
     at the close of business and (B) has traded at least once on the national
     or regional securities exchange or association or over-the-counter market
     that is the primary market for the trading of such security.

          Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned thereto in the Certificate of Incorporation.

II.  DESIGNATION

          The series of preferred stock authorized hereunder shall be designated
as the "10% Series A Exchangeable Participating Preferred Stock". The number of
shares constituting such series shall be 75,000. The par value of the Series A
Preferred Stock shall be $.01 per share of Series A Preferred Stock, and the
Original Liquidation Preference of the Series A Preferred Stock shall be $1,000
per share.

III.  RANKING

          (A)    The Series A Preferred Stock shall rank, with respect to
dividends and distributions upon the liquidation, dissolution or winding-up of
the corporation:

          (i)    senior to all classes or series of Common Stock and any Capital
     Stock of the corporation hereafter created by the Board of Directors, the
     terms of which do not expressly provide that it ranks senior to or on a
     parity with the Series A Preferred Stock as to dividends and distributions
     upon liquidation, dissolution or winding-up of the corporation
     (collectively referred to as "JUNIOR SECURITIES");

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          (ii)   on a parity with any Capital Stock of the corporation hereafter
     created by the Board of Directors, the terms of which expressly provide
     that it ranks on a parity with the Series A Preferred Stock as to dividends
     and distributions upon the liquidation, dissolution or winding-up of the
     corporation (collectively referred to as "PARITY SECURITIES"); and

          (iii)  junior to any Capital Stock of the corporation hereafter
     created by the Board of Directors, the terms of which expressly provide
     that it ranks senior to the Series A Preferred Stock as to dividends and
     distributions upon the liquidation, dissolution or winding-up of the
     corporation ("SENIOR SECURITIES").

IV.  DIVIDENDS

          (A)    On each Dividend Payment Date, Holders shall be entitled to
receive, when, as and if declared by the Board of Directors, out of funds
legally available for the payment of dividends, with respect to each Dividend
Period, the greater of (i) cumulative dividends on each outstanding share of
Series A Preferred Stock, a rate per annum equal to 10% of the Liquidation
Preference per share of the Series A Preferred Stock prior to giving effect to
such payment, payable solely by accretion to the Liquidation Preference, and
(ii) the pro rata amount of cash dividends declared or paid by the board of
directors of Cablevision to the holders of Class A Common Stock, computed on an
as exchanged basis at the then-applicable Exchange Rate, payable in cash. All
dividends shall be payable in arrears for each Dividend Period on each Dividend
Payment Date, commencing on April 1, 2003.

          (B)    Each dividend paid on the Series A Preferred Stock shall be
payable to Holders of record as their names shall appear in the stock ledger of
the corporation on the Dividend Record Date for such dividend, except that
dividends in arrears for any past Dividend Payment Date may be declared and paid
at any time without reference to such regular Dividend Payment Date to Holders
of record on a later dividend record date determined by the Board of Directors.

          (C)    Dividends shall cease to accumulate in respect of each share of
Series A Preferred Stock on the day prior to the Exchange Date.

          (D)    All dividends paid with respect to shares of the Series A
Preferred Stock shall be paid PRO RATA to the Holders entitled thereto based
upon the number of shares of Series A Preferred Stock held by each such Holder
on the relevant Dividend Record Date.

          (E)    No full dividends shall be declared by the Board of Directors
or paid or funds set apart for payment by the corporation on the Series A
Preferred Stock or any Parity Securities for any period unless full cumulative
dividends have been or contemporaneously are declared and paid, or declared and
a sum set apart sufficient for such payment, on the Series A Preferred Stock and
any Parity Securities for all Dividend Periods terminating on or prior to the
date of payment of such full dividends on the Series A Preferred Stock or such
Parity Securities. If funds available for payment of dividends are not
sufficient to pay dividends in full upon the shares of the Series A Preferred
Stock and any Parity Securities, all dividends declared upon shares of the
Series A Preferred Stock and any other Parity Securities shall be declared PRO
RATA

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so that the amount of dividends declared per share on the Series A Preferred
Stock and such Parity Securities shall in all cases bear to each other the same
ratio that accumulated and unpaid dividends per share on the Series A Preferred
Stock and such Parity Securities bear to each other. Except as contemplated
herein, no interest or additional dividends, or sum of money in lieu of interest
or additional dividends, shall be payable in respect of any dividend payment or
payments on the Series A Preferred Stock or any Parity Securities that may be in
arrears.

