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                               STATE OF DELAWARE

                        OFFICE OF THE SECRETARY OF STATE

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


     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF OWNERSHIP,
WHICH MERGES:

         "ATC HOLDINGS II, INC.", A DELAWARE CORPORATION,

         WITH AND INTO  "AMERICAN  TELEVISION  AND  COMMUNICATIONS  CORPORATION"
UNDER  THE NAME OF  "AMERICAN  TELEVISION  AND  COMMUNICATIONS  CORPORATION",  A
CORPORATION  ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE,  AS
RECEIVED AND FILED IN THIS OFFICE THE  TWENTY-EIGHTH DAY OF JUNE, A.D., 1996, AT
9 O'CLOCK A.M.

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







                              [SEAL]        EDWARD J. FREEL
                                            ------------------------------------
                                            Edward J. Freel, Secretary of State

                                            AUTHENTICATION:
   0848557   8100M                                                8008511
                                                      DATE:
   960190726                                                      06-28-96


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                       CERTIFICATE OF OWNERSHIP AND MERGER

                                     MERGING
                              ATC HOLDINGS II, 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 ATC  Holdings II, Inc., a
Delaware corporation (the "Subsidiary");

         THIRD:  That by  resolutions  of its Board of Directors duly adopted by
unanimous written consent on June 28, 1996, 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 June 28,
1996.



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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
June, 1996.

                                                     AMERICAN TELEVISION AND
                                                     COMMUNICATIONS CORPORATION

                                                     By: /s/ Gail L. Allaman
                                                         -----------------------
                                                          Vice President


                                        2


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                                                                       Exhibit A

                  RESOLVED,  that ATC Holdings II, Inc., a Delaware  corporation
         ("ATCH II"), 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 ATCH II;

                  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 ATCH II 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,  ATCH II 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 ATCH II with and into the Company  shall
         be deemed, with respect to ATCH II, 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 of 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.


                                        

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