BY-LAWS
                                  AS AMENDED BY
                      BOARD OF DIRECTORS, JANUARY 25, 2001

                                   ARTICLE I.
                             MEETING OF SHAREHOLDERS

         Section 1. The annual meeting of the  shareholders of the company shall
be held on such  date,  at such  time  and at  such  place  as may be  fixed  by
resolution of the Board of Directors.

         A notice of the annual  meeting as approved  by the Board of  Directors
shall be mailed not less than ten nor more than sixty days  before the  meeting,
directed to each shareholder  entitled to vote at said meeting at his address as
it  appears on the  record of  shareholders  unless he shall have filed with the
Secretary a written  request  that  notices  intended  for him be mailed to some
other address, in which case it shall be directed to him at such other address.

         Section 2. The Board of Directors may fix, in advance,  a date not more
than  sixty  nor less  than  ten days  before  the  date of any  meeting  of the
shareholders as the record date for  determination  of shareholders  entitled to
notice of or to vote at such meeting,  and only  shareholders  of record on such
date shall be entitled to notice of or to vote at such meeting.

         Section 3.  Subject to the rights of the holders of any series of stock
having a  preference  over the  common  stock  and  except as may  otherwise  be
required by law,  special meetings of the shareholders may be called at any time
only by the Chairman of the Board or the Board of  Directors.  The meeting shall
be held at  such  place  within  or  without  the  State  of New  York as may be
designated in the notice of the meeting.

         A notice of not less than ten nor more than  sixty  days shall be given
by mail for each  special  meeting,  in the  manner  provided  for notice of the
annual  meeting.  Such notice  shall state the purpose or purposes for which the
meeting  is called  and the time  when and the place  where it is to be held and
shall  indicate  that the notice is being  issued by or at the  direction of the
person or persons calling the meeting.

         Section  4.  Failure  to  receive  notice  of  any  meeting  shall  not
invalidate the meeting.

         Section 5. (A)  Nominations  of persons  for  election  to the Board of
Directors  of the  company  and notice of  shareholders  business at meetings of
shareholders shall be governed by the provisions of this By-Law.

                           (1)  Nominations of persons for election to the Board
                  of Directors  of the company,  and the proposal of business to
                  be  considered by the  shareholders,  may be made at an annual
                  meeting of  shareholders  only (a)  pursuant to the  company's
                  notice of meeting pursuant to Article I of these By-Laws,  (b)
                  by or at the direction of the Board of Directors or (c) by any
                  shareholder  of the company who was a shareholder of record at
                  the time of giving notice provided for in this By-Law,  who is
                  entitled  to vote at the  meeting  and who  complies  with the
                  notice procedures set forth in this By-Law.
<PAGE>
                           (2) For  nominations or other business to be properly
                  brought before an annual meeting by a shareholder  pursuant to
                  clause (c) of paragraph (A)(1) of this By-Law, the shareholder
                  must have  given  timely  notice  thereof  in  writing  to the
                  Secretary  of  the  company  and  such  other   business  must
                  otherwise be a proper  matter for  shareholder  action.  To be
                  timely,  a  shareholder's  notice  shall be  delivered  to the
                  Secretary at the  principal  executive  offices of the company
                  not later than the close of business on the 90th  calendar day
                  nor earlier  than the close of business on the 120th  calendar
                  day prior to the first  anniversary  of the  preceding  year's
                  annual meeting; provided,  however, that in the event that the
                  date of the  annual  meeting  is more  than 30  calendar  days
                  before or more than 60  calendar  days after such  anniversary
                  date,  notice  by the  shareholder  to be  timely  must  be so
                  delivered  not earlier than the close of business on the 120th
                  calendar  day prior to such annual  meeting but not later than
                  the close of  business on the later of the 90th  calendar  day
                  prior  to  such  annual  meeting  or  the  10th  calendar  day
                  following the calendar day on which public announcement of the
                  date of such meeting is first made by the company. In no event
                  shall the public  announcement  of an adjournment of an annual
                  meeting  commence  a new  time  period  for  the  giving  of a
                  shareholder's  notice as described above.  Such  shareholder's
                  notice  shall  set  forth  (a)  as to  each  person  whom  the
                  shareholder proposes to nominate for election or reelection as
                  a director  all  information  relating  to such person that is
                  required  to be  disclosed  in  solicitations  of proxies  for
                  election of directors in an election contest,  or is otherwise
                  required,  in each case pursuant to  Regulation  14A under the
                  Securities  Exchange Act of 1934,  as amended  (the  "Exchange
                  Act") and Rule  14a-11  thereunder  (including  such  person's
                  written  consent to being  named in the proxy  statement  as a
                  nominee  and to serving as a director if  elected);  (b) as to
                  any  description of any other  business  desired to be brought
                  before the  meeting,  the  reasons for  conducting  such other
                  business  at the  meeting  and any  material  interest in such
                  other business of such  shareholder  and beneficial  owner, if
                  any, on whose behalf the  proposal is made;  and (c) as to the
                  shareholder  giving the notice and the  beneficial  owner,  if
                  any, on whose  behalf the  nomination  or proposal is made (i)
                  the name and  address of such  shareholder,  as they appear on
                  the company's books, and of such beneficial owner and (ii) the
                  class and  number of  shares  of the  company  which are owned
                  beneficially  and of  record  by  such  shareholder  and  such
                  beneficial owner.

