AT&T CORP.

                                   ----------


                             RESTATED CERTIFICATE OF

                            INCORPORATION OF AMERICAN

                         TELEPHONE AND TELEGRAPH COMPANY

                             FILED JANUARY 10, 1989

                                   ----------



                       WITH AMENDMENTS DATED JUNE 8, 1989,
           MARCH 18, 1992, JUNE 1, 1992, APRIL 20, 1994, JUNE 8, 1998,
                 MARCH 9, 1999, APRIL 12, 2000 AND JUNE 2, 2000

<PAGE>


                    RESTATED CERTIFICATE OF INCORPORATION OF
                    AMERICAN TELEPHONE AND TELEGRAPH COMPANY
                        UNDER SECTION 807 OF THE BUSINESS
                                 CORPORATION LAW

         We,  the  undersigned,  being  a  Vice  President  and  the  Secretary,
respectively,  of American Telephone and Telegraph Company, do hereby certify as
follows:

          1.   The name of the corporation is "American  Telephone and Telegraph
Company."

          2.   The Certificate of  Incorporation of the corporation was filed in
the  office  of the  Secretary  of  State of New York on March 3,  1885.

          3.   The  text of   the  Certificate  of Incorporation (1)  is  hereby
amended  pursuant  to  authority  vested  in  the  Board  of  Directors  by  the
Certificate of Incorporation of the corporation,  as heretofore amended,  and in
accordance  with  Section 502 of the Business  Corporation  Law to delete in its
entirety  Article  EIGHTH  thereof  stating  the number,  designation,  relative
rights,  preferences,  and  limitations  pertaining  to four series of preferred
shares, all of which shares have been redeemed by the corporation,  and renumber
the articles subsequent thereto sequentially  following Article SEVENTH; and (2)
as so amended and as amended heretofore is hereby restated to read as herein set
forth in full:

                  "We do hereby associate  ourselves together for the purpose of
         constructing, buying, owning, leasing, or otherwise obtaining, lines of
         electric  telegraph  partly  within and party  beyond the limits of the
         State of New York,  and of equipping,  using,  operating,  or otherwise
         maintaining,  the same;  and of becoming a body  politic and  corporate
         under and by virtue of the  provisions of an act of the  Legislature of
         the State of New York entitled `An Act to provide for the incorporation
         and regulation of telegraph  companies,' passed April 12, 1848, and the
         various acts amendatory thereof or supplemental  thereto; and of having
         and exercising all and every of the powers, privileges,  franchises and
         immunities  in and by said  acts  conferred.  And in  pursuance  of the
         requirements of the various acts aforesaid,  and for the purposes above
         set forth, we do hereby declare and certify as follows,

                  "FIRST.  The name assumed to distinguish  such association and
         to be used in its dealings, and by which it may sue and be sued, is the
         American Telephone and Telegraph Company.

                  "SECOND.  The general  route of the lines of telegraph of said
         association  will be from a point  or  points  in the  city of New York
         along all rail roads, bridges, highways and other practicable, suitable
         and convenient ways or courses, leading thence to the cities of Albany,
         Boston,  and the  intermediate  cities,  towns and places,  also from a
         point or points in and through the city of New York, and thence through
         and across  the  Hudson  and East  rivers and the bay and harbor of New
         York, to Jersey City, Long Island City and Brooklyn, and along all rail
         roads, bridges, highways and other practicable, suitable and convenient
         ways and courses to the cities of Philadelphia,  Baltimore, Washington,
         Richmond,  Charleston,  Mobile and New Orleans, and to all intermediate
         cities,  towns and places; and in like manner to the cities of Buffalo,
         Pittsburgh,  Cleveland, Cincinnati,  Louisville, Memphis, Indianapolis,
         Chicago,  Saint  Louis,  Kansas  City,  Keokuk,  Des  Moines,  Detroit,
         Milwaukee, Saint Paul, Minneapolis,  Omaha, Cheyenne, Denver, Salt Lake
<PAGE>
         City, San Francisco and Portland, and to all intermediate cities, towns
         and places, and also along all rail roads, bridges,  highways and other
         practicable,  suitable  and  convenient  ways  and  courses  as  may be
         necessary or proper for the purpose of  connecting  with each other one
         or more  points in said city of New  York,  and in each of the  cities,
         towns and places hereinabove specifically or generally designated.

                  "And it is further  declared  and  certified  that the general
         route  of  the  lines  of  this  association,   in  addition  to  those
         hereinbefore  described or designated,  will connect one or more points
         in each and every city, town or place in the State of New York with one
         or more  points in each and  every  other  city,  town or place in said
         State, and in each and every other of the United States,  and in Canada
         and Mexico,  and each and every of said cities,  towns and places is to
         be  connected  with each and every  other  city,  town or place in said
         States and  Countries,  and also by cable and other  appropriate  means
         with the rest of the known world as may hereafter  become  necessary or
         desirable in conducting the business of this association.

                  "THIRD.  The aggregate  number of shares which the corporation
         is  authorized  to  issue  is  1,600,000,000   shares,   consisting  of
         1,500,000,000  common  shares  having a par  value of $1 pre  share and
         100,000,000 preferred shares having a par value of $1 per share.

                  "The  preferred  shares may be issued from time to time in one
         or more series.  All preferred  shares of all series shall rank equally
         and be identical in all respects  except that the Board of Directors is
         authorized to fix the number of shares in each series,  the designation
         thereof  and,  subject to the  provisions  of this Article  Third,  the
         relative  rights,  preferences  and  limitations of each series and the
         variations  in such  rights,  preferences  and  limitations  as between
         series  and  specifically  is  authorized  to fix with  respect to each
         series:

                  "(a) the  dividend rate on  the shares of such  series and the
         date or dates from which dividends shall be cumulative;

                  "(b) the times when, the prices at which,  and all other terms
         and conditions upon which, shares of such series shall be redeemable;

                  "(c) the  amounts  which the  holders of shares of such series
         shall be  entitled  to receive  upon the  liquidation,  dissolution  or
         winding up of the  corporation,  which  amounts may vary  depending  on
         whether  such  liquidation,  dissolution  or winding up is voluntary or
         involuntary and, if voluntary, may vary at different dates;

                  "(d) whether or not the shares of such series shall be subject
         to the operation of a purchase,  retirement or sinking fund and, if so,
         the extent to and manner n which such  purchase,  retirement or sinking
         fund shall be applied to the  purchase or  redemption  of the shares of
         such series for  retirement  or for other  corporate  purposes  and the
         terms and  provisions  relative  to the  operation  of the said fund or
         funds;

                  "(e)  whether  or not the  shares  of  such  series  shall  be
         convertible  into or  exchangeable  for  shares of any  other  class or
         series  and,  if so,  the  price  or  prices  or the  rate or  rates of
         conversion or exchange and the method, if any, of adjusting the same;

                  "(f) the  restrictions,  if any, upon the payment of dividends
         or making of other  distributions  on, and upon the  purchase  or other
         acquisition of, common shares;
<PAGE>
                  "(g)  the   restrictions,   if  any,   upon  the  creation  of
         indebtedness,  and the  restrictions,  if any,  upon  the  issue of any
         additional  shares  ranking on a parity  with or prior to the shares of
         such  series  in  addition  to the  restrictions  provided  for in this
         Article Third;

                  "(h) the voting  powers,  if any, of the shares of such series
         in addition to the voting  powers  provided for in this Article  Third;
         and

                  "(i) such other rights,  preferences  and limitations as shall
not be inconsistent with this Article Third.

"All shares of any particular  series shall rank equally and be identical in all
respects  except that  shares of any one series  issued at  different  times may
differ as to the date from which dividends shall be cumulative.

         "Dividends on preferred  shares of each series shall be cumulative from
the date or  dates  fixed  with  respect  to such  series  and  shall be paid or
declared  or set apart for  payment  for all past  dividend  periods and for the
current  dividend period before any dividends  (other than dividends  payable in
common  shares)  shall be  declared  or paid or set apart for  payment on common
shares.  Whenever,  at any time, full cumulative dividends for all past dividend
periods and for the current dividend period shall have been paid or declared and
set  apart  for  payment  on all  then  outstanding  preferred  shares  and  all
requirements  with respect to any purchase,  retirement or sinking fund or funds
for all series of preferred  shares shall have been complied  with, the Board of
Directors may declare  dividends on the common  shares and the preferred  shares
shall not be entitled to share therein.

         "Upon any  liquidation,  dissolution or winding up of the  corporation,
the holders of preferred  shares of each series shall be entitled to receive the
amounts to which such holders are entitled as fixed with respect to such series,
including all dividends  accumulated to the date of final  distribution,  before
any payment or distribution of assets of the corporation shall be made to or set
apart for the holders of common shares and after such  payments  shall have been
made in full to the holders of preferred  shares,  the holders of common  shares
shall  be  entitled  to  receive  any and  all  assets  remaining  to be paid or
distributed  to  shareholders  and the holders of preferred  shares shall not be
entitled to share  therein.  For the purposes of this  paragraph,  the voluntary
sale,  conveyance,  lease,  exchange or transfer of all or substantially all the
property  or  assets  of the  corporation  or a  consolidation  or merger of the
corporation with one or more other corporations  (whether or not the corporation
is the corporation  surviving such  consolidation or merger) shall not be deemed
to be a liquidation, dissolution or winding up, voluntary or involuntary.

         "The  aggregate  amount which all preferred  shares  outstanding at any
time shall be entitled to receive on  involuntary  liquidation,  dissolution  or
winding up shall not exceed $8,000,000,000.

         "So long as any preferred shares are outstanding,  the corporation will
not (a)  without  the  affirmative  vote or consent  of the  holders of at least
66-2/3%  of all the  preferred  shares at the time  outstanding,  (i)  authorize
shares of stock  ranking  prior to the  preferred  shares,  or (ii)  change  any
provision of this Article Third so as to affect adversely the preferred  shares;
(b) without the  affirmative  vote or consent of the holders of at least 66-2/3%
of any series of  preferred  shares at the time  outstanding,  change any of the
provisions  of such series so as to affect  adversely the shares of such series;
(c)  without  the  affirmative  vote or  consent  of the  holders  of at least a
majority of all the preferred shares at the time  outstanding,  (i) increase the
authorized  number of  preferred  shares or (ii)  authorize  shares of any other
class of stock ranking on a parity with the preferred shares.
<PAGE>
         "Whenever,  at any time or times, dividends payable on preferred shares
shall be in default in an  aggregate  amount  equivalent  to six full  quarterly
dividends on any series of preferred shares at the time outstanding,  the number
of directors then  constituting the Board of Directors of the corporation  shall
ipso facto be increased by two, and the outstanding  preferred  shares shall, in
addition to any other voting rights, have the exclusive right, voting separately
as a class  and  without  regard  to  series,  to  elect  two  directors  of the
corporation  to fill such  newly  created  directorships  and such  right  shall
continue until such time as all dividends accumulated on all preferred shares to
the latest dividend  payment date shall have been paid or declared and set apart
for payment.

         "No  holder of  preferred  shares of any  series,  irrespective  of any
voting or other rights of shares of such series, shall have, as such holder, any
preemptive  right  to  purchase  any  other  shares  of the  corporation  or any
securities  convertible  into or  entitling  the holder to  purchase  such other
shares.

         "If in any case the amounts payable with respect to any requirements to
retire  preferred  shares  are not paid in full in the case of all  series  with
respect to which such requirements  exist, the number of shares to be retired in
each series shall be in  proportion  to the  respective  amounts  which would be
payable on account of such  requirements  if all  amounts  payable  were paid in
full.

         "FOURTH.  The number of directors shall be as provided for in the
By-Laws.

         "FIFTH.  The duration of the corporation shall be perpetual.

         "SIXTH.  The  office of the  corporation is  located in the  Borough of
Manhattan, City and County of New York, State of New York.

         "SEVENTH. The Secretary of State of the State of New York is designated
as agent of the corporation upon whom process against it may be served. The post
office  address to which the Secretary of State shall mail a copy of any process
served upon him as agent of the corporation is American  Telephone and Telegraph
Company, 550 Madison Avenue, New York, New York 10022.

         "EIGHTH.  No  holder of  common shares shall have, as such  holder, any
preemptive right to purchase any shares or other securities of the corporation.

         "NINTH.  No director shall be personally  liable to the  Corporation or
any of its  shareholders  for  damages  for any  breach  of duty as a  director;
provided, however, that the foregoing provision shall not eliminate or limit (i)
the liability of a director if a judgment or other final adjudication adverse to
him or her  establishes  that his or her acts or omissions  were in bad faith or
involved intentional  misconduct or a knowing violation of law or that he or she
personally  gained in fact a financial  profit or other advantage to which he or
she was not legally entitled or that his or her acts violated Section 719 of the
New York Business  Corporation  Law; or (ii) the liability of a director for any
act or omission prior to the adoption of this Article NINTH by the  shareholders
of the Corporation.

          4.   The  manner  in  which  this  restatement of  the  Certificate of
Incorporation  was authorized  was by a resolution of the  Board of Directors of
the corporation.
<PAGE>
In Witness  Whereof,  we have signed and verified this Restated  Certificate  of
Incorporation  of  American  Telephone  and  Telegraph  Company  this 9th day of
January 1989.

                                  /s/      S. L. Prendergast
                                  -----------------------------------
                                  By:      S. L. Prendergast
                                           Corporate Vice President
                                             and Treasurer



                                  /s/      R. E. Scannell
                                  ------------------------------------------
                                  By:      R. E. Scannell
                                           Corporate Vice President - Law
                                             and Secretary
<PAGE>

State of New York
                       ss.:
County of New York

     R. E. Scannell, being duly sworn, deposes and says that he is the Corporate
Vice President - Law and Secretary of American  Telephone and Telegraph Company,
that he signed the foregoing  Certificate  as Corporate Vice President - Law and
Secretary of such corporation,  that he knows the contents thereof, and that the
statements therein contained are true.



                                  /s/      R. E. Scannell
                                  ------------------------------------------
                                  By:      R. E. Scannell
                                           Corporate Vice President - Law
                                             and Secretary

Subscribed and sworn to before me this 9th day of January 1989.

            Janet M. Kirpan
             Notary Public

            Janet M. Kirpan
    Notary Public, State of New York
            No. 31-4624682
      Qualified in New York County
    Commission expires March 30, 1990

<PAGE>

                    CERTIFICATE OF CORRECTION OF THE RESTATED
                         CERTIFICATE OF INCORPORATION OF
                    AMERICAN TELEPHONE AND TELEGRAPH COMPANY
                            UNDER SECTION 105 OF THE
                            BUSINESS CORPORATION LAW

         We,  the  undersigned,  Robert E.  Scannell  and B. Ward  White,  being
respectively  the Corporate Vice President - Law and Secretary and the Assistant
Secretary  of  American  Telephone  and  Telegraph  Company  for the  purpose of
correcting  the date  appearing  in the  citation  to `An Act to provide for the
incorporation  and  regulation  of telegraph  companies,'  passed April 12, 1848
(stated correctly as 1948) which appears on the face of the Restated Certificate
of Incorporation of American  Telephone and Telegraph  Company under Section 807
of the Business Corporation Law hereby certify:

         1.     The name of the corporation is  American Telephone and Telegraph
Company.

         2.     The Restated  Certificate of Incorporation of American Telephone
and  Telegraph  Company under  Section 807 of the Business  Corporation  Law was
filed by the Department of State on January 10, 1989.

         3.     The  last  paragraph  of the  first page  of the  certificate is
corrected to read as follows:

         "We  do  hereby  associate   ourselves  together  for  the  purpose  of
         constructing, buying, owning, leasing, or otherwise obtaining, lines of
         electric  telegraph  partly  within and partly beyond the limits of the
         State of New York,  and of equipping,  using,  operating,  or otherwise
         maintaining,  the same;  and of becoming a body  politic and  corporate
         under and by virtue of the  provisions of an act of the  Legislature of
         the State of New York entitled `An Act to provide for the incorporation
         and regulation of telegraph  companies.' passed April 12, 1848, and the
         various acts amendatory thereof or supplemental  thereto; and of having
         and exercising all and every of the powers, privileges,  franchises and
         immunities  in and by said  acts  conferred.  And in  pursuance  of the
         requirements of the various acts aforesaid,  and for the purposes above
         set forth, we do hereby declare and certify as follows,
<PAGE>

         IN WITNESS WHEREOF, we have signed and verified this certificate on the
31st day of May,  1989 and we affirm  the  statements  contained  herein as true
under penalties of perjury.

                                       AMERICAN TELEPHONE AND TELEGRAPH COMPANY

                                       /s/      Robert E. Scannell
                                       -----------------------------------------
                                       By:      Robert E. Scannell
                                                Corporate Vice President - Law
                                                  and Secretary

                                       /s/      B. Ward White
                                            --------------------------
                                       By:      B. Ward White
                                                Assistant Secretary

<PAGE>

                      CERTIFICATE OF CHANGE OF THE RESTATED
                         CERTIFICATE OF INCORPORATION OF
                    AMERICAN TELEPHONE AND TELEGRAPH COMPANY
                           UNDER SECTION 805-A OF THE
                            BUSINESS CORPORATION LAW

         1.     The name of the corporation is "American Telephone and Telegraph
Company."

         2.     The Certificate of Incorporation was filed  in the office of the
Secretary of State of the State of New York on March 3, 1885.

         3.     The change in  the Certificate of Incorporation effected by this
Certificate of Change is as follows:

                To  change the  post office  address to which the  Secretary  of
         State of the State of New York shall mail a copy of any process against
         the corporation served upon said Secretary of State.

         4.     To  accomplish  the foregoing  change,  Article  SEVENTH  of the
Certificate of Incorporation, relating to service of process, is hereby stricken
out in its entirety,  and the following new Article  SEVENTH is  substituted  in
lieu thereof:

                "SEVENTH.  The  Secretary  of State  of the State of New York is
         designated as agent of the corporation upon whom process against it may
         be served.  The post  office  address to which the  Secretary  of State
         shall  mail a copy of any  process  served  upon  him as  agent  of the
         corporation is American Telephone and Telegraph  Company,  32 Avenue of
         the Americas, New York, New York, 10013.

         5.     The manner in  which  this Certificate  of Change was authorized
was by resolution of the Board of Directors of the corporation.

<PAGE>

         IN WITNESS  WHEREOF,  we have signed and verified this  Certificate  of
Change of American Telephone and Telegraph Company this 16th day of March 1992.

                                       /s/   S. L. Prendergast
                                       --------------------------
                                       By:   S. L. Prendergast
                                             Corporate Vice President
                                               and Treasurer

                                       /s/   R. E. Scannell
                                       ------------------------------------
                                       By:   R. E. Scannell
                                             Vice President - Law and Secretary

<PAGE>

State of New York
                                  ss.:
County of New York

     R. E.  Scannell,  being duly  sworn,  deposes  and says that he is the Vice
President - Law and Secretary of American Telephone and Telegraph Company,  that
he signed the  foregoing  Certificate  as Vice  President - Law and Secretary of
such corporation,  that he knows the contents  thereof,  and that the statements
therein contained are true.



                                       /s/   R. E. Scannell
                                       ------------------------------------
                                       By:   R. E. Scannell
                                             Vice President - Law and Secretary

Subscribed and sworn to before me this 16th day of March 1992.

            Janet M. Kirpan
             Notary Public

            Janet M. Kirpan
    Notary Public, State of New York
            No. 31-4624682
     Qualified in New York County
   Commission expires March 30, 1994

<PAGE>

                    CERTIFICATE OF AMENDMENT OF THE RESTATED
                         CERTIFICATE OF INCORPORATION OF
                    AMERICAN TELEPHONE AND TELEGRAPH COMPANY
                            UNDER SECTION 805 OF THE
                            BUSINESS CORPORATION LAW

         We,  the   undersigned,   being  a  Vice   President   and   Secretary,
respectively,  of American Telephone and Telegraph Company, do hereby certify as
follows:

         1. The name of the  corporation  is "American  Telephone  and Telegraph
Company."

         2. The Certificate of Incorporation of the corporation was filed in the
office of the Secretary of State of the State of New York on March 3, 1885.

         3. Said  Certificate  of  Incorporation  is  amended  to  increase  the
authorized  number of  common  shares of the  capital  stock of the  corporation
having a par value of $1 from 1,500,000,000 to 2,000,000,000 shares.

         4. To effect the  foregoing,  the first  paragraph of Article  THIRD of
said  Certificate of  Incorporation,  relating to the aggregate number of shares
the corporation is authorized to issue,  the par value thereof,  and the classes
into which the shares are divided is hereby  stricken out in its  entirety,  and
the  following  new first  paragraph  of Article  THIRD is  substituted  in lieu
thereof:

             "THIRD.  The  aggregate  number of shares which the corporation  is
         authorized   to   issue  is   2,100,000,000   shares,   consisting   of
         2,000,000,000  common  shares  having a par  value of $1 per  share and
         100,000,000 preferred shares having a par value of $1 per share.

         5. The manner in which the foregoing  amendment of said  Certificate of
Incorporation  was  authorized  was by vote of the  holders of a majority of all
outstanding  shares of the corporation  entitled to vote thereon at a meeting of
shareholders, subsequent to the unanimous vote of the Board of Directors.

<PAGE>

         IN WITNESS  WHEREOF,  we have signed and verified this  Certificate  of
Amendment  of said  Certificate  of  Incorporation  of  American  Telephone  and
Telegraph Company this 13th day of May, 1992.

                                  /s/      S. L. Prendergast
                                  ------------------------------
                                  By:      S. L. Prendergast
                                           Vice President and Treasurer



                                  /s/      R. E. Scannell
                                  ------------------------------
                                  By:      R. E. Scannell
                                           Vice President - Law and Secretary

<PAGE>

          Certificate of Amendment of the Certificate of Incorporation
                                       of
                    American Telephone and Telegraph Company

                Under Section 805 of the Business Corporation Law

         We, the undersigned,  being a Vice President and an Assistant Secretary
respectively,  of American Telephone and Telegraph Company, do hereby certify as
follows:

         FIRST: The name of the corporation is American  Telephone and Telegraph
Company.

         SECOND:  The Certificate of  Incorporation of the corporation was filed
by the Department of State on March 3, 1885.

         THIRD:  The Certificate of  Incorporation  of the corporation is hereby
amended by changing the name of the corporation to AT&T Corp.

