EXHIBIT 3(i)
                                         Totally Amended and Restated as of 2/98

                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                               KNIGHT-RIDDER, INC.
                           (ORIGINALLY INCORPORATED AS
                          KRN, INC. ON MARCH 12, 1976)



         FIRST:  The  name  of  the  corporation  is  KNIGHT-RIDDER,  INC.  (the
"Corporation").

         SECOND: The purposes of the corporation are as follows:

Printing,   editing,  publishing  and  distributing  daily,  Sunday  and  weekly
newspapers,  or any or all of them.  Also  conducting a general  business in the
distribution and reception of news and general  information  through the various
means of  transmission  now or hereafter  discovered;  also conducting a general
business  of job  printing  of  every  kind  and  nature,  including  pamphlets,
bulletins and  periodicals,  and the  distribution of the same; also engaging in
the  business  of  engraving,  die  casting,  stereotyping,   lithographing  and
electrotyping  or in any process now or hereafter  discovered which is useful to
or used in the newspaper  business;  also preparing,  producing,  manufacturing,
buying,  selling and dealing in equipment,  tools,  supplies and other materials
used  in the  production  of a  newspaper  and the  conduct  of a  printing  and
publishing  business;  and the doing of all things necessary and incident to any
or all of the foregoing purposes.

To  collect,  formulate,  transmit  and  dispose  of news by  telegraph,  cable,
telephone,  radio  and  ether  agencies  in and for the  United  States  and her
dependencies and foreign countries; to buy and sell news; to own, lease, manage,
buy and sell news agencies;  to acquire press  franchises and to become a member
of and hold stock in associations and corporations for such purposes.

To carry on the business of receiving and transmitting communications, messages,
news, news reports,  news service,  news features,  visual  representations  and
pictures by radio and to acquire,  construct,  lease,  own, maintain and operate
stations and facilities for such purpose.

To buy from and furnish and sell to  newspapers,  publishers,  the press,  radio
stations,  broadcast stations and the public generally, news, news reports, news
services, news features, visual representations and pictures.

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To do any and all things necessary, incidental or convenient to carry out any of
the foregoing purposes and the powers herein set forth.

The  foregoing  statement  of  specific  powers  shall  not be held to  limit or
restrict  the  powers  of the  corporation,  and  are in  furtherance  of and in
addition  to, and not in  limitation  of, the powers  conferred  by the  Florida
General Corporation Act; provided, however, that the corporation will not act as
a banking, safe deposit, trust, insurance,  surety,  express,  railroad,  canal,
telegraph,  telephone  or cemetery  company,  a building  and loan  association,
mutual fire insurance association,  cooperative  association,  fraternal benefit
society, state fair or exposition.

         THIRD: The maximum number of shares which the Corporation is authorized
to issue is Two Hundred Seventy Million  (270,000,000) which shall be classified
as follows:

         (a) Two Hundred  Fifty  Million  (250,000,000)  of said shares shall be
Common Stock with a par value of Two and  One-Twelfth  cents (2 1/12(cent))  per
share ("Common Stock"); and

         (b) Twenty Million (20,000,000) of said shares shall be Preferred Stock
with a par value of One Dollar ($1.00) per share ("Preferred Stock or Preference
Stock").

         Preferred  Stock shall be entitled to  preference  over Common Stock in
the  distribution  of dividends or assets,  in such manner and to such extent if
any as may be  determined,  from  time to time by the  Board of  Directors.  The
shares of Preferred Stock may be divided into or issued in series.  The Board of
Directors is expressly  vested with and shall have  authority to establish  from
time to time the number of shares to be included in each series and,  within the
limitations of law and the provisions of these Amended and Restated  Articles of
Incorporation,  to fix and determine the  designation  and the relative  powers,
preferences  and  rights of the  shares of any  series so  established,  and the
qualifications,  limitations  or  restrictions  thereof.  All shares of a series
shall have preferences,  limitations and relative rights identical with those of
other shares of the same series and, except to the extent otherwise  provided in
the  description  of the  series,  with those of the other  series of  Preferred
Stock.

         The  authority  of the Board of  Directors  with respect to each series
shall include, but not be limited to, determination of the following:

         (i) The number of shares  constituting  such series and the distinctive
designation of such series;

         (ii) The  preferences  and relative,  participating,  optional or other
special  rights,  if any, and the  qualifications,  limitations or  restrictions
thereof, if any, with respect to any series;

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         (iii) The  dividend  rate on the  shares of each  series,  the dates at
which dividends,  if declared,  shall be payable, the conditions upon which such
dividends are payable, whether dividends shall be cumulative,  noncumulative, or
partially cumulative and, if cumulative or partially cumulative, from which date
or dates,  and the relative rights of priority,  if any, of payment of dividends
on shares of such series;

         (iv)  Whether  the shares of such series  shall have  voting  rights in
addition to any voting rights and/or class voting rights that may be provided by
law and,  if so, the terms and  duration of such voting  rights,  including  the
number of votes per share in any such  series,  which number may be more or less
than one vote per share, as the Board of Directors may determine;

         (v) Whether the shares of such series shall have conversion or exchange
privileges, and, if so, the terms and conditions of such conversion or exchange,
including  the amount  and type of  consideration  per share  payable in case of
conversion or exchange, the conversion price or prices or ratio or ratios or the
rate or rates  at  which  such  conversion  or  exchange  may be  effected,  and
provision for  adjustments of the conversion rate in such events as the Board of
Directors shall determine;

         (vi) Whether or not the shares of such series shall be redeemable, and,
if so, the terms and conditions of redemption,  including the date or dates upon
or after which the shares of such series shall be redeemable  and the amount and
type of consideration per share payable in case of redemption,  which amount may
vary under different conditions and at different redemption dates;

          (vii)  Whether  the  shares of such  series  shall be  subject  to the
operation of  retirement  or sinking  funds to be applied to the  redemption  or
purchase  of shares of that series for  retirement,  and if such  retirement  or
sinking  fund or funds be  established,  the  amount  thereof  and the terms and
provisions relative to the operation thereof;

         (viii)  The  rights  of the  shares  of such  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 such series;

         (ix) Such other special rights and protective  provisions  with respect
to any series as the Board of Directors may deem advisable; and

         (x) Any other  relative  rights,  preferences  and  limitations of such
series.

