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                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                      PEGASUS MEDIA & COMMUNICATIONS, INC.


                  PEGASUS MEDIA COMMUNICATIONS, INC., a corporation organized
and existing under and by virtue of the Delaware General Corporation Law (the
"Company"),

         DOES HEREBY CERTIFY:

         1.       The name of the Corporation is Pegasus Media &
                  Communications, Inc.  The date of filing of its
                  original Certificate of Incorporation with the
                  Secretary of State was December 29, 1993.

         2.       This Amended and Restated Certificate of Incorporation
                  restates and integrates and further amends the
                  Amended and Restated Certificate of Incorporation of
                  the Corporation by deleting Article Eighth in its
                  entirety.

         3.       The text of the Certificate of Incorporation is amended
                  hereby to read as herein set forth in full:

                           "FIRST:  The name of the Corporation is
         PEGASUS MEDIA & COMMUNICATIONS, INC.

                           SECOND: The address of the Corporation's registered
         office in the State of Delaware is 103 Springer Building, 3411
         Silverside Road, Wilmington, Delaware 19810. The name of the
         Corporation's registered agent at such address is Organization
         Services, Inc., in the County of New Castle.

                           THIRD: The purpose of the Corporation is to act as a
         holding company and to engage in any lawful act of activity for which
         corporations may be organized under the General Corporation Law of
         Delaware.

                           FOURTH: The total number of shares of stock which the
         Corporation shall have authority to issue is Two Hundred Fifty Thousand
         (250,000) shares, par value $.01 per share, of which 230,000 shares are
         designated Class A Common Stock and of which 20,000 shares are
         designated Class B Common Stock. The Class A Common Stock shall have
         ten (10) votes for each share, and the Class B Common Stock shall have
         one (1) vote for each share.



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                           FIFTH:  The name and mailing address of the
         incorporator is as follows:

                  Name                                     Mailing Address
                  ----                                     ---------------

           Marshall W. Pagon                         103 Springer Building
                                                     3411 Silverside Road
                                                     Wilmington, DE 19810

                           SIXTH: In furtherance and not in limitation of the
         general powers conferred by the laws of the State of Delaware, the
         Board of Directors is expressly authorized to make, alter or repeal the
         By-Laws of the Corporation, except as specifically otherwise provided
         therein.

                           SEVENTH: A director of the Corporation shall have no
         personal liability to the Corporation or its stockholders for monetary
         damages for breach of fiduciary duty as a director except to the extent
         that Section 102(b)(7) (or any successor provision) of the Delaware
         General Corporation Law, as amended from time to time, expressly
         provides that the liability of a director may not be eliminated or
         limited."

         4.       This Restated Certificate of Incorporation was duly
                  adopted by the written consent of the sole stockholder
                  in accordance with applicable provisions of Sections
                  228, 242, and 245 of the Delaware General Corporation
                  Law.

                  IN WITNESS WHEREOF, the Company has caused this Certificate to
be signed by Ted S. Lodge, its Senior Vice President and attested by Howard E.
Verlin, its Secretary, as of this 21st day of January, 1997.


                                                     /s/ Ted S. Lodge
                                                     --------------------------
                                                     Ted S. Lodge
                                                     Senior Vice President


ATTEST:

/s/ Howard E. Verlin
------------------------
Howard E. Verlin
Secretary