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                                                                     EXHIBIT 3.1

                         CERTIFICATE OF INCORPORATION

                               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
INCORPORATION OF "TCI MUSIC, INC.", FILED IN THIS OFFICE ON THE TWENTY-FIRST DAY
OF JANUARY, A.D. 1997, 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]
                                    /s/ EDWARD J. FREEL
                                    --------------------------------------
                                    Edward J. Freel, Secretary of State

                                    AUTHENTICATION:  8294760

                                              DATE:  01-22-97


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                         CERTIFICATE OF INCORPORATION
                                      OF
                                TCI MUSIC, INC.

                                   ----------

                                   ARTICLE I

                                     NAME

  The name of the corporation is TCI Music, Inc. (the "Corporation").


                                  ARTICLE II

                          REGISTERED AGENT AND OFFICE

       The location of the registered office of the Corporation in the State of
Delaware is the office of CSC United States Corporation Company, 1013 Centre
Road, New Castle County, Wilmington, Delaware 19805. The name of the registered
agent at such address is Corporation Service Company.

                                  ARTICLE III

                                    PURPOSE

       The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the Delaware General Corporation
Law.

                                  ARTICLE IV

                               AUTHORIZED STOCK

       The total number of shares of capital stock which the Corporation shall
have authority to issue is five hundred million (500,000,000) shares, of which
four hundred ninety five million (495,000,000) shares shall be common stock
("Common Stock") and five million (5,000,000) shares shall be preferred stock
with a par value of $.01 per share ("Preferred Stock"). The Common Stock shall
be a single class designated as Common Stock with a par value of $.01 per share
and shall be issuable in series as provided in Section A of this Article IV. A
description of the Common Stock and the Preferred Stock of the Corporation, and
the relative rights, preferences and limitations thereof, or the method of
fixing and establishing the same, are as hereinafter in this Article IV set
forth:

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                                   SECTION A

                SERIES A COMMON STOCK AND SERIES B COMMON STOCK

       Two hundred ninety five million (295,000,000) shares of Common Stock
shall be of a series designated as Series A Common Stock (the "Series A Common
Stock") and two hundred million (200,000,000) shares of Common Stock shall be of
a series designated as Series B Common Stock (the "Series B Common Stock"). Each
share of the Series A Common Stock and each share of the Series B Common Stock
shall, except as otherwise provided in this Section A, be identical in all
respects and shall have equal rights and privileges.

       1. Voting Rights.

          Holders of Series A Common Stock shall be entitled to one vote for
each share of such stock held, and holders of Series B Common Stock shall be
entitled to ten votes for each share of such stock held, on all matters
presented to such stockholders. Except as may otherwise be required by the laws
of the State of Delaware or, with respect to any series of Preferred Stock, in
any resolution or resolutions providing for the establishment of such series
pursuant to authority vested in the Board of Directors by this Certificate, the
holders of shares of Series A Common Stock and the holders of shares of Series B
Common Stock and the holders of shares of each series Preferred Stock entitled
to vote thereon, if any, shall vote as one class with respect to the election of
directors and with respect to all other matters to be voted on by stockholders
of the Corporation (including, without limitation, any proposed amendment to
this Certificate of Incorporation (as it may from time to time hereafter be
amended or restated, this "Certificate") that would increase the number of
authorized shares of Series A Common Stock, of Series B Common Stock or of any
other class or series of stock or decrease the number of authorized shares of
any such class or series of stock (but not below the number of shares thereof
then outstanding)), and no separate vote or consent of the holders of shares of
Series A Common Stock, the holders of shares of Series B Common Stock or the
holders of shares of any such series of Preferred Stock shall be required for
the approval of any such matter.