                           (3)  Notwithstanding  anything in the second sentence
                  of  paragraph  (A)(2) of this By-Law to the  contrary,  in the
                  event that the number of  directors to be elected to the Board
                  of  Directors  of the  company  is  increased  and there is no
                  public  announcement by the company naming all of the nominees
                  for director or specifying the size of the increased  Board of
                  Directors at least 100 days prior to the first  anniversary of
                  the preceding  year's annual meeting,  a shareholder's  notice
                  required by this By-Law shall also be considered  timely,  but
                  only with respect to nominees for any new positions created by
                  such  increase,  if it shall be delivered to the  Secretary at
                  the principal  executive offices of the company not later than
                  the close of  business  on the 10th day  following  the day on
                  which such public announcement is first made by the company.
<PAGE>
                  (B) Special Meetings of  Stockholders.  Nominations of persons
         for election to the Board of Directors may be made at a special meeting
         of shareholders  at which  directors are to be elected  pursuant to the
         company's  notice of meeting (a) by or at the direction of the Board of
         Directors or (b) provided  that the Board of Directors  has  determined
         that directors shall be elected at such meeting,  by any shareholder of
         the  company  who is a  shareholder  of record at the time of giving of
         notice  provided for in this  By-Law,  who shall be entitled to vote at
         the meeting and who complies  with the notice  procedures  set forth in
         this  By-Law.  In the event the  company  calls a  special  meeting  of
         shareholders  for the purpose of electing one or more  directors to the
         Board of  Directors,  any such  shareholder  may  nominate  a person or
         persons  (as the case may be),  for  election  to such  position(s)  as
         specified  in the  company's  notice of meeting,  if the  shareholder's
         notice  required by paragraph  (A)(2) of this By-Law shall be delivered
         to the Secretary at the principal  executive offices of the company not
         earlier  than the  close of  business  on the  120th  day prior to such
         special  meeting  and not later than the close of business on the later
         of the 90th day prior to such special meeting or the 10th day following
         the day on which public  announcement  is first made of the date of the
         special meeting and of the nominees  proposed by the Board of Directors
         to  be  elected  at  such  meeting.   In  no  event  shall  the  public
         announcement of an adjournment of a special meeting commence a new time
         period for the giving of a shareholder's notice as described above.