         The  shares  of each  series of the  Preferred  Stock may vary from the
shares of any other series thereof in any or all of the foregoing respects.  The
Board of  Directors  may  increase  the  number  of shares  of  Preferred  Stock
designated  for any  existing  series  by a  resolution  adding  to such  series
authorized  and unissued  shares of the Preferred  Stock not  designated for any
other  series.  The Board of Directors  may decrease the number of shares of the
Preferred Stock designated for any existing series by a resolution,  subtracting

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from such series  unissued  shares of the Preferred  Stock  designated  for such
series,  and the shares so  subtracted  shall  become  authorized,  unissued and
undesignated shares of the Preferred Stock.

         A series of Preferred Stock has been established to which the following
provisions shall be applicable.

Series A Junior Participating Preferred Stock

1. DESIGNATION.

The  series  shall be  designated  as "Series A Junior  Participating  Preferred
Stock" (hereinafter "this Series").

2. NUMBER.

The number of shares of this Series  authorized to be issued is 1,500,000.  Such
number may be increased or decreased by  resolution  of the Board of  Directors;
PROVIDED,  HOWEVER,  that no decrease  shall reduce the number of shares of this
Series to a number less than that of the shares then outstanding.

3. DIVIDENDS AND DISTRIBUTIONS.

           (A)  Subject to the prior and  superior  rights of the holders of any
shares of any series of  Preferred  Stock  ranking  prior and  superior  to this
Series with respect to dividends,  the holders of shares of this Series shall be
entitled to receive,  when,  as and if declared by the Board of Directors out of
funds legally  available  therefor,  quarterly  dividends payable in cash on the
15th day of January,  April, July and October in each year (each such date being
referred to herein as a "Quarterly  Dividend  Payment  Date")  commencing on the
first  Quarterly  Dividend  Payment Date after the first  issuance of a share or
fraction  of a share of this  Series,  in an amount  per share  (rounded  to the
nearest cent) equal to the greater of (a) S 1.00 or (b) subject to the provision
for adjustment  hereinafter set forth,  100 times the aggregate per share amount
of all cash dividends,  and 100 times the aggregate per share amount (payable in
kind) of all non-cash  dividends or other  distributions  (other than a dividend
payable in shares of Common Stock or a subdivision of the outstanding  shares of
Common Stock by  reclassification  or otherwise),  declared on the Common Stock,
par value  2-1/12(cent) per share, of the Corporation (the "Common Stock") since
the immediately  preceding  Quarterly  Dividend Payment Date or, with respect to
the first Quarterly Dividend Payment Date, since the first issuance of any share
or fraction of a share of this Series. In the event the Corporation shall at any
time after July 10, 1996 declare or pay any dividend on the Common Stock payable
in  shares of  Common  Stock,  or effect a  subdivision  or  combination  of the
outstanding  shares of Common Stock (by  reclassification  or otherwise  than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock (other than the stock split  effected in the form of a

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stock  dividend on the Common  Stock  approved by the Board of Directors on June
21, 1996 (the "1996 Stock  Split")),  then in each such case the amount to which
holders of shares of this Series were entitled  immediately  prior to such event
under clause (b) of the preceding sentence shall be adjusted by multiplying such
amount by a fraction  the  numerator  of which is the number of shares of Common
Stock  outstanding  immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding  immediately prior to
such event.

         (B) The  Corporation  shall declare a dividend or  distribution on this
Series  as  provided  in  paragraph  (A) of this  Section  immediately  after it
declares a dividend or  distribution  on the Common Stock (other than a dividend
payable  in shares of Common  Stock);  PROVIDED,  HOWEVER,  that in the event no
dividend or distribution shall have been DECLARED on the Common Stock during the
period  between any  Quarterly  Dividend  Payment  Date and the next  subsequent
Quarterly  Dividend  Payment  Date, a dividend of $1.00 per share on this Series
shall  nevertheless be payable on such  subsequent  Quarterly  Dividend  Payment
Date.

         (C) Dividends  shall begin to accrue and be  cumulative on  outstanding
shares of this Series from the Quarterly  Dividend  Payment Date next  preceding
the date of issue of such  shares of this  Series,  unless  the date of issue of
such shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such  shares,  or unless the date of issue is a  Quarterly  Dividend
Payment Date or is a date after the record date for the determination of holders
of shares of this Series  entitled to receive a  quarterly  dividend  and before
such Quarterly  Dividend  Payment Date, in either of which events such dividends
shall begin to accrue and be cumulative  from such  Quarterly  Dividend  Payment
Date.  Accrued but unpaid  dividends shall not bear interest.  Dividends paid on
the  shares  of this  Series in an  amount  less  than the total  amount of such
dividends at the time accrued and payable on such shares shall be allocated  pro
rata on a  share-by-share  basis among all such shares at the time  outstanding.
The Board of Directors may fix a record date for the determination of holders of
shares of this Series  entitled to receive payment of a dividend or distribution
declared  thereon,  which record date shall be no more than 60 days prior to the
date fixed for the payment thereof.

4. LIQUIDATION, DISSOLUTION OR WINDING UP.

In the event of any voluntary or involuntary liquidation, dissolution or winding
up of the Corporation (a  "Liquidation"),  no distribution  shall be made (x) to
the holders of Common Stock or any other shares of stock ranking  junior (either
as to dividends or upon Liquidation) to this Series unless,  prior thereto,  the
holders of shares of this Series  shall have  received an amount per share equal
to the greater of (i) $100, plus an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not declared, to the date of such payment,
or (ii) subject to the provision for adjustment hereinafter set forth, l00 times
the aggregate  amount to be distributed per share to holders of Common Stock, or
(y) to the holders of stock ranking on a parity  (either as to dividends or upon

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Liquidation) with this Series,  except distributions made ratably on this Series
and all other such parity stock in  proportion to the total amounts to which the
holders of all such shares are entitled upon such Liquidation.  In the event the
Corporation shall at any time after July 10, 1996 declare or pay any dividend on
the Common Stock payable in shares of Common Stock,  or effect a subdivision  or
combination of the outstanding  shares of Common Stock (by  reclassification  or
otherwise  than by  payment  of a  dividend  in shares of Common  Stock)  into a
greater or lesser  number of shares of Common  Stock  (other than the 1996 Stock
Split),  then in each such case the aggregate  amount to which holders of shares
of this Series were entitled  immediately  prior to such event under clause (ii)
of clause (x) of the preceding  sentence shall be adjusted by  multiplying  such
amount by a fraction  the  numerator  of which is the number of shares of Common
Stock  outstanding  immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding  immediately prior to
such event.