          (F)    So long as any shares of the Series A Preferred Stock are
outstanding, the corporation shall not declare, pay or set apart for payment any
dividend on any Junior Securities (except dividends on Junior Securities payable
in additional shares of Junior Securities), or make any payment on account of,
or set apart for payment money for a sinking or other similar fund for, the
purchase, redemption or other retirement of, any of the Junior Securities or any
warrants, rights, calls or options exercisable for or convertible into any of
the Junior Securities, and shall not permit any corporation or other Person
directly or indirectly controlled by the corporation to purchase or redeem any
of the Junior Securities or any warrants, rights, calls or options exercisable
for or convertible into any of the Junior Securities, unless prior to or
concurrently with such declaration, payment, setting apart for payment,
purchase, redemption or distribution, as the case may be, all accumulated and
unpaid dividends on shares of the Series A Preferred Stock not paid on the dates
provided for in Section IV(A) hereof shall have been or are concurrently being
paid, except with respect to dividends or distributions payable in kind in
additional shares of, or warrants, rights, calls or options exercisable for or
convertible into additional shares of, Junior Securities.

          (G)    Dividends payable on shares of the Series A Preferred Stock for
any period less than a year shall be computed on the basis of a 360-day year of
twelve 30-day months and the actual number of days elapsed in the period for
which payable. If any Dividend Payment Date occurs on a day that is not a
Business Day, any accumulated and unpaid dividends otherwise payable on such
Dividend Payment Date shall be payable on the next succeeding Business Day.

V.   PAYMENT ON LIQUIDATION

          (A)    Upon any voluntary or involuntary liquidation, dissolution or
winding-up of the corporation, each Holder will be entitled to receive out of
the assets of the corporation available for distribution to the holders of its
Capital Stock, whether such assets are capital, surplus or earnings, an amount
in cash equal to the greater of (i) the Liquidation Preference plus accumulated
and unpaid dividends thereon from the preceding Dividend Payment Date to the
date fixed for liquidation and (ii) the amount that such Holder would have
received if such Holder had exchanged the Series A Preferred Stock pursuant to
Article VI hereof immediately prior to such liquidation, dissolution or
winding-up, in each case, before any payment shall be made or any assets
distributed to the holders of any of the Junior Securities. Except as set forth
in the preceding sentence, Holders shall not be entitled to any distribution in
the event of voluntary or involuntary liquidation, dissolution or winding-up of
the corporation. If upon any voluntary or involuntary liquidation, dissolution
or winding-up of the affairs of the corporation, the assets of the corporation
are not sufficient to pay in full the liquidation payments payable to the
Holders of outstanding shares of the Series A Preferred Stock and all Parity
Securities, then the holders of all such shares shall share equally and ratably
in any distribution of assets in

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proportion to the full liquidation preferences, determined as of the date of
such voluntary or involuntary liquidation, dissolution or winding-up, to which
they are entitled.

          (B)    For the purposes of this Section V, none of (i) the sale,
lease, conveyance, exchange or transfer (for cash, shares of stock, securities
or other consideration) of all or substantially all of the property or assets of
the corporation, (ii) the consolidation or merger of the corporation with or
into one or more Persons, nor (iii) the consolidation or merger of one or more
Persons with or into the corporation shall be deemed to be a liquidation,
dissolution or winding-up of the corporation.

VI.  EXCHANGE.

          (A)    EXCHANGE.

          (i)    Each share of Series A Preferred Stock shall be exchangeable,
     at the option of the Holder thereof, at any time, with Cablevision for the
     number of shares of Class A Common Stock equal to the then-applicable
     Exchange Rate.