         FOURTH:  To accomplish  the foregoing  amendment,  Article FIRST of the
Certificate of Incorporation of the corporation is amended to read as follows:

              "FIRST.  The name of the corporation is AT&T Corp."

         FIFTH: The manner in which the foregoing  amendment of said Certificate
of Incorporation of the corporation was authorized was by vote of the holders of
a majority of all outstanding shares of the corporation entitled to vote thereon
at a meeting of  shareholders,  subsequent to the unanimous vote of the Board of
Directors.

         IN WITNESS WHEREOF,  we have subscribed this document on April 20, 1994
and do hereby  affirm,  under the  penalties  of  perjury,  that the  statements
contained therein have been examined by us and are true and correct.

                                  /s/      Jim G. Kilpatric
                                  --------------------------------------
                                  By:      Jim G. Kilpatric
                                           Senior Vice President - Law

                                  /s/      Robert A. Maynes
                                  --------------------------
                                  By:      Robert A. Maynes
                                           Assistant Secretary

<PAGE>

                            CERTIFICATE OF AMENDMENT
                       OF THE CERTIFICATE OF INCORPORATION
                                       OF
                                   AT&T CORP.
                            UNDER SECTION 805 OF THE
                            BUSINESS CORPORATION LAW

         We, the  undersigned,  being a Vice President and Assistant  Secretary,
respectively, of AT&T Corp., do hereby certify as follows:

         1. The name of the  corporation  is AT&T Corp. The name under which the
Corporation was formed is American Telephone and Telegraph Company.

         2. The Certificate of Incorporation of the corporation was filed in the
office of the Secretary of State of the State of New York on March 3, 1885.

         3. Said  Certificate  of  Incorporation  is  amended  to  increase  the
authorized  number of  common  shares of the  capital  stock of the  corporation
having a par value of $1 from 2,000,000,000 shares to 6,000,000,000 shares.

         4. To effect the  foregoing,  the first  paragraph of Article  THIRD of
said  Certificate of  Incorporation,  relating to the aggregate number of shares
the corporation is authorized to issue,  the par value thereof,  and the classes
into which the shares are divided is hereby  stricken out in its  entirety,  and
the  following  new first  paragraph  of Article  THIRD is  substituted  in lieu
thereof:

                   "THIRD.  The aggregate number of shares which the
              corporation  is authorized to issue is  6,100,000,000  shares,
              consisting of  6,000,000,000  common shares having a par value
              of $1 per share and 100,000,000  preferred shares having a par
              value of $1 per share.

         5. The manner in which the foregoing  amendment of said  Certificate of
Incorporation  was  authorized  was by vote of the  holders of a majority of all
outstanding  shares of the corporation  entitled to vote thereon at a meeting of
shareholders, subsequent to the unanimous vote of the Board of Directors.

<PAGE>

         IN WITNESS  WHEREOF,  we have signed this  Certificate  of Amendment of
said  Certificate of  Incorporation of AT&T Corp. this 22th day of May, 1998 and
we affirm the statements contained therein as true under penalties of perjury.

                                       /s/  Marilyn J. Wasser
                                       -----------------------------
                                            M. J. Wasser
                                            Vice President-Law and
                                              Secretary



                                       /s/  Robert A. Maynes
                                       -----------------------------
                                            R. A. Maynes
                                            Assistant Secretary

<PAGE>

          Certificate of Amendment of the Certificate of Incorporation
                Under Section 805 of the Business Corporation Law

         We, the undersigned,  being a Vice President and an Assistant Secretary
respectively, of AT&T Corp., do hereby certify as follows:

                  FIRST:  The name of the corporation is AT&T Corp.

                  SECOND:  The  Certificate of  Incorporation of the corporation
         was  filed by the  Department of State on March 3, 1885  under the name
         American Telephone and Telegraph Company.

                  THIRD: (a) The Certificate of Incorporation of the corporation
         is hereby  amended to create two new classes of common  stock,  Class A
         Liberty Media Group Common Stock and Class B Liberty Media Group Common
         Stock,   each  having  the  number,   designation,   relative   rights,
         preferences, and limitations as set forth herein.

                  (b) To effect the  foregoing,  Article THIRD is hereby amended
         and restated in its entirety as follows:

                                  ARTICLE THIRD

                                  CAPITAL STOCK

PART A--AUTHORIZED SHARES

         The aggregate  number of shares which the  corporation is authorized to
issue is eight  billion eight  hundred  fifty  million  (8,850,000,000)  shares,
consisting of one hundred million  (100,000,000)  preferred  shares having a par
value of $1.00 per share  ("Preferred  Stock") and eight  billion  seven hundred
fifty   million   (8,750,000,000)   common   shares,   of  which   six   billion
(6,000,000,000)  common shares shall be Common Stock having a par value of $1.00
per share ("Common  Stock"),  two billion five hundred  million  (2,500,000,000)
common  shares  shall be Class A Liberty  Media Group  Common Stock having a par
value of $1.00 per share  ("Class A Liberty  Media Group Common  Stock") and two
hundred fifty million (250,000,000) common shares shall be Class B Liberty Media
Group Common Stock having a par value of $1.00 per share ("Class B Liberty Media
Group Common Stock"). The Class A Liberty Media Group Common Stock and the Class
B Liberty  Media Group Common Stock are  collectively  referred to herein as the
"Liberty Media Group Common Stock".

         The authorized  shares of Class B Liberty Media Group Common Stock will
only be issued (i)  pursuant  to the  Agreement  and Plan of  Restructuring  and
Merger, dated June 23, 1998 (the "Merger Agreement"), among Tele-Communications,
Inc., Italy Merger Corp. and the corporation, (ii) upon conversion,  exercise or
exchange of Pre-Merger Convertible Securities,  (iii) in a subdivision (by stock
split or otherwise) of outstanding  shares of Class B Liberty Media Group Common
Stock,  or (iv)  as a stock  dividend  or  share  distribution  (as  defined  in
paragraph 4 of Part B of this Article Third).

PART B--COMMON STOCK AND LIBERTY GROUP COMMON STOCK

         Each share of Common  Stock,  each share of Class A Liberty Media Group
Common  Stock and each share of Class B Liberty  Media Group Common Stock shall,
except as otherwise provided in this Article Third, be identical in all respects
and shall have equal rights, powers and privileges.
<PAGE>
1.       Voting Rights.

         (a)  Holders of Common  Stock  shall be  entitled  to one vote for each
share of such stock held,  holders of Class A Liberty  Media Group  Common Stock
shall be entitled to one-tenth of a vote for each share of such stock held,  and
holders of Class B Liberty  Media  Group  Common  Stock shall be entitled to one
vote for  each  share of such  stock  held,  on all  matters  presented  to such
shareholders.

         (b) Except as may otherwise be required by the laws of the State of New
York or, with respect to additional or special voting rights (which may include,
without  limitation,  rights of any such  holders of any such class or series to
elect one or more directors voting separately as a class) of any class or series
of Preferred  Stock or any other class of common shares,  in the  Certificate of
Incorporation  of the  corporation  as the same may be amended from time to time
(this  "Certificate")  (including  the terms of any class or series of Preferred
Stock and any resolution or resolutions  providing for the establishment of such
class or series  pursuant to authority  vested in the Board of Directors by this
Certificate and the terms of any other class of common  shares),  the holders of
shares of Common  Stock,  the  holders of shares of each  other  class of common
shares,  if any,  entitled  to vote  thereon,  the  holders of shares of Class A
Liberty  Media Group  Common  Stock and the holders of shares of Class B Liberty
Media Group Common  Stock,  and the holders of shares of each class or series of
Preferred Stock, if any, entitled to vote thereon,  shall vote as one class with
respect to all matters to be voted on by shareholders of the corporation, and no
separate vote or consent of the holders of shares of Common  Stock,  the holders
of shares of Class A Liberty Media Group Common Stock,  the holders of shares of
Class B Liberty  Media Group  Common  Stock or the holders of shares of any such
class of common  shares or any such class or series of Preferred  Stock shall be
required for the approval of any such matter, except that:

(i)      any  amendment,  alteration or repeal of any of the  provisions of this
         Certificate  which would (x) increase or decrease the aggregate  number
         of authorized  shares of Liberty Media Group Common Stock, (y) increase
         or decrease  the par value of the shares of Liberty  Media Group Common
         Stock or (z) alter or change the  powers,  preferences,  privileges  or
         special  rights of the shares of Liberty Media Group Common Stock so as
         to affect them  adversely  shall  require the  approval of both (A) the
         holders of a majority  of the  combined  voting  power of the shares of
         Common  Stock,  Liberty Media Group Common Stock and any other class of
         common  shares  entitled  to vote with  respect to such  matter and any
         class or series of  Preferred  Stock  entitled to vote with  respect to
         such matter then  outstanding,  voting together as a single class,  and
         (B) the  holders  of a majority  of the  combined  voting  power of the
         shares of Liberty  Media Group Common  Stock,  voting  separately  as a
         class  (without any vote of the holders of the Common Stock,  any other
         class of common shares or any class or series of Preferred Stock of the
         corporation);

(ii)     a Covered  Disposition shall require, in addition to any other approval
         that may be required pursuant to law or this Certificate,  the approval
         of the holders of a majority of the combined voting power of the shares
         of Liberty Media Group Common Stock, voting separately as a class; and

(iii)    any  merger,  consolidation,   combination,   binding  share  exchange,
         reclassification, reorganization or other transaction in or pursuant to
         which the Liberty Media Group Common Stock is  converted,  reclassified
<PAGE>
         or changed into or otherwise  exchanged  for any  consideration  (other
         than a  conversion  described  in  paragraph  2 of this  Part B of this
         Article  Third or a redemption  described in paragraph 5 of this part B
         of this  Article  Third)  shall be subject to  approval by both (x) the
         holders of a majority  of the  combined  voting  power of the shares of
         Common  Stock,  Liberty  Media Group Common  Stock,  any other class of
         common  shares  entitled  to vote with  respect to such  matter and any
         class or series of  Preferred  Stock  entitled to vote with  respect to
         such matter then  outstanding,  voting together as a single class,  and
         (y) the  holders  of a majority  of the  combined  voting  power of the
         shares of Liberty  Media Group  Common Stock then  outstanding,  voting
         separately  as a class  (without  any vote of the holders of the Common
         Stock,  any  other  class of  common  shares  or any class or series of
         Preferred  Stock  of the  corporation),  unless  each of the  following
         requirements is met (in which event the approval set forth in subclause
         (y) of this clause (iii) shall not be required):  (A) the consideration
         into  which  the  Liberty   Media  Group  Common  Stock  is  converted,
         reclassified   or  changed  or  for  which  it  is  exchanged  in  such
         transaction  includes  shares  of a class  of the  common  stock of the
         surviving, resulting or acquiring corporation in such transaction or of
         the corporation, if applicable, (it being understood that if the Common
         Stock will be converted in such transaction into any class or series of
         common  shares of any  Person,  then the term  "acquiring  corporation"
         shall mean such Person if such Person  directly or indirectly  owns the
         assets  comprising  the Liberty Media Group after giving effect to such
         transaction), (B) such class of common stock is intended to reflect the
         separate   performance  of  the  businesses,   assets  and  liabilities
         comprising  the  Liberty  Media  Group  (as it  existed  prior  to such
         transaction  and no other material  businesses,  assets or liabilities)
         and has powers,  preferences,  privileges and special rights equivalent
         to those of the shares of Liberty  Media Group Common  Stock,  (C) such
         businesses,  assets and liabilities  comprising the Liberty Media Group
         are owned  directly or  indirectly  by the issuer of the shares of such
         class of  common  stock  and if prior  to such  transaction  all of the
         businesses,  assets and liabilities  comprising the Liberty Media Group
         were  held,   directly  or  indirectly,   by  one  or  more  Qualifying
         Subsidiaries of the  corporation (or by Subsidiaries  that are not held
         directly by the  corporation  but would be Qualifying  Subsidiaries  if
         they were held directly by the corporation) that hold no other material
         assets or liabilities,  then  immediately  following such  transaction,
         such  businesses,  assets and liabilities  comprising the Liberty Media
         Group are owned,  directly  or  indirectly,  by one or more  Qualifying
         Subsidiaries  of the issuer of the shares of such class of common stock
         (or by  Subsidiaries  of such issuer that are not held directly by such
         issuer but would be Qualifying  Subsidiaries if they were held directly
         by such issuer) that hold no other material assets or liabilities,  and
         (D) the shares of such  class of common  stock  immediately  after such
         transaction  are held only by  Persons  that were  holders of shares of
         Liberty Media Group Common Stock (or  Convertible  Securities that were
         convertible into or exercisable or exchangeable for Liberty Media Group
         Common Stock) immediately prior to such transaction.

         (c) If the corporation shall in any manner subdivide (by stock split or
otherwise)  or combine (by reverse  stock split or  otherwise)  the  outstanding
shares of Common  Stock or Liberty  Media  Group  Common  Stock,  or pay a stock
dividend  in shares of any class to  holders  of that  class or shall  otherwise
effect a share  distribution  (as defined in  paragraph 4 of this Part B of this
Article  Third) of Common  Stock or Liberty  Media Group Common  Stock,  the per
share voting rights  specified in paragraph  1(a) of this Part B of this Article
Third of Liberty  Media Group  Common  Stock  relative to Common  Stock shall be
appropriately  adjusted  so as to avoid any  dilution  in the  aggregate  voting
rights of any class.
<PAGE>
2.       Conversion Rights of Liberty Media Group Common Stock.

         Each  share  of Class B  Liberty  Media  Group  Common  Stock  shall be
convertible,  at the  option of the  holder  thereof,  into one share of Class A
Liberty Media Group Common  Stock.  Any such  conversion  may be effected by any
holder of Class B Liberty Media Group Common Stock by surrendering such holder's
certificate or certificates  for the Class B Liberty Media Group Common Stock to
be converted,  duly endorsed,  at the office of the  corporation or any transfer
agent for the Class B Liberty Media Group Common Stock,  together with a written
notice to the  corporation at such office that such holder elects to convert all
or a  specified  number of shares of Class B Liberty  Media Group  Common  Stock
represented  by such  certificate  and  stating  the name or names in which such
holder desires the certificate or  certificates  for Class A Liberty Media Group
Common Stock to be issued.  If so required by the  corporation,  any certificate
for shares  surrendered  for  conversion  shall be accompanied by instruments of
transfer,  in form satisfactory to the corporation,  duly executed by the holder
of such shares or the duly authorized  representative  of such holder.  Promptly
thereafter,  the  corporation  shall  issue and  deliver to such  holder or such
holder's  nominee or nominees,  a certificate or certificates  for the number of
shares of Class A Liberty Media Group Common Stock to which such holder shall be
entitled as herein  provided.  Such conversion shall be deemed to have been made
at the close of business on the date of receipt by the  corporation  or any such
transfer  agent of the  certificate  or  certificates,  notice and, if required,
instruments of transfer referred to above, and the person or persons entitled to
receive the Class A Liberty Media Group Common Stock issuable on such conversion
shall be treated for all purposes as the record  holder or holders of such Class
A Liberty  Media Group  Common Stock on that date. A number of shares of Class A
Liberty  Media  Group  Common  Stock  equal to the  number  of shares of Class B
Liberty  Media Group  Common  Stock  outstanding  from time to time shall be set
aside and  reserved for issuance  upon  conversion  of shares of Class B Liberty
Media Group  Common  Stock.  Shares of Class A Liberty  Media Group Common Stock
shall not be  convertible  into  shares of Class B Liberty  Media  Group  Common
Stock.

3.       Dividends.

         (a)  Dividends  on Common  Stock.  Dividends on the Common Stock may be
declared  and paid  only to the  extent  of (i) the  assets  of the  corporation
legally available therefor minus (ii) the Liberty Media Group Available Dividend
Amount (such amount, the "Common Stock Available Dividend Amount").

         (b)  Dividends on Class A Liberty  Media Group Common Stock and Class B
Liberty Media Group Common  Stock.  Dividends on the Class A Liberty Media Group
Common  Stock and the Class B Liberty  Media Group  Common Stock may be declared
and  paid  only out of the  lesser  of (i)  assets  of the  corporation  legally
available  therefor and (ii) the Liberty Media Group Available  Dividend Amount.
Subject to paragraph 4 of this Part B of this Article Third, whenever a dividend
is paid to the  holders  of  Class A  Liberty  Media  Group  Common  Stock,  the
corporation  shall also pay to the holders of Class B Liberty Media Group Common
Stock a dividend  per share equal to the  dividend per share paid to the holders
of Class A Liberty Media Group Common Stock,  and whenever a dividend is paid to
the holders of Class B Liberty Media Group Common Stock,  the corporation  shall
also pay to the holders of Class A Liberty  Media Group  Common Stock a dividend
per share equal to the dividend per share paid to the holders of Class B Liberty
Media Group Common Stock.

         (c) Discrimination Between or Among Classes of Common Shares. The Board
of Directors, subject to the provisions of paragraphs 3(a) and 3(b) of this Part
B of this Article Third, shall have the sole authority and discretion to declare
<PAGE>
and pay dividends on (i) the Common Stock, (ii) any other class of common shares
or (iii) the Class A Liberty  Media Group Common Stock and Class B Liberty Media
Group Common Stock, in equal or unequal amounts (including  declaring and paying
no dividends on the Liberty Media Group Common Stock while  declaring and paying
dividends on the Common Stock or any other class of common  shares and declaring
and paying no dividends on the Common Stock or any other class of common  shares
while  declaring and paying  dividends on the Liberty Media Group Common Stock),
notwithstanding  the  relationship  between the Common Stock Available  Dividend
Amount and the Liberty Media Group  Available  Dividend  Amount,  the respective
amounts of prior dividends declared on, or the liquidation rights of, the Common
Stock,  any other  class of common  shares  or the Class A Liberty  Media  Group
Common  Stock and the Class B Liberty  Media Group  Common  Stock,  or any other
factor.

4.       Share Distributions.

         The corporation may declare and pay a distribution consisting of shares
of Common Stock, Class A Liberty Media Group Common Stock, Class B Liberty Media
Group  Common  Stock or any other  securities  of the  corporation  or any other
Person (hereinafter  sometimes called a "share  distribution") to holders of the
Common Stock,  Class A Liberty Media Group Common Stock or Class B Liberty Media
Group Common Stock only in accordance with the provisions of this paragraph 4 of
this Part B of this Article Third.

         (a) Distributions on Class A Liberty Media Group Common Stock and Class
B Liberty Media Group Common Stock. If at any time a share distribution is to be
made with  respect to the Class A Liberty  Media Group  Common  Stock or Class B
Liberty Media Group Common Stock,  such share  distribution  may be declared and
paid only as follows  (or as  permitted  by  paragraph  5 of this Part B of this
Article Third with respect to the redemptions and other  distributions  referred
to therein):

(i)      a share  distribution  consisting  of shares  of Class A Liberty  Media
         Group  Common  Stock (or  Convertible  Securities  convertible  into or
         exercisable or  exchangeable  for shares of Class A Liberty Media Group
         Common  Stock) to holders of Class A Liberty  Media Group  Common Stock
         and Class B Liberty  Media Group  Common  Stock,  on an equal per share
         basis;  or  consisting  of shares of Class A Liberty Media Group Common
         Stock (or  Convertible  Securities  convertible  into or exercisable or
         exchangeable for shares of Class A Liberty Media Group Common Stock) to
         holders of Class A Liberty  Media Group  Common  Stock and, on an equal
         per share basis, shares of Class B Liberty Media Group Common Stock (or
         like  Convertible   Securities   convertible  into  or  exercisable  or
         exchangeable for shares of Class B Liberty Media Group Common Stock) to
         holders of Class B Liberty Media Group Common Stock;

(ii)     a share distribution  consisting of shares of Common Stock or any other
         class of common  shares of the  corporation  (other than Liberty  Media
         Group Common Stock),  or  Convertible  Securities  convertible  into or
         exercisable  or  exchangeable  for shares of Common  Stock or any other
         class of common  shares of the  corporation  (other than Liberty  Media
         Group Common  Stock),  to holders of Class A Liberty Media Group Common
         Stock and Class B Liberty  Media Group  Common  Stock,  on an equal per
         share basis;

(iii)    a share distribution consisting of any class or series of securities of
         the  corporation  or any other Person other than Class A Liberty  Media
         Group Common Stock,  Class B Liberty  Media Group Common Stock,  Common
         Stock or any  other  class of  common  shares  of the  corporation  (or
<PAGE>
         Convertible  Securities convertible into or exercisable or exchangeable
         for shares of Class A Liberty Media Group Common Stock, Class B Liberty
         Media Group  Common  Stock or Common Stock or any other class of common
         shares  of the  corporation),  (x)  if a  single  class  or  series  of
         securities  is to be  distributed,  on the basis of a  distribution  of
         identical securities,  on an equal per share basis, to holders of Class
         A Liberty  Media  Group  Common  Stock and Class B Liberty  Media Group
         Common Stock and (y) if more than one class or series of  securities is
         to  be  distributed,  then,  if  and  to  the  extent  practicable,  in
         accordance  with  the  following  provisions  of this  clause  (y) and,
         otherwise,  in  accordance  with  clause (x)  above:  on the basis of a
         distribution of one class or series of securities to holders of Class A
         Liberty  Media  Group  Common  Stock  and  another  class or  series of
         securities  to holders of Class B Liberty  Media  Group  Common  Stock,
         provided that the securities so distributed  (and, if the  distribution
         consists of  Convertible  Securities,  the  securities  into which such
         Convertible   Securities   are   convertible  or  for  which  they  are
         exercisable  or  exchangeable)  do not differ in any respect other than
         their relative  voting rights and related  differences in  designation,
         conversion,  redemption and share distribution provisions, with holders
         of shares of Class B Liberty  Media Group  Common Stock  receiving  the
         class or series  having  the higher  relative  voting  rights  (without
         regard to whether such rights differ to a greater or lesser extent than
         the   corresponding   differences   in  voting   rights,   designation,
         conversion,  redemption and share  distribution  provisions between the
         Class A Liberty  Media Group Common Stock and the Class B Liberty Media
         Group Common  Stock),  provided that if the  securities so  distributed
         constitute  capital  stock of a  Subsidiary  of the  corporation,  such
         rights  shall not  differ to a greater  extent  than the  corresponding
         differences in voting rights, designation,  conversion,  redemption and
         share  distribution  provisions between the Class A Liberty Media Group
         Common  Stock and the Class B Liberty  Media Group  Common  Stock,  and
         provided in each case that such  distribution  is otherwise  made on an
         equal per share basis.