       2. Conversion Rights.

          Each share of Series B Common Stock shall be
convertible, at the option of the holder thereof, into one share of Series A
Common Stock. Any such conversion may be effected by any holder of Series B
Common Stock by surrendering such holder's certificate or certificates for the
Series B Common Stock to be converted, duly endorsed, at the office of the
Corporation or any transfer agent for the Series B 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 Series B Common

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Stock represented by such certificate and stating the name or names in which
such holder desires the certificate or certificates for Series A 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 Series A
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 Series A Common Stock
issuable on such conversion shall be treated for all purposes as the record
holder or holders of such Series A Common Stock on that date. A number of shares
of Series A Common Stock equal to the number of shares of Series B Common Stock
outstanding from time to time shall be set aside and reserved for issuance upon
conversion of shares of Series B Common Stock. Shares of Series B Common Stock
that have been converted hereunder shall become treasury shares that may be
issued or retired by resolution of the Board of Directors. Shares of Series A
Common Stock shall not be convertible into shares of Series B Common Stock.

       3. Dividends. Subject to paragraph 4 of this Section A, whenever a
dividend is paid to the holders of Series A Common Stock, the Corporation also
shall pay to the holders of Series B Common Stock a dividend per share equal to
the dividend per share paid to the holders of the Series A Common Stock, and
whenever a dividend is paid to the holders of Series B Common Stock, the
Corporation also shall pay to the holders of Series A Common Stock a dividend
per share equal to the dividend per share paid to the holders of the Series B
Common Stock. Dividends shall be payable only as and when declared by the Board
of Directors of the Corporation out of assets of the Corporation legally
available therefor.

       4. Share Distributions. If at any time a distribution paid in Series A
Common Stock or Series B Common Stock or any other securities of the Corporation
or any other corporation, partnership, limited liability company, trust or other
legal entity ("Person") (hereinafter sometimes called a "share distribution") is
to be made with respect to the Series A Common Stock or Series B Common Stock,
such share distribution may be declared and paid only as follows:

          (a) a share distribution consisting of shares of Series A Common Stock
(or Convertible Securities that are convertible into, exercisable or
exchangeable for, or evidence the right to purchase any shares of Series A
Common Stock) to holders of Series A Common Stock and Series B Common Stock, on
an equal per share basis; or consisting of shares of Series B Common Stock (or
Convertible Securities that are convertible into, exercisable or exchangeable
for, or evidence the right to purchase any shares of Series B Common Stock) to
holders of Series A Common Stock and Series B Common Stock, on an equal per
share basis; or consisting of shares of Series A Common Stock (or Convertible
Securities that are convertible into, exercisable or exchangeable for, or
evidence the right to purchase any shares of Series A Common Stock) to holders
of Series A Common Stock and, on an equal per share basis, shares of Series B
Common Stock (or

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Convertible Securities that are convertible into, exercisable or exchangeable
for, or evidence the right to purchase any shares of Series B Common Stock) to
holders of Series B Common Stock; and

          (b) a share distribution consisting of any class or series of
securities of the Corporation or any other Person other than Series A Common
Stock or Series B Common Stock (or other Convertible Securities that are
convertible into, exercisable or exchangeable for, or evidence the right to
purchase any shares of Series A Common Stock or Series B Common Stock) either on
the basis of a distribution of identical securities, on an equal per share
basis, to holders of Series A Common Stock and Series B Common Stock or on the
basis of a distribution of one class or series of securities to holders of
Series A Common Stock and another class or series of securities to holders of
Series B Common Stock, provided that the securities so distributed (and, if
applicable, the securities into which the distributed securities are
convertible, or for which they are exercisable or exchangeable, or which the
distributed securities evidence the right to purchase) do not differ in any
respect other than their relative voting rights and related differences in
designation, conversion and share distribution provisions with holders of shares
of Series B 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 and
related differences in designation, conversion and share distribution provisions
between the Series A Common Stock and the Series B 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 and share
distribution provisions between the Series A Common Stock and the Series B
Common Stock, and provided in each case that such distribution is otherwise made
on an equal per share basis.