For  purposes  of this  Certificate,  the  voluntary  sale,  lease,  exchange or
transfer (for cash, shares of stock,  securities or other  consideration) of all
or  substantially  all of the  property  or assets of the  Corporation  to, or a
consolidation or merger of the Corporation with, one or more corporations  shall
not be deemed to be a Liquidation.

5. REDEMPTION.

The shares of this Series shall not be redeemable.

6. VOTING RIGHTS.

The holders of shares of this Series shall have the following voting rights:

         (A) Subject to the provision for adjustment hereinafter set forth, each
share of this  Series  shall  entitle  the  holder  thereof  to 100 votes on all
matters  submitted to a vote of the Common  stockholders of the Corporation.  In
the event the  Corporation  shall at any time after July 10, 1996 declare or pay
any dividend on the Common Stock payable in shares of Common Stock,  or effect a
subdivision  or  combination  of the  outstanding  shares  of  Common  Stock (by
reclassification  or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock (other than the
1996 Stock Split), then in each such case the number of votes per share to which
holders of shares of this Series were entitled  immediately  prior to such event
shall be adjusted by  multiplying  such number by a fraction  the  numerator  of
which is the number of shares of Common Stock outstanding immediately after such
event and the  denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

         (B)  Except  as  otherwise   provided   herein,   in  the  Articles  of
Incorporation of the Corporation or by law, the holders of shares of this Series

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and the holders of shares of Common  Stock  shall vote  together as one class on
all matters submitted to a vote of Common stockholders of the Corporation.

         (C) (i) If at any time  dividends on any shares of this Series shall be
in arrears  in an amount  equal to six full  quarterly  dividends  thereon,  the
holders of this Series and all other series of Preferred  Stock (in each case to
the extent then entitled pursuant to the terms of such series),  voting together
as one class,  shall have the exclusive and special right to elect two directors
of the  Corporation,  and the  number  of  directors  constituting  the Board of
Directors  of the  Corporation  shall  be  increased  by two (if not  previously
increased  in  connection  with the  right of other  series of  Preferred  Stock
entitled  to  vote  together  with  this  Series  to  elect   directors  of  the
Corporation) for such purpose.

         (ii)  Whenever  any such right of the holders of this Series shall have
vested, such right may be exercised initially either at a special meeting of the
holders of this Series and all other series so entitled to vote, if any,  called
as  hereinafter  provided,  or  at  any  annual  meeting  of  stockholders,  and
thereafter at annual meetings of stockholders.  The right of the holders of this
Series  voting  separately as a class with such other series to elect members of
the Board of Directors of the Corporation as aforesaid shall continue until such
time as all dividends  accrued on all shares of this Series shall have been paid
in full, or declared and set apart for payment,  at which time the special right
of the holders of this Series so to vote  separately  as a class with such other
series for the election of directors  shall  terminate,  subject to revesting in
the event of each and every subsequent  occurrence of an arrearage  specified in
subparagraph (C)(i) above.

         (iii) At any time when such  special  voting power shall have vested in
the holders of this Series as provided in the preceding subparagraph (C)(i), the
proper officer of the Corporation shall, upon the written request of the holders
of record of at least 10% of the then outstanding voting power of shares of this
Series and all other series  entitled to vote in the election of such  directors
addressed to the  Secretary of the  Corporation,  call a special  meeting of the
holders of this Series for the purpose of  electing  directors  pursuant to this
paragraph (C). Such meeting shall be held at the earliest  practicable  date. If
such meeting shall not be called by the proper officer of the Corporation within
twenty days after personal service of such written request upon the Secretary of
the Corporation,  or within twenty days after mailing the same within the United
States  of  America,  by  registered  mail  addressed  to the  Secretary  of the
Corporation at its principal office,  then the holders of record of at least 10%
of the then  outstanding  voting  power of shares of this  Series  and all other
series  entitled to vote in the  election of such  directors  may  designate  in
writing  one of  their  number  to  call  such  meeting  at the  expense  of the
Corporation,  and such  meeting  may be called by such person so  designated  by
giving the notice  required for annual meetings of  stockholders.  Any holder of
this  Series  so  designated  shall  have  access  to  the  stock  books  of the
Corporation  for the purpose of causing  meetings of  stockholders  to be called
pursuant  to  these   provisions.   Notwithstanding   the   provisions  of  this
subparagraph (C)(iii), no such special meeting shall be called during the period
within  ninety  days  immediately  preceding  the date fixed for the next annual
meeting of stockholders.

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         (iv) At any meeting held for the purpose of electing directors at which
the holders of this Series and any other  series of  Preferred  Stock shall have
the special  right to elect  directors  as provided in this  paragraph  (C), the
presence,  in person or by proxy,  of the holders of 50% of the voting  power of
the then  outstanding  aggregate  number of shares of this Series and such other
series shall be required to constitute a quorum for the election of any director
by the holders of such series. At any such meeting or adjournment  thereof,  (a)
the absence of a quorum shall not prevent the  election of directors  other than
those to be elected by all such series of Preferred Stock voting separately as a
class,  and the  absence of a quorum for the  election  of such other  directors
shall not prevent the election of the directors to be elected by this Series and
any other series of Preferred  Stock that may be voting with it  separately as a
class,  and (b) in the absence of either or both such quorums,  the holders of a
majority of the voting power of the shares  present in person or by proxy of the
stock or stocks  which lack a quorum shall have power to adjourn the meeting for
the  election  of  directors  who they are  entitled  to elect from time to time
without  notice other than  announcement  at the meeting until a quorum shall be
present.