          (ii)   In order to exercise a Holder's right to exchange any shares of
     Series A Preferred Stock, the Holder shall give written notice to
     Cablevision and the corporation that the Holder elects to exchange such
     shares and shall surrender the certificate(s) representing such shares,
     accompanied by transfer instrument(s) satisfactory to Cablevision and the
     corporation and sufficient to transfer the shares of Series A Preferred
     Stock being exchanged, to the corporation free of any adverse interest, at
     any of the principal executive offices of the corporation. Such notice
     shall also state the name(s), together with address(es), in which the
     certificate(s) for shares of Class A Common Stock shall be issued and in
     which the certificates representing the balance of any remaining shares of
     Series A Preferred Stock will be issued in any case in which fewer than all
     of the shares of Series A Preferred Stock represented by a certificate are
     exchanged. As promptly as practicable after the surrender of such shares of
     Series A Preferred Stock as aforesaid, Cablevision shall issue and deliver
     to such Holder, or on such Holder's written order, certificate(s)
     representing the number of full shares of Class A Common Stock issuable
     upon the exchange of such shares in accordance with the provisions hereof,
     certificate(s) representing any remaining shares of Series A Preferred
     Stock in any case in which fewer than all of the Series A Preferred Stock
     represented by a certificate are exchanged and any fractional interest in
     respect of a share of Class A Common Stock arising upon such exchange shall
     be settled as provided for in Section VI(E) hereof.

          (iii)  Each exchange shall be deemed to have been effected immediately
     prior to the close of business on the date on which shares of Series A
     Preferred Stock shall have been surrendered and notice received by
     Cablevision and the corporation as aforesaid (such time being referred to
     as an "EXCHANGE DATE"), and the Person(s) in whose name(s) any
     certificate(s) for shares of Class A Common Stock shall be issuable upon
     such exchange shall be deemed to have become the holder(s) of record of the
     Class A Common Stock represented thereby at such time, unless the stock
     transfer books of Cablevision shall be closed on the date on which shares
     of Series A Preferred Stock are so surrendered for exchange, in which event
     such exchange shall be deemed to have been

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     effected immediately prior to the close of business on the next succeeding
     day on which such stock transfer books are open, and such Person(s) shall
     be deemed to have become such holder(s) of record of the Class A Common
     Stock at the close of business on such later day. In either circumstance,
     such exchange shall be at the Exchange Rate in effect on the Exchange Date.

          (iv)   In the event that a share of Series A Preferred Stock is
     exchanged for Class A Common Stock after the close of business on a
     Dividend Record Date and prior to the opening of business on the Dividend
     Payment Date related thereto, no dividend shall be payable on such share of
     Series A Preferred Stock on such Dividend Payment Date.

          (v)    No payment or adjustment shall be made upon any exchange on
     account of any dividends accumulated since the immediately prior Dividend
     Payment Date on shares of Series A Preferred Stock surrendered for exchange
     or on account of any dividends on the Class A Common Stock issued upon
     exchange.

          (B)    ADJUSTMENTS TO THE EXCHANGE PRICE.

          (i)    The Exchange Price shall be subject to adjustment from time to
     time as provided below:

                 (1)    If Cablevision shall pay or make a dividend or other
          distribution with respect to its Class A Common Stock in shares of
          Class A Common Stock, the Exchange Price in effect at the opening of
          business on the day following the date fixed for the determination of
          stockholders entitled to receive such dividend or other distribution
          shall each be decreased by multiplying such Exchange Price by a
          fraction the numerator of which shall be the number of shares of
          Class A Common Stock outstanding at the close of business on the date
          fixed for such determination, and the denominator of which shall be
          the sum of the number of shares of Class A Common Stock outstanding at
          the close of business on the date fixed for such determination plus
          the total number of shares of Class A Common Stock constituting such
          dividend or other distribution, such decrease to become effective
          immediately after the opening of business on the day following the
          date fixed for such determination.

                 (2)    If Cablevision shall, after the date hereof, subdivide
          or split the outstanding shares of Class A Common Stock into a greater
          number of shares of Class A Common Stock, the Exchange Price in effect
          at the opening of business on the day following the day upon which
          such subdivision or split becomes effective shall each be
          proportionately decreased, such decrease to become effective
          immediately after the opening of business on the day following the day
          upon which such subdivision or split becomes effective.