          As used herein, the term "Convertible Securities" means any securities
of the Corporation (other than any series of Common Stock) that are convertible
into, exchangeable for or evidence to right to purchase any shares of any series
of Common Stock, whether upon conversion, exercise, exchange, pursuant to
anti-dilution provisions of such securities or otherwise. As used herein, the
term "Subsidiary" means, when used with respect to any Person, (i) a corporation
in which such Person and/or one or more Subsidiaries of such Person, directly or
indirectly, owns capital stock having a majority of the voting power of such
corporation's capital stock to elect directors under ordinary circumstances, and
(ii) any other Person (other than a corporation) in which such Person and/or one
or more Subsidiaries of such Person, directly or indirectly, has (x) a majority
ownership interest or (y) the power to elect or direct the election of a
majority of the members of the governing body of such first-named Person.

          The Corporation shall not reclassify, subdivide or combine the Series
A Common Stock without reclassifying, subdividing or combining the Series B
Common Stock, on an equal per share basis, and the Corporation shall not
reclassify, subdivide or combine the Series B Common Stock without
reclassifying, subdividing or combining the Series A Common Stock, on an equal
per share basis.

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       5. Liquidation and Dissolution. 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 liabilities of the
Corporation and subject to the prior payment in full of the preferential amounts
to which any series of Preferred Stock is entitled, the holders of Series A
Common Stock and the holders of Series B Common Stock shall share equally, on a
share for share basis, in the assets of the Corporation remaining for
distribution to its common stockholders. Neither the consolidation or merger of
the Corporation with or into any other Person or Persons 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 5.

                                   SECTION B

                                PREFERRED STOCK

       The Preferred Stock may be issued, from time to time, in one or more
series, with such powers, designations, preferences and relative, participating,
optional or other rights, and qualifications, limitations or restrictions
thereof, as shall be stated and expressed in a resolution or resolutions
providing for the issue of such series adopted by the Board of Directors (a
"Preferred Stock Designation"). The Board of Directors, in such Preferred Stock
Designation (a copy of which shall be filed and recorded as required by law), is
also expressly authorized to fix the rights, powers and preferences with respect
to each series, including without limitation the following:

          (i) the distinctive serial designations and the division of such
          shares into series and the number of shares of a particular series,
          which may be increased or decreased, but not below the number of
          shares thereof then outstanding, by a certificate made, signed, filed
          and recorded as required by law;

          (ii) the dividend rate or amounts, if any, for the particular series,
          the date or dates from which dividends on all shares of such series
          shall be cumulative, if dividends on stock of the particular series
          shall be cumulative and the relative rights of priority, if any, or
          participation, if any, with respect to payment of dividends on shares
          of that series;

          (iii) the rights of the shares of each series in the event of
          voluntary or involuntary liquidation, dissolution or winding up of the
          Corporation, and the relative rights of priority, if any, of payment
          of shares of each series;

          (iv) the right, if any, of the holders of a particular series to
          convert or exchange such stock into or for other classes or series of
          a class of stock or indebtedness of the Corporation, and the terms and
          conditions of such conversion or exchange, including provision for the
          adjustment of the

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          conversion or exchange rate in such events as the Board of Directors
          shall determine;

          (v) the voting rights, if any, of the holders of a particular series;
          and

          (vi) the terms and conditions, if any, for the Corporation to purchase
          or redeem shares of a particular series.

       All shares of any one series of the Preferred Stock shall be alike in
every particular. Except to the extent otherwise provided in the resolution or
resolutions providing for the issue of any series of Preferred Stock, the
holders of shares of such series shall have no voting rights except as may be
required by the laws of the State of Delaware. Further, unless otherwise
expressly provided in the Preferred Stock Designation for a series of Preferred
Stock, no consent or vote of the holders of shares of Preferred Stock or any
series thereof shall be required for any amendment to this Certificate that
would increase the number of authorized shares of Preferred Stock or the number
of authorized shares of any series thereof or decrease the number of authorized
shares of Preferred Stock or the number of authorized shares of any series
thereof (but not below the number of authorized shares of Preferred Stock or
such series, as the case may be, then outstanding).