         (v) During any period when the holders of this Series have the right to
vote  separately  as a class for  directors as provided in paragraph (C) hereof,
(1) the  directors  so  elected  by the  holders  of the one or more  series  of
Preferred  Stock  entitled to vote for such  directors  shall continue in office
until the next succeeding annual meeting or until their successors,  if any, are
elected by such  holders and qualify or, until  termination  of the right of the
holders of the one or more series of Preferred  Stock  entitled to vote for such
directors to vote  separately  as a class for directors as provided in paragraph
(C) hereof and (2)  vacancies in the Board of Directors  shall be filled only by
vote of a majority  (even if that be only a single  director)  of the  remaining
directors  theretofore  elected  by the  holders  of the one or more  series  of
Preferred  Stock which  elected the  directors  whose  office  shall have become
vacant  or if  there  be no such  remaining  director,  directors  to fill  such
vacancies shall be elected by the holders of the one or more series of Preferred
Stock entitled to vote for such directors at a special  meeting called  pursuant
to the provisions of paragraph (C) hereof.  Immediately  upon any termination of
the right of the holders of this Series and any other series of Preferred  Stock
to vote separately as a class for directors as provided in paragraph (C) hereof,
the term of office of the directors  then in office so elected by the holders of
this Series and any such other  series  shall  terminate.  Whenever  the term of
office of the  directors  so elected by the  holders of this Series and any such
other series shall  terminate and the special voting power vested in the holders
of this Series and any such other  series as provided  in  paragraph  (C) hereof
shall have  terminated,  the number of directors  shall be such number as may be
provided for in the by-laws  irrespective  of any increase  made pursuant to the
provisions of paragraph (C).

         (D) So  long  as  any  shares  of  this  Series  are  outstanding,  the
Corporation  shall not,  without the consent of the holders of two-thirds of the
outstanding shares of this Series, given by such holders as one class, and given
by vote in person or by proxy at a meeting  called for that  purpose or given in

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writing,  amend the Articles of  Incorporation or adopt or amend any resolutions
of the Board of Directors to alter or change the powers,  preferences or special
rights of this Series so as to affect them adversely.

         (E) Except as provided herein,  in the Articles of Incorporation of the
Corporation  or by law,  holders of shares of this Series  shall have no special
voting  rights and their  consent shall not be required for taking any corporate
action.

7. CERTAIN RESTRICTIONS.

         (A) Whenever  quarterly  dividends or other dividends or  distributions
payable on this Series as provided in Section 3 are in arrears,  thereafter  and
until all  accrued  and  unpaid  dividends  and  distributions,  whether  or not
declared, on shares of this Series outstanding shall have been paid in full, the
Corporation shall not:

         (i) declare or pay  dividends on, make any other  distributions  on, or
redeem or purchase or otherwise  acquire for  consideration  any Common Stock or
any  other  shares of stock  ranking  junior  (either  as to  dividends  or upon
Liquidation) to this Series;

         (ii) declare or pay dividends on or make any other distributions on any
shares of stock ranking on a parity (either as to dividends or upon Liquidation)
with this  Series,  except  dividends  paid  ratably on this Series and all such
parity stock on which  dividends  are payable or in arrears in proportion to the
total amounts to which the holders of all such shares are then entitled;

         (iii) redeem or purchase or otherwise acquire for consideration  shares
of any stock  ranking on a parity  (either as to dividends or upon  Liquidation)
with  this  Series;  PROVIDED,  HOWEVER,  that the  Corporation  may at any time
redeem,  purchase  or  otherwise  acquire  shares  of any such  parity  stock in
exchange for shares of any stock of the Corporation ranking junior (either as to
dividends or upon Liquidation) to this Series; or

         (iv) purchase or otherwise acquire for consideration any shares of this
Series,  or any shares of stock  ranking on a parity  (either as to dividends or
upon Liquidation)  with this Series,  except in accordance with a purchase offer
made in writing or by  publication  (as determined by the Board of Directors) to
all  holders of such  shares  upon such terms as the Board of  Directors,  after
consideration of the respective  annual dividend rates and other relative rights
and  preferences of the respective  series and classes,  shall determine in good
faith will result in fair and equitable treatment among the respective series or
classes.

         (B) The Corporation  shall not permit any subsidiary of the Corporation
to purchase or otherwise  acquire for  consideration  any shares of stock of the
Corporation unless the Corporation could, under paragraph (A) of this Section 7,
purchase or otherwise acquire such shares at such time and in such manner.

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<PAGE>

8. CONSOLIDATION. MERGER. ETC.

In case the Corporation shall enter into any consolidation,  merger, combination
or other  transaction  in which the shares of Common Stock are  exchanged for or
changed into other stock or securities,  cash and/or any other property, then in
any such case the  shares  of this  Series  shall at the same time be  similarly
exchanged for or changed into an amount per share  (subject to the provision for
adjustment  hereinafter  set forth) equal to 100 times the  aggregate  amount of
stock, securities, cash and/or any other property (payable in kind), as the case
may be,  into  which or for which  each  share of  Common  Stock is  changed  or
exchanged.  In the event the  Corporation  shall at any time after July 10, 1996
declare  or pay any  dividend  on the Common  Stock  payable in shares of Common
Stock,  or effect a subdivision  or  combination  of the  outstanding  shares of
Common Stock (by  reclassification or otherwise than by payment of a dividend in
shares of Common  Stock)  into a  greater  or lesser  number of shares of Common
Stock (other than the 1996 Stock  Split),  then in each such case the amount set
forth in the preceding sentence with respect to the exchange or change of shares
of this Series  shall be adjusted by  multiplying  such amount by a fraction the
numerator  of  which  is the  number  of  shares  of  Common  Stock  outstanding
immediately  after  such  event and the  denominator  of which is the  number of
shares of Common Stock that were outstanding immediately prior to such event.