                 (3)    If Cablevision shall, after the date hereof, decrease
          the number of shares of Class A Common Stock outstanding by a
          combination of the outstanding shares of Class A Common Stock, the
          Exchange Price in effect at the

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          opening of business on the day following the day upon which such
          combination becomes effective shall each be proportionately increased,
          such increase to become effective immediately after the opening of
          business on the day following the day upon which such combination
          becomes effective.

                 (4)    The reclassification or change of Class A Common Stock
          into shares of another class or series of Capital Stock of Cablevision
          (other than any reclassification upon a consolidation or merger to
          which Section VI(C) below applies) shall be deemed to involve for the
          purposes of adjusting the Exchange Price (i) a distribution of such
          securities other than Class A Common Stock to all holders of Class A
          Common Stock to which clause (5) below applies (and the effective date
          of such reclassification shall be deemed to be "the record date for
          such dividend or distribution" within the meaning of clause (5)
          below), and (ii) a subdivision, split or combination, as the case may
          be, of the number of shares of Class A Common Stock outstanding
          immediately prior to such reclassification into the number of shares
          of Class A Common Stock outstanding immediately thereafter to which
          clauses (2) or (3) above applies, as applicable and the effective date
          of such reclassification shall be deemed to be "the day upon which
          such subdivision or split becomes effective" or "the day upon which
          such combination becomes effective", as applicable, within the
          meanings of clauses (2) and (3) above).

                 (5)    If Cablevision shall pay a dividend or make a
          distribution to all holders of its Class A Common Stock consisting of
          evidences of its indebtedness, securities or other assets or issue to
          all holders of Class A Common Stock rights or warrants to subscribe
          for or purchase any Capital Stock of Cablevision, the Exchange Price
          shall each be adjusted by multiplying the Exchange Price in effect on
          the record date for such dividend or distribution or for the
          determination of stockholders entitled to receive such rights or
          warrants, as the case may be, by a fraction the numerator of which
          shall be such Current Market Price per share of Class A Common Stock
          on such record date (or, if earlier, on the date on which the Class A
          Common Stock goes "ex-dividend" with respect to such distribution)
          less the Fair Market Value as of such record date of the portion of
          the evidences of indebtedness, securities or assets so distributed, or
          of such subscription rights or warrants, applicable to one share of
          Class A Common Stock and the denominator of which shall be the Current
          Market Price per share of the Class A Common Stock on such record
          date. Such adjustment shall become effective immediately after the
          opening of business on the day following the record date for such
          dividend or distribution or for the determination of stockholders
          entitled to receive such rights or warrants, as the case may be. This
          clause (5) shall not apply to a dividend or distribution referred to
          in clause (1) above or any cash dividends.

          (ii)   Any shares of Class A Common Stock issuable in payment of a
     dividend or other distribution shall be deemed to have been issued
     immediately prior to the close of business on the record date for such
     dividend or other distribution for purposes of

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     calculating the number of outstanding shares of Class A Common Stock under
     this Section VI(B).

          (iii)  Anything in this Section VI notwithstanding, the corporation
     shall be entitled to make such downward adjustments in the Exchange Price,
     in addition to those required by this Section VI, as the corporation in its
     sole discretion shall determine to be advisable in order that any event
     treated for federal income tax purposes as a dividend or stock split will
     not be taxable to the holders of Cablevision Common Stock.

          (iv)   In any case in which this Section VI(B) shall require that an
     adjustment as a result of any event becoming effective immediately after
     the opening of business on the day following a record date and the Exchange
     Date occurs after such record date, but before the occurrence of such
     event, Cablevision or the corporation may in its sole discretion elect to
     defer the following until after the final determination of such adjustment:
     (1) issuing to the Holder of any shares of Series A Preferred Stock
     surrendered for exchange the additional shares of Class A Common Stock
     issuable upon such exchange over the shares of Class A Common Stock
     issuable before giving effect to such adjustment; and (2) paying to such
     Holder any amount in cash in lieu of a fractional share of Class A Common
     Stock pursuant to Section VI(E).