         The corporation shall not reclassify,  subdivide or combine the Class A
Liberty Media Group Common Stock without reclassifying, subdividing or combining
the Class B Liberty Media Group Common Stock,  on an equal per share basis,  and
the corporation  shall not reclassify,  subdivide or combine the Class B Liberty
Media Group Common Stock  without  reclassifying,  subdividing  or combining the
Class A Liberty  Media Group  Common  Stock,  on an equal per share  basis.  The
corporation  shall not  effect a share  distribution  to the  holders of Liberty
Media Group Common Stock of any class or series of securities of a Subsidiary of
the  corporation or any other Person unless such share  distribution is tax-free
to the holders of Liberty  Media Group Common Stock (except with respect to cash
received by such holders in lieu of fractional shares).

         (b)  Distributions on Common Stock.  The corporation  shall not declare
and pay a share distribution with respect to the Common Stock or any other class
of common shares (other than the Liberty Media Group Common Stock) consisting of
Class A Liberty  Media Group Common  Stock,  Class B Liberty  Media Group Common
Stock,  any class or series of Preferred  Stock  attributed to the Liberty Media
Group or  securities  of any Person  included  in the  Liberty  Media  Group (or
Convertible  Securities  convertible  into or  exercisable or  exchangeable  for
shares of Class A Liberty Media Group Common Stock,  Class B Liberty Media Group
Common Stock,  any such class or series of Preferred  Stock or securities of any
such Person).  Except as set forth in the immediately  preceding  sentence,  the
corporation may declare and pay a share  distribution to holders of Common Stock
or any other class of common  shares  (other  than  Liberty  Media Group  Common
<PAGE>
Stock)  consisting of any securities of the  corporation,  any Subsidiary of the
corporation,   or  any  other  Person,  including  without  limitation  a  share
distribution  consisting of shares of any class or series of Preferred  Stock or
shares of Common Stock or any other class of common  shares  (other than Liberty
Media  Group  Common  Stock)  (or  Convertible  Securities  convertible  into or
exercisable or exchangeable for shares of any class or series of Preferred Stock
or shares  of Common  Stock or any other  class of  common  shares  (other  than
Liberty Media Group Common Stock)).

5.       Redemption  and Other Provisions  Relating to  the Liberty  Media Group
Common Stock.

         (a) Redemption in Exchange for Stock of Qualifying Subsidiaries. At any
time at which all of the assets and  liabilities  included in the Liberty  Media
Group are held directly or indirectly by one or more Qualifying  Subsidiaries of
the corporation  that hold no other material assets or liabilities (the "Liberty
Media  Group  Subsidiaries"),  the  Board  of  Directors  may,  subject  to  the
availability of assets of the corporation legally available therefor, redeem, on
a pro rata basis,  all of the outstanding  shares of Class A Liberty Media Group
Common  Stock and Class B Liberty  Media Group  Common  Stock in exchange for an
aggregate number of outstanding  fully paid and  nonassessable  shares of common
stock of a Liberty Media Group  Subsidiary  that is the beneficial  owner of all
other Liberty Media Group Subsidiaries (or, if applicable, of each Liberty Media
Group  Subsidiary  that is not a Subsidiary  of one or more other  Liberty Media
Group Subsidiaries) equal to the number of outstanding shares of common stock of
such Liberty Media Group Subsidiary (or Liberty Media Group Subsidiaries, as the
case may be) held by the corporation;  provided that no such redemption pursuant
to this paragraph 5(a) of this Part B of this Article Third may occur unless the
redemption  is  tax-free  to the holders of Liberty  Media  Group  Common  Stock
(except  with  respect to cash  received by such  holders in lieu of  fractional
shares).  Any such  redemption  shall occur on a Redemption  Date set forth in a
notice  to  holders  of Class A Liberty  Media  Group  Common  Stock and Class B
Liberty Media Group Common Stock and Convertible  Securities convertible into or
exercisable or exchangeable  for shares of either such series (unless  provision
for  notice  is  otherwise  made  pursuant  to the  terms  of  such  Convertible
Securities)  pursuant to paragraph 5(d)(v) of this Part B of this Article Third.
In effecting such a redemption,  the corporation  shall (i) if and to the extent
practicable, redeem shares of Class A Liberty Media Group Common Stock and Class
B Liberty Media Group Common Stock in exchange for shares of separate classes or
series of common  stock of each Liberty  Media Group  Subsidiary  with  relative
voting rights and related differences in designation, conversion, redemption and
share distribution provisions not greater than the corresponding  differences in
voting  rights,  designation,  conversion,  redemption  and  share  distribution
provisions  between  the Class A Liberty  Media Group  Common  Stock and Class B
Liberty  Media Group  Common  Stock,  with  holders of shares of Class B Liberty
Media  Group  Common  Stock  receiving  the class or series  having  the  higher
relative  voting rights,  and (ii) to the extent  redemption in accordance  with
clause  (i) above is not  practicable,  redeem  shares of Class A Liberty  Media
Group Common Stock and Class B Liberty  Media Group Common Stock in exchange for
shares of a single class of common stock of each Liberty Media Group  Subsidiary
without distinction between the shares distributed to the holders of the Class A
Liberty Media Group Common Stock and Class B Liberty Media Group Common Stock.

         (b) Mandatory  Dividend or Redemption in Case of Disposition of Liberty
Media Group Assets.  In the event of the  Disposition,  in one  transaction or a
series of related  transactions,  by the corporation and its subsidiaries of all
or substantially  all of the properties and assets of the Liberty Media Group to
one or more Persons or groups (other than (w) in connection with the Disposition
by the  corporation  of all of the  corporation's  properties  and assets in one
<PAGE>
transaction  or  a  series  of  related  transactions  in  connection  with  the
liquidation,  dissolution or winding up of the corporation within the meaning of
paragraph  6 of  this  Part B of  this  Article  Third,  (x) a  dividend,  other
distribution  or  redemption  in  accordance  with any provision of paragraph 3,
paragraph 4, paragraph 5(a) or paragraph 6 of this Part B of this Article Third,
(y)  to any  Person  or  group  which  the  Liberty  Media  Group,  directly  or
indirectly,  after  giving  effect  to the  Disposition,  controls  and which is
included in the Liberty Media Group or (z) in connection with a Related Business
Transaction),  the  corporation  shall,  on or  prior to the  85th  Trading  Day
following the consummation of such Disposition, either:

(i)      subject to paragraph 3(b) of this Part B of this Article Third, declare
         and pay a  dividend  in cash  and/or in  securities  or other  property
         (determined as provided below) to the holders of the outstanding shares
         of Class A Liberty  Media Group Common Stock and Class B Liberty  Media
         Group Common Stock  equally on a share for share basis  (subject to the
         last  sentence of this  paragraph5  (b) of this Part B of this  Article
         Third),  in an aggregate  amount  equal to the Liberty  Media Group Net
         Proceeds  of  such  Disposition  (provided  that  if  such  Disposition
         involves  all (not  merely  substantially  all) of the  properties  and
         assets of the Liberty Media Group,  then the  aggregate  amount of such
         dividend  shall  equal the  product  of the  Liberty  Media  Group Full
         Dilution  Fraction  and the Liberty  Media  Group Net  Proceeds of such
         Disposition  and the  difference  between the aggregate  amount of such
         dividend and such Liberty Media Group Net Proceeds shall be reserved by
         the  corporation  for  payment or  delivery  to  holders of  Pre-Merger
         Convertible Securities on conversion, exercise or exchange thereof); or

(ii)     provided  that there are assets of the  corporation  legally  available
         therefor and to the extent the Liberty Media Group  Available  Dividend
         Amount  would have been  sufficient  to pay a dividend in lieu  thereof
         pursuant  to clause (i) of this  paragraph  5(b) of this Part B of this
         Article Third, then:

                  (A) if such Disposition involves all (not merely substantially
         all) of the  properties  and assets of the Liberty Media Group,  redeem
         all outstanding  shares of Class A Liberty Media Group Common Stock and
         Class B Liberty  Media Group  Common  Stock in exchange for cash and/or
         securities  or other  property  (determined  as  provided  below) in an
         aggregate  amount equal to the product of the Liberty  Media Group Full
         Dilution  Fraction  and the  Liberty  Media  Group Net  Proceeds,  such
         aggregate amount to be allocated  (subject to the last sentence of this
         paragraph 5(b) of this Part B of this Article Third) to shares of Class
         A Liberty  Media  Group  Common  Stock and Class B Liberty  Media Group
         Common  Stock in the ratio of the number of shares of each such  series
         outstanding  (so  that  the  amount  of  consideration   paid  for  the
         redemption  of each share of Class A Liberty  Media Group  Common Stock
         and each  share of Class B  Liberty  Media  Group  Common  Stock is the
         same); or

                  (B) if such Disposition  involves  substantially  all (but not
         all) of the properties and assets of the Liberty Media Group,  apply an
         aggregate   amount  of  cash  and/or   securities  or  other   property
         (determined  as provided  below)  equal to the Liberty  Media Group Net
         Proceeds to the  redemption  of  outstanding  shares of Class A Liberty
         Media Group Common Stock and Class B Liberty  Media Group Common Stock,
         such aggregate amount to be allocated  (subject to the last sentence of
         this  paragraph 5(b) of this Part B of this Article Third) to shares of
         Class A Liberty  Media  Group  Common  Stock and Class B Liberty  Media
<PAGE>
         Group  Common  Stock in the ratio of the  number of shares of each such
         series outstanding,  and the number of shares of each such series to be
         redeemed to equal the lesser of (x) the whole number nearest the number
         determined  by  dividing  the  aggregate  amount  so  allocated  to the
         redemption  of such series by the average  Market Value of one share of
         Class A Liberty  Media Group Common Stock  during the  ten-Trading  Day
         period  beginning on the 16th Trading Day following the consummation of
         such   Disposition  and  (y)  the  number  of  shares  of  such  series
         outstanding  (so  that  the  amount  of  consideration   paid  for  the
         redemption  of each share of Class A Liberty  Media Group  Common Stock
         and each  share of Class B  Liberty  Media  Group  Common  Stock is the
         same);

such redemption to be effected in accordance  with the applicable  provisions of
paragraph 5(d) of this Part B of this Article Third;

For purposes of this paragraph 5(b):

         (x) as of any date,  "substantially all of the properties and assets of
the Liberty Media Group" shall mean a portion of such properties and assets that
represents at least 80% of the  then-current  market value (as determined by the
Board of Directors) of the  properties  and assets of the Liberty Media Group as
of such date;

         (y) in the case of a Disposition  of properties  and assets in a series
of  related  transactions,  such  Disposition  shall  not be deemed to have been
consummated until the consummation of the last of such transactions; and

         (z) the corporation shall pay the dividend or redemption price referred
to in clause (i) or (ii) of this  paragraph  5(b) of this Part B of this Article
Third in the same form as the proceeds of the Disposition were received.  If the
dividend  or  redemption  price is paid in the form of  securities  of an issuer
other than the corporation,  the corporation shall (1) if more than one class or
series of securities is to be distributed, if and to the extent practicable, pay
the dividend or  redemption  price in the form of separate  classes or series of
securities,  with one class or series of such  securities  to holders of Class A
Liberty  Media Group Common Stock and another  class or series of  securities to
holders  of Class B  Liberty  Media  Group  Common  Stock,  provided  that  such
securities  (and, if such  securities  are  convertible  into or  exercisable or
exchangeable for shares of another class or series of securities, the securities
so issuable  upon such  conversion,  exercise or  exchange) do not differ in any
respect  other than their  relative  voting  rights and related  differences  in
designation,  conversion,  redemption and share  distribution  provisions,  with
holders of shares of Class B Liberty  Media Group  Common  Stock  receiving  the
class or series  having the higher  relative  voting rights  (without  regard to
whether such rights differ to a greater or lesser extent than the  corresponding
differences  in voting  rights,  designation,  conversion,  redemption and share
distribution provisions between the Class A Liberty Media Group Common Stock and
the Class B Liberty Media Group Common Stock),  provided that if such securities
constitute  capital stock of a Subsidiary of the corporation,  such rights shall
not differ to a greater  extent  than the  corresponding  differences  in voting
rights,  designation,  conversion,  redemption and share distribution provisions
between the Class A Liberty  Media Group Common Stock and Class B Liberty  Media
Group Common Stock,  and otherwise  such  securities  shall be distributed on an
equal per share basis, and (2) otherwise pay the dividend or redemption price in
the form of a single class of securities without  distinction between the shares
received by the holders of Class A Liberty  Media Group Common Stock and Class B
Liberty Media Group Common Stock.
<PAGE>
         (c) Certain Provisions Respecting  Convertible  Securities.  Unless the
provisions of any class or series of Pre-Merger  Convertible  Securities provide
specifically to the contrary, after any Redemption Date on which all outstanding
shares of Class A Liberty  Media Group  Common  Stock and Class B Liberty  Media
Group  Common  Stock were  redeemed,  any share of Class A Liberty  Media  Group
Common  Stock or Class B Liberty  Media  Group  Common  Stock  that is issued on
conversion, exercise or exchange of any Pre-Merger Convertible Securities shall,
immediately upon issuance pursuant to such conversion,  exercise or exchange and
without  any notice or any other  action on the part of the  corporation  or its
Board of  Directors  or the holder of such share of Class A Liberty  Media Group
Common  Stock or Class B Liberty  Media  Group  Common  Stock,  be  redeemed  in
exchange for the kind and amount of shares of capital  stock,  cash and/or other
securities or property that a holder of such Pre-Merger  Convertible  Securities
would have been entitled to receive pursuant to the terms of such securities had
such terms  provided  that the  conversion,  exercise or exchange  privilege  in
effect  immediately  prior to any such redemption of all  outstanding  shares of
Class A Liberty  Media Group Common Stock and Class B Liberty Media Group Common
Stock would be adjusted  so that the holder of any such  Pre-Merger  Convertible
Securities thereafter surrendered for conversion,  exercise or exchange would be
entitled to receive the kind and amount of shares of capital stock,  cash and/or
other securities or property such holder would have received as a result of such
redemption  had  such  securities   been   converted,   exercised  or  exchanged
immediately  prior  thereto.  Unless  the  provisions  of any class or series of
Convertible Securities (other than Pre-Merger Convertible  Securities) which are
or become  convertible into or exercisable or exchangeable for shares of Class A
Liberty  Media Group  Common  Stock or Class B Liberty  Media Group Common Stock
provide  specifically  to the contrary,  after any Redemption  Date on which all
outstanding  shares  of Class A Liberty  Media  Group  Common  Stock and Class B
Liberty  Media Group  Common Stock were  redeemed,  any share of Class A Liberty
Media Group  Common  Stock or Class B Liberty  Media Group  Common Stock that is
issued on conversion,  exercise or exchange of any such  Convertible  Securities
shall,  immediately  upon  issuance  pursuant  to such  conversion,  exercise or
exchange  and  without  any  notice  or any  other  action  on the  part  of the
corporation  or its Board of  Directors  or the  holder of such share of Class A
Liberty Media Group Common Stock or Class B Liberty Media Group Common Stock, be
redeemed in exchange  for, to the extent assets of the  corporation  are legally
available therefor, the amount of $.01 per share in cash.

         (d) General.

                  (i)  Not  later  than  the  10th  Trading  Day  following  the
         consummation  of a  Disposition  referred to in paragraph  5(b) of this
         Part B of this Article Third, the corporation  shall announce  publicly
         by press  release  (A) the  Liberty  Media  Group Net  Proceeds of such
         Disposition,  (B) the number of  outstanding  shares of Class A Liberty
         Media Group Common Stock and Class B Liberty  Media Group Common Stock,
         (C) the number of shares of Class A Liberty  Media Group  Common  Stock
         and  Class B  Liberty  Media  Group  Common  Stock  into  or for  which
         Convertible   Securities   are   then   convertible,   exercisable   or
         exchangeable  and the  conversion,  exercise or exchange prices thereof
         (and stating which, if any, of such Convertible  Securities  constitute
         Pre-Merger  Convertible  Securities),  and (D) if the Disposition is of
         all (not merely  substantially all) of the properties and assets of the
         Liberty Media Group, the Liberty Media Group Full Dilution  Fraction as
         of a recent date  preceding  the date of such notice.  Not earlier than
         the 26th Trading Day and not later than the 30th Trading Day  following
         the consummation of such  Disposition,  the corporation  shall announce
         publicly by press release which of the actions specified in clauses (i)
         or (ii) of paragraph  5(b) of this Part B of this Article  Third it has
         irrevocably determined to take.
<PAGE>
                  (ii) If the corporation  determines to pay a dividend pursuant
         to clause (i) of paragraph  5(b) of this Part B of this Article  Third,
         the  corporation  shall,  not later than the 30th Trading Day following
         the consummation of such Disposition,  cause to be given to each holder
         of  outstanding  shares of Class A Liberty Media Group Common Stock and
         Class B  Liberty  Media  Group  Common  Stock,  and to each  holder  of
         Convertible  Securities convertible into or exercisable or exchangeable
         for  shares of either  such  series  (unless  provision  for  notice is
         otherwise made pursuant to the terms of such Convertible Securities), a
         notice  setting  forth  (A) the  record  date for  determining  holders
         entitled to receive such dividend,  which shall be not earlier than the
         40th Trading Day and not later than the 50th Trading Day  following the
         consummation of such Disposition,  (B) the anticipated  payment date of
         such dividend  (which shall not be more than 85 Trading Days  following
         the  consummation  of such  Disposition),  (C) the  kind of  shares  of
         capital  stock,   cash  and/or  other  securities  or  property  to  be
         distributed  in respect of shares of Class A Liberty Media Group Common
         Stock and Class B Liberty  Media Group  Common  Stock,  (D) the Liberty
         Media Group Net Proceeds of such Disposition, (E) if the Disposition is
         of all (not merely  substantially all) the properties and assets of the
         Liberty Media Group, the Liberty Media Group Full Dilution  Fraction as
         of a recent date  preceding the date of such notice,  (F) the number of
         outstanding  shares of Class A Liberty  Media  Group  Common  Stock and
         Class B Liberty  Media Group  Common  Stock and the number of shares of
         Class A Liberty  Media  Group  Common  Stock and Class B Liberty  Media
         Group Common Stock into or for which outstanding Convertible Securities
         are then  convertible,  exercisable or exchangeable and the conversion,
         exercise or  exchange  prices  thereof,  (G) in the case of a notice to
         holders of Convertible  Securities  (other than Pre-Merger  Convertible
         Securities,   in  the  case  of  a  Disposition   of  all  (not  merely
         substantially  all) the  properties  and  assets of the  Liberty  Media
         Group),  a  statement  to the effect that  holders of such  Convertible
         Securities  shall be entitled  to receive  such  dividend  only if they
         appropriately convert, exercise or exchange such Convertible Securities
         prior to the record date  referred  to in clause (A) of this  sentence,
         and (H) if the Disposition is of all (not merely substantially all) the
         properties  and assets of the  Liberty  Media  Group,  in the case of a
         notice to holders of Pre-Merger Convertible Securities,  a statement to
         the effect that the holders of such Pre-Merger  Convertible  Securities
         shall be entitled to receive  such  dividend  (without  interest)  upon
         conversion,   exercise  or  exchange  of  such  Pre-Merger  Convertible
         Securities.  Such notice  shall be sent by  first-class  mail,  postage
         prepaid,  at such holder's  address as the same appears on the transfer
         books of the corporation.

                  (iii) If the corporation  determines to undertake a redemption
         of shares  of Class A  Liberty  Media  Group  Common  Stock and Class B
         Liberty Media Group Common Stock  following a  Disposition  of all (not
         merely  substantially  all) of the properties and assets of the Liberty
         Media Group  pursuant to clause (ii) (A) of paragraph 5(b) of this Part
         B of this Article  Third,  the  corporation  shall cause to be given to
         each holder of outstanding shares of Class A Liberty Media Group Common
         Stock and Class B Liberty  Media Group  Common Stock and to each holder
         of   Convertible   Securities   convertible   into  or  exercisable  or
         exchangeable  for shares of either such series  (unless  provision  for
         notice is  otherwise  made  pursuant  to the terms of such  Convertible
         Securities),  a notice setting forth (A) a statement that all shares of
         Class A Liberty  Media  Group  Common  Stock and Class B Liberty  Media
         Group  Common  Stock  outstanding  on  the  Redemption  Date  shall  be
<PAGE>
         redeemed,  (B) the  Redemption  Date  (which  shall not be more than 85
         Trading Days following the consummation of such  Disposition),  (C) the
         kind of shares of  capital  stock,  cash  and/or  other  securities  or
         property to be paid as a redemption price in respect of shares of Class
         A Liberty  Media  Group  Common  Stock and Class B Liberty  Media Group
         Common Stock  outstanding on the Redemption Date, (D) the Liberty Media
         Group Net  Proceeds of such  Disposition,  (E) the Liberty  Media Group
         Full Dilution  Fraction as of a recent date  preceding the date of such
         notice,  (F) the place or places where certificates for shares of Class
         A Liberty  Media  Group  Common  Stock and Class B Liberty  Media Group
         Common Stock,  properly  endorsed or assigned for transfer  (unless the
         corporation  waives  such  requirement),  are  to  be  surrendered  for
         delivery of certificates for shares of such capital stock,  cash and/or
         other securities or property,  (G) the number of outstanding  shares of
         Class A Liberty  Media  Group  Common  Stock and Class B Liberty  Media
         Group  Common  Stock and the number of shares of Class A Liberty  Media
         Group Common Stock and Class B Liberty Media Group Common Stock into or
         for which  outstanding  Convertible  Securities  are then  convertible,
         exercisable or exchangeable  and the  conversion,  exercise or exchange
         prices  thereof  (and  stating  which,  if  any,  of  such  Convertible
         Securities constitute Pre-Merger  Convertible  Securities),  and (H) in
         the case of a notice to holders of Convertible  Securities  (other than
         Pre-Merger  Convertible  Securities),  a  statement  to the effect that
         holders of such Convertible Securities shall be entitled to participate
         in such redemption only if such holders appropriately convert, exercise
         or exchange such  Convertible  Securities on or prior to the Redemption
         Date  referred to in clause (B) of this  sentence and a statement as to
         what, if anything,  such holders shall be entitled to receive  pursuant
         to  the  terms  of  such  Convertible  Securities  or,  if  applicable,
         paragraph  5(c) of this Part B of this  Article  Third if such  holders
         convert,  exercise or exchange such  Convertible  Securities  following
         such Redemption  Date.  Such notice shall be sent by first-class  mail,
         postage prepaid, not less than 35 Trading Days nor more than 45 Trading
         Days prior to the Redemption Date, at such holder's address as the same
         appears on the transfer books of the corporation.