                  (C)  General.  (1) Only  such  persons  who are  nominated  in
         accordance  with  the  procedures  set  forth in this  By-Law  shall be
         eligible  to  serve  as  directors  and  only  such  business  shall be
         conducted  at a meeting  of  shareholders  as shall  have been  brought
         before the meeting in accordance  with the procedures set forth in this
         By-Law.  Except as  otherwise  provided  by law,  the  Chairman  of the
         meeting shall have the power and duty to determine whether a nomination
         or any business  proposed to be brought  before the meeting was made or
         proposed,  as the case may be, in accordance  with the  procedures  set
         forth in this By-Law and, if any proposed nomination or business is not
         in compliance with this By-Law, to declare that such defective proposal
         or nomination shall be disregarded.

         (2) For  purposes  of this  By-Law,  "public  announcement"  shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
company with the Securities and Exchange  Commission  pursuant to Section 13, 14
or 15(d) of the Exchange Act.

         (3)  Notwithstanding  the  foregoing   provisions  of  this  By-Law,  a
shareholder  shall also comply with all applicable  requirements of the Exchange
Act and the rules and  regulations  thereunder  with  respect to the matters set
forth in this  By-Law.  Nothing  in this  By-Law  shall be deemed to affect  any
rights (i) of  shareholders  to request  inclusion of proposals in the company's
proxy  statement  pursuant to Rule 14a-8 under the  Exchange  Act or (ii) of the
holders of any series of  Preferred  Stock to elect  directors  under  specified
circumstances.

         Section 6. The  Chairman  of the Board of  Directors  may  postpone  or
adjourn  any  meeting of the  shareholders  from time to time,  whether or not a
quorum is present. The chair of the meeting shall determine all matters relating
to the  efficient  conduct  of the  meeting,  including  but not  limited to the
maintenance of order and decorum.
<PAGE>
                                  ARTICLE II.

                      THE CONDUCT OF SHAREHOLDERS' MEETINGS

         At all meetings of the shareholders, the holders of forty per centum of
the  shares  entitled  to vote  thereat  shall  constitute  a quorum,  except as
otherwise required by law; but the shareholders  present may adjourn the meeting
to another  time or place  despite  the absence of a quorum.  Every  shareholder
entitled to vote shall be  entitled  to one vote for each share  standing in his
name on the record of shareholders;  and every shareholder  entitled to vote may
vote in person or by proxy.

         At all meetings of shareholders,  a shareholder,  or such person's duly
authorized  attorney in fact, may vote by proxy,  executed in writing or granted
or authorized in such other manner as is prescribed by the Business  Corporation
Law of the State of New York.

         Except as otherwise  required by law or as  specified in the  company's
certificate  of  incorporation,  every  shareholder  entitled  to vote  shall be
entitled  to one vote for  each  share  standing  in his name on the  record  of
shareholders;  and every  shareholder  entitled to vote may vote in person or by
proxy.

                                  ARTICLE III.

                                   INSPECTORS

         The Board of Directors,  in advance of any shareholders' meeting, shall
appoint one inspector to act at the meeting or any adjournment  thereof. In case
any  person  appointed  fails to appear  or act,  the  vacancy  may be filled by
appointment made by the Board in advance of the meeting or at the meeting by the
person presiding thereat.

                                  ARTICLE IV.

                             THE BOARD OF DIRECTORS

         Section 1. The  business  of the  company  shall be  managed  under the
direction of its Board of Directors, who shall be elected by the shareholders at
the annual meeting.

         Section 2. The number of Directors  shall be not less than ten nor more
than twenty-five,  the exact number of Directors within such minimum and maximum
limits to be fixed and determined by the vote of a majority of the entire Board.
In case of any increase in the number of Directors, the additional Directors may
be elected by a majority of the Directors then in office.

         Section 3. Any vacancy in the Board may be filled by a majority vote of
the remaining Directors, though less than a quorum.

                                   ARTICLE V.

                              MEETINGS OF DIRECTORS

         Section 1. Regular  meetings  shall be held at such times and places as
the Board may determine.

         Section 2. Special  meetings of the Directors may be called at any time
by the Chairman of the Board, or by two members of the Executive Committee,  and
shall be called by the  Chairman of the Board,  or by the  Secretary,  forthwith
upon request in writing signed by two Directors and specifying the object of the
meeting.  At least three days' notice of a special meeting shall be given in the
manner provided for herein.
<PAGE>
         Section 3. Any notice of a meeting of  Directors  required  to be given
may be given to each  Director  by mail or  telegraph,  addressed  to him at his
residence or usual place of business, or in person or by telephone,  stating the
time and place of the proposed meeting.