          (v)    All adjustments to the Exchange Price shall be calculated to
     the nearest 1/100th of a cent (or, if there is no nearest 1/100th of a
     cent, the next higher 1/100th of a cent). All adjustments to the Exchange
     Price shall be made successively. The corporation shall not be required to
     give effect to any adjustment in the Exchange Price unless and until the
     net effect of one or more adjustments, each of which shall be carried
     forward until counted toward adjustment, will have resulted in a change of
     the Exchange Price by at least 1%, and when the cumulative effect of more
     than one adjustment so determined will be to change the Exchange Price by
     at least 1%, such change in the Exchange Price shall be given effect.

          (C)    ADJUSTMENT FOR CERTAIN CONSOLIDATIONS OR MERGERS.

          (i)    The following transactions shall be "REORGANIZATION EVENTS"
     hereunder:

                 (1)    any consolidation or merger of Cablevision or a
          resulting entity with or into another Person (other than a merger or
          consolidation in which Cablevision is the continuing company and in
          which shares of Class A Common Stock outstanding immediately prior to
          the merger or consolidation are not exchanged for securities, cash or
          other property of Cablevision or any successor to Cablevision), or

                 (2)    any sale, transfer, lease or conveyance to another
          Person of all or substantially all of the assets of Cablevision or any
          resulting entity.

     In the event a Reorganization Event occurs, each share of Series A
     Preferred Stock shall, after consummation of such Reorganization Event be
     exchangeable in the event of an exchange at the option of the Holder for
     the kind and amount of securities, cash or other property or combination
     thereof receivable upon consummation of such Reorganization

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     Event by a Holder of the number of shares of Class A Common Stock for which
     such share of Series A Preferred Stock might have been exchanged
     immediately prior to the date of consummation of such Reorganization Event.
     The kind and amount of securities for which the shares of the Series A
     Preferred Stock shall be exchangeable after consummation of a
     Reorganization Event shall be subject to adjustment as described in Section
     VI(B) following the date of consummation of such transaction.

          (ii)   If necessary, appropriate adjustment shall be made herein in
     the application of the provisions set forth in this Section VI(C) with
     respect to the rights and interests thereafter of the Holders, to the end
     that the provisions set forth herein shall thereafter correspondingly be
     made applicable, as nearly as may reasonably be made, in relation to any
     shares of stock or other securities or property thereafter deliverable on
     the exchange of the Series A Preferred Stock.

          (D)    NOTICE OF ADJUSTMENTS. Whenever the Exchange Price is adjusted
as provided in Section VI(B), the corporation shall within ten (10) Business
Days following the final determination of the adjustment to the Exchange Price
(or, if the corporation is not aware of such occurrence, as soon as practicable
after becoming so aware), provide written notice to the Holders of the
occurrence of such event and a statement in reasonable detail setting forth the
adjusted Exchange Price and the method by which the adjustment to the Exchange
Price was determined.

          (E)    NO FRACTIONAL SHARES. No fractional shares of Class A Common
Stock shall be issued upon the exchange of any shares of the Series A Preferred
Stock. In lieu of any fraction of a share of Class A Common Stock which would
otherwise be issuable in respect of the aggregate number of shares of the
Series A Preferred Stock surrendered by the same Holder upon exchange, such
Holder shall have the right to receive an amount in cash (computed to the
nearest cent) equal to the same fraction of the Current Market Price. If more
than one share of Series A Preferred Stock shall be surrendered for exchange at
one time by or for the same Holder, the number of full shares of Class A Common
Stock issuable upon exchange thereof shall be computed on the basis of the
aggregate number of shares of the Series A Preferred Stock so surrendered.

          (F)    OTHER ACTION. If Cablevision shall take any action affecting
the Class A Common Stock, other than an action described in this Section VI,
that in the opinion of the Board of Directors would materially adversely affect
the exchange rights of the Holders, the Exchange Price may be adjusted, to the
extent permitted by law, in such manner, if any, and at such time, as the Board
of Directors may determine to be equitable in the circumstances.