9. RANKING.

This Series shall rank junior to all other series of the Corporation's Preferred
Stock as to the  payment  of  dividends  and the  distribution  of  assets  upon
Liquidation, unless the terms of any such series shall provide otherwise.

10. FRACTIONAL SHARES.

This  Series may be issued in  fractions  of a share  which  shall  entitle  the
holder,  in proportion to such holder's  fractional  shares,  to exercise voting
rights, receive dividends,  participate in distributions and to have the benefit
of all other rights of holders of this Series.

11. OTHER RIGHTS.

The holders of shares of this  Series  shall not have any other  preferences  or
special rights.

Series B Preferred Stock

1. DESIGNATION

The series shall be designated as "Series B Preferred Stock" ("this Series").

                                       10
<PAGE>

2. NUMBER

The number of shares of this Series authorized to be issued is 1,758,242

3. DIVIDENDS

If and when dividends and other distributions, in cash, in property or in shares
of stock or other  securities  are  declared  by the Board of  Directors  on the
Corporation's  Common  Stock,  the holders of this  Series  shall be entitled to
receive per share of this Series the dividends and other distributions, in cash,
in property or in shares of stock or other  securities  declared and paid on the
number of shares of the Corporation's Common Stock into which such share of this
Series is convertible on the record date of such dividend or other distribution,
and no more,  when and as declared by the Board of Directors of the  Corporation
out of funds legally available  thereof,  to be paid to holders of record on the
respective  dates fixed for that purpose by the Board of Directors in advance of
payment of each dividend.

         This Series shall rank junior as to dividends and  distributions to all
other  shares of  Preferred  Stock and any other class or series of stock of the
Corporation  which are not by their terms  expressly  made junior or equal as to
dividends and distributions to this Series. This Series shall rank equally as to
dividends  and  distributions  to the  Corporation's  Common Stock and all other
shares  of  Preferred  Stock  and any  other  class  or  series  of stock of the
Corporation  which are expressly made equal as to dividends and distributions to
all other  shares of  Preferred  Stock and any other class or series of stock of
the  Corporation  which are by their terms expressly made junior as to dividends
and distributions to this Series.

4. LIQUIDATION RIGHTS

In the event of the voluntary or involuntary liquidation, dissolution or winding
up  ("Liquidation")  of the  Corporation,  each  holder of shares of this Series
shall  be  entitled  to  have  paid  to  him or it  out  of  the  assets  of the
Corporation,  before any distribution is made to or set apart for the holders of
any shares of any class or series of stock of the Corporation  ranking junior to
this Series in respect to distribution of assets upon Liquidation,  per share of
this  Series  held  by such  holder,  an  amount  equal  to (I) the  liquidation
preference  of $.01 per share  PLUS  (ii) the  amount  which  would be paid to a
holder of the Common  Stock  Conversion  Number (as defined  below) of shares of
Common Stock.  After payment to holders of this Series of the full  preferential
amount as  aforesaid,  holders of this Series shall,  as such,  have no right or
claim to any of the remaining assets of the Corporation.

         If  upon  any   Liquidation  of  the  Corporation  the  assets  of  the
Corporation  or proceeds  thereof  distributable  among the holders of shares of
this Series and of any class or series of stock ranking equally with this Series
as to  distribution of assets upon  Liquidation  shall be insufficient to pay in

                                       11
<PAGE>

full the preferential  amounts payable to such holders,  then such assets or the
proceeds  thereof shall be distributed  among such holders ratably in accordance
with the respective  amounts that would be payable on such shares if all amounts
payable thereon were paid in full.

         This  Series  shall  rank  junior as to  distributions  of assets  upon
Liquidation to all other shares of Preferred Stock and any other class or series
of stock of the  Corporation  which are not by their terms expressly made junior
or equal as to  distributions  of assets upon  Liquidation to this Series.  This
Series shall rank equally as to distribution  of assets upon  Liquidation to the
Corporation's Common Stock and all other shares of Preferred Stock and any other
class or series of stock of the Corporation which are expressly made equal as to
distribution  of assets upon  Liquidation to all other shares of Preferred Stock
and any other  class or series  of stock of the  Corporation  which are by their
terms  expressly made junior as to  distribution  of assets upon  Liquidation to
this Series.

         For purpose of this Certificate, the voluntary sale, lease, exchange or
transfer (for cash, shares of stock,  securities or other  consideration) of all
or  substantially  all of the  property  or assets of the  Corporation  to, or a
consolidation or merger of the Corporation with, one or more corporations  shall
not be deemed to be a Liquidation.

5. TRANSFER

No Person  holding shares of this Series of record may sell,  assign,  transfer,
pledge or otherwise  dispose of, and the  Corporation  shall not  register  such
transfer,  sale,  assignment,  pledge or other  disposal  of such shares of this
Series,  whether by sale, assignment,  gift, bequest,  appointment or otherwise,
except to The Walt Disney Company or an Affiliate of The Walt Disney Company. As
used in this Section 5.  "Affiliate"  shall mean, with respect to a Person,  any
other Person which  directly or  indirectly  through one or more  intermediaries
controls, or is controlled by or is under common control with, such Person.

6. CONVERSION RIGHTS

In the  event a holder  of  shares of this  Series  sells,  assigns,  transfers,
pledges or  otherwise  disposes of such shares  contrary  to the  provisions  of
Section 5 hereof, such sale, assignment,  transfer,  pledge or other disposition
shall be deemed (I) an election  by the holder  thereof  convert  such shares of
this  Series  into  shares of the  Corporation's  Common  Stock and (ii) a sale,
assignment,  transfer,  pledge  or other  disposition  of such  shares of Common
Stock. Upon any such sale,  assignment,  transfer,  pledge or other disposition,
each  share of this  Series so sold,  assigned,  transferred,  pledged  or other
disposed of shall automatically  convert into the Common Stock Conversion Number
of fully paid and nonassessable  whole shares of Common Stock of the Corporation
on the date of such sale,  assignment,  transfer,  pledge or other  disposition.
Upon  presentation  to the  Corporation's  Transfer Agent of the  certificate or

                                       12
<PAGE>

certificates  representing  the  number of shares of Common  Stock  equal to the
number of shares of this  Series so  presented  multiplied  by the Common  Stock
Conversion Number shall be issued in the name of the transferee or pledgee.