       Except as may be provided by the Board of Directors in a Preferred Stock
Designation or by law, shares of any series of Preferred Stock that have been
redeemed (whether through the operation of a sinking fund or otherwise) or
purchased by the Corporation, or which, if convertible or exchangeable, have
been converted into or exchanged for shares of stock of any other class or
classes shall have the status of authorized and unissued shares of Preferred
Stock and may be reissued as a part of the series of which they were originally
a part or may be reissued as part of a new series of Preferred Stock to be
created by resolution or resolutions of the Board of Directors or as part of any
other series of Preferred Stock.

                                   SECTION C

                              UNCLAIMED DIVIDENDS

       Any and all right, title, interest and claim in or to any dividends
declared by the Corporation, whether in cash, stock or otherwise, which are
unclaimed for a period of four years after the close of business on the payment
date, shall be and be deemed extinguished and abandoned; and such unclaimed
dividends in the possession of the Corporation, its transfer agent or other
agents or depositories, shall at such time become the absolute property of the
Corporation, free and clear of any and all claims of any Persons whatsoever.

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                                   ARTICLE V

                                   DIRECTORS

                                   SECTION A

                              NUMBER OF DIRECTORS

       The governing body of the Corporation shall be a Board of Directors.
Subject to any rights of the holders of any series of Preferred Stock to elect
additional directors, the number of directors shall not be less than three and
the exact number of directors shall be fixed by the Board of Directors by
resolution. Election of directors need not be by written ballot.

                                   SECTION B

                          CLASSIFICATION OF THE BOARD

       Except as otherwise fixed by or pursuant to the provisions of Article IV
hereof relating to the rights of the holders of any series of Preferred Stock to
separately elect additional directors, which additional directors are not
required to be classified pursuant to the terms of such series of Preferred
Stock, the Board of Directors of the Corporation shall be divided into three
classes: Class I, Class II and Class III. Each class shall consist, as nearly as
possible, of a number of directors equal to one-third of the then authorized
number of members of the Board of Directors. The term of office of the initial
Class I directors shall expire at the annual meeting of stockholders in 1998;
the term of office of the initial Class II directors shall expire at the annual
meeting of stockholders in 1999; and the term of office of the initial Class III
directors shall expire at the annual meeting of stockholders in 2000. At each
annual meeting of stockholders of the Corporation the successors of that class
of directors whose term expires at that meeting shall be elected to hold office
for a term expiring at the annual meeting of stockholders held in the third year
following the year of their election. The directors of each class will hold
office until their respective successors are elected and qualified.

                                   SECTION C

                             REMOVAL OF DIRECTORS

       Subject to the rights of the holders of any series of Preferred Stock,
directors may be removed from office only for cause (as hereinafter defined)
upon the affirmative vote of the holders of at least 66 2/3% of the total voting
power of the then outstanding Voting Securities (as hereinafter defined), voting
together as a single class. Except as may otherwise be provided by law, "cause"
for removal, for purposes of this Section C, shall exist only if: (i) the
director whose removal is proposed

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has been convicted of a felony, or has been granted immunity to testify in an
action where another has been convicted of a felony, by a court of competent
jurisdiction and such conviction is no longer subject to direct appeal; (ii)
such director has become mentally incompetent, whether or not so adjudicated,
which mental incompetence directly affects his ability as a director of the
Corporation, as determined by at least 66 2/3% of the members of the Board of
Directors then in office (other than such director); or (iii) such director's
actions or failure to act have been determined by at least 66 2/3% of the
members of the Board of Directors then in office (other than such director) to
be in derogation of the director's duties. The term "Voting Securities" shall
include the Series A Common Stock, the Series B Common Stock and any series of
Preferred Stock entitled to vote with the holders of Common Stock generally upon
all matters which may be submitted to a vote of stockholders at any annual
meeting or special meeting thereof.