         Section 4. One-third of the entire Board shall constitute a quorum.

         Section 5.  Meetings of the Directors may be held within or without the
State of New York.

         Section 6. Any one or more  members of the Board may  participate  in a
meeting  of  the  Board  by  means  of  a   conference   telephone   or  similar
communications  equipment  allowing all persons  participating in the meeting to
hear each other at the same time.  Participation  by such means shall constitute
presence in person at a meeting.

         Any action  required or permitted to be taken by the Board may be taken
without a meeting if all members of the Board consent in writing to the adoption
of a resolution  authorizing the action. The resolution and the written consents
thereto  by the  members  of the Board  shall be filed  with the  minutes of the
proceedings of the Board.

                                  ARTICLE VI.

                    EXECUTIVE COMMITTEE AND OTHER COMMITTEES

         The Board of  Directors,  by  resolution  adopted by a majority  of the
entire Board,  may designate from their number an Executive  Committee and other
committees,  and may  determine the quorum  thereof.  Any such  committee  shall
consist of three or more members and shall serve at the pleasure of the Board.

         The Chairman of the Board,  one or more Vice  Chairmen of the Board and
the  President,  if any,  shall  be  members  of the  Executive  Committee.  The
Executive  Committee shall, except as otherwise provided by law or by resolution
of the  Board,  have all the  authority  of the Board of  Directors  during  the
intervals between the meetings of the Board. The Executive  Committee shall keep
a record of its  proceedings,  which  shall from time to time be reported to the
Board of  Directors.  The Chairman of the Board shall preside at the meetings of
the Executive Committee.

         Committees  other  than  the  Executive   Committee  shall,  except  as
otherwise  provided  by law,  have  such  authority  as  shall  be  provided  by
resolution of the Board.

         The Board may  designate  from  time to time one or more  Directors  as
alternate members of the Executive Committee or of any other committee,  who may
replace any absent member or members at any meeting of the committee.

         Any  one or  more  members  of the  Executive  Committee  or any  other
committee  established by the Board pursuant to this Article VI may  participate
in a meeting of such  committee  by means of a  conference  telephone or similar
communications  equipment  allowing all persons  participating in the meeting to
hear each other at the same time.  Participation  by such means shall constitute
presence in person at the meeting.

         Any action required or permitted to be taken by the Executive Committee
or any other committee  established by the Board pursuant to this Article VI may
be taken without a meeting if all members of the committee consent in writing to
the adoption of a resolution  authorizing the action. The resolution and written
consents  thereto  shall be filed  with the  minutes of the  proceedings  of the
committee.
<PAGE>
         The Board of  Directors,  by  resolution  adopted by a majority  of the
entire Board,  may form a Liberty Media Group  Capital  Stock  Committee,  which
committee shall consist of one director  elected pursuant to Section 7.15 of the
Agreement and Plan of Restructuring  and Merger,  dated June 23, 1998, among the
company,  Italy  Merger  Corp.  and  Tele-Communications,  Inc.  and  up to  two
directors who are not current or former officers,  directors or employees of the
company or any of its  affiliates,  or  otherwise  affiliated  with the  company
(other than as members of the Board of Directors or any committee thereof).  The
Liberty  Media Group  Capital  Stock  Committee  shall have the authority of the
Board of Directors to (i) interpret,  make determinations under, and oversee the
implementation  of the  policies  set forth in the  policy  statement  regarding
Liberty Media Group tracking  stock matters  adopted by resolution of a majority
of the  entire  Board,  and (ii) to the  extent  permitted  by law,  to take all
actions  required  to be  taken by the  Board of  Directors  of the  company  in
connection with  authorization  of the issuance of shares of Liberty Media Group
tracking stock.