          (G)    TAXES. The corporation shall pay any and all documentary stamp
or similar issue or transfer taxes payable in respect of the issue or delivery
of shares of Class A Common Stock or other securities or property on exchange of
the Series A Preferred Stock pursuant hereto; PROVIDED, HOWEVER, that the
corporation shall not be required to pay any tax that may be payable in respect
of any transfer involved in the issue or delivery of shares of Class A Common
Stock or other securities or property in a name other than that of the Holder of
the Series A Preferred Stock to be exchanged and no such issue or delivery shall
be made unless and until the person requesting such issue or delivery has paid
to the corporation the amount of any

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                                       12

such tax or established, to the reasonable satisfaction of the corporation, that
such tax has been paid.

VII. VOTING RIGHTS

          (A)    In addition to the voting rights set forth in paragraph (B)
below and any voting rights to which Holders are entitled under Delaware law, at
every meeting of stockholders of the corporation, each Holder shall be entitled
to vote upon or consent to any matter in which holders of Common Stock are
permitted to vote upon or consent to, together as a class with the holders of
Common Stock, with each Holder being entitled to cast 1/10 of one (1) vote in
person or by proxy for each share of Series A Preferred Stock standing in such
Holder's name on the transfer books of the corporation. Except (i) as otherwise
required under Delaware law, (ii) pursuant to the Certificate of Incorporation,
as the same may be amended from time to time, or (iii) pursuant to the
provisions of any Certificates of Designations filed with respect to any other
series of Additional Preferred Stock, and except as set forth in paragraph (B)
below, holders of shares of Common Stock, Holders of shares of Series A
Preferred Stock and holders of shares of other series of Additional Preferred
Stock shall vote together as a single class on all matters required or permitted
to be voted upon by the stockholders of the corporation; PROVIDED, HOWEVER,
that, notwithstanding anything in this Section VII to the contrary, except as
otherwise required under Delaware law and as set forth in paragraph (B) below,
following any consolidation or merger in which the Person formed by or surviving
such consolidation or merger is other than the corporation, the Holders of
shares of Series A Preferred Stock shall no longer be entitled or permitted to
vote on any matter required or permitted to be voted upon by the stockholders of
such resulting or surviving Person.

          (B)    Without the approval of Holders of at least 66 2/3% of the
shares of Series A Preferred Stock then outstanding, voting or consenting, as
the case may be, as a single class, given in person or by proxy, either in
writing or by resolution adopted at an annual or special meeting called for the
purpose, the corporation shall not:

          (i)    amend, modify or repeal the Certificate of Designations so as
     to change the specified designations, rights, preferences, privileges,
     voting rights or powers of, or restrictions provided for the benefit of,
     the Series A Preferred Stock; PROVIDED that, the authorization or
     consummation of (a) any consolidation or merger of the corporation or any
     successor to the corporation with or into another Person or any sale,
     transfer, lease or conveyance to another Person of all or substantially all
     of the assets of the corporation or any successor to the corporation or (b)
     a transaction which results in the Series A Preferred Stock being converted
     into or exchanged for or becoming shares of a constituent entity or a
     resulting entity shall not, in the case of either clause (a) or (b),
     constitute an amendment, modification or repeal of this Certificate of
     Designations for purposes of this Section VII(B)(i);

          (ii)   reclassify any Junior Securities, Parity Securities or other
     outstanding Capital Stock of the corporation into any Parity Securities or
     Senior Securities; or

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                                       13

          (iii)  amend the corporation's Certificate of Incorporation so as to
     materially adversely affect the specified designations, rights,
     preferences, privileges or voting rights of the Series A Preferred Stock.

          (C)    The Holders of at least 66 2/3% of the shares of Series A
Preferred Stock then outstanding, voting or consenting, as the case may be, as a
single class, given in person or by proxy, either in writing or by resolution
adopted at an annual or special meeting called for the purpose, may waive
compliance with any provision of this Certificate of Designations.

          (D)    Except where the holders of shares of Common Stock, Holders of
shares of Series A Preferred Stock and holders of shares of other series of
Additional Preferred Stock shall vote together as a single class, as provided in
Section VII(A) above, in any case in which the Holders of shares of the Series A
Preferred Stock shall be entitled to vote pursuant to this Section VII or
pursuant to Delaware law, each Holder of shares of Series A Preferred Stock
shall be entitled to one vote for each share of Series A Preferred Stock held.

