CERTIFICATE OF INCORPORATION

                                       OF

                           COMCAST LCI HOLDINGS, INC.



          FIRST: The name of the corporation is:

                           Comcast LCI Holdings, Inc.

          SECOND:  The address of its registered office in the State of Delaware
     is:  1201 N. Market  Street,  Suite 2201,  Wilmington,  New Castle  County,
     Delaware,  19801.  The name of its  registered  agent at such  address  is:
     COMCAST CAPITAL CORPORATION.

          THIRD:  The nature of the  business  or purposes  to be  conducted  or
     promoted is:

          To have  unlimited  power to engage in any lawful act or activity  for
          which corporations may be organized under the General  Corporation Law
          of Delaware.

          FOURTH:  The total  number of  shares of stock  which the  corporation
     shall have  authority to issue is: 1,000 shares of common stock,  par value
     $.01 per share.

          FIFTH: The name and mailing address of the incorporator is as follows:

          Name                              Address

          Brian J. Curtis                   1201 Market Street
                                            Wilmington, DE 19801

          SIXTH: In furtherance and not in limitation of the powers conferred by
     statute,  the Board of Directors is expressly  authorized to make, alter or
     repeal the Bylaws of the corporation.

          SEVENTH:  Elections of directors  need not be by written ballot unless
     the Bylaws of the corporation shall so provide.

          EIGHTH:  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 of any  creditor  or  stockholder
     thereof or on the  application  of any receiver or receivers  appointed for
     this  corporation  under the  provisions  of Section  291 of Title 8 of the


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     Delaware Code or on the  application  of trustees in  dissolution or 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 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.

          NINTH: A director of this corporation  shall not be personally  liable
     to the corporation or its  stockholders  for monetary damages for breach of
     fiduciary duty as a director; provided, however, that this shall not exempt
     a director  from  liability  (i) for any breach of the  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 a director
     derived an improper personal benefit. In the case of any change in Delaware
     law which  expands the  liability of  directors,  the limited  liability of
     directors shall continue as theretofore to the extend  permitted by law; in
     the case of any  change in  Delaware  law which  permits  the  corporation,
     without  the  requirement  of any  further  action by the  stockholders  or
     directors of the corporation,  to limit further the liability of directors,
     then such liability  thereupon shall be so limited to the extend  permitted
     by law.

          IN  WITNESS  WHEREOF,  I have  hereunto  set my hand  this  8th day of
     November, 1999.


                                            /s/ Brian J. Curtis
                                            ---------------------
                                            Brian J. Curtis, Sole Incorporator
                                            1201 Market Street - Suite 2201
                                            Wilmington, DE  19801


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