CERTIFICATE OF INCORPORATION
                                       OF
                             GRAFF PAY-PER-VIEW INC.


         The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified and
referred to as the "General Corporation Law of the State of Delaware") hereby
certifies that:

         FIRST:   The name of this corporation (hereinafter called the 
"Corporation") is GRAFF PAY-PER-VIEW INC.
         SECOND: The address, including street, number, city and county of the
registered office of the Corporation in the State of Delaware is 15 North
Street, City of Dover, County of Kent (zip code 19901) and the name of the
registered agent of the corporation in the State of Delaware at such address is
National Corporate Research, Ltd.
         THIRD: The nature of the business and of the purposes to be conducted
and promoted by the Corporation are to conduct any lawful business, to promote
any lawful purpose, and to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.
         FOURTH: The total number of shares of all classes of stock that the
Corporation shall have authority to issue is 35,000,000 of which 10,000,000
shall be Preferred Stock, par value $.01 per share ("Preferred Stock"), and
25,000,000 shall be Common Stock, par value $.01 per share ("Common Stock"), and
the voting powers, designations, preferences and relative, participating,
optional or other special qualifications, limitations or restrictions thereof
are as follows:
         1.       Preferred Stock
                  (a) The Preferred Stock may be issued from time to time in one
or more series, each of which shall be distinctively designated, shall rank
equally and shall be identical in all respects, except as otherwise provided in
subsection 1(b) of this Article FOURTH.
                  (b) Authority is hereby vested in the Board of Directors to
issue from to time the Preferred Stock of any series and to state in the
resolution or resolutions providing for the issue of shares of any series the
voting powers, if any, designations, preferences and relative, participating,
optional or other special rights, and the qualifications, limitations or
restrictions of such series to the full extent now or hereafter permitted by the
law of the State of Delaware in respect of the matters set forth in the
following clauses (i) to (viii) inclusive:
                  (i) the number of shares to constitute such series, and 
the distinctive designations thereof;
                  (ii) the voting powers, full or limited, if any, of such
                  series; (iii) the rate of dividends payable on shares of such
                  series, the conditions on which
and the times when such dividends are payable, the preferences to, or the
relation to, the payment of the dividends payable on any other class, classes or
series of stock whether cumulative or non-cumulative and, if cumulative, the
date from which dividends on shares of such series shall be cumulative;
                  (iv)     the redemption price or prices, if any, and the 
terms and conditions on which shares of such series shall be redeemable;
                  (v) the requirement of any sinking fund or funds to be applied
to the purchase or redemption of shares of such series and, if so, the amount of
such fund or funds and the manner of application;
                  (vi)     the rights of shares of such series upon 
the liquidation, dissolution or winding up of, or upon any distribution of 
the assets of, the Corporation;
                  (vii) the rights, if any, of the holders of shares of such
series to convert such shares into, or to exchange such shares for, shares of
any other class, classes or series of stock and the price or prices or the rates
of exchange and the adjustments at which such shares shall be convertible or
exchangeable, and any other terms and conditions of such conversion or exchange;
                  (viii) any other preferences and relative, participating,
optional or other special rights of shares of such series, and qualifications,
limitations or restrictions including, without limitation, any restriction on an
increase in the number of shares of any series theretofore authorized and any
qualifications, limitations or restrictions of rights or powers to which shares
of any future series shall be subject.
                  (c) The number of authorized shares of Preferred Stock may be
increased or decreased by the affirmative vote of the owners of a majority of
the stock of the Corporation that is entitled to vote, without a class vote of
the Preferred Stock, or any series thereof, except as otherwise provided in the
resolution or resolutions fixing the voting rights of any series of the
Preferred Stock.
         FIFTH:   The name and mailing address of the incorporator is as 
follows:
                           Karen S. Lieberstein
                           DORNBUSH MENSCH MANDELSTAM &
                           SCHAEFFER
                           747 Third Avenue
                           New York, New York  10017

         SIXTH:   The corporation is to have perpetual existence.
         SEVENTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this
Corporation.
         EIGHTH:  The original By-Laws of the Corporation shall be adopted by 
the incorporator.  Therefore, the power to make, alter, or repeal the By-Laws, 
and to adopt any new By-Law, shall be vested in the Board of Directors.
         NINTH: The Corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of the State of Delaware, as the same
may be amended and supplemented, or by an successor thereto, indemnify any and
all persons whom its shall have power to indemnify under said section from and
against any and all of the expenses, liabilities or other matters referred to in
or covered by said Section. The Corporation shall advance expenses to the
fullest extent permitted by such Section. Such right to indemnification shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person. The indemnification and advancement of expenses provided for
herein shall not be deemed exclusive of any other rights or which those seeking
indemnification may be entitled under any By-Law, arrangement, vote of
stockholders or disinterested directors or otherwise. To the fullest extent that
the General Corporation Law of the State of Delaware, as it exists on the date
hereof or as it may hereafter be amended, permits the limitation or elimination
of the liability of directors, no director shall be personally liable to the
Corporation or its stockholders for any monetary damages for breach of fiduciary
duty as a director. Notwithstanding the foregoing, a director shall be liable to
the extent provided by applicable law (i) for any breach of such director's duty
of loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the General Corporation Law of the State of
Delaware, or (iv) for any transaction from which such director derived an
improper personal benefit. Neither the amendment or repeal of this Article, now
the adoption or any provision of this Certificate of Incorporation inconsistent
with this Article shall adversely affect any right or protection existing under
this Article at the time of such amendment or repeal.
         TENTH: The personal liability of the directors of the Corporation is
hereby eliminated to the fullest extent permitted by paragraph (7) of subsection
(b) of Section 102 of the General Corporation Law of the State of Delaware, as
the same may be amended and supplemented.
         I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 12th day of May, 1992.

                                       /s/Karen S. Lieberstein
                                       Karen S. Lieberstein, Incorporator