         Upon any conversion of shares of this Series, the holders thereof shall
not be entitled to receive any accrued or unpaid dividends and  distributions in
respect  of the  shares  converted  or the  shares  of  Common  Stock  issued on
conversion thereof;  PROVIDED,  HOWEVER,  that such holders shall be entitled to
receive any  dividends and  distributions  on such shares of this Series paid or
declared prior to such  conversion if such holder held such shares on the record
date for the payment of such dividend or distribution.

         For  all   purposes,   except  the  right  to  receive   dividends  and
distributions as provided in the foregoing paragraph, the rights of a converting
holder as a holder  of shares of this  Series  shall  cease,  and the  person or
persons in whose name or names the certificate or certificates  for Common Stock
issuable  upon such  conversion  are to be issued shall be deemed to have become
the record  holder or holders of such  Common  Stock at the close of business on
that day (the "Date of Conversion") on which such shares are converted.

         The issuance of certificates for shares of Common Stock upon conversion
of shares of this  Series  shall be made  without  charge for any stamp or other
similar tax in respect of such issuance.  However, if any such certificate is to
be issued in a name other than that of the holder of the share or shares of this
Series converted, the person or persons requesting issuance thereof shall pay to
the  Corporation  the  amount of any tax which may be  payable in respect to any
transfer involved in such issuance or shall establish to the satisfaction of the
Corporation that such tax has been paid.

         The  Corporation  shall not be required to issue  fractional  shares of
Common Stock upon conversion of shares of this Series. If more than one share of
this Series shall be  converted  at one time by the same  holder,  the number of
full shares of Common Stock issuable upon  conversion  thereof shall be computed
on the basis of the aggregate  number of shares so converted.  If any fractional
interest in a share of Common Stock would be deliverable  upon the conversion of
any shares,  the Corporation  shall, in lieu of delivering the fractional  share
thereof,  make a cash  adjustment in respect of such fraction in an amount equal
to the same  fraction  of the  Current  Market  Price of one share of the Common
Stock of the  Corporation  on the  last  day  business  day  before  the Date of
Conversion.  The  "Current  Market  Price" on any  given  day shall be:  (I) the
closing sale price regular way of the shares of Common Stock of the  Corporation
on The New York Stock  Exchange,  or, in case no such sale  takes  place on such
day, the reported closing bid price regular way of the shares of Common Stock of
the  Corporation  on such day on The New York Stock  Exchange,  or if the Common
Stock of the  Corporation  is not listed or  admitted to trading on The New York
Stock Exchange,  the principal exchange on which such stock is traded or (ii) if
the Current  Market Price on such day of the Common Stock of the  Corporation is

                                       13
<PAGE>

not available  pursuant to one of the methods  specified above, then the average
of the bid and asked  prices for the  Corporation's  Common Stock on such day as
furnished by any New York Stock Exchange  member firm selected from time to time
by the Board of Directors for that purpose.

         At the option of the  Corporation,  by vote of the Board of  Directors,
the  Corporation  may from time to time cause the  holders of the shares of this
Series to convert their shares in  accordance  with this Section 6. In the event
that the  Corporation  causes  fewer than all of the shares of this Series to be
converted at any one time,  the shares so to be  converted  shall be selected by
lot or pro rata. The Corporation shall cause a notice to be mailed,  first class
postage prepaid,  at least 30 days, but not more than 90 days, prior to the Date
of  Conversion,  to each holder of record of shares of this Series.  Such notice
shall be mailed to all record  holders  at their  respective  addresses  as they
shall appear upon the books of the  Corporation  and shall set forth the date of
such  conversion  and  the  place  for  shares  to be  converted.  In  case  the
Corporation  causes  fewer  than  all  of the  shares  represented  by  any  one
certificate  to be converted,  a new  certificate  representing  the  unredeemed
shares  shall  be  issued  to  the  converting  holder  at  the  expense  of the
Corporation.  Notwithstanding  the foregoing,  the Corporation may not cause the
conversion of shares of this Series in accordance  with this paragraph if within
15 days after delivery of the conversion notice  contemplated by this paragraph,
the holder of the shares of this Series which are the subject of the  conversion
notice (I)  advised  the  Corporation  in  writing  that such  holder's  Federal
Communication  Commission ("FCC") counsel has informed such holder that such FCC
counsel believes it is reasonably likely that the holder's  conversion of shares
of this Series into shares of the Corporation's Common Stock would result in the
attribution  of properties  of the  Corporation  and its  Affiliates to the Walt
Disney Company and its Affiliates  under the multiple  ownership rules, or would
cause The Walt  Disney  Company and its  Affiliates  to be in  violation  of the
cross-interest  policy of, the FCC, or (ii) delivers  written opinion of counsel
reasonably  satisfactory  to the Corporation to the effect that it is reasonably
likely that The Walt Disney Company's and its Affiliates' ownership of shares of
the  Corporation's  Common  Stock would cause  violation of any federal or state
law.

         The initial Common Stock Conversion Number is 10.