                                   SECTION D

                   NEWLY CREATED DIRECTORSHIPS AND VACANCIES

       Vacancies on the Board of Directors resulting from death, resignation,
removal, disqualification or other cause, and newly created directorships
resulting from any increase in the number of directors on the Board of
Directors, shall be filled by the affirmative vote of a majority of the
remaining directors then in office (even though less than a quorum) or by the
sole remaining director. Any director elected in accordance with the preceding
sentence shall hold office for the remainder of the full term of the class of
directors in which the vacancy occurred or to which the new directorship is
apportioned, and until such director's successor shall have been elected and
qualified. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director, except as may be
provided in a Preferred Stock Designation with respect to any additional
director elected by the holders of the applicable series of Preferred Stock.

                                   SECTION E

                  LIMITATION ON LIABILITY AND INDEMNIFICATION

       1.       Limitation on Liability.

       To the fullest extent permitted by the Delaware General Corporation Law
as the same exists or may hereafter be amended, a director of the Corporation
shall not be liable to the Corporation or any of its stockholders for monetary
damages for breach of fiduciary duty as a director. Any repeal or modification
of this paragraph 1 shall be prospective only and shall not adversely affect any
limitation, right or protection of a director of the Corporation existing at the
time of such repeal or modification.

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     2.   Indemnification.

          (a) RIGHT TO INDEMNIFICATION. The Corporation shall indemnify and hold
harmless, to the fullest extent permitted by applicable law as it presently
exists or may hereafter be amended, any person who was or is made or is
threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he, or a person for whom he is the
legal representative, is or was a director or officer of the Corporation or is
or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust, enterprise or nonprofit entity, including service with respect to
employee benefit plans, against all liability and loss suffered and expenses
(including attorneys' fees) reasonably incurred by such person. Such right of
indemnification shall inure whether or not the claim asserted is based on
matters which antedate the adoption of this Section E. The Corporation shall be
required to indemnify or make advances to a person in connection with a
proceeding (or part thereof) initiated by such person only if the proceeding (or
part thereof) was authorized by the Board of Directors of the Corporation.

          (b) PREPAYMENT OF EXPENSES. The Corporation shall pay the expenses
(including attorneys' fees) incurred in defending any proceeding in advance of
its final disposition, provided, however, that the payment of expenses incurred
by a director or officer in advance of the final disposition of the proceeding
shall be made only upon receipt of an undertaking by the director or officer to
repay all amounts advanced if it should be ultimately determined that the
director or officer is not entitled to be indemnified under this paragraph or
otherwise.

          (c) CLAIMS. If a claim for indemnification or payment of expenses
under this paragraph is not paid in full within 60 days after a written claim
therefor has been received by the Corporation, the claimant may file suit to
recover the unpaid amount of such claim and, if successful in whole or in part,
shall be entitled to be paid the expense of prosecuting such claim. In any such
action the Corporation shall have the burden of proving that the claimant was
not entitled to the requested indemnification or payment of expenses under
applicable law.

          (d) NON-EXCLUSIVITY OF RIGHTS.  The rights conferred on any person by
this paragraph shall not be exclusive of any other rights which such person may
or hereafter acquire under any statute, provision of this Certificate, the
Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

          (e) OTHER INDEMNIFICATION. The Corporation's obligation, if any, to
indemnify any person who was or is serving at its request as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, enterprise or nonprofit entity shall be reduced by any amount such person
may collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or nonprofit entity.

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       3.       Amendment or Repeal.

       Any repeal or modification of the foregoing provisions of this Section E
shall not adversely affect any right or protection hereunder of any person in
respect of any act or omission occurring prior to the time of such repeal or
modification.