                  (iv) If the  corporation  determines to undertake a redemption
         of shares  of Class A  Liberty  Media  Group  Common  Stock and Class B
         Liberty   Media  Group  Common  Stock   following  a   Disposition   of
         substantially  all (but not all) of the  properties  and  assets of the
         Liberty  Media Group  pursuant to clause  (ii)(B) of paragraph  5(b) of
         Part B of this Article Third, the corporation shall, not later than the
         30th Trading Day following the consummation of such Disposition,  cause
         to be given to each holder of record of  outstanding  shares of Class A
         Liberty Media Group Common Stock and Class B Liberty Media Group Common
         Stock, and to each holder of Convertible Securities convertible into or
         exercisable  or  exchangeable  for shares of either such series (unless
         provision  for notice is otherwise  made  pursuant to the terms of such
         Convertible Securities),  a notice setting forth (A) a date not earlier
         than the 40th  Trading  Day and not  later  than the 50th  Trading  Day
         following the consummation of such Disposition  which shall be the date
         on which  shares of the Class A Liberty  Media Group  Common  Stock and
         Class B Liberty  Media Group  Common  Stock then  outstanding  shall be
         selected for  redemption,  (B) the  anticipated  Redemption Date (which
         shall not be more than 85 Trading Days  following the  consummation  of
         such Disposition), (C) the kind of shares of capital stock, cash and/or
         other  securities  or  property  to be paid as a  redemption  price  in
         respect of shares of Class A Liberty Media Group Common Stock and Class
         B Liberty  Media Group Common Stock  selected for  redemption,  (D) the
<PAGE>
         Liberty Media Group Net Proceeds of such Disposition, (E) the number of
         outstanding  shares of Class A Liberty  Media  Group  Common  Stock and
         Class B Liberty  Media Group  Common  Stock and the number of shares of
         Class A Liberty  Media  Group  Common  Stock and Class B Liberty  Media
         Group Common Stock into or for which outstanding Convertible Securities
         are then convertible, exercisable or exchangeable and the conversion or
         exercise prices thereof,  and (F) in the case of a notice to holders of
         Convertible Securities,  a statement to the effect that holders of such
         Convertible  Securities  shall  be  entitled  to  participate  in  such
         selection for redemption  only if such holders  appropriately  convert,
         exercise or exchange  such  Convertible  Securities  on or prior to the
         date  referred to in clause (A) of this  sentence and a statement as to
         what, if anything,  such holders shall be entitled to receive  pursuant
         to the terms of such  Convertible  Securities if such holders  convert,
         exercise or exchange such Convertible  Securities  following such date.
         Promptly  following the date referred to in clause (A) of the preceding
         sentence,  but not earlier than the 40th Trading Day and not later than
         the 50th Trading Day following the  consummation  of such  Disposition,
         the  corporation  shall  cause to be given to each  holder of shares of
         Class A Liberty  Media  Group  Common  Stock and Class B Liberty  Media
         Group Common Stock to be so redeemed,  a notice  setting  forth (A) the
         number of shares of Class A Liberty  Media Group Common Stock and Class
         B Liberty  Media Group Common Stock held by such holder to be redeemed,
         (B) a statement  that such shares of Class A Liberty Media Group Common
         Stock and Class B Liberty  Media Group  Common Stock shall be redeemed,
         (C) the  Redemption  Date (which shall not be more than 85 Trading Days
         following the consummation of such  Disposition),  (D) the kind and per
         share amount of shares of capital stock,  cash and/or other  securities
         or property to be received by such holder with respect to each share of
         such Class A Liberty Media Group Common Stock and Class B Liberty Media
         Group  Common  Stock  to be  redeemed,  including  details  as  to  the
         calculation thereof, and (E) the place or places where certificates for
         shares of such  Class A Liberty  Media  Group  Common  Stock or Class B
         Liberty  Media Group Common  Stock,  properly  endorsed or assigned for
         transfer (unless the corporation  waives such  requirement),  are to be
         surrendered  for  delivery of  certificates  for shares of such capital
         stock,  cash and/or other securities or property.  The notices referred
         to in this  clause  (iv)  shall be sent by  first-class  mail,  postage
         prepaid,  at such holder's  address as the same appears on the transfer
         books of the  corporation.  The  outstanding  shares of Class A Liberty
         Media Group Common  Stock and Class B Liberty  Media Group Common Stock
         to be redeemed shall be redeemed by the  corporation pro rata among the
         holders of Class A Liberty Media Group Common Stock and Class B Liberty
         Media Group Common  Stock or by such other method as may be  determined
         by the Board of Directors to be equitable.

                  (v) If the corporation  determines to redeem shares of Class A
         Liberty Media Group Common Stock and Class B Liberty Media Group Common
         Stock  pursuant to paragraph 5(a) of this Part B of this Article Third,
         the  corporation  shall  promptly  cause to be given to each  holder of
         Class A Liberty  Media  Group  Common  Stock and Class B Liberty  Media
         Group  Common  Stock  and to  each  holder  of  Convertible  Securities
         convertible  into or exercisable or  exchangeable  for shares of either
         such  series  (unless  provision  for such  notice  is  otherwise  made
         pursuant to the terms of such Convertible Securities), a notice setting
         forth (A) a statement  that all  outstanding  shares of Class A Liberty
         Media Group Common  Stock and Class B Liberty  Media Group Common Stock
         shall be redeemed in exchange for shares of common stock of the Liberty
         Media Group  Subsidiaries,  (B) the  Redemption  Date, (C) the place or
<PAGE>
         places  where  certificates  for shares of Class A Liberty  Media Group
         Common  Stock and Class B Liberty  Media Group Common  Stock,  properly
         endorsed or assigned for transfer  (unless the corporation  shall waive
         such  requirement),  are to be surrendered for delivery of certificates
         for shares of common stock of the Liberty Media Group Subsidiaries, (D)
         the number of outstanding  shares of Class A Liberty Media Group Common
         Stock and Class B Liberty  Media Group  Common  Stock and the number of
         shares of Class A Liberty  Media Group Common Stock and Class B Liberty
         Media  Group  Common  Stock into or for which  outstanding  Convertible
         Securities are then  convertible,  exercisable or exchangeable  and the
         conversion,  exercise or exchange prices thereof (and stating which, if
         any, of such Convertible  Securities constitute Pre-Merger  Convertible
         Securities)  and (E) in the case of a notice to holders of  Convertible
         Securities (other than Pre-Merger Convertible Securities),  a statement
         to the effect  that  holders of such  Convertible  Securities  shall be
         entitled  to  participate  in such  redemption  only  if  such  holders
         appropriately convert, exercise or exchange such Convertible Securities
         on or prior to the  Redemption  Date  referred to in clause (B) of this
         sentence and a statement as to what, if anything, such holders shall be
         entitled  to  receive   pursuant  to  the  terms  of  such  Convertible
         Securities  or, if  applicable,  paragraph  5(c) of this Part B of this
         Article  Third if such  holders  convert,  exercise  or  exchange  such
         Convertible Securities following the Redemption Date. Such notice shall
         be sent by first-class mail, postage prepaid,  not less than 35 Trading
         Days nor more than 45 Trading  Days prior to the  Redemption  Date,  at
         such holder's  address as the same appears on the transfer books of the
         corporation.

                  (vi)  Neither the failure to mail any notice  required by this
         paragraph 5(d) to any particular  holder of Class A Liberty Media Group
         Common  Stock,   Class  B  Liberty  Media  Group  Common  Stock  or  of
         Convertible   Securities  nor  any  defect  therein  shall  affect  the
         sufficiency  thereof with  respect to any other  holder of  outstanding
         shares of Class A Liberty  Media Group  Common Stock or Class B Liberty
         Media Group Common Stock or of Convertible Securities,  or the validity
         of any redemption.

                  (vii)  The  corporation  shall  not be  required  to  issue or
         deliver  fractional  shares  of  any  class  of  capital  stock  or any
         fractional  securities  to any  holder of Class A Liberty  Media  Group
         Common  Stock or Class B Liberty  Media  Group  Common  Stock  upon any
         redemption,  dividend or other distribution  pursuant to this paragraph
         5. In connection with the  determination of the number of shares of any
         class  of  capital  stock  that  shall be  issuable  or the  amount  of
         securities  that shall be  deliverable to any holder of record upon any
         such  redemption,   dividend  or  other  distribution   (including  any
         fractions of shares or  securities),  the corporation may aggregate the
         number of shares of Class A Liberty Media Group Common Stock or Class B
         Liberty  Media Group  Common  Stock held at the  relevant  time by such
         holder of record. If the number of shares of any class of capital stock
         or the amount of securities  remaining to be issued or delivered to any
         holder of Class A Liberty  Media Group  Common Stock or Class B Liberty
         Media Group Common Stock is a fraction,  the corporation shall, if such
         fraction  is  not  issued  or  delivered  to  such  holder,  pay a cash
         adjustment  in respect of such  fraction in an amount equal to the fair
         market  value of such  fraction  on the fifth  Trading Day prior to the
         date such payment is to be made (without interest). For purposes of the
         preceding sentence, "fair market value" of any fraction shall be (A) in
         the  case  of  any  fraction  of  a  share  of  capital  stock  of  the
<PAGE>
         corporation,  the product of such  fraction and the Market Value of one
         share of such capital stock and (B) in the case of any other fractional
         security, such value as is determined by the Board of Directors.

                  (viii) No  adjustments  in respect of dividends  shall be made
         upon the redemption of any shares of Class A Liberty Media Group Common
         Stock or Class B Liberty Media Group Common Stock;  provided,  however,
         that if the  Redemption  Date with respect to the Class A Liberty Media
         Group Common Stock or Class B Liberty Media Group Common Stock shall be
         subsequent  to the record  date for the  payment of a dividend or other
         distribution  thereon or with respect thereto, the holders of shares of
         Class A Liberty Media Group Common Stock or Class B Liberty Media Group
         Common  Stock at the close of  business  on such  record  date shall be
         entitled to receive the  dividend or other  distribution  payable on or
         with  respect  to such  shares  on the  date  set for  payment  of such
         dividend or other distribution,  notwithstanding the redemption of such
         shares or the  corporation's  default  in payment  of the  dividend  or
         distribution due on such date.

                  (ix)  Before  any  holder of  shares of Class A Liberty  Media
         Group Common Stock or Class B Liberty Media Group Common Stock shall be
         entitled  to receive  certificates  representing  shares of any kind of
         capital  stock  or cash  and/or  securities  or  other  property  to be
         received by such holder with respect to shares of Class A Liberty Media
         Group Common Stock or Class B Liberty Media Group Common Stock pursuant
         to this paragraph 5 of this Part B of this Article  Third,  such holder
         shall  surrender  at  such  place  as  the  corporation  shall  specify
         certificates  for such  shares of Class A Liberty  Media  Group  Common
         Stock or Class B Liberty Media Group Common Stock, properly endorsed or
         assigned  for  transfer  (unless  the  corporation   shall  waive  such
         requirement).  The corporation  shall as soon as practicable after such
         surrender of certificates  representing shares of Class A Liberty Media
         Group Common Stock or Class B Liberty  Media Group Common Stock deliver
         to the person for whose  account  shares of Class A Liberty Media Group
         Common  Stock or Class B  Liberty  Media  Group  Common  Stock  were so
         surrendered, or to the nominee or nominees of such person, certificates
         representing the number of whole shares of the kind of capital stock or
         cash and/or  securities or other property to which such person shall be
         entitled  as  aforesaid,  together  with  any  payment  for  fractional
         securities  contemplated by paragraph  5(d)(vii) of this Part B of this
         Article Third.  If less than all of the shares of Class A Liberty Media
         Group  Common  Stock  or  Class B  Liberty  Media  Group  Common  Stock
         represented by any one certificate are to be redeemed,  the corporation
         shall  issue and  deliver a new  certificate  for the shares of Class A
         Liberty  Media Group Common Stock or Class B Liberty Media Group Common
         Stock not redeemed. The corporation shall not be required to register a
         transfer of any shares of Class A Liberty  Media Group  Common Stock or
         Class B Liberty  Media  Group  Common  Stock  selected  or  called  for
         redemption.

                  (x) From and after any applicable  Redemption Date, all rights
         of a holder of shares of Class A Liberty  Media Group  Common  Stock or
         Class B Liberty Media Group Common Stock that were redeemed shall cease
         except for the right,  upon surrender of the certificates  representing
         shares of Class A Liberty  Media Group  Common Stock or Class B Liberty
         Media Group Common Stock, to receive  certificates  representing shares
         of the kind and amount of capital  stock or cash and/or  securities  or
         other property for which such shares were  redeemed,  together with any
         payment for fractional  securities  contemplated by paragraph 5(d)(vii)
<PAGE>
         of this Part B of this  Article  Third and such  holder  shall  have no
         other or  further  rights in  respect  of the shares of Class A Liberty
         Media Group Common Stock or Class B Liberty Media Group Common Stock so
         redeemed, including, but not limited to, any rights with respect to any
         cash,  securities or other  properties  which are reserved or otherwise
         designated by the corporation as being held for the satisfaction of the
         corporation's  obligations  to pay or deliver any cash,  securities  or
         other  property  upon  the  conversion,  exercise  or  exchange  of any
         Convertible  Securities  that were  convertible  into or exercisable or
         exchangeable  for Class A Liberty  Media Group  Common Stock or Class B
         Liberty Media Group Common Stock and outstanding as of the date of such
         redemption.  No holder of a certificate that,  immediately prior to the
         applicable  Redemption  Date for the Class A Liberty Media Group Common
         Stock or Class B Liberty Media Group Common Stock,  represented  shares
         of Class A Liberty  Media Group Common  Stock or Class B Liberty  Media
         Group  Common  Stock shall be entitled to receive any dividend or other
         distribution  with respect to shares of any kind of capital  stock into
         or in exchange  for which the Class A Liberty  Media Group Common Stock
         or  Class B  Liberty  Media  Group  Common  Stock  was  redeemed  until
         surrender  of  such  holder's   certificate   for  a   certificate   or
         certificates  representing  shares of such kind of capital stock.  Upon
         such  surrender,  there  shall be paid to the  holder the amount of any
         dividends or other  distributions  (without interest) which theretofore
         became payable with respect to a record date after the Redemption  Date
         but that were not paid by reason of the foregoing,  with respect to the
         number of whole shares of the kind of capital stock  represented by the
         certificate or certificates issued upon such surrender.  From and after
         a Redemption  Date for any shares of Class A Liberty Media Group Common
         Stock or Class B Liberty  Media Group  Common  Stock,  the  corporation
         shall,  however,  be entitled to treat the  certificates  for shares of
         Class A Liberty Media Group Common Stock or Class B Liberty Media Group
         Common  Stock  that have not yet been  surrendered  for  redemption  as
         evidencing  the  ownership of the number of whole shares of the kind or
         kinds of capital  stock for which the  shares of Class A Liberty  Media
         Group  Common  Stock  or  Class B  Liberty  Media  Group  Common  Stock
         represented   by  such   certificates   shall   have   been   redeemed,
         notwithstanding the failure to surrender such certificates.

                  (xi) The corporation shall pay any and all documentary,  stamp
         or similar  issue or  transfer  taxes that may be payable in respect of
         the issue or  delivery  of any shares of  capital  stock  and/or  other
         securities  on  redemption  of shares of Class A  Liberty  Media  Group
         Common Stock or Class B Liberty  Media Group  Common Stock  pursuant to
         this Part B of this Article Third. The corporation  shall not, however,
         be  required  to pay any tax  that may be  payable  in  respect  of any
         transfer  involved  in the issue and  delivery of any shares of capital
         stock in a name  other than that in which the shares of Class A Liberty
         Media Group Common Stock or Class B Liberty Media Group Common Stock so
         redeemed were  registered  and no such issue or delivery  shall be made
         unless  and  until the  person  requesting  such  issue has paid to the
         corporation  the  amount of any such  tax,  or has  established  to the
         satisfaction of the corporation that such tax has been paid.

6.       Liquidation.

         In  the  event  of a  liquidation,  dissolution  or  winding  up of the
corporation,  whether  voluntary or involuntary,  after payment or provision for
payment of the debts and other liabilities of the corporation and subject to the
prior payment in full of the  preferential  amounts to which any class or series
<PAGE>
of Preferred  Stock is  entitled,  (a) the holders of the shares of Common Stock
and (on the basis that may be set forth in this  Certificate with respect to any
such  shares) the holders of any other  class of common  shares  (other than the
Liberty  Media Group Common  Stock) shall share in the aggregate in a percentage
of the  funds  of the  corporation  remaining  for  distribution  to its  common
shareholders equal to 100% multiplied by the average daily ratio (expressed as a
decimal) of X/Z for the 20-Trading Day period ending on the Trading Day prior to
the date of the public announcement of such liquidation,  dissolution or winding
up,  and (b) the  holders of the shares of Class A Liberty  Media  Group  Common
Stock and the holders of the shares of Class B Liberty  Media Group Common Stock
shall share equally, on a share for share basis, in a percentage of the funds of
the corporation  remaining for distribution to its common  shareholders equal to
100%  multiplied by the average daily ratio  (expressed as a decimal) of Y/Z for
such 20-Trading Day period,  where X is the aggregate Market  Capitalization  of
the Common  Stock and any other class of common  shares  (other than the Liberty
Media Group Common Stock), Y is the aggregate Market Capitalization of the Class
A Liberty  Media Group Common  Stock and the Class B Liberty  Media Group Common
Stock,  and Z is the aggregate  Market  Capitalization  of the Common Stock, any
other class of common shares (other than the Liberty Media Group Common  Stock),
the Class A Liberty Media Group Common Stock and the Class B Liberty Media Group
Common Stock.  Neither the  consolidation  or merger of the corporation  with or
into any other  corporation or corporations  nor the sale,  transfer or lease of
all or substantially all of the assets of the corporation shall itself be deemed
to be a  liquidation,  dissolution or winding up of the  corporation  within the
meaning  of  this   paragraph  6  of  this  Part  B  of  this   Article   Third.
Notwithstanding the foregoing, any transaction or series of related transactions
which results in all of the assets and liabilities included in the Liberty Media
Group  being  held by one or more  Liberty  Media  Group  Subsidiaries,  and the
distribution  of such Liberty Media Group  Subsidiaries  (and no other  material
assets or  liabilities)  to the holders of the  outstanding  Liberty Media Group
Common  Stock shall not  constitute  a  voluntary  or  involuntary  liquidation,
dissolution or winding up of the corporation for purposes of this paragraph 6 of
this Part B of this Article  Third,  but shall be subject to  paragraph  5(a) of
this Part B of this Article Third.

7.       Determinations by the Board of Directors.

         Any  determinations  made by the Board of Directors under any provision
in  this  Part B of this  Article  Third  shall  be  final  and  binding  on all
shareholders of the corporation, except as may otherwise be required by law. The
corporation shall prepare a statement of any such  determination by the Board of
Directors  respecting  the  fair  market  value  of any  properties,  assets  or
securities and shall file such statement with the Secretary of the corporation.

8.      Relationship Between the Liberty Media Group and the Common Stock Group.

         (a) In  furtherance  and not in limitation of the provisions of Article
Ninth,  neither the Liberty  Media Group on the one hand,  nor the Common  Stock
Group on the other hand,  shall have any duty,  responsibility  or obligation to
refrain  from (and none of the  directors  or officers of the  corporation,  the
Liberty   Media   Group  or  the  Common   Stock  Group  shall  have  any  duty,
responsibility  or  obligation  to cause the  Liberty  Media Group or the Common
Stock Group to refrain  from) (i) engaging in the same or similar  activities or
lines of business as any member of the other Group, (ii) doing business with any
potential  or actual  supplier  or  customer of any member of any other Group or
(iii) engaging in, or refraining from, any other activities  whatsoever relating
to any of the  potential  or actual  suppliers or customers of any member of the
other Group.
<PAGE>
         (b) In  furtherance  and not in limitation of the provisions of Article
Ninth,  neither the Liberty  Media Group on the one hand,  nor the Common  Stock
Group on the other hand, shall have any duty,  responsibility or obligation (and
none of the directors or officers of the corporation, the Liberty Media Group or
the Common  Stock Group shall have any duty,  responsibility  or  obligation  to
cause the Liberty Media Group or the Common Stock Group) (i) to  communicate  or
offer any business or other corporate opportunity to any other Person (including
any business or other corporate  opportunity  which may arise which either Group
may be financially able to undertake, and which is, from its nature, in the line
of more than one Group's business and is of practical advantage to more than one
Group),  (ii) to provide  financial  support  to the other  Group (or any member
thereof) or (iii) otherwise to assist the other Group.

         (c) In  furtherance  and not in limitation of the provisions of Article
Ninth,  no  director  or  officer  of the  corporation  shall be  liable  to the
corporation or any holder of any securities of the corporation in respect of any
failure or alleged  failure of such officer or director to offer to (or to cause
the Liberty  Media Group or the Common Stock Group to offer to) either Group any
corporate opportunity of any kind or nature that is pursued by the other Group.

         (d) Nothing in this  paragraph 8 of this Part B of this  Article  Third
shall  prevent any members of the Liberty Media Group from entering into written
agreements  with the Common  Stock Group to define or restrict any aspect of the
relationship between the Groups.

9.       Certain Definitions.

         Unless the context otherwise requires, the terms defined in this Part B
of this  Article  Third  shall  have,  for all  purposes  of this Part B of this
Article Third, the meanings herein specified:

         "Common  Stock Group" shall mean,  as of any date,  the interest of the
corporation  or any of its  subsidiaries  in all of the  businesses in which the
corporation  or  any of its  subsidiaries  (or  any  of  their  predecessors  or
successors) is or has been engaged,  directly or indirectly,  and the respective
assets and liabilities of the corporation or any of its subsidiaries, other than
any businesses, assets or liabilities of the Liberty Media Group.