         The Board of Directors  may form an AT&T  Wireless  Group Capital Stock
Committee, the members of which shall be selected by the board of directors. The
Board may  delegate to the AT&T  Wireless  Group  Capital  Stock  Committee  the
authority to, and the AT&T Wireless  Group Capital Stock  Committee will thereby
have the authority to, (i) interpret, make determinations under, and oversee the
implementation of the policies set forth in the Policy Statement  Regarding AT&T
Wireless Group Tracking  Stock Matters;  (ii) review the policies,  programs and
practices  of  the  company   relating  to  (a)  the   business  and   financial
relationships  between the  company or any of its units  (other than the Liberty
Media  Group)  and the  AT&T  Wireless  Group,  (b)  dividends  in  respect  of,
disclosures to shareholders and the public  concerning,  and transactions by the
company or any of its  subsidiaries  (other  than  subsidiaries  included in the
Liberty Media Group) in, shares of AT&T Wireless Group Tracking  Stock,  and (c)
any matters arising in connection therewith, all to the extent the AT&T Wireless
Group Capital Stock  Committee may deem  appropriate;  and (iii)  recommend such
changes in such  policies,  programs and  practices as the AT&T  Wireless  Group
Capital Stock Committee may deem appropriate.  In performing this function,  the
AT&T  Wireless  Group  Capital  Stock  Committee's  role  shall  not be to  make
decisions concerning matters referred to its attention,  but, rather, to oversee
the  process by which  decisions  concerning  such  matters  are made.  The AT&T
Wireless  Group Capital Stock  Committee  shall have and may exercise such other
powers, authority and responsibilities as may be determined from time to time by
the Board of Directors.

                                  ARTICLE VII.

                             OFFICERS OF THE COMPANY

         Section 1. The officers of the company shall be elected by the Board of
Directors, and may consist of a Chairman of the Board, one or more Vice Chairmen
of the Board, a President,  such number of Executive Vice  Presidents and Senior
Vice Presidents as the Board of Directors  shall from time to time determine,  a
Secretary,  a Treasurer and a Controller.  The officers  shall hold office until
their successors have been elected.

         Section 2. The Board of  Directors  may appoint  one or more  Assistant
Secretaries,   one  or  more  Assistant   Treasurers,   one  or  more  Assistant
Controllers,  and such  other  officers  and  agents as the  Board may  consider
necessary.
<PAGE>
                                 ARTICLE VIII.

                      DUTIES OF THE CHAIRMAN OF THE BOARD,
                     PRESIDENT, VICE CHAIRMEN OF THE BOARD,
              EXECUTIVE VICE PRESIDENTS AND SENIOR VICE PRESIDENTS

         Section  1. The  Chairman  of the Board  shall be the  chief  executive
officer of the company and shall have such  authority and perform such duties as
usually  appertain to the chief executive  office in business  corporations.  He
shall  preside at the meetings of the Board of Directors and he, or such officer
as he may  designate  from  time to  time,  shall  preside  at  meetings  of the
shareholders.

         Section 2. The  President,  Vice Chairmen of the Board,  Executive Vice
Presidents and Senior Vice Presidents  shall perform such duties as the Board of
Directors or Chairman of the Board may from time to time determine.

         Section 3. In case of  absence  or  inability  of the  Chairman  of the
Board,  the  President  shall  possess all the  authority of the Chairman of the
Board.

                                  ARTICLE IX.

                DUTIES OF THE TREASURER AND ASSISTANT TREASURERS

         Section 1. The  Treasurer  shall  receive all the funds of the company,
and shall  disburse  them under the  direction  of the Board of  Directors.  All
disbursement  instruments  shall be signed by such person or persons and in such
manner as the Board may from time to time provide.

         Section 2. The Treasurer shall keep full and regular books, showing all
his  receipts and  disbursements,  which books shall be open at all times to the
inspection  of the  Chairman  of the  Board  or of any  member  of the  Board of
Directors;  and he shall make such  reports and perform such other duties as the
Chairman of the Board or Board of Directors may require.