          (E)    Notwithstanding anything herein to the contrary, (i) the
creation, authorization or issuance of any shares of any Capital Stock of the
corporation, including any Senior Securities, Parity Securities or Junior
Securities, or (ii) the increase or decrease in the amount of authorized Capital
Stock of the corporation of any class, including any preferred stock, shall not
require the consent of the Holders of Series A Preferred Stock and shall not be
deemed to adversely affect the specified designations, rights, preferences,
privileges or voting rights of the Series A Preferred Stock

VIII. MUTILATED OR MISSING SERIES A PREFERRED STOCK CERTIFICATES

          If any of the Series A Preferred Stock certificates shall be
mutilated, lost, stolen or destroyed, the corporation shall issue, in exchange
and in substitution for and upon cancellation of the mutilated Series A
Preferred Stock certificate, or in lieu of and in substitution for the Series A
Preferred Stock certificate lost, stolen or destroyed, a new Series A Preferred
Stock certificate of like tenor and representing an equivalent amount of shares
of Series A Preferred Stock, but only upon receipt of evidence of such loss,
theft or destruction of such Series A Preferred Stock certificate and indemnity,
if requested, satisfactory to the corporation.

IX.  REISSUANCE; NO PREEMPTIVE RIGHTS

          (A)    Shares of Series A Preferred Stock that have been issued and
reacquired in any manner, including shares purchased or redeemed or exchanged,
shall (upon compliance with any applicable provisions of the laws of the State
of Delaware) have the status of authorized and unissued shares of preferred
stock undesignated as to series and may be redesignated and reissued as part of
any series of additional preferred stock other than the Series A Preferred
Stock.

          (B)    No shares of Series A Preferred Stock shall have any rights of
preemption whatsoever as to any securities of Cablevision or the corporation, or
any warrants, rights or options issued or granted with respect thereto,
regardless of how such securities or such warrants, rights or options may be
designated, issued or granted.

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                                       14

X.   BUSINESS DAY

          If any payment or redemption shall be required by the terms hereof to
be made on a day that is not a Business Day, such payment, redemption or
exchange shall be made on the immediately succeeding Business Day and no further
dividends shall accumulate after the day payment was required.

XI.  HEADINGS OF SUBDIVISIONS

          The headings of various subdivisions hereof are for convenience of
reference only and shall not affect the interpretation of any of the provisions
hereof.

XII. SEVERABILITY OF PROVISIONS

          If any right, preference or limitation of the Series A Preferred Stock
set forth in these resolutions and this Certificate of Designations filed
pursuant hereto (as such Certificate of Designations may be amended from time to
time) is invalid, unlawful or incapable of being enforced by reason of any rule
or law or public policy, all other rights, preferences and limitations set forth
in such Certificate of Designations, as amended, which can be given effect
without the invalid, unlawful or unenforceable right, preference or limitation
shall, nevertheless, remain in full force and effect, and no right, preference
or limitation herein set forth shall be deemed dependent upon any other such
right, preference or limitation unless so expressed herein.

XIII. NOTICE TO CABLEVISION OR THE CORPORATION

          All notices and other communications required or permitted to be given
to Cablevision or the corporation hereunder shall be made by first-class mail,
postage prepaid, to Cablevision or the corporation, as applicable, at its
principal executive offices (currently located on the date of the adoption of
these resolutions at the following address: 1111 Stewart Avenue, Bethpage, New
York 11714, Attention: General Counsel). Minor imperfections in any such notice
shall not affect the validity thereof.

XIV. LIMITATIONS

          Except as may otherwise be required by law, the shares of Series A
Preferred Stock shall not have any powers, preferences or relative,
participating, optional or other special rights other than those specifically
set forth in this resolution (as such resolution may be amended from time to
time) or otherwise in the Certificate of Incorporation of the corporation.

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                                       15

          IN WITNESS WHEREOF, this Certificate has been signed on this 31st day
of January, 2003.

                                         CSC HOLDINGS, INC.


                                         By:
                                             -----------------------------------
                                                Name:  Hank J. Ratner
                                                Title: Vice-Chairman


Attested by:


---------------------------
Name: Victoria D. Salhus
Title: Senior Vice President and
       Deputy General Counsel