         "Convertible  Securities"  shall mean any securities of the corporation
(other than the Liberty Media Group Common Stock) or any Subsidiary thereof that
are  convertible  into,  exchangeable  for or evidence the right to purchase any
shares of Common  Stock or of any series of Liberty  Media Group  Common  Stock,
whether upon conversion, exercise, exchange, pursuant to antidilution provisions
of such securities or otherwise.

         "Covered  Disposition"  shall  mean (x) any  direct or  indirect  sale,
transfer  or  conveyance  by the  corporation  of any of its equity  interest in
Liberty Media  Corporation  or any Covered Entity or (y) any grant of any pledge
or other security  interest in the equity interest of the corporation in Liberty
Media Corporation or any Covered Entity;  provided,  however, that the foregoing
shall  not  apply  to (i) any  issuance  or sale by the  corporation  of its own
securities,  (ii) any issuance or sale by Liberty Media  Corporation  of its own
securities or any sale,  transfer or conveyance by Liberty Media  Corporation or
any other Person  included in the Liberty  Media Group of any  securities of any
Person  included in the Liberty  Media Group,  (iii) with respect to any Covered
Entity,  any  transaction  duly  authorized  by the board of  directors  of such
Covered Entity, or (iv) any merger,  consolidation,  exchange of shares or other
business  combination   transaction  involving  the  corporation  in  which  the
corporation (or its successors) continues immediately following such transaction
<PAGE>
to hold the same  direct  or  indirect  interest  in the  business,  assets  and
liabilities comprising the Liberty Media Group that it held immediately prior to
such transaction (other than as a result of any action by any Person included in
the  Liberty  Media  Group).  If a  contribution  of  assets  of  Liberty  Media
Corporation   to  Liberty  Media  Group  LLC  occurs  (other  than  the  initial
contribution  made on formation  thereof),  then from and after the date of such
contribution  all  references  in the preceding  sentence of this  definition of
Covered  Disposition  to Liberty Media  Corporation  shall be deemed to refer to
Liberty Media Group LLC.

         "Covered Entity" shall mean, as of any date of  determination,  each of
the  following   Persons  (and  any   successor  to  such  Person,   by  merger,
consolidation,  sale of all or  substantially  all of its  assets or  otherwise,
whether or not in connection with a Related Business  Transaction) unless all of
the  Corporation's  equity  interest in such Person or all of the assets of such
Person are held by (i) Liberty Media Corporation,  if such date of determination
is prior to the  contribution of assets of Liberty Media  Corporation to Liberty
Media Group LLC (other than the initial  contribution made on formation thereof)
or (ii)  Liberty  Media  Group LLC, if such date of  determination  is after the
contribution referred to in clause (i): Tele-Communications International, Inc.,
TCI Wireless  Holdings,  Inc., TCIP, Inc.,  Silver Spur Land and Cattle Co., and
TCI Interactive, Inc.

         "Disposition"  shall  mean  the  sale,  transfer,  assignment  or other
disposition (whether by merger, consolidation, sale or contribution of assets or
stock  or  otherwise)  by the  corporation  (or  its  successors)  or any of its
Subsidiaries  of properties or assets.  Disposition  shall not include a merger,
consolidation,  exchange  of shares or other  business  combination  transaction
involving the corporation in which the corporation (or its successors) continues
immediately  following  such  transaction  to hold the same direct and  indirect
interest in the business,  assets and  liabilities  comprising the Liberty Media
Group that it held immediately prior to such transaction (other than as a result
of any action by any Person included in the Liberty Media Group).

         "Group"  shall mean either the Common Stock Group or the Liberty  Media
Group.

         "Liberty  Media  Group"  shall mean,  as of any date that any shares of
Class A Liberty  Media Group Common Stock or Class B Liberty  Media Group Common
Stock have been issued and continue to be  outstanding,  each of the  following,
without  duplication:  (a) the  proceeds  of any  issuances  or sales of Class A
Liberty  Media Group Common  Stock,  Class B Liberty Media Group Common Stock or
any  Convertible   Securities  that  are  convertible  into  or  exercisable  or
exchangeable for Liberty Media Group Common Stock or of any Preferred Stock that
is attributed to the Liberty Media Group; (b) the interest of the corporation or
any of its subsidiaries in the Associated Group,  Inc., a Delaware  corporation,
and the proceeds of any disposition thereof; (c) the interest of the Corporation
or any of its subsidiaries in each Covered Entity or any subsidiary of a Covered
Entity  and  their  respective   properties  and  assets   (including,   without
limitation,  the Sprint PCS  Investment)  and the  proceeds  of any  disposition
thereof;  and (d) the interest of the corporation or of any of its  subsidiaries
in Liberty Media Corporation or any of its subsidiaries (including any successor
thereto  by merger,  consolidation  or sale of all or  substantially  all of its
assets,  whether or not in connection with a Related  Business  Transaction) and
their  respective  properties  and assets and the  proceeds  of any  disposition
thereof;  provided,  however,  that if a contribution of assets of Liberty Media
Corporation   to  Liberty  Media  Group  LLC  occurs  (other  than  the  initial
contribution  made on formation  thereof),  then from and after the date of such
contribution, the Liberty Media Group shall mean, as of any date that any shares
<PAGE>
of Class A Liberty  Media  Group  Common  Stock or Class B Liberty  Media  Group
Common Stock continue to be  outstanding,  in addition to the assets referred to
in clauses (a),  (b) and (c) above and in clause (e) below,  the interest of the
corporation  or any of its  subsidiaries  in (i) the Retained  Business and (ii)
Liberty  Media Group LLC or any of its  subsidiaries  (including  any  successor
thereto  by merger,  consolidation  or sale of all or  substantially  all of its
assets,  whether or not in connection with a Related  Business  Transaction) and
their  respective  properties  and assets and the  proceeds  of any  disposition
thereof;  and  (e)  the  interest  of  the  corporation  in  all  dividends  and
distributions  from Liberty Media Group LLC to Liberty Media  Corporation or any
of its  subsidiaries  (including  any  such  successor)  or from  Liberty  Media
Corporation  (or any such  successor)  to its  shareholders  or from any Covered
Entity to its shareholders. For purposes hereof, "Retained Businesses" means the
businesses,  assets and  liabilities  of Liberty Media  Corporation  immediately
following the contribution  referred to in the preceding  sentence (or, if there
is more  than one such  contribution  after  the  initial  contribution  made on
formation, then the first of such contributions).

         "Liberty Media Group Available  Dividend Amount," as of any date, shall
mean the excess of (i) the amount by which the total assets of the Liberty Media
Group exceed the total  liabilities  of the Liberty  Media Group as of such date
over (ii) the sum of (A) the par value of all  issued  shares of  Liberty  Media
Group Common Stock and each class or series of Preferred Stock attributed to the
Liberty Media Group, (B) the amount of the consideration received for any shares
of Preferred Stock  attributed to the Liberty Media Group without par value that
have been  issued,  except such part of the  consideration  therefor as may have
been  allocated to surplus in a manner  permitted by law, and (C) any amount not
included in clauses (A) and (B) that the corporation  (by appropriate  action of
its Board of  Directors)  has  transferred  to stated  capital  specifically  in
respect of Liberty Media Group Common Stock,  minus (D) all reductions from such
sums set forth in clauses  (A),  (B) and (C) as have been  effected  in a manner
permitted by law;  provided,  however,  that in the event that the law governing
the  corporation  changes from that governing the corporation on the date of the
adoption  of the  Amendment  to this  Certificate  pursuant to which the Liberty
Media Group Common  Stock was  authorized  (whether  because of amendment of the
applicable law or because of a change in the  jurisdiction of  incorporation  of
the corporation through merger or otherwise),  the Liberty Media Group Available
Dividend Amount shall mean that amount of dividends,  as determined by the Board
of  Directors,  that  could  be  paid  by a  corporation  (governed  under  such
applicable law) having the assets and liabilities of the Liberty Media Group, an
amount of outstanding  common stock (and having an aggregate par value) equal to
the amount (and  aggregate  par value) of the  outstanding  Liberty  Media Group
Common Stock and of each class or series of Preferred  Stock  attributed  to the
Liberty  Media Group and having an amount of earnings or loss or other  relevant
corporate attributes as reasonably determined by the Board of Directors in light
of all factors deemed relevant by the Board.

         "Liberty  Media Group Full  Dilution  Fraction"  shall mean,  as of any
date, a fraction the  numerator  of which is the  aggregate  number of shares of
Class A Liberty  Media Group Common Stock and Class B Liberty Media Group Common
Stock  outstanding  on such date and the  denominator of which is the sum of (a)
such aggregate  number of shares of Class A Liberty Media Group Common Stock and
Class B Liberty  Media Group Common Stock  outstanding  on such date and (b) the
aggregate number of shares of Class A Liberty Media Group Common Stock and Class
B Liberty Media Group Common Stock  issuable,  determined as of such date,  upon
conversion, exercise or exchange of Pre-Merger Convertible Securities.

         "Liberty  Media  Group  LLC"  shall  mean  Liberty  Media  Group LLC, a
Delaware  limited  liability  company,  of which Liberty Media  Corporation  and
Liberty  Management LLC are the members,  and any successor  thereto (by merger,
consolidation,  sale of all or  substantially  all of its  assets or  otherwise,
whether or not in connection with a Related Business Transaction).
<PAGE>
         "Liberty  Media Group Net Proceeds"  shall mean,  as of any date,  with
respect to any  Disposition  of any of the  properties and assets of the Liberty
Media Group, an amount,  if any, equal to the gross proceeds of such Disposition
after any payment of, or reasonable  provision for, (a) any taxes payable by the
corporation  in respect  of such  Disposition  or in  respect  of any  resulting
dividend  or  redemption  pursuant  to  clause  (i) or  (ii),  respectively,  of
paragraph  5(b) of this Part B of this  Article  Third (or which would have been
payable but for the utilization of tax benefits attributable to the Common Stock
Group)  reduced by any  offset to such  liability  of the  Liberty  Media  Group
allowed  pursuant  to the Tax Sharing  Agreement  entered  into  pursuant to the
Merger  Agreement,  (b) any transaction costs borne by the Common Stock Group in
connection with such  Disposition,  including,  without  limitation,  any legal,
investment  banking and  accounting  fees and expenses borne by the Common Stock
Group in  connection  with  such  Disposition,  (c) any  liabilities  and  other
obligations  (contingent  or  otherwise) of the Liberty Media Group borne by the
Common  Stock Group in  connection  with such  Disposition,  including,  without
limitation,  any indemnity or guarantee obligations incurred by the Common Stock
Group in  connection  with the  Disposition  or any  liabilities  assumed by the
Common  Stock  Group  for  future  purchase  price  adjustments,   and  (d)  any
preferential  amounts,  accumulated and unpaid  dividends and other  obligations
(other than with respect to  Pre-Merger  Convertible  Securities)  in respect of
Preferred Stock attributed to the Liberty Media Group;  provided,  however, that
the net amount  determined in accordance  with the foregoing  provisions of this
sentence shall,  without  duplication,  be increased by the net amount,  if any,
payable by the Common Stock Group to the Liberty  Media  Group,  or decreased by
the net amount,  if any,  payable by the Liberty Media Group to the Common Stock
Group,  pursuant to the Tax Sharing Agreement  referred to above, as applicable,
as a result of the  deconsolidation  of the properties and assets of the Liberty
Media Group disposed of in such  Disposition.  For purposes of this  definition,
any  properties  and assets of the  Liberty  Media  Group  remaining  after such
Disposition  shall constitute  "reasonable  provision" for such amount of taxes,
costs and  liabilities  (contingent  or  otherwise)  as can be supported by such
properties and assets. To the extent the proceeds of any Disposition include any
securities  or other  property  other than cash,  the Board of  Directors  shall
determine the value of such securities or property.

         "Liberty Media  Corporation"  shall mean Liberty Media  Corporation,  a
Delaware corporation, and any successor thereto (by merger, consolidation,  sale
of all or  substantially  all of its  assets  or  otherwise,  whether  or not in
connection with a Related Business Transaction).

         "Market  Capitalization" of any class or series of capital stock of the
corporation on any Trading Day shall mean the product of (i) the Market Value of
one share of such  class or series on such  Trading  Day and (ii) the  number of
shares of such class or series outstanding on such Trading Day.

         "Market  Value"  of  any  class  or  series  of  capital  stock  of the
corporation on any day shall mean the average of the high and low reported sales
prices  regular  way of a share of such class or series on such day (if such day
is a Trading  Day,  and if such day is not a Trading  Day,  on the  Trading  Day
immediately  preceding such day) or in case no such reported sale takes place on
such  Trading  Day the  average of the  reported  closing  bid and asked  prices
regular  way of a share of such class or series on such  Trading  Day, in either
case on the New York  Stock  Exchange  or, if the shares of such class or series
are not quoted on the New York Stock Exchange on such Trading Day, on the Nasdaq
National Market,  or if the shares of such class or series are not quoted on the
Nasdaq  National  Market on such Trading Day, the average of the closing bid and
asked prices of a share of such class or series in the  over-the-counter  market
on such  Trading Day as  furnished  by any New York Stock  Exchange  member firm
<PAGE>
selected from time to time by the corporation,  or if such closing bid and asked
prices are not made available by any such New York Stock Exchange member firm on
such Trading Day (including  without  limitation because such securities are not
publicly  held),  the  market  value  of a share  of such  class  or  series  as
determined by the Board of Directors;  provided that for purposes of determining
the ratios set forth in  paragraph 6 of this Part B of this Article  Third,  (a)
the "Market Value" of any share of Common Stock or of any class of Liberty Media
Group Common Stock on any day prior to the "ex" date or any similar date for any
dividend or distribution  paid or to be paid with respect to the Common Stock or
such class of Liberty Media Group Common Stock, as applicable,  shall be reduced
by the  fair  market  value  of  the  per  share  amount  of  such  dividend  or
distribution  as determined by the Board of Directors and (b) the "Market Value"
of any share of Common Stock or of any class of Liberty Media Group Common Stock
on any day prior to (i) the effective date of any subdivision (by stock split or
otherwise) or  combination  (by reverse stock split or otherwise) of outstanding
shares of Common Stock or of such class of Liberty Media Group Common Stock,  as
applicable,  or (ii) the "ex"  date or any  similar  date  for any  dividend  or
distribution with respect to the Common Stock or any such class of Liberty Media
Group Common Stock in shares of the Common Stock or such class of Liberty  Media
Group Common Stock, as applicable,  shall be  appropriately  adjusted to reflect
such subdivision, combination, dividend or distribution.

         "Person" shall mean any individual,  corporation,  partnership, limited
liability  company,  joint venture,  association,  joint stock  company,  trust,
unincorporated  organization,  government  or  agency or  political  subdivision
thereof,  or other entity,  whether acting in an individual,  fiduciary or other
capacity.

         "Pre-Merger  Convertible  Securities" shall mean Convertible Securities
that were outstanding  immediately following the Effective Time (as such term is
defined in the Merger  Agreement)  and were,  at such date  convertible  into or
exercisable  or  exchangeable  for shares of Class A Liberty  Media Group Common
Stock or Class B Liberty Media Group Common Stock.

         "Qualifying  Subsidiary"  of a Person shall mean a  Subsidiary  of such
Person in which such  Person's  ownership  and voting  interest is sufficient to
satisfy the ownership and voting  requirements of the Internal  Revenue Code and
the regulations  thereunder for a distribution of such Person's interest in such
Subsidiary  to the holders of Class A Liberty Media Group Common Stock and Class
B Liberty Media Group Common Stock to be tax free to such holders.

         "Redemption  Date"  shall  mean  any date  fixed  for a  redemption  or
purchase  of shares  of Class A Liberty  Media  Group  Common  Stock and Class B
Liberty  Media  Group  Common  Stock as set forth in a notice to holders of such
series pursuant to this Certificate.

         "Related  Business  Transaction"  shall mean any  Disposition of all or
substantially  all of the  properties  and assets of the Liberty  Media Group in
which the corporation receives as proceeds of such Disposition  primarily equity
securities   (including,   without   limitation,   capital  stock,   convertible
securities,  partnership or limited  partnership  interests,  limited  liability
company  membership  interests  and other  types of equity  securities,  without
regard to the voting power or  contractual  or other  management  or  governance
rights  related to such equity  securities) of the purchaser or acquiror of such
assets and properties of the Liberty Media Group,  any entity which succeeds (by
merger, formation of a joint venture enterprise or otherwise) to such assets and
properties of the Liberty Media Group, or a third party issuer, which purchaser,
acquiror or other  issuer is engaged or proposes to engage  primarily  in one or
more  businesses  similar or  complementary  to the businesses  conducted by the
Liberty  Media Group prior to such  Disposition,  as determined in good faith by
the Board of Directors, and upon consummation of such transaction is included in
the Liberty Media Group.
<PAGE>
         "Sprint PCS  Investment"  shall mean the common equity  securities (and
securities  convertible  into or  exercisable  or  exchangeable  for such common
equity securities) of Sprint Corporation acquired by  Tele-Communications,  Inc.
("TCI") and its  affiliates  pursuant to that certain  Restructuring  and Merger
Agreement,  dated as of May 26, 1998,  among TCI,  Sprint  Corporation,  Comcast
Corporation and Cox Communications, Inc. (the "PCS Restructuring Agreement") (as
well as any  indebtedness of Sprint  Corporation or any of its affiliates to TCI
or  any  of  its  affiliates   remaining   following  the  consummation  of  the
transactions contemplated by the PCS Restructuring Agreement).

         "Subsidiary"  shall mean, with respect to any Person,  any corporation,
limited liability company or partnership 50% or more of whose outstanding voting
securities  or  membership  or  partnership  interests,  as the case may be, are
directly or indirectly owned by such Person.

         "Trading  Day" shall mean each weekday  other than any day on which any
relevant  class or series of capital stock of the  corporation  is not traded on
the  New  York  Stock  Exchange  or  the  Nasdaq   National  Market  or  in  the
over-the-counter market.

PART C--PREFERRED STOCK

         The  Preferred  Stock  may be  issued  from time to time in one or more
series.  All shares of  Preferred  Stock of all series shall rank equally and be
identical in all respects  except that the Board of Directors is  authorized  to
fix the number of shares in each series, the designation thereof and, subject to
the  provisions of this Article  Third,  the relative  rights,  preferences  and
limitations  of each series and the variations in such rights,  preferences  and
limitations as between series and specifically is authorized to fix with respect
to each series:

                  (a) the  dividend  rate on the  shares of such  series and the
         date or dates from which dividends shall be cumulative;

                  (b) the times when,  the prices at which,  and all other terms
         and conditions upon which, shares of such series shall be redeemable;

                  (c) the  amounts  which the  holders of shares of such  series
         shall be  entitled  to receive  upon the  liquidation,  dissolution  or
         winding up of the  corporation,  which  amounts may vary  depending  on
         whether  such  liquidation,  dissolution  or winding up is voluntary or
         involuntary and, if voluntary, may vary at different dates;

                  (d) whether or not the shares of such series  shall be subject
         to the operation of a purchase,  retirement or sinking fund and, if so,
         the extent to and manner in which such purchase,  retirement or sinking
         fund shall be applied to the  purchase or  redemption  of the shares of
         such series for  retirement  or for other  corporate  purposes  and the
         terms and  provisions  relative  to the  operation  of the said fund or
         funds;

                  (e)  whether  or not  the  shares  of  such  series  shall  be
         convertible  into or  exchangeable  for  shares of any  other  class or
         series or for any  class of  common  shares  and,  if so,  the price of
         prices or the rate or rates of  conversion  or exchange and the method,
         if any, of adjusting the same;

                  (f) the restrictions, if any, upon the payment of dividends or
         making  of other  distributions  on,  and upon  the  purchase  or other
         acquisition of, common shares;
<PAGE>
                  (g)  the   restrictions,   if  any,   upon  the   creation  of
         indebtedness,  and the  restrictions,  if any,  upon  the  issue of any
         additional  shares  ranking on a parity  with or prior to the shares of
         such  series  in  addition  to the  restrictions  provided  for in this
         Article Third;

                  (h) the voting powers, if any, of the shares of such series in
         addition to the voting powers provided for in this Article Third; and

                  (i) such other rights,  preferences  and  limitations as shall
         not be inconsistent with this Article Third.

         All shares of any particular series shall rank equally and be identical
in all respects  except that shares of any one series issued at different  times
may differ as to the date from which dividends shall be cumulative.

         Dividends  on  shares  of  Preferred  Stock  of each  series  shall  be
cumulative from the date or dates fixed with respect to such series and shall be
paid or declared or set apart for payment for all past dividend  periods and for
the current dividend period before any dividends  (other than dividends  payable
in common  shares)  shall be declared or paid or set apart for payment on common
shares.  Whenever,  at any time, full cumulative dividends for all past dividend
periods and for the current dividend period shall have been paid or declared and
set apart for payment on all then outstanding  shares of Preferred Stock and all
requirements  with respect to any purchase,  retirement or sinking fund or funds
for all series of Preferred  Stock shall have been complied  with,  the Board of
Directors may declare dividends on the common shares and the shares of Preferred
Stock shall not be entitled to share therein.

         Upon any liquidation, dissolution or winding up of the corporation, the
holders of shares of Preferred Stock of such series shall be entitled to receive
the  amounts to which such  holders are  entitled as fixed with  respect to such
series,  including all dividends  accumulated to the date of final distribution,
before any payment or distribution of assets of the corporation shall be made to
or set apart for the holders of common shares and after such payments shall have
been made in full to the holders of shares of  Preferred  Stock,  the holders of
common  shares  shall be entitled to receive any and all assets  remaining to be
paid or distributed to shareholders and the holders of shares of Preferred Stock
shall not be entitled to share therein. For the purposes of this paragraph,  the
voluntary sale, conveyance,  lease, exchange or transfer of all or substantially
all the property or assets of the  corporation or a  consolidation  or merger of
the  corporation  with  one or  more  other  corporations  (whether  or not  the
corporation is the corporation surviving such consolidation or merger) shall not
be  deemed  to  be a  liquidation,  dissolution  or  winding  up,  voluntary  or
involuntary.