         (A) Adjustment of the Common Stock Conversion  Number. The Common Stock
Conversion  Number shall be subject to adjustment  from time to time as follows.
In case the  Corporation  shall (I)  subdivide or split the  outstanding  Common
Stock  into a larger  number of shares of Common  Stock by  reclassification  or
otherwise or (ii)  combine  outstanding  Common  Stock into a smaller  number of
shares of Common  Stock by  reclassification  or  otherwise,  the  Common  Stock
Conversion  Number  in  effect  immediately  prior  thereto  shall  be  adjusted
proportionately  so that  the  holder  of a  share  of  this  Series  thereafter
converted shall be entitled to receive the number of shares of Common Stock that
her or it would have owned after the happening of either of such events had such
share of this Series been converted  immediately  prior to the happening of such
event.  An  adjustment  made  pursuant  to this  subparagraph  (A) shall  become

                                       14
<PAGE>

effective  immediately  after the effective date of such  subdivision,  split or
combination  or  reclassification.  This  provision for adjustment of the Common
Stock  Conversion  Number  shall apply in each  successive  instance in which an
adjustment is required  thereby.  No  adjustment in the Common Stock  Conversion
Number  resulting  from the  application of this provision is to be given effect
unless, by making such adjustment,  the Common Stock Conversion Number in effect
immediately  prior to such  adjustment  would be changed by 1% or more,  but any
adjustment which would change the Common Stock Conversion Number by less than 1%
is to be carried  forward and given  effect in making  future  adjustments.  All
calculations  under this  Section 6 shall be made to the  nearest  one-hundredth
(1/100th) of a share of Common Stock of the Corporation.

         (B)  EFFECT  OF  A  REORGANIZATION  OR   CONSOLIDATION.   In  case  the
Corporation shall effect any capital  reorganization or  reclassification of its
Common Stock (except as provided in subparagraph  (A) and other tan an change in
par value, or from par value to no par value, or from no par value to par value)
or shall consolidate or merge with or into any other Person (other than a merger
in which the Corporation is the surviving  corporation  which does not result in
any  reclassification  of  ,  or  change  in,  the  outstanding  shares  of  the
Corporation's  Common  Stock) or shall  sell or  transfer  substantially  al its
assets  to  any  other  Person,  (i)  as a  condition  of  such  reorganization,
reclassification,  consolidation,  merger,  sale or transfer,  lawful  provision
shall be made whereby the holders of shares of this Series shall, if required to
convert  such  shares at any time after the  consummation  of such  transaction,
receive upon  conversion  thereof in lieu of each share of Common Stock issuable
upon  conversion  of such shares  prior to such  consummation  the same kind and
amount  of stock  (or  other  securities,  cash or  property,  if any) as may be
issuable or  distributable  in connection with such  transaction with respect to
each  outstanding  share of Common Stock subject to  adjustments  for subsequent
subdivision,  splits or  combination  or  reclassification  of  shares,  capital
reorganization,  consolidations  or mergers as nearly  equivalent as possible to
the  adjustments  provided  for in this  Section 6 or (ii) at the  option of the
Corporation,  by vote of the Board of Directors,  the  Corporation may cause the
holders of the shares of this Series to convert their share in  accordance  with
this Section 6;  PROVIDED  that such holders  receive upon  conversion  their of
consideration  equal to the  amount  which  would be paid to the  holder  of the
Common Stock Conversion  Number of shares of Common Stock for each share of this
Series   held  by  such   holder   on  the  date  of  such   reorganization   or
reclassification,  consolidation  or  merger  or  sale  or  transfer  of  all or
substantially all of the Corporation's  assets;  and PROVIDED FURTHER,  that the
Corporation  may not cause the conversion of shares of this Series in accordance
with  clause  (ii) of this  paragraph  if within 15 days after  delivery  of the
conversion notice  contemplated by Section 6 hereof, the holder of the shares of
this  Series  which  are  the  subject  of the  conversion  notice  advises  the
Corporation  in writing that such  holder's FCC counsel has informed such holder
that  such FCC  counsel  believes  it is  reasonably  likely  that the  holder's
conversion  of shares of this  Series into  shares of the  Corporation's  Common
Stock would result in the  attribution of properties of the  Corporation and its

                                       15
<PAGE>

Affiliates  to The Walt Disney  Company and its  Affiliates  under the  multiple
ownership rules, or would cause The Walt Disney Company and its Affiliates to be
in violation of the cross-interest policy of, the FCC.

         Whenever  the  number of shares of Common  Stock  deliverable  upon the
conversion of shares of this Series shall be adjusted  pursuant to the provision
hereof,  the Corporation  shall forthwith file at its principal  office and with
any Transfer Agent for this Series and for the Common Stock a statement,  signed
by the President or one of the  Vice-Presidents  of the  Corporation  and by its
Treasurer or one of its  Assistant  Treasurers,  stating the adjusted  number of
shares of Common Stock deliverable per share of this Series and setting forth in
reasonable  detail  the  method  of  calculation  and the facts  requiring  such
adjustment and upon which such  calculation is based,  and shall give notice (I)
by certified or registered  mail,  postage  prepaid,  (ii) by a nationally known
overnight  delivery  service or (iii) by hand, of such adjustment to each holder
of  record of this  Series.  Each  adjustment  shall  remain  in effect  until a
subsequent adjustment hereunder is required.

         In the event:

                  (a)      of the occurrence of any of the events referred to in
                           subparagraphs  (A) and (B) above  whether or not they
                           would  require  an  adjustment  in the  Common  Stock
                           Conversion   Number   under  any  such   subparagraph
                           (including an adjustment of less than 1%); or

                  (b)      of the Liquidation of the Corporation;

then the  Corporation  shall  cause to be given to any  Transfer  Agent for this
Series and to the  holders of record of the  outstanding  shares of this  Series
notice  (I)  by  certified  or  registered  mail,  postage  prepaid,  (ii)  by a
nationally  known  overnight  delivery  service or (iii) by hand at least twenty
days prior to the applicable date hereinafter specified, a notice describing the
event and stating the effect,  if any, that such event will have upon the Common
Stock Conversion  Number,  and the date on which any such subdivision,  split or
combination   or   reclassification   or   other   capital   reorganization   or
consolidation,  merger or sale of assets referred to in subparagraph  (A) or (B)
of this Section 6 or such Liquidation is expected to become effective.

         The  Corporation  covenants  that it will at all times reserve and keep
available  out of its  authorized  but  unissued  Common  Stock,  solely for the
purpose of issuance upon  conversion of the  outstanding  shares of this Series,
such number of shares of Common Stock as shall be issuable upon the  conversio0n
of all such outstanding share of this Series.

