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                       CERTIFICATE OF OWNERSHIP AND MERGER
                                     MERGING
                                  ARP 113, INC.
                            (a Delaware corporation)

                                      INTO

               AMERICAN TELEVISION AND COMMUNICATIONS CORPORATION
                            (a Delaware corporation)
                         Pursuant to Section 253 of the
                General Corporation Law of the State of Delaware

                            -------------------------

        American Television and Communications Corporation, a corporation
organized and existing under the laws of the State of Delaware (the
"Corporation"), does hereby certify:

        FIRST: That the Corporation is a corporation duly organized and existing
pursuant to the provisions of the General Corporation Law of the State of
Delaware (the "DGCL");

        SECOND: That the Corporation lawfully owns all of the outstanding shares
of each authorized class of capital stock of ARP 113, Inc., a Delaware
corporation (the "Subsidiary");

        THIRD: That by resolutions of its Board of Directors duly adopted by
unanimous written consent on August 28, 1997, the Corporation approved the
merger of the Subsidiary with and into itself in accordance with Section 253 of
the DGCL, and that said resolutions read exactly as set forth in Exhibit A to
this Certificate; and

        FOURTH: That the merger shall be effective at 9:00 a.m. on August 29,
1997.





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        IN WITNESS WHEREOF, American Television and Communications Corporation
has caused this Certificate of Ownership and Merger to be executed and
acknowledged in accordance with Section 103 of the DGCL on this 28th day of
August, 1997.



                                   AMERICAN TELEVISION AND
                                   COMMUNICATIONS CORPORATION

                                   By: GAIL L. ALLAMAN
                                      ---------------------------------
                                       Gail L. Allaman
                                       Vice President

                                       2




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                                                                       EXHIBIT A


        RESOLVED, that ARP 113 INC., a Delaware corporation ("113"), all of the
outstanding capital stock of which is owned by the Company, be merged with and
into the Company, which shall be the surviving corporation, pursuant to Section
253 of the DGCL, and that upon such merger becoming effective the Company assume
all of the liabilities and obligations of 113;

        RESOLVED, that the president or any vice president and the secretary or
any assistant secretary of the Company be, and each of them hereby is, directed
to prepare and execute, under the seal of the Company, a Certificate of
Ownership and Merger, which shall set forth a copy of these resolutions, to
merge 113 with and into the Company, and to file the same in the office of the
Secretary of State of the State of Delaware;

        RESOLVED, that as a result of and in connection with the merger
contemplated by these resolutions, 113 shall be completely liquidated in
compliance with Section 332 of the Internal Revenue Code of 1986, as amended
("Section 332"), and such liquidation shall be effected at such time as is
specified as the effective time of the merger in the Certificate of Ownership
and Merger that shall be filed with the Secretary of State of the State of
Delaware;

        RESOLVED, that the foregoing resolutions relating to the effectuation of
the merger of 113 with and into the Company shall be deemed, with respect to
113, to constitute a plan of liquidation satisfying the requirements of Section
332;

        RESOLVED, that the merger shall not become effective until, and shall
become effective upon, the filing of the Certificate of Ownership and Merger
with the Secretary of State and the State of Delaware or at such later time or
date as may be set forth in said Certificate of Ownership and Merger;

        RESOLVED, that the foregoing resolutions may be amended or terminated by
this Board of Directors at any time prior to the filing of any or all
Certificates of Ownership and Merger with the Secretary of State of the State of
Delaware; and

        RESOLVED, that the officers of the Company be, and each of them hereby
is, authorized to take all such actions and to execute and deliver all such
agreements, instruments and documents and to cause all such entities to be
organized or to be dissolved, liquidated or merged as they or any of them shall
deem necessary or appropriate to accomplish the purposes of the foregoing
resolutions; and that the execution and delivery of such agreements, instruments
and documents, the organization, dissolution, liquidation or merger of such
entities and the doing or performing of any such actions, shall be conclusive
evidence that the same is authorized hereby.