         The aggregate amount which all shares of Preferred Stock outstanding at
any time shall be entitled to receive on involuntary liquidation, dissolution or
winding up shall not exceed $8,000,000,000.

         So  long  as  any  shares  of  Preferred  Stock  are  outstanding,  the
corporation  will not (a) without the affirmative vote or consent of the holders
of at  least  66  2/3%  of all  the  shares  of  Preferred  Stock  at  the  time
outstanding,  (i)  authorize  shares  of stock  ranking  prior to the  shares of
Preferred Stock, or (ii) change any provision of this Article Third so to affect
adversely the shares of Preferred  Stock;  (b) without the  affirmative  vote or
consent of the holders of at least 66 2/3% of any series of  Preferred  Stock at
the time  outstanding,  change  any of the  provisions  of such  series so as to
affect adversely the shares of such series;  (c) without the affirmative vote or
<PAGE>
consent of the  holders of at least a  majority  of all the shares of  Preferred
Stock at the time  outstanding,  (i) increase the authorized number of shares of
Preferred Stock or (ii) increase the authorized number of shares of any class of
stock ranking on a parity with the Preferred Stock.

         Whenever,  at any  time  or  times,  dividends  payable  on  shares  of
Preferred  Stock shall be in default in an aggregate  amount  equivalent  to six
full  quarterly  dividends  on  any  series  of  Preferred  Stock  at  the  time
outstanding, the number of directors then constituting the Board of Directors of
the corporation shall ipso facto be increased by two, and the outstanding shares
of Preferred  Stock  shall,  in addition to any other  voting  rights,  have the
exclusive right,  voting  separately as a class and without regard to series, to
elect two directors of the corporation to fill such newly created  directorships
and such right shall  continue  until such time as all dividends  accumulated on
all shares of  Preferred  Stock to the latest  dividend  payment date shall have
been paid or declared and set apart for payment.

         No holder of shares of Preferred  Stock of any series,  irrespective of
any voting or other right of shares of such series,  shall have, as such holder,
any  preemptive  right to purchase  any other shares of the  corporation  or any
securities  convertible  into or  entitling  the holder to  purchase  such other
shares.

         If in any case the amounts payable with respect to any  requirements to
retire shares of Preferred  Stock are not paid in full in the case of all series
with  respect  to which  such  requirements  exist,  the  number of shares to be
retired in each series shall be in  proportion to the  respective  amounts which
would be payable on account of such  requirements  if all amounts  payable  were
paid in full.

                                      ****

                  FOURTH:  The manner in which the  foregoing  amendment of said
         Certificate of  Incorporation  of the corporation was authorized was by
         the vote of the holders of a majority of all outstanding  shares of the
         corporation  entitled  to vote  thereon at a meeting  of  shareholders,
         subsequent to the unanimous vote of the Board of Directors.

<PAGE>

         IN WITNESS  WHEREOF,  we have subscribed this document on March 9, 1999
and do hereby  affirm,  under the  penalties  of  perjury,  that the  statements
contained herein have been examined by us and are true and correct.

                            By: /s/     Marilyn J. Wasser
                                ---------------------------
                                Name:   Marilyn J. Wasser
                                Title:  Vice President


                            By: /s/     Robert S. Feit
                                -------------------------
                                Name:   Robert S. Feit
                                Title:  Assistant Secretary

<PAGE>

          Certificate of Amendment of the Certificate of Incorporation
        Under Section 805 of the New York State Business Corporation Law

         We, the undersigned,  being a Vice President and an Assistant Secretary
respectively, of AT&T Corp., do hereby certify as follows:

                 FIRST: The name of the corporation is AT&T Corp.

                 SECOND: The Certificate of Incorporation of the corporation was
          filed by the  Department  of State on  March 3,  1885  under  the name
          American Telephone and Telegraph Company.

                 THIRD:  (a) The Certificate of Incorporation of the corporation
          is hereby  amended  to create  one new  class of  common  stock,  AT&T
          Wireless Group common stock, having the number, designation,  relative
          rights, preferences, and limitations as set forth herein.

                  (b) To effect the  foregoing,  Article THIRD is hereby amended
         as set forth below:

PART A of Article THIRD is hereby amended to read in its entirety as follows:

PART A - Authorized Shares

         The aggregate  number of shares which the  corporation is authorized to
issue is fourteen billion eight hundred fifty million  (14,850,000,000)  shares,
consisting of one hundred million  (100,000,000)  preferred  shares having a par
value of $1.00 per share ("Preferred  Stock") and fourteen billion seven hundred
fifty   million   (14,750,000,000)   common   shares,   of  which  six   billion
(6,000,000,000)  common shares shall be Common Stock having a par value of $1.00
per share ("Common  Stock"),  two billion five hundred  million  (2,500,000,000)
common  shares  shall be Class A Liberty  Media Group  Common Stock having a par
value of $1.00 per share  ("Class A Liberty  Media  Group  Common  Stock"),  two
hundred fifty million (250,000,000) common shares shall be Class B Liberty Media
Group Common Stock having a par value of $1.00 per share ("Class B Liberty Media
Group  Common  Stock") and six billion  (6,000,000,000)  common  shares shall be
Wireless  Group Common  Stock  having a par value of $1.00 per share  ("Wireless
Group Common Stock"). The Class A Liberty Media Group Common Stock and the Class
B Liberty  Media Group Common Stock are  collectively  referred to herein as the
"Liberty Media Group Common Stock".

         The authorized  shares of Class B Liberty Media Group Common Stock will
only be issued (i)  pursuant  to the  Agreement  and Plan of  Restructuring  and
Merger, dated June 23, 1998 (the "Merger Agreement"), among Tele-Communications,
Inc., Italy Merger Corp. and the corporation, (ii) upon conversion,  exercise or
exchange of Pre-Merger Convertible Securities (as defined in paragraph 9 of Part
B of this Article  Third),  (iii) in a subdivision (by stock split or otherwise)
of outstanding  shares of Class B Liberty Media Group Common Stock, or (iv) as a
stock  dividend or share  distribution  (as defined in  paragraph 4 of Part B of
this Article Third).

         Part B of Article THIRD shall remain unchanged. Part C of Article THIRD
is hereby  redesignated  as Part D of Article THIRD and shall  otherwise  remain
unchanged,  and a new Part C shall be added to Article THIRD,  so that Part C of
Article THIRD shall read in its entirety as follows:

PART C - Wireless Group Common Stock

1.  Voting Rights.

         (a) Subject to the following  two  sentences  and to paragraph  1(c) of
this Part C of this Article Third,  holders of Wireless Group Common Stock shall
be  entitled  to a number of votes or  fraction of a vote for each share of such
<PAGE>
stock held  (calculated to the nearest 1/10),  on all matters  presented to such
shareholders,  the  numerator  of which shall be the price per share of Wireless
Group Common Stock used in the initial public  offering of Wireless Group Common
Stock and the  denominator of which shall be the average daily Market Value of a
share of Common  Stock  during  the  10-Trading  Day  period  ending on the 20th
Trading Day prior to the effective date of the  registration  statement for such
initial public offering. In the event that AT&T Wireless Group tracking stock is
first distributed without an initial public offering,  holders of Wireless Group
Common  Stock  shall be  entitled to a number of votes or fraction of a vote for
each share of such stock held  (calculated to the nearest 1/10),  on all matters
presented  to such  shareholders,  the  numerator  of which shall be the average
daily  Market  Value  of a share of  Wireless  Group  Common  Stock  during  the
10-Trading  Day period  beginning on the 20th Trading Day following such initial
distribution  and the  denominator  of which shall be the average  daily  Market
Value of a share of Common Stock during the 10-Trading  Day period  beginning on
the 20th Trading Day following such initial  distribution.  Notwithstanding  the
foregoing,  if the fraction  resulting from the applicable  formula set forth in
the preceding  two  sentences is greater than 0.8 and less than 1.2,  holders of
Wireless Group Common Stock shall be entitled to one vote for each share of such
stock held, and if the fraction  resulting from the applicable formula set forth
in the preceding two sentences is greater than 0.4 and less than 0.6, holders of
Wireless  Group  Common  Stock  shall be entitled to one-half of a vote for each
share  of such  stock  held,  in  each  case on all  matters  presented  to such
shareholders.

         (b) Except as may otherwise be required by the laws of the State of New
York or, with respect to additional or special voting rights (which may include,
without  limitation,  rights of any such  holders of any such class or series to
elect one or more directors voting separately as a class) of any class or series
of Preferred Stock or any other class of common shares,  in this  Certificate of
Incorporation of the  corporation,  as the same may be amended from time to time
(this  "Certificate")  (including  the terms of the Liberty  Media Group  Common
Stock,  any class or series of Preferred Stock and any resolution or resolutions
providing for the  establishment  of such class or series  pursuant to authority
vested in the Board of Directors by this  Certificate and the terms of any other
class of common shares),  the holders of shares of Common Stock,  the holders of
shares of Wireless Group Common Stock,  the holders of shares of Class A Liberty
Media Group Common  Stock,  the holders of shares of Class B Liberty Media Group
Common  Stock,  the holders of shares of each other class of common  shares,  if
any, entitled to vote thereon, and the holders of shares of each class or series
of Preferred  Stock, if any,  entitled to vote thereon,  shall vote as one class
with respect to all matters to be voted on by shareholders  of the  corporation,
and no separate  vote or consent of the holders of shares of Common  Stock,  the
holders of shares of Wireless Group Common Stock, the holders of shares of Class
A Liberty  Media Group  Common  Stock,  the holders of shares of Class B Liberty
Media  Group  Common  Stock or the holders of shares of any such class of common
shares or any such class or series of Preferred  Stock shall be required for the
approval of any such matter,  except,  in the case of Liberty Media Group Common
Stock,  under the  circumstances  described in paragraph  1(b) of Part B of this
Article Third.

         (c) If the corporation shall in any manner subdivide (by stock split or
otherwise)  or combine (by reverse  stock split or  otherwise)  the  outstanding
shares of Common  Stock,  Wireless  Group  Common  Stock or Liberty  Media Group
Common Stock,  or pay a stock dividend in shares of any class to holders of that
class or shall otherwise effect a share  distribution (as defined in paragraph 3
of this Part C of this Article  Third) of Common  Stock,  Wireless  Group Common
Stock or Liberty Media Group Common Stock, the per share voting rights of Common
Stock and Liberty Media Group Common Stock specified in paragraph 1(a) of Part B
<PAGE>
of this  Article  Third  and/or the per share  voting  rights of Wireless  Group
Common Stock  specified in paragraph  1(a) of this Part C of this Article  Third
shall be  appropriately  adjusted so as to avoid any  dilution in the  aggregate
voting rights of any one class relative to the other classes.

2.  Dividends.

         (a)  Dividends  on  Common  Stock.  Dividends  on  Common  Stock may be
declared  and paid  only to the  extent  of (i) the  assets  of the  corporation
legally  available  therefor  minus (ii) the sum of (A) the Liberty  Media Group
Available  Dividend  Amount (as defined in paragraph 9 of Part B of this Article
Third),  and (B) the  Wireless  Group  Available  Dividend  Amount  (such amount
available  for the payment of  dividends  on Common Stock is referred to in this
Part  C  of  this  Article  Third  as  the  "Common  Stock  Available   Dividend
Amount(W)").

         (b)  Dividends on Wireless  Group Common  Stock.  Dividends on Wireless
Group  Common  Stock may be declared  and paid only out of the lesser of (i) the
excess, if any, of (A) the assets of the corporation legally available therefor,
over  (B) the  Liberty  Media  Group  Available  Dividend  Amount,  and (ii) the
Wireless Group Available  Dividend Amount.  Concurrently with the payment of any
dividend on shares of Wireless Group Common Stock,  at the election of the Board
of  Directors,  either (x) the Common  Stock  Group(W)  shall  receive  from the
Wireless  Group an  aggregate  payment of the same kind of cash and/or  property
that is the  subject  of such  dividend,  which  payment  shall  be equal to the
excess,  if any, of (i) the  quotient  obtained by  dividing  (A) the  aggregate
amount of such  dividend,  as determined  by the Board of Directors,  by (B) the
Wireless  Group  Allocation  Fraction,  over (ii) the  aggregate  amount of such
dividend,  as so determined,  or (y) the Wireless Group Allocation Fraction will
be adjusted as described  in  paragraph 9 of this Part C of this Article  Third.
The payment to be made to the Common Stock  Group(W)  pursuant to the  preceding
sentence may, at the  discretion  of the Board of Directors,  be reflected by an
allocation or by a direct transfer of cash or other property.

         (c) Discrimination Between or Among Classes of Common Shares. The Board
of Directors, subject to the provisions of paragraphs 2(a) and 2(b) of this Part
C of this Article  Third and  paragraph  3(b) of Part B of this  Article  Third,
shall have the sole authority and discretion to declare and pay dividends (or to
refrain from declaring or paying the same)  exclusively to the holders of Common
Stock, exclusively to the holders of Wireless Group Common Stock, exclusively to
the holders of Liberty Media Group Common Stock,  exclusively  to the holders of
any other  class of common  shares or to the  holders of any two or more of such
classes in equal or unequal amounts,  notwithstanding  the relationship  between
the Common Stock  Available  Dividend  Amount(W),  the Wireless Group  Available
Dividend  Amount and the Liberty  Media Group  Available  Dividend  Amount,  the
respective amounts of prior dividends declared on, or the liquidation rights of,
Common Stock,  Wireless  Group Common Stock,  Class A Liberty Media Group Common
Stock and Class B Liberty Media Group Common Stock, or any other factor.

3.  Share Distributions.

         Subject to the  provisions  of  paragraph  4 of Part B of this  Article
Third,  the corporation may declare and pay a distribution  consisting of shares
of Common  Stock,  Wireless  Group Common Stock or any other  securities  of the
corporation  or  any  other  Person  (hereinafter   sometimes  called  a  "share
distribution") to holders of Common Stock or Wireless Group Common Stock only in
accordance with this paragraph 3 of this Part C of this Article Third.

         (a)  Distributions  on Common  Stock or Wireless  Group  Common  Stock.
Except  as set  forth  in  paragraph  4 of Part B of  this  Article  Third,  the
corporation may declare and pay a share distribution to holders of Common Stock,
Wireless  Group  Common  Stock or any other class of common  shares  (other than
Liberty  Media  Group  Common  Stock)   consisting  of  any  securities  of  the
<PAGE>
corporation,  any Subsidiary of the corporation, or any other Person, including,
without  limitation,  a share distribution  consisting of shares of any class or
series of Preferred Stock or shares of Common Stock, Wireless Group Common Stock
or any other class of common  shares  (other  than  Liberty  Media Group  Common
Stock)  (or   Convertible   Securities   convertible   into  or  exercisable  or
exchangeable  for shares of any class or series of Preferred  Stock or shares of
Common  Stock,  Wireless  Group Common Stock or any other class of common shares
(other than Liberty Media Group Common Stock)).

         Concurrently with the making of any share  distribution with respect to
Wireless Group Common Stock,  at the election of the Board of Directors,  either
(x) the Common Stock Group(W) shall receive from the Wireless Group an aggregate
payment of the same kind of property  that is the subject of such  distribution,
which payment shall be equal to the excess, if any, of (i) the quotient obtained
by dividing (A) the aggregate amount of such distribution,  as determined by the
Board of Directors, by (B) the Wireless Group Allocation Fraction, over (ii) the
aggregate amount of such dividend,  as so determined,  or (y) the Wireless Group
Allocation Fraction shall be adjusted as described in paragraph 9 of this Part C
of this  Article  Third.  Any  payment to be made to the Common  Stock  Group(W)
pursuant  to the  preceding  sentence  may,  at the  discretion  of the Board of
Directors,  be reflected  by an  allocation  or by a direct  transfer of cash or
other property.

         (b) Discrimination Between or Among Classes of Common Shares. The Board
of Directors,  subject to the foregoing  provisions of this  paragraph 3 of this
Part C of this Article Third and the provisions of paragraph 4 of Part B of this
Article  Third,  shall have the sole authority and discretion to declare and pay
(or to refrain from  declaring or paying)  share  distributions  exclusively  to
holders of Common Stock,  exclusively to holders of Wireless Group Common Stock,
exclusively  to holders of Liberty Media Group Common Stock,  exclusively to the
holders of any other class of common  shares or to holders of any two or more of
such  classes  in equal or unequal  amounts,  notwithstanding  the  relationship
between the Common  Stock  Available  Dividend  Amount(W),  the  Wireless  Group
Available Dividend Amount and the Liberty Media Group Available Dividend Amount,
the  respective  amounts  of  prior  share  distributions  declared  on,  or the
liquidation  rights of,  Common  Stock,  Wireless  Group Common  Stock,  Class A
Liberty Media Group Common Stock and Class B Liberty Media Group Common Stock or
any other factor.

4.  Exchange of Wireless Group Common Stock.

         (a)  Exchange at Option of Board of  Directors.  At any time  following
either the  occurrence of a Tax Event or the second  anniversary  of the date of
initial  issuance of any shares of Wireless  Group  Common  Stock (the  "Initial
Issuance Date"),  the Board of Directors,  in its sole  discretion,  may, at any
time, effect a recapitalization of the corporation (a "Board Required Exchange")
by declaring that all of the  outstanding  shares of Wireless Group Common Stock
shall be exchanged  for fully paid and  nonassessable  shares of Common Stock in
accordance  with the Exchange  Rate.  In  addition,  at any time  following  the
Initial Issuance Date, so long as all of the assets and liabilities  included in
the Wireless Group are held,  directly or indirectly,  by one or more Qualifying
Subsidiaries of the corporation  (which shall not include any Subsidiary that is
a part of the Liberty  Media  Group as defined in  paragraph 9 of Part B of this
Article Third) that hold no other material assets or liabilities  (the "Wireless
Group Subsidiaries"), the Board of Directors may, subject to the availability of
assets of the corporation  legally available  therefor,  effect a Board Required
Exchange by exchanging,  on a pro rata basis,  all of the outstanding  shares of
Wireless  Group Common Stock in exchange for an aggregate  number of outstanding
fully  paid and  nonassessable  shares of common  stock of such  Wireless  Group
<PAGE>
Subsidiary or  Subsidiaries  at the applicable  Exchange Rate,  provided that no
such  exchange  may occur  unless  the  exchange  is tax free to the  holders of
Wireless  Group Common Stock  (except with respect to any cash  received by such
holders in lieu of fractional shares).  For purposes of this paragraph 4 of this
Part C of this Article Third,  the term "Exchange  Shares" shall mean the shares
of Common Stock or shares of the one or more Wireless Group Subsidiaries, as the
case may be, into which  shares of Wireless  Group Common Stock may be exchanged
pursuant to a Board Required Exchange.

         (b) Exchange in Connection with Certain  Significant  Transactions.  In
the  event  of a  Disposition  other  than a  Wireless  Group  Related  Business
Transaction   by  the   corporation  in  a  transaction  or  series  of  related
transactions  of all or  substantially  all of the  properties  and  assets  (as
defined  below) of the Wireless  Group to any Person(s) or group(s) of which the
corporation is not a majority owner (whether by merger,  consolidation,  sale of
assets  or  stock,  liquidation,   dissolution,  winding  up  or  otherwise)  (a
"Significant  Transaction"),  effective  upon  the  consummation  of such  sale,
transfer,  assignment or other disposition and automatically  without any action
on the part of the  corporation  or the Board of Directors or on the part of the
holders of shares of Wireless  Group  Common  Stock,  the  corporation  shall be
recapitalized   (a  "Significant   Transaction   Exchange")  by  exchanging  all
outstanding shares of Wireless Group Common Stock for, at the sole discretion of
the Board of Directors, either (i) fully paid and nonassessable shares of Common
Stock  at the  Exchange  Rate or  (ii)  other  consideration,  as  described  in
paragraph  4(c)  of this  Part C of  this  Article  Third.  Notwithstanding  the
preceding  sentence,  the  corporation  shall be under no obligation to effect a
Significant  Transaction  Exchange that it might otherwise be required to effect
pursuant to such  sentence  (and the  Exchange  Rate shall not apply) if (i) the
underlying Significant Transaction is conditioned upon the affirmative vote of a
majority of the holders of Wireless  Group  Common  Stock,  voting as a separate
class,  (ii)  in  connection  with a  spin-off  or  similar  disposition  of the
corporation's  entire  interest in the Wireless Group to the holders of Wireless
Group Common Stock,  including any such  disposition  that is made in connection
with a Board Required  Exchange,  or (iii) in connection  with the  liquidation,
dissolution or winding up of the corporation, whether voluntary or involuntary.

         (c) Alternate  Consideration in Connection with Significant Transaction
Exchange.  In  connection  with  any  Significant   Transaction  Exchange,   the
corporation  may, at the sole discretion of the Board of Directors,  (i) in lieu
of issuing  shares of Common  Stock in  exchange  for shares of  Wireless  Group
Common Stock, either (x) subject to the limitations  described in paragraph 2(b)
of this Part C of this Article  Third and to the other  provisions  described in
this  paragraph  4(c) of this Part C of this  Article  Third,  declare and pay a
dividend in cash and/or in securities or other property  (determined as provided
below) to holders of the  outstanding  shares of  Wireless  Group  Common  Stock
equally on a share for share basis in an aggregate  amount equal to the Wireless
Group Net Proceeds of such Significant  Transaction;  or (y) provided that there
are assets of the corporation  legally available  therefor and to the extent the
Wireless Group  Available  Dividend  Amount would have been  sufficient to pay a
dividend in lieu thereof as described  in clause (x) of this  paragraph  4(c) of
this Part C of this  Article  Third,  then (A) if such  Significant  Transaction
involves the Disposition of all (not merely substantially all) of the properties
and assets of the  Wireless  Group,  redeem all  outstanding  shares of Wireless
Group  Common  Stock in exchange for cash and/or  securities  or other  property
(determined  as provided  below) in an  aggregate  amount  equal to the Wireless
Group  Net  Proceeds;  or (B)  if  such  Significant  Transaction  involves  the
Disposition of  substantially  all (but not all) of the properties and assets of
the Wireless Group, apply an aggregate amount of cash and/or securities or other
property (determined as provided below) equal to the Wireless Group Net Proceeds
<PAGE>
to the  redemption of  outstanding  shares of Wireless  Group Common Stock,  the
number of  shares to be  redeemed  to equal the  lesser of (1) the whole  number
nearest the number  determined by dividing the aggregate  amount so allocated to
the redemption of Wireless Group Common Stock by the average Market Value of one
share of Wireless Group Common Stock during the 10-Trading Day period  beginning
on the 15th Trading Day following the consummation of such Disposition,  and (2)
the number of shares of Wireless  Group  Common Stock  outstanding,  and (ii) in
lieu of issuing solely shares of Common Stock in exchange for shares of Wireless
Group Common Stock,  subject to the  limitations  described in paragraph 2(b) of
this  Part C of this  Article  Third and to the other  provisions  described  in
paragraph  4(c) of this Part C of this  Article  Third,  combine the issuance of
shares of Common  Stock in exchange  for shares of Wireless  Group  Common Stock
with the payment of a dividend on or the  redemption of shares of Wireless Group
Common Stock for cash and/or  other  securities  or other  property as described
below.