                                   SECTION F

                              AMENDMENT OF BYLAWS

       In furtherance and not in limitation of the powers conferred by the laws
of the State of Delaware, the Board of Directors, by action taken by the
affirmative vote of not less than 75% of the members of the Board of Directors
then in office, is hereby expressly authorized and empowered to adopt, amend or
repeal any provision of the Bylaws of this Corporation.

                                  ARTICLE VI

                                     TERM

   The term of existence of this Corporation shall be perpetual.

                                  ARTICLE VII

                             STOCK NOT ASSESSABLE

       The capital stock of this Corporation shall not be assessable. It shall
be issued as fully paid, and the private property of the stockholders shall not
be liable for the debts, obligations or liabilities of this Corporation. This
Certificate shall not be subject to amendment in this respect.

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                                 ARTICLE VIII

                           MEETINGS OF STOCKHOLDERS


                                   SECTION A

                          ANNUAL AND SPECIAL MEETINGS

       Subject to the rights of the holders of any series of Preferred Stock,
stockholder action may be taken only at an annual or special meeting. Except as
otherwise provided in the terms of any series of Preferred Stock or unless
otherwise prescribed by law or by another provision of this Certificate, special
meetings of the stockholders of the Corporation, for any purpose or purposes,
shall be called by the Secretary of the Corporation (i) upon the written request
of the holders of not less than 66 2/3% of the total voting power of the
outstanding Voting Securities (as defined in Section C of Article V of this
Certificate) or (ii) at the request of at least 75% of the members of the Board
of Directors then in office.

                                   SECTION B

                           ACTION WITHOUT A MEETING

       Except as otherwise provided in the terms of any series of Preferred
Stock, no action required to be taken or which may be taken at any annual
meeting or special meeting of stockholders may be taken without a meeting, and
the power of stockholders to consent in writing, without a meeting, is
specifically denied.

                                  ARTICLE IX

               ACTIONS REQUIRING SUPERMAJORITY STOCKHOLDER VOTE

       Subject to the rights of the holders of any series of Preferred Stock,
the affirmative vote of the holders of at least 66 2/3% of the total voting
power of the then outstanding Voting Securities (as defined in Section C of
Article V of this Certificate), voting together as a single class at a meeting
specifically called for such purpose, shall be required in order for the
Corporation to take any action to authorize:

       (a)      the amendment, alteration or repeal of any provision
of this Certificate or the addition or insertion of other provisions herein;



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       (b) the adoption, amendment or repeal of any provision of the Bylaws of
the Corporation; provided, however, that this clause (b) shall not apply to, and
no vote of the stockholders of the Corporation shall be required to authorize,
the adoption, amendment or repeal of any provision of the Bylaws of the
Corporation by the Board of Directors in accordance with the power conferred
upon it pursuant to Section F of Article V of this Certificate;

       (c) the merger or consolidation of this Corporation with or into any
other corporation; provided, however, that this clause (c) shall not apply to
any merger or consolidation (i) as to which the laws of the State of Delaware,
as then in effect, do not require the consent of this Corporation's
stockholders, or (ii) which at least 75% of the members of the Board of
Directors then in office have approved;

       (d) the sale, lease or exchange of all, or substantially all, of the
property and assets of the Corporation; or

       (e) the dissolution of the Corporation.

       All rights at any time conferred upon the stockholders of the Corporation
pursuant to this Certificate are granted subject to the provisions of this
Article IX.

                                   ARTICLE X

                                 INCORPORATOR

       The name and address of the incorporator of the Corporation are set forth
below.

       Leslie A. Nichols            Sherman & Howard L.L.C.
                                    633 Seventeenth Street, Suite 3000
                                    Denver, Colorado 80202



DATED:  January 20th, 1997.



                                    /s/ LESLIE A. NICHOLS
                                    ---------------------------------
                                    Leslie A. Nichols, Incorporator



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