State of Delaware

                        Office of the Secretary of State
                         
                        --------------------------------

         I, EDWARD J. FREEL,  SECRETARY  OF STATE OF THE STATE OF  DELAWARE,  DO
HEREBY  CERTIFY THE  ATTACHED IS A TRUE AND CORRECT COPY OF THE  CERTIFICATE  OF
AMENDMENT OF "AFFINITY TELEPRODUCTIONS,  INC.", CHANGING ITS NAME FROM "AFFINITY
TELEPRODUCTIONS,  INC." TO "AFFINITY ENTERTAINMENT,  INC.", FILED IN THIS OFFICE
ON THE THIRD DAY OF JULY, A.D. 1996, AT 9 O'CLOCK A.M.

         A CERTIFIED  COPY OF THIS  CERTIFICATE  HAS BEEN  FORWARDED  TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.

<PAGE>



                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                         AFFINITY TELEPRODUCTIONS, INC.


         We,  the   undersigned,   being  all  of  the   Officers   of  Affinity
Teleproductions,  Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware,

         DO HEREBY CERTIFY:

         Affinity  Teleproductions,  Inc., a corporation  organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,

         DOES HEREBY CERTIFY:

         FIRST: That the first paragraph of the First Article of the Certificate
of Incorporation is hereby amended to read as follows:

         "The  name  of  the   corporation   shall  be   changed   to   Affinity
Entertainment, Inc."

         SECOND:  That the Fourth Article of the Certificate of Incorporation is
hereby amended to read as follows:

         "4. The total  number of shares of stock  which the  corporation  shall
have   authority  to  issue  is  twenty-five   million  five  hundred   thousand
(25,500,000)  shares of which  twenty-five  million  shares of the par value One
Cent ($.01),  amounting in the aggregate to Two Hundred Fifty  Thousand  Dollars
($250,000.00),  shall  be  Common  Stock  and of  which  five  hundred  thousand
(500,000)  shares  of the par  value of One  Dollar  ($1.00),  amounting  in the
aggregate to Five Hundred  Thousand  Dollars  ($500,000.00),  shall be Preferred
Stock."


<PAGE>


         THIRD:  That the  amendments  were duly adopted in accordance  with the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.

         IN WITNESS  WHEREOF,  we have signed this  Certificate this 30th day of
June, 1996.

                                                  /s/ William J. Bosso
                                                  ______________________________
                                                  William J. Bosso
                                                  President


                                                  /s/ James E. Farrell
                                                  ______________________________
                                                  James E. Farrell
                                                  Vice-President and Treasurer



         I, the  undersigned,  being the President  hereinbefore  named, do make
this  certificate,  hereby declaring and certifying that this is my act and deed
and the facts herein stated are true, and accordingly  have hereunto set my hand
this 30th day of June, 1996.


                                                  /s/ William J. Bosso
                                                  ______________________________
                                                  William J. Bosso
                                                  Corporation Secretary