         In the event that the Board of Directors elects the option described in
(ii) of the preceding paragraph, the outstanding shares of Wireless Group Common
Stock exchanged for fully paid and nonassessable shares of Common Stock shall be
exchanged at the Exchange Rate and a dividend shall be paid on all the remaining
shares of Wireless  Group  Common Stock  equally on a share for share basis,  or
some or all of the remaining  outstanding  shares of Wireless Group Common Stock
shall be  exchanged  for cash and/or  other  securities  or other  property,  as
follows.  The aggregate amount of such dividend,  in the case of a dividend,  or
the  portion  of the  Wireless  Group  Net  Proceeds  to be  applied  to such an
exchange,  in the case of an  exchange,  shall equal (A) an amount  equal to the
total  Wireless Group Net Proceeds  multiplied by (B) one minus a fraction,  the
numerator of which shall be the number of shares of Wireless  Group Common Stock
exchanged for shares of Common Stock and the  denominator  of which shall be the
total number of outstanding  shares of Wireless Group Common Stock. In the event
of an exchange,  if the Significant  Transaction involves the Disposition of all
(not merely  substantially  all) of the  properties  and assets of the  Wireless
Group, then all remaining outstanding shares of Wireless Group Common Stock will
be redeemed  in exchange  for cash  and/or  securities  or other  property in an
aggregate  amount equal to the portion of the Wireless  Group Net Proceeds to be
applied to the exchange. If the Significant Transaction involves the Disposition
of substantially  all (but not all) of the properties and assets of the Wireless
Group,  then the portion of the Wireless Group Net Proceeds to be applied to the
exchange  will be used to redeem a number of shares  equal to the  lesser of (1)
the whole number nearest the number  determined by dividing the aggregate amount
so allocated  to the  redemption  of Wireless  Group Common Stock by the average
Market Value of one share of Wireless  Group Common Stock during the  10-Trading
Day period  beginning  on the 15th  Trading Day  following  consummation  of the
Disposition,  and (2) the  number of  shares  of  Wireless  Group  Common  Stock
outstanding.

         For purposes of this  paragraph 4 of this Part C of this Article Third,
in the case of a Significant  Transaction  involving a Disposition of properties
and assets in a series of related  transactions,  such Disposition  shall not be
deemed  to have been  consummated  until  the  consummation  of the last of such
transactions.  Any exchange described in this paragraph 4 of this Part C of this
Article Third shall be effected in accordance with the applicable provisions set
forth in paragraph 5 of this Part C of this Article Third. In the event that, at
the time of any Significant  Transaction,  there are outstanding any Convertible
Securities  convertible  into or exercisable for shares of Wireless Group Common
Stock that would give the  holders  rights to receive  any  dividend or exchange
consideration related to the Significant  Transaction upon exercise,  conversion
or  otherwise,  or would adjust as a result of such dividend or exchange to give
the holder equivalent  economic rights, then the shares of Wireless Group Common
<PAGE>
Stock  underlying  such  Convertible  Securities  will be taken into account for
purposes of determining the terms of any dividend  payment or exchange  effected
in lieu of a Significant Transaction Exchange.

         (d) Payment to Common Stock Group(W).  Concurrently with the payment of
any dividend referred to in paragraph 4(c) of this Part C of this Article Third,
at the election of the Board of Directors,  either (A) the Common Stock Group(W)
shall receive from the Wireless  Group an aggregate  payment of the same kind of
property that is the subject of such  dividend,  which payment shall be equal to
the excess of (i) the quotient  obtained by dividing (x) the aggregate amount of
such  dividend,  as determined  by the Board of  Directors,  by (y) the Wireless
Group Allocation Fraction,  over (ii) the aggregate amount of such dividend,  as
so determined, or (B) the Wireless Group Allocation Fraction will be adjusted as
described in paragraph 9 of this Part C of this Article Third. Any payment to be
made to the Common Stock Group(W) pursuant to the preceding sentence may, at the
discretion  of the Board of  Directors,  be reflected by an  allocation  or by a
direct transfer of cash or other property.

         (e) Exchange  Rate.  For purposes of this paragraph 4 of this Part C of
this Article Third,  the term "Exchange  Rate" shall mean the number of Exchange
Shares for which each share of Wireless Group Common Stock shall be exchangeable
pursuant to a Board  Required  Exchange or a Significant  Transaction  Exchange,
determined  as follows.  If the shares of Wireless  Group Common Stock are to be
exchanged for shares of Common Stock,  each share of Wireless Group Common Stock
shall be exchangeable  for such number of shares of Common Stock  (calculated to
the nearest 1/10,000),  subject to paragraph 5 below, equal to 110% of the ratio
of the Average Market Price Per Share of such Wireless Group Common Stock to the
Average  Market Price Per Share of Common  Stock.  For purposes of computing the
Exchange Rate, the "Average  Market Price Per Share" of Common Stock or Wireless
Group  Common  Stock,  as the case may be, shall mean (i) in the case of a Board
Required  Exchange,  the  average of the daily  Market  Value per share for such
Common Stock or Wireless Group Common Stock for the 40 consecutive  Trading Days
ending on the 15th  Trading Day prior to the date an Exchange  Notice is mailed,
or (ii) in the case of a Significant  Transaction  Exchange,  the average of the
daily  Market  Value per share for such Common  Stock or Wireless  Group  Common
Stock for the 10  consecutive  Trading  Days  beginning  on the 15th Trading Day
following consummation of the Significant Transaction. If the shares of Wireless
Group Common Stock are to be exchanged for shares of one or more Wireless  Group
Subsidiaries,  such shares of Wireless Group Common Stock shall be exchanged, on
a pro  rata  basis,  for an  aggregate  number  of  outstanding  fully  paid and
nonassessable  shares of common  stock of each such  Wireless  Group  Subsidiary
equal to the number of  outstanding  shares of common  stock of such  Subsidiary
held by the  corporation  multiplied by the Wireless Group  Allocation  Fraction
and, if the Board of  Directors  so  determines,  the  remaining  shares of such
Subsidiary  shall be distributed on a pro rata basis to the holders of shares of
Common Stock (or shares of Common Stock shall be  exchanged  for such  remaining
shares of such  Subsidiary);  provided that no such  distribution  (or mandatory
exchange) may occur unless the distribution (or mandatory  exchange) is tax free
to the holders of Common Stock (except with respect to any cash received by such
holders in lieu of  fractional  shares).  If at the time of such an exchange for
shares of one or more Wireless Group  Subsidiaries,  there are  outstanding  any
Convertible  Securities  convertible  into or exercisable for shares of Wireless
Group Common Stock that would become  exercisable or  convertible  for shares of
one or more Wireless Group  Subsidiaries  as a result of such exchange,  and the
obligation  to issue such  shares  under  such  options,  warrants,  convertible
securities or similar rights is not assumed or otherwise  provided for by one or
more Wireless Group Subsidiaries, then the shares of Wireless Group Common Stock
underlying such  Convertible  Securities will be taken into account for purposes
of determining the Exchange Rate for such exchange.
<PAGE>
         For purposes of this  Paragraph 4 of this Part C of this Article Third,
"substantially all of the properties and assets" of the Wireless Group as of any
date shall mean a portion of such properties and assets that represents at least
80% of the Fair Value of the  properties  and assets  attributed to the Wireless
Group as of such date.

5.  Certain Procedures Relating to Exchanges.

         (a) The Board of Directors may, in its sole discretion,  elect to issue
fractional  Exchange  Shares in  connection  with an  exchange or to make a cash
payment  in lieu of  fractional  shares,  as  described  below.  If the Board of
Directors  elects  not  to  issue  fractional  Exchange  Shares,  then  no  such
fractional  shares shall be issued in connection  with the exchange of shares of
Wireless  Group Common Stock into Exchange  Shares,  and, in lieu thereof,  each
holder of  Wireless  Group  Common  Stock who would  otherwise  be entitled to a
fractional  interest of an Exchange Share shall, upon surrender of such holder's
certificate or certificates  representing shares of Wireless Group Common Stock,
receive a cash payment (without  interest) (the  "Fractional  Payment") equal to
(i) in the case of an exchange for shares of Common Stock, the product resulting
from  multiplying  (A) the  fraction  of a share of Common  Stock to which  such
holder would  otherwise  have been entitled by (B) the Average  Market Price Per
Share of Common Stock on the Exchange  Date,  or (ii) in the case of an exchange
for  shares  of one or  more  Wireless  Group  Subsidiaries,  such  value  as is
determined by the Board of Directors.

         (b) No  adjustments  in  respect  of  dividends  shall be made upon the
exchange of any shares of Wireless Group Common Stock; provided,  however, that,
if the  Exchange  Date with  respect to  Wireless  Group  Common  Stock shall be
subsequent  to  the  record  date  for  the  payment  of  a  dividend  or  other
distribution  thereon  or with  respect  thereto  but  prior to the  payment  or
distribution  thereof,  the  registered  holders of such  shares at the close of
business on such record date shall be entitled to receive the  dividend or other
distribution payable on such shares on the date set for payment of such dividend
or other  distribution,  notwithstanding  the  exchange  of such  shares  or the
corporation's  default in payment of the  dividend or  distribution  due on such
date.

         (c) At such  time or times as the  corporation  exercises  its right to
cause a Board Required Exchange, and at the time of any Significant  Transaction
Exchange,  the corporation  shall give notice of such exchange to the holders of
Wireless  Group  Common Stock whose  shares are to be  exchanged,  by mailing by
first-class mail a notice of such exchange (an "Exchange  Notice"),  in the case
of an exchange at the discretion of the Board of Directors, not less than 30 nor
more than 60 days  prior to the date  fixed  for such  exchange  (the  "Exchange
Date"), and, in the case of any other required exchange,  as soon as practicable
before or after the Exchange  Date, in either case,  to their last  addresses as
they  appear upon the  corporation's  books.  Each such  Exchange  Notice  shall
specify the Exchange Date and the Exchange Rate applicable to such exchange, and
shall state that issuance of  certificates  representing  the applicable type of
Exchange  Shares to be received upon exchange of shares of Wireless Group Common
Stock  shall be upon  surrender  of  certificates  representing  such  shares of
Wireless Group Common Stock.

         (d) Before any holder of shares of Wireless Group Common Stock shall be
entitled to receive certificates  representing such Exchange Shares, such holder
must surrender,  at such office as the corporation  shall specify,  certificates
for such shares of Wireless Group Common Stock duly endorsed to the  corporation
or in blank or accompanied by proper  instruments of transfer to the Corporation
or  in  blank,  unless  the  corporation  shall  waive  such  requirement.   The
<PAGE>
corporation  shall, as soon as practicable  after such surrender of certificates
representing such shares of Wireless Group Common Stock,  issue and deliver,  at
the office of the transfer agent representing Exchange Shares, to the holder for
whose account such shares of Wireless Group Common Stock were so surrendered, or
to such holder's  nominee or nominees,  certificates  representing the number of
Exchange  Shares to which  such  holder  shall be  entitled,  together  with the
Fractional Payment, if any.

         (e) From and after any Exchange  Date, all rights of a holder of shares
of Wireless Group Common Stock shall cease except for the right,  upon surrender
of the certificates  representing such shares of Wireless Group Common Stock, to
receive  certificates  representing  Exchange  Shares together with a Fractional
Payment, if any, as described in paragraphs 5(a) and 5(d) of this Part C of this
Article  Third and rights to dividends  as  described in paragraph  5(b) of this
Part C of this Article Third. No holder of a certificate that immediately  prior
to the  applicable  Exchange Date  represented  shares of Wireless  Group Common
Stock  shall be entitled to receive  any  dividend  or other  distribution  with
respect to Exchange  Shares until  surrender of such holder's  certificate for a
certificate or certificates  representing  Exchange Shares. Upon surrender,  the
holder shall receive the amount of any dividends or other distributions (without
interest)  that were  payable  with  respect to a record date after the Exchange
Date,  but that were not paid by reason of the  foregoing  with  respect  to the
number of Exchange Shares represented by the certificate or certificates  issued
upon such  surrender.  From and after an Exchange  Date  applicable  to Wireless
Group  Common  Stock,  the  corporation  shall,  however,  be  entitled to treat
certificates  for Wireless Group Common Stock that have not yet been surrendered
for exchange as evidencing  the  ownership of the number of Exchange  Shares for
which the shares of Wireless Group Common Stock represented by such certificates
have been exchanged, notwithstanding the failure to surrender such certificates.

         (f) If any  certificate  for Exchange  Shares is to be issued in a name
other than that in which the certificate  representing  shares of Wireless Group
Common  Stock  surrendered  in exchange  therefor is  registered,  it shall be a
condition of such  issuance  that the person  requesting  the issuance  pays any
transfer or other taxes required by reason of the issuance of  certificates  for
such  Exchange  Shares in a name  other  than that of the  record  holder of the
certificate surrendered,  or establishes, to the satisfaction of the corporation
or its  agent,  that  such  tax has  been  paid or is not  applicable.  Under no
circumstances  shall the corporation be liable to a holder of shares of Wireless
Group Common Stock for any Exchange Shares or dividends or distributions thereon
delivered to a public official  pursuant to any applicable  abandoned  property,
escheat or similar law.

         (g) At the time an Exchange  Notice is  delivered  with  respect to any
shares of Wireless  Group Common Stock,  or at the time of the Exchange Date, if
earlier, the corporation shall have reserved and kept available,  solely for the
purpose of issuance upon exchange of the  outstanding  shares of Wireless  Group
Common  Stock,  such  number of Exchange  Shares as shall be  issuable  upon the
exchange of the number of shares of Wireless Group Common Stock  specified or to
be specified in the applicable  Exchange  Notice,  provided that the corporation
shall not under any circumstances be precluded from satisfying its obligation in
respect of the exchange of the outstanding shares of Wireless Group Common Stock
by delivery of  purchased  Exchange  Shares that are held in the treasury of the
corporation.

6.  Liquidation.

         In  the  event  of a  liquidation,  dissolution  or  winding  up of the
corporation,  whether  voluntary or involuntary,  after payment or provision for
payment of the debts and other liabilities of the corporation and subject to the
prior payment in full of the  preferential  amounts to which any class or series
<PAGE>
of Preferred Stock is entitled, (a) as provided in paragraph 6 of Part B of this
Article  Third,  the holders of the shares of Class A Liberty Media Group Common
Stock and the holders of the shares of Class B Liberty  Media Group Common Stock
shall share equally, on a share for share basis, in a percentage of the funds of
the corporation  remaining for distribution to its common  shareholders equal to
100%  multiplied by the average daily ratio  (expressed as a decimal) of Y/Z for
the  20-Trading  Day period  ending on the  Trading Day prior to the date of the
public  announcement  of such  liquidation,  dissolution  or winding up, (b) the
holders  of the  shares  of  Common  Stock  shall  share in the  aggregate  in a
percentage of the funds of the  corporation  remaining for  distribution  to its
common  shareholders  equal  to  100%  multiplied  by the  average  daily  ratio
(expressed as a decimal) of X/Z for such 20-Trading Day period,  (c) the holders
of the shares of Wireless  Group Common Stock shall share in the  aggregate in a
percentage of the funds of the  corporation  remaining for  distribution  to its
common  shareholders  equal  to  100%  multiplied  by the  average  daily  ratio
(expressed  as a decimal)  of W/Z for such  20-Trading  Day  period,  and (d) if
applicable, the holders of the shares of any other class of common shares of the
corporation  (other than Common  Stock,  Wireless  Group Common Stock or Liberty
Media  Group  Common  Stock),  on  the  basis  that  may be set  forth  in  this
Certificate  with respect to any such shares,  shall share in the aggregate in a
percentage of the funds of the  corporation  remaining for  distribution  to its
common  shareholders  equal  to  100%  multiplied  by the  average  daily  ratio
(expressed as a decimal) of V/Z for such  20-Trading Day period,  where Y is the
aggregate Market  Capitalization of the Class A Liberty Media Group Common Stock
and the Class B Liberty  Media Group Common  Stock,  X is the  aggregate  Market
Capitalization of the Common Stock, W is the aggregate Market  Capitalization of
the Wireless Group Common Stock, V is the aggregate  Market  Capitalization,  if
applicable,  of any other  class of common  shares  (other  than  Common  Stock,
Liberty Media Group Common Stock and Wireless Group Common Stock),  and Z is the
aggregate  Market  Capitalization  of (i) the Class A Liberty Media Group Common
Stock and the Class B Liberty Media Group Common  Stock,  (ii) the Common Stock,
(iii) the Wireless  Group Common Stock and (iv) any other class of common shares
of the  corporation  (other than Common Stock,  Liberty Media Group Common Stock
and Wireless Group Common  Stock).  Neither the  consolidation  or merger of the
corporation  with or into any other  corporation or  corporations  nor the sale,
transfer or lease of all or  substantially  all of the assets of the corporation
shall  itself be deemed to be a  liquidation,  dissolution  or winding up of the
corporation  within  the  meaning  of this  paragraph  6 of this  Part C of this
Article  Third.  Notwithstanding  the  foregoing,  any  transaction or series of
related  transactions that results in all of the assets and liabilities included
in the Wireless Group being held by one or more Wireless Group Subsidiaries, and
the  distribution  of  some  or  all  of  the  shares  of  such  Wireless  Group
Subsidiaries (and no other material assets or liabilities) to the holders of the
outstanding  Wireless  Group  Common  Stock shall not  constitute a voluntary or
involuntary  liquidation,  dissolution  or  winding  up of the  corporation  for
purposes of this paragraph 6 of this Part C of this Article Third,  but shall be
subject to paragraph 4 of this Part C of this Article Third. Notwithstanding the
foregoing, any transaction or series of related transactions that results in all
of the assets and liabilities  included in the Liberty Media Group being held by
one or more Liberty Media Group  Subsidiaries  (as defined in paragraph  5(a) of
Part B of this Article Third),  and the distribution of such Liberty Media Group
Subsidiaries (and no other material assets or liabilities) to the holders of the
outstanding Liberty Media Group Common Stock shall not constitute a voluntary or
involuntary  liquidation,  dissolution  or  winding  up of the  corporation  for
purposes of this paragraph 6 of this Part C of this Article Third,  but shall be
subject to paragraph 5(a) of Part B of this Article Third.

7.  Determinations by the Board of Directors.

         Any  determinations  made by the Board of Directors under any provision
of  this  Part C of this  Article  Third  shall  be  final  and  binding  on all
shareholders of the corporation, except as may otherwise be required by law. The
<PAGE>
corporation  shall  prepare a  statement  of any  determination  by the Board of
Directors,  respecting  the fair  market  value  of any  properties,  assets  or
securities, and shall file such statement with the Secretary of the corporation.

8.  Adjustment of the Wireless Group Allocation Fraction.

         (a) The denominator of the Wireless Group Allocation  Fraction shall be
adjusted from time to time as deemed  appropriate  by the Board of Directors (i)
to reflect  subdivisions  (by stock split or  otherwise)  and  combinations  (by
reverse  stock split or  otherwise)  of Wireless  Group  Common  Stock and stock
dividends  payable in shares of Wireless Group Common Stock, (ii) to reflect the
fair market value of  contributions or allocations by the corporation of cash or
property or other assets or  liabilities  from the Common Stock  Group(W) to the
Wireless  Group  (or vice  versa),  or of cash or  property  or other  assets or
liabilities of the Common Stock Group(W) to, or for the benefit of, employees of
the Wireless Group in connection with employee  benefit plans or arrangements of
the corporation or any of its subsidiaries (or vice versa), (iii) to reflect the
number of shares of capital stock of the corporation  contributed to, or for the
benefit of,  employees of the Wireless Group in connection with benefit plans or
arrangements  of the  corporation  or any of its  Subsidiaries,  (iv) to reflect
repurchases by the  corporation of shares of Wireless Group Common Stock for the
account of the Wireless Group, (v) to reflect issuances of Wireless Group Common
Stock for the account of the Wireless Group,  (vi) to reflect dividends or other
distributions  to holders of the  Wireless  Group  Common Stock to the extent no
payment  is made to the  Common  Stock  Group(W),  and (vii)  under  such  other
circumstances  as the Board of Directors  determines  appropriate to reflect the
economic  substance of any other event or  circumstance,  provided that, in each
case,  the  adjustment  shall be made in a manner that is fair and  equitable to
holders of Common Stock and Wireless Group Common Stock (and intended to reflect
the relative deemed  economic  ownership  interest,  if any, of the Common Stock
Group(W) in the Wireless  Group).  Any adjustment made by the Board of Directors
pursuant to the preceding  sentence shall,  subject to the foregoing,  be at the
sole discretion of the Board of Directors,  and all such determinations shall be
final and binding on all shareholders of the  corporation.  For purposes of this
paragraph 8 of this Part C of this Article Third, the consideration  paid by the
Common Stock  Group(W) to acquire any assets or other property or contributed or
allocated to the Wireless  Group shall be presumed to be the "fair market value"
as of its acquisition.

         (b) Without duplication of any adjustment pursuant to paragraph 8(a) of
this Part C of this Article Third, in the event that the corporation shall issue
shares of Wireless  Group Common  Stock for the account of the  Wireless  Group,
then  the  denominator  of the  Wireless  Group  Allocation  Fraction  shall  be
increased by the number of shares of Wireless Group Common Stock so issued.