         Section 3. The Treasurer  shall deposit all moneys  received by him, in
the corporate name of the company,  with such  depositories as shall be approved
from time to time by the Board of Directors or by the Chairman of the Board, the
President, a Vice Chairman of the Board or the Treasurer.

         Section 4.  Assistant  Treasurers  shall have such of the authority and
perform such of the duties of the  Treasurer as may be provided in these By-Laws
or assigned to them by the Board of Directors or the Chairman of the Board or by
the Treasurer upon the approval of the Chairman of the Board, the President or a
Vice Chairman of the Board.  During the  Treasurer's  absence or inability,  his
authority and duties shall be possessed by such Assistant Treasurer or Assistant
Treasurers as the Board of Directors,  the Chairman of the Board,  the President
or a Vice Chairman of the Board may designate.

         Section  5. The  Board of  Directors  may  require  the  Treasurer  and
Assistant Treasurers to give such security for the faithful performance of their
duties as the Board shall from time to time determine.

                                   ARTICLE X.

                DUTIES OF THE SECRETARY AND ASSISTANT SECRETARIES

         Section 1. The Secretary  shall send notice to the  shareholders of all
annual and special meetings, and to the Directors of meetings of the Board where
notice is required to be given; and he shall perform such other duties as may be
required of him by the Chairman of the Board or Board of Directors,  and such as
usually appertain to the office of Secretary.
<PAGE>
         Section 2. The Secretary or in his absence an Assistant Secretary shall
keep an accurate  record of the proceedings of the Board of Directors and of the
Executive  Committee,  and of all meetings of  shareholders,  and shall have the
custody of the seal of the company and affix it to all instruments requiring the
seal.

         Section 3. Assistant  Secretaries  shall have such of the authority and
perform such of the duties of the  Secretary as may be provided in these By-Laws
or assigned to them by the Board of Directors or the Chairman of the Board or by
the Secretary upon the approval of the Chairman of the Board, the President or a
Vice Chairman of the Board.  During the  Secretary's  absence or inability,  his
authority and duties shall be possessed by such Assistant Secretary or Assistant
Secretaries as the Board of Directors,  the Chairman of the Board, the President
or a Vice Chairman of the Board may designate.

                                  ARTICLE XI.

                            DUTIES OF THE CONTROLLER

         The Controller shall be the principal accounting officer of the company
and shall  perform  such duties as may be required of him by the Chairman of the
Board or Board of Directors.

                                  ARTICLE XII.

                               TRANSFER OF SHARES

         Section 1.  Certificates  for shares shall be issued by the  Treasurer.
Shares shall be  transferable  only on the record of shareholders of the company
by  the  holder  thereof  in  person  or by  attorney,  upon  surrender  of  the
outstanding  certificate  therefor.  This requirement  shall be embodied in each
certificate.

         Section 2. In case of the loss of a certificate,  a new certificate may
be issued upon such terms as the Board of Directors may prescribe.

                                 ARTICLE XIII.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The company is authorized, by (i) a resolution of shareholders,  (ii) a
resolution   of   Directors,   or  (iii)  an   agreement   providing   for  such
indemnification,  to the fullest extent  permitted by applicable law, to provide
indemnification and to advance expenses to its Directors and officers in respect
of claims,  actions,  suits or proceedings based upon, arising from, relating to
or by reason of the fact that any such  Director or officer  serves or served in
such  capacity with the company or at the request of the company in any capacity
with any other enterprise.

                                  ARTICLE XIV.

                                      SEAL

         The common seal of the company shall be in the following form.
<PAGE>
                                  ARTICLE XV.

                                   AMENDMENTS

         These By-Laws may be amended by the shareholders at any meeting;  or by
the Board of Directors at any meeting by a majority  vote of the full Board,  or
at two successive  meetings of the Board by a majority vote of a quorum present,
provided that the third paragraph of Article II shall not be rescinded,  amended
or waived except at a shareholders  meeting in accordance with applicable  state
law. The notice of a special  meeting of the Board at which such action is to be
taken shall set forth the substance of the proposed amendment.