         (c) Without duplication of any adjustment pursuant to paragraph 8(a) of
this Part C of this Article  Third,  if, in connection  with any share  issuance
described in paragraph 8(b) of this Part C of this Article Third,  or otherwise,
the  corporation  contributes or allocates cash or other property or assets from
the Common Stock Group(W) to the Wireless Group, the denominator of the Wireless
Group Allocation Fraction shall be increased (or further increased) by an amount
obtained by dividing (i) the fair market value of such cash,  property or assets
(as  determined by the Board of  Directors)  by (ii) the net per share  offering
price of the Wireless Group Common Stock.

9.  Certain Definitions.

         Unless  the  context  otherwise  requires,  the terms  defined  in this
paragraph 9 of this Part C of this Article Third shall have, for all purposes of
this Part C of this Article Third, the meanings herein specified:
<PAGE>
         "Common Stock Group(W)" shall mean, as of any date, the interest of the
corporation  in all of the  businesses in which the  corporation  is or has been
engaged,  directly or indirectly  (either  itself or through  direct or indirect
subsidiaries,  affiliates,  joint ventures or other  investments or any of their
predecessors  or successors),  and the respective  assets and liabilities of the
corporation therein,  other than (a) the Wireless Group Allocated Portion of the
Wireless  Group,  and (b) any  businesses,  assets or liabilities of the Liberty
Media Group.

         "Convertible  Securities"  shall mean any securities of the corporation
(other  than  Liberty  Media  Group  Common  Stock)  or  any  Subsidiary  of the
corporation that are convertible into, exchangeable for or evidence the right to
purchase any shares of Common Stock, Wireless Group Common Stock or of any class
of Liberty  Media Group  Common  Stock,  whether  upon  conversion,  exercise or
exchange,  or  pursuant  to  anti-dilution  provisions  of  such  securities  or
otherwise.

         "Disposition"  shall  mean  the  sale,  transfer,  assignment  or other
disposition (whether by merger, consolidation, sale or contribution of assets or
stock,  or  otherwise)  by the  corporation  (or its  successors)  or any of its
Subsidiaries  or properties or assets.  Disposition  shall not include a merger,
consolidation,  exchange  of shares or other  business  combination  transaction
involving  the   corporation  in  which  the  corporation  (or  its  successors)
continues,  immediately following such transaction, to hold the same, direct and
indirect,  interest  in the  business,  assets and  liabilities  comprising  the
Wireless Group that it held immediately prior to such transaction (other than as
a result of any action by any Person included in the Wireless Group).

         "Fair  Value"  shall  mean,  in the case of equity  securities  or debt
securities of a class that has previously  been publicly  traded for a period of
at least three months,  the Market Value  thereof (if such Market  Value,  as so
defined,  can be  determined)  or,  in the case of an  equity  security  or debt
security that has not been publicly  traded for at least such period,  means the
fair  value per share of stock or per other unit of such  other  security,  on a
fully distributed basis, as determined by an independent investment banking firm
experienced  in the valuation of securities  selected in good faith by the Board
of  Directors;  provided,  however,  that,  in the case of  property  other than
securities,  the "Fair Value"  thereof  shall be determined in good faith by the
Board of  Directors  based upon such  appraisals  or  valuation  reports of such
independent  experts as the Board of Directors  shall in good faith determine to
be appropriate in accordance with good business practice. Any such determination
of Fair Value shall be  described  in a statement  filed with the records of the
actions of the Board of Directors.

         "Group" shall mean the Common Stock  Group(W),  the Liberty Media Group
or the Wireless Group.

         "Initial  Issuance  Date" shall mean the date of first  issuance of any
shares of Wireless Group Common Stock.

         "Market  Capitalization" of any class or series of capital stock of the
corporation on any Trading Day shall mean the product of (a) the Market Value of
one  share of such  class or series on such  Trading  Day and (b) the  number of
shares of such class or series outstanding on such Trading Day.

         "Market  Value"  of  any  class  or  series  of  capital  stock  of the
corporation on any day shall mean the average of the high and low reported sales
prices  regular  way of a share of such class or series on such day (if such day
is a Trading  Day,  and,  if such day is not a Trading  Day,  on the Trading Day
<PAGE>
immediately  preceding  such day), or, in case no such reported sale takes place
on such Trading  Day,  the average of the reported  closing bid and asked prices
regular  way of a share of such class or series on such  Trading  Day, in either
case,  on the New York Stock  Exchange or, if the shares of such class or series
are not quoted on the New York Stock Exchange on such Trading Day, on the Nasdaq
National Market, or, if the shares of such class or series are not quoted on the
Nasdaq  National  Market on such Trading Day, the average of the closing bid and
asked prices of a share of such class or series in the  over-the-counter  market
on such  Trading Day as  furnished  by any New York Stock  Exchange  member firm
selected from time to time by the corporation, or, if such closing bid and asked
prices are not made available by any such New York Stock Exchange member firm on
such Trading Day (including, without limitation, because such securities are not
publicly  held),  the  market  value  of a share  of such  class  or  series  as
determined by the Board of Directors; provided that, for purposes of determining
the ratios set forth in  paragraph 6 of this Part C of this Article  Third,  (a)
the "Market Value" of any share of Common Stock,  Wireless Group Common Stock or
of any class of Liberty  Media Group  Common  Stock on any day prior to the "ex"
date or any similar  date for any  dividend or  distribution  paid or to be paid
with  respect to Common  Stock,  Wireless  Group  Common  Stock or such class of
Liberty Media Group Common Stock,  as  applicable,  shall be reduced by the fair
market  value of the per  share  amount  of such  dividend  or  distribution  as
determined by the Board of Directors, and (b) the "Market Value" of any share of
Common  Stock,  any  share of  Wireless  Group  Common  Stock or of any class of
Liberty Media Group Common Stock on any day prior to (i) the  effective  date of
any  subdivision  (by stock split or otherwise) or combination (by reverse stock
split or otherwise) of outstanding shares of Common Stock, Wireless Group Common
Stock or of such class of Liberty Media Group Common Stock,  as  applicable,  or
(ii) the "ex" date or any similar  date for any  dividend or  distribution  with
respect to the Common  Stock,  Wireless  Group Common Stock or any such class of
Liberty  Media Group  Common  Stock in shares of Common  Stock,  Wireless  Group
Common Stock or such class of Liberty Media Group Common Stock,  as  applicable,
shall be  appropriately  adjusted  to  reflect  such  subdivision,  combination,
dividend or distribution.

         "Person" shall mean any individual,  corporation,  partnership, limited
liability  company,  joint venture,  association,  joint stock  company,  trust,
unincorporated  organization,  government  or  agency or  political  subdivision
thereof,  or other entity,  whether acting in an individual,  fiduciary or other
capacity.

         "Qualifying  Subsidiary"  of a Person shall mean a  Subsidiary  of such
Person in which such  Person's  ownership  and voting  interest is sufficient to
satisfy the ownership and voting  requirements  of the Internal  Revenue Code of
1986, as amended,  and the  regulations  thereunder,  for a distribution of such
Person's  interest in such  Subsidiary  to the holders of Wireless  Group Common
Stock and, in the event that the Wireless Group Allocation Fraction is less than
one, the holders of Common Stock (or any such securities into which the Wireless
Group Common Stock or the Common Stock may have been converted,  reclassified or
changed  or for which they may have been  exchanged),  as the case may be, to be
tax free to such holders.

         "Subsidiary"  shall mean, with respect to any Person,  any corporation,
limited liability company or partnership 50% or more of whose outstanding voting
securities  or  membership or  partnership  interests,  as the case may be, are,
directly or indirectly, owned by such Person.

         "Trading  Day" shall mean each weekday  other than any day on which any
relevant  class or series of capital stock of the  corporation  is not available
for trading on the New York Stock Exchange or the Nasdaq  National  Market or in
the over-the-counter market.
<PAGE>
         "Tax Event" shall mean receipt by the  corporation of an opinion of tax
counsel of the  corporation's  choice,  to the effect  that,  as a result of any
amendment to,  clarification of, or change (including a prospective  change) in,
the laws (or any interpretation or application of the laws) of the United States
or any political  subdivision or taxing authority thereof or therein  (including
enactment of any  legislation  and the publication of any judicial or regulatory
decision,  determination or  pronouncement)  which  amendment,  clarification or
change is effective,  announced, released, promulgated or issued on or after the
date of initial  issuance of the Wireless  Group  Common  Stock,  regardless  of
whether such  amendment,  clarification  or change is issued to or in connection
with a proceeding  involving the  corporation,  the Common Stock Group(W) or the
Wireless  Group and  whether or not  subject  to  appeal,  there is more than an
insubstantial risk that:

                 (i) for tax  purposes,  any  issuance of Wireless  Group Common
          Stock would be treated as a sale or other taxable  disposition  by the
          corporation  or  any  of  its  Subsidiaries  of  any  of  the  assets,
          operations or relevant subsidiaries to which the Wireless Group Common
          Stock relates,

                 (ii) the  existence  of the  Wireless  Group Common Stock would
          subject the  corporation,  its  Subsidiaries or affiliates,  or any of
          their  respective  successors or shareholders to the imposition of tax
          or to other adverse tax consequences, or

                 (iii) for tax purposes,  either Common Stock or Wireless  Group
          Common Stock is not or, at any time in the future, will not be treated
          solely as common stock of the corporation.

         "Wireless Group" shall mean, as of any date that any shares of Wireless
Group  Common  Stock have been issued and  continue to be  outstanding,  without
duplication,  the direct or indirect interest of the corporation  (either itself
or through direct or indirect subsidiaries,  affiliates, joint ventures or other
investments,  or any of  their  predecessors  or  successors)  (a) in all of the
businesses,  assets and liabilities reflected in the financial statements of the
Wireless  Group dated  September 30, 1999,  publicly  filed by the  corporation,
including any successor to the Wireless Group by merger,  consolidation  or sale
of all or  substantially  all of its assets (whether or not in connection with a
Wireless  Group  Related  Business  Transaction),   (b)  the  other  assets  and
liabilities  (contingent or otherwise) of the corporation  and its  Subsidiaries
primarily related to the businesses,  assets and liabilities described in clause
(a) and all net  income and net losses  arising  in respect  thereof  after such
date, (c) all assets,  liabilities and businesses acquired by the Wireless Group
or acquired by the corporation or any of its Subsidiaries for the account of, or
contributed,   allocated  or  otherwise   transferred  to,  the  Wireless  Group
(including  the net proceeds of any new issuance for the account of the Wireless
Group  of  any  new  shares  of  Wireless  Group  Common  Stock  or  Convertible
Securities),  in each case,  after the date of such financial  statements and as
determined  by the Board of  Directors  in  accordance  with the  provisions  of
paragraph 8 of this Part C of this  Article  Third,  and (d) the proceeds of any
Disposition of any of the foregoing;  provided, however, that the Wireless Group
shall not include (a) any assets,  liabilities  or businesses  disposed of after
the  date  of  such  financial  statements  or (b) any  assets,  liabilities  or
businesses  allocated to the Common Stock  Group(W) or otherwise  distributed or
otherwise  transferred  from the  Wireless  Group,  whether to the Common  Stock
Group(W),  to holders of shares of Wireless Group Common Stock or otherwise,  in
each case after the date of such  financial  statements and as determined by the
Board of Directors in accordance with the provisions of paragraph 9 of this Part
C of this  Article  Third.  The Wireless  Group shall not include any  business,
assets or liabilities of the Liberty Media Group.
<PAGE>
         "Wireless  Group  Allocated  Portion"  shall mean,  with respect to the
Wireless Group as a whole, or any dividend, distribution, payment, consideration
or other amount or  allocation  requiring  apportionment  between the holders of
Wireless Group Common Stock (other than the corporation  and its  Subsidiaries),
on the one  hand,  and  the  Common  Stock  Group(W),  on the  other  hand,  the
following:  (a) in the case of the Wireless Group as a whole,  the proportion of
such Group represented by the Wireless Group Allocation Fraction, and (b) in the
case of any other  amount  or  allocation,  the  product  of (i) such  amount or
allocation and (ii) the Wireless Group Allocation Fraction.

         "Wireless  Group  Allocation  Fraction"  shall mean,  as of any date of
determination,  a fraction, the numerator of which shall be the number of shares
of Wireless Group Common Stock  outstanding on such date and the  denominator of
which shall be a number initially  determined by the Board of Directors,  in its
sole discretion,  prior to the Initial Issuance Date, subject to adjustment from
time to time as described  in paragraph 9 of this Part C of this Article  Third,
provided  that such  fraction  shall in no event be  greater  than  one.  If the
holders  of any  securities  of the  corporation  or any other  Person  that are
convertible  into or  exercisable or  exchangeable  for shares of Wireless Group
Common Stock are entitled to participate  in any dividend or other  distribution
with respect to the Wireless  Group Common  Stock,  such shares so issuable upon
such conversion, exercise or exchange shall be taken into account in calculating
the Wireless  Group  Allocation  Fraction  and any amount  payable to the Common
Stock  Group(W)  in such  manner  as the  Board of  Directors  determines  to be
appropriate.

         "Wireless Group Available  Dividend Amount" shall mean, as of any date,
the Wireless  Group  Allocated  Portion of the excess of (a) the amount by which
the total  assets of the  Wireless  Group  exceed the total  liabilities  of the
Wireless  Group as of such  date  over  (b) the sum of (i) the par  value of all
issued  shares  of  Wireless  Group  Common  Stock  and each  class or series of
Preferred  Stock  attributed  to the  Wireless  Group,  (ii) the  amount  of the
consideration  received  for any shares of  Preferred  Stock  attributed  to the
Wireless Group without par value that have been issued,  except such part of the
consideration  therefor  as may  have  been  allocated  to  surplus  in a manner
permitted by law, and (iii) any amount not included in  subclauses  (i) and (ii)
above that the corporation (by appropriate action of the Board of Directors) has
transferred to stated capital  specifically  in respect of Wireless Group Common
Stock,  minus (c) all  reductions  from such sums set forth in clauses (i), (ii)
and (iii) above as have been  effected in a manner  permitted by law;  provided,
however,  that, in the event that the law governing the corporation changes from
that governing the corporation on the date the adoption of the Amendment to this
Certificate  pursuant to which the Wireless  Group  Common Stock was  authorized
(whether  because of amendment of the  applicable  law or because of a change in
the  jurisdiction  of  incorporation  of  the  corporation   through  merger  or
otherwise),  the Wireless Group Available  Dividend Amount shall mean the amount
of dividends,  as determined by the Board of Directors,  that could be paid by a
corporation   (governed  under  such  applicable  law)  having  the  assets  and
liabilities of the Wireless  Group,  an amount of outstanding  common stock (and
having an aggregate par value) equal to the amount (and  aggregate par value) of
the  outstanding  Wireless  Group  Common  Stock and of each  class or series of
Preferred  Stock  attributed  to the  Wireless  Group  and  having  an amount of
earnings or loss or other relevant corporate attributes as reasonably determined
by the Board of Directors in light of all factors  deemed  relevant by the Board
of Directors.

         "Wireless  Group Net Proceeds" shall mean, as of any date, with respect
to any Disposition of any of the properties and assets of the Wireless Group, an
amount,  if any,  equal to the  Wireless  Group  Allocated  Portion of the gross
<PAGE>
proceeds of such Disposition after any payment of, or reasonable  provision for,
(a) any taxes payable by the corporation or any other member of the Common Stock
Group in respect of such Disposition or in respect of any mandatory  dividend or
redemption  resulting from such Disposition (or that would have been payable but
for the utilization of tax benefits attributable to the Common Stock Group(W) or
the Liberty Media Group),  (b) any  transaction  costs borne by the Common Stock
Group(W) in connection with such Disposition, including, without limitation, any
legal,  investment  banking and accounting fees and expenses borne by the Common
Stock Group(W) in connection  with such  Disposition,  (c) any  liabilities  and
other  obligations  (contingent or otherwise) of the Wireless Group borne by the
Common Stock Group(W) in connection with such  Disposition,  including,  without
limitation,  any indemnity or guarantee obligations incurred by the Common Stock
Group(W) in connection with the  Disposition or any  liabilities  assumed by the
Common  Stock  Group(W)  for  future  purchase  price  adjustments,  and (d) any
preferential amounts,  accumulated and unpaid dividends and other obligations in
respect of Preferred  Stock  attributed to the Wireless Group. To the extent the
proceeds of any Disposition  include any securities or other property other than
cash,  the Board of Directors  shall  determine the value of such  securities or
property;  provided that the value of any marketable securities included in such
proceeds  shall be the average of the daily Market Value of such  securities for
the 10  consecutive  Trading Days  beginning  on the 15th Trading Day  following
consummation of the Disposition.

         "Wireless   Group  Related   Business   Transaction"   shall  mean  any
Disposition of all or substantially  all the properties and assets attributed to
the  Wireless  Group in a  transaction  or series of related  transactions  that
results  in the  corporation  or one or more of its  Subsidiaries  receiving  in
consideration  of  such  properties  and  assets  primarily  equity   securities
(including,  without limitation, capital stock, debt securities convertible into
or  exchangeable  for equity  securities  or  interests  in a general or limited
partnership or limited liability company,  without regard to the voting power or
other management or governance rights  associated  therewith) of any entity that
(a) acquires such  properties  or assets or succeeds (by merger,  formation of a
joint venture or otherwise) to the business  conducted  with such  properties or
assets  or  controls  such  acquiror  or  successor,  and (b) which the Board of
Directors determines is primarily engaged or proposes to engage primarily in one
or more businesses  similar or complementary to the businesses  conducted by the
Wireless Group prior to such Disposition.

                  FOURTH:   (a)  The   Certificate  of   Incorporation   of  the
         corporation  is hereby  amended  to modify the  purposes  for which the
         corporation is formed.

                  (b) To effect the foregoing,  Article SECOND is hereby amended
         to read in its entirety as set forth below:

                  SECOND:  The purposes for which the  corporation is formed are
         to engage in any lawful act or activity for which  corporations  may be
         organized under the Business  Corporation Law of the State of New York,
         provided  that the  corporation  is not  formed to engage in any act or
         activity  which  requires the consent or approval of any New York state
         official, department, board, agency or other body, without such consent
         or approval first being obtained.

                  FIFTH:  The manner in which the  foregoing  amendment  of said
         Certificate of  Incorporation  of the corporation was authorized was by
         the vote of the holders of a majority of all outstanding  shares of the
         corporation  entitled  to vote  thereon at a meeting  of  shareholders,
         subsequent to the unanimous vote of our board of directors.
<PAGE>
         IN WITNESS WHEREOF,  we have subscribed this document on March 31, 2000
and do hereby  affirm,  under the  penalties  of  perjury,  that the  statements
contained herein have been examined by us and are true and correct.

                            By /s/     Marilyn J. Wasser
                               ------------------------------------
                               Name:   Marilyn J. Wasser
                               Title:  Vice President

                            By /s/     Robert S. Feit
                               ------------------------------------
                               Name:   Robert S. Feit
                               Title:  Assistant Secretary

<PAGE>

                            CERTIFICATE OF AMENDMENT
                       OF THE CERTIFICATE OF INCORPORATION
                                  OF AT&T CORP.
                            UNDER SECTION 805 OF THE
                            BUSINESS CORPORATION LAW

         We, the  undersigned,  being a Vice President and Assistant  Secretary,
respectively, of AT&T Corp., do hereby certify as follows:

         1. The name of the  corporation  is AT&T Corp. The name under which the
Corporation was formed is American Telephone and Telegraph Company.

         2. The Certificate of Incorporation of the corporation was filed in the
office of the Secretary of State of the State of New York on March 3, 1885.

         3. Said  Certificate  of  Incorporation  is  amended  to  increase  the
authorized  number of  common  shares of the  capital  stock of the  corporation
having a par value of $1 from 14,750,000,000 shares to 16,400,000,000 shares, by
increasing  the Class A Liberty  Media Group Common Stock (as defined  below) by
1,500,000,000  and by  increasing  the Class B Liberty  Media  Common  Stock (as
defined below) by 150,000,000.

         4. To effect the  foregoing,  the first  paragraph of Article  THIRD of
said Certificate of Incorporation, relating to the aggregate number of shares of
the corporation is authorized to issue,  the par value thereof,  and the classes
into which the shares are divided is hereby  stricken out in its  entirety,  and
the  following  new first  paragraph  of Article  THIRD is  substituted  in lieu
thereof:

                  "The  aggregate  number of shares  which  the  corporation  is
         authorized  to issue is sixteen  billion five hundred  (16,500,000,000)
         shares,  consisting  of one  hundred  million  (100,000,000)  preferred
         shared  having a par value of $1.00 per share  ("Preferred  Stock") and
         sixteen billion four hundred million (16,400,000,000) common shares, of
         which six billion  (6,000,000,000)  common shares shall be Common Stock
         having a par value of $1.00 per share  ("Common  Stock"),  four billion
         (4,000,000,000)  common  shares  shall be Class A Liberty  Media  Group
         Common  Stock  having a par value of $1.00 per share  ("Class A Liberty
         Media Group Common Stock"),  four hundred million  (400,000,000) common
         shares  shall be Class B Liberty  Media Group Common Stock having a par
         value of $1.00 per share ("Class B Liberty Media Group Common  Stock"),
         and six billion  (6,000,000,000)  common shares shall be Wireless Group
         Common  Stock  having a par value of $1.00 per share  ("Wireless  Group
         Common Stock").  The Class A Liberty Media Group Common Stock and Class
         B Liberty Media Group Common Stock are collectively  referred to herein
         as the "Liberty Media Group Common Stock".

         5. The manner in which the foregoing  amendment of said  Certificate of
Incorporation  was  authorized  was by vote of the  holders of a majority of all
outstanding  shares of the corporation  entitled to vote thereon at a meeting of
shareholders, subsequent to the unanimous vote of the Board of Directors.

<PAGE>

         IN WITNESS  WHEREOF,  we have signed this  Certificate  of Amendment of
said  Certificate of  Incorporation  of AT&T Corp. this 30th of May, 2000 and we
affirm the statements contained herein as true under penalties of perjury.

                                       /s/     Marilyn J. Wasser
                                       ---------------------------------
                                               Marilyn J. Wasser
                                               Vice President and Secretary

                                       /s/     Robert A. Feit
                                       ---------------------------------
                                               Robert A. Feit
                                               Assistant Secretary