         The Corporation will take all such action as may be necessary to assure
that all such shares of Common Stock may be so issued  without  violation of any

                                       16
<PAGE>

applicable law or regulation,  or of any requirement of any national  securities
exchange  upon which the Common Stock may be listed.  The  Corporation  will not
take any action which results in any  adjustment to the Common Stock  Conversion
Number if the total number of shares of Common  Stock issued and issuable  after
such action upon  conversion of the shares of this Series would exceed the total
number of shares of Common  Stock then  authorized  by the Amended and  Restated
Articles of Incorporation of the Corporation.

         The shares of Common Stock  issuable  upon  conversion of the shares of
this Series,  when the same shall be issued in accordance with the terms of this
Series,  are hereby declared to be in shall be fully paid shares of Common Stock
and not  liable to any  call,  taxes or  assessments  thereon,  and the  holders
thereof shall not be liable for any further payments in respect thereof.

         "Common  Stock:  when used in  Section 6 with  reference  to the Common
Stock into which this  Series in  convertible  shall mean only  Common  Stock as
authorized  by  the  Amended  and  Restated  Articles  of  Incorporation  of the
Corporation  to the date of this  resolution,  and any  shares  into  which such
Common  Stock may  thereafter  have  been  changed,  and,  when  otherwise  used
throughout this certificate, shall also include shares of the Corporation of any
other class or series,  whether  now or  hereafter  authorized  that ranks or is
entitled to participation,  as to payment of assets upon Liquidation and payment
of dividends, substantially on a parity with such Common Stock or other class of
shares into which such Common Stock may have changed.

         "Person"  when used in Section 5 with  reference  to a transfer  of the
shares of this Series or Section 6 with reference to the consolidation or merger
of the  Corporation or the sale or transfer of all or  substantially  all of the
Corporation's assets shall mean and include any individual, corporation, limited
liability company,  partnership (limited or general), joint venture, joint stock
company, association, trust, any other unincorporated organization or entity and
a governmental entity or any department or agency thereto.

7. VOTING RIGHTS.

In addition  to any voting  rights  provided by law,  each holder of this Series
Shall be entitled to vote with respect to all matters upon which  holders of the
Corporation's Common Stock are entitled to vote (except as otherwise provided by
law  or by  any  other  provision  of  the  Amended  and  Restated  Articles  of
Incorporation or of this Section). In exercising such voting rights, each holder
of shares of this  Series who holds such shares on the record date for such vote
in his or its name on the transfer books of the Corporation shall be entitled to
vote, in person or by proxy,  1/5 of the number of shares of this Series held by
such  holder  multiplied  by the  Common  Stock  Conversion  Number.  Except  as
otherwise provided by law, the holders of Common Stock and shares of this Series
shall vote together as a single class on all matters.

         At any time when shares of this Series are outstanding, the Corporation
shall not,  without  the  approval of a majority of the holders of record of the
then outstanding shares of this Series, given in writing or by vote at a meeting

                                       17
<PAGE>

consenting or voting (as the case may be)  separately as a single class,  amend,
alter, repeal or modify (I) any rights, preferences or privileges of this Series
as set forth in this Certificate of Designations or (ii) any other provisions of
the Amended  and  Restates  Articles of  Incorporation  or this  Certificate  of
Designations, if such amendment, alteration, repeal or modification would have a
material  adverse  effect on the  rights of the  holders  of the  shares of this
Series.

8. OTHER RIGHTS.

The  holders  of this  Series  shall not have any other  preferences  or special
rights.


         FOURTH:  The name of the initial registered agent of the corporation is
Charles E. Clark and the street address of his initial  registered office is One
Herald Plaza, Miami, Florida 33101.

         FIFTH: (a) The number of directors of the corporation shall not be less
than ten nor more than  twenty,  the exact  number to be fixed from time to time
solely  by  resolution  of the  Board of  Directors,  acting  by not less than a
majority of the directors then in office.

         (b) The Board of Directors  shall be divided into three  classes,  with
the term of office of one class  expiring each year. At the 1989 annual  meeting
of  shareholders,  six  directors  of the first  class  shall be elected to hold
office for a term  expiring at the 1990  annual  meeting of  shareholders,  five
directors  of the  second  class  shall be  elected  to hold  office  for a term
expiring at the 1991 annual  meeting of  shareholders  and five directors of the
third  class  shall be elected to hold  office for a term  expiring  at the 1992
annual  meeting of  shareholders.  Commencing  with the 1990  annual  meeting of
shareholders,  each class of  directors  whose term shall then  expire  shall be
elected to hold office for a three year term. A director shall hold office until
the  annual  meeting  for the  year in which  his term  expires  and  until  his
successor shall be elected and shall qualify,  subject, however, to prior death,
resignation,  retirement,   disqualification,   removal  from  office  or  other
termination  of service.  In case of any change in the number of directors,  any
increase or decrease  shall be  apportioned  among the classes so as to make all
classes as nearly  equal in number as  possible.  No  reduction in the number of
directors shall have the effect of shortening the term of an incumbent director.

         (c) Any director or the entire  Board of  Directors of the  corporation
may be removed  only for cause.  At any annual  meeting of  shareholders  of the
corporation or at any special  meeting of  shareholders  of the  corporation the
notice of which shall state that the removal of a director or directors is among
the  purposes of the meeting,  the holders of 80 percent of the combined  voting
power of the then outstanding  shares of capital stock entitled to vote thereon,
present in person or by proxy, may remove such director or directors for cause.

                                       18
<PAGE>

         (d) Newly  created  directorships  resulting  from any  increase in the
authorized  number of  directors  or any  vacancies  in the  Board of  Directors
resulting from death, resignation,  retirement,  disqualification,  removal from
office or other cause shall be filled solely by the Board of  Directors,  acting
by not less than a majority of the directors then in office, even if less than a
quorum. Any director so chosen shall hold office only until the next election of
directors by the shareholders.

         (e) Notwithstanding  any provision of this Article FIFTH,  whenever the
holders of any one or more series of Preference  Stock issued by the corporation
shall have the right,  voting  separately by class or series, to elect directors
at an annual or special  meeting  of  shareholders  or any class or series,  the
election,  term of  office,  filling of  vacancies  and other  features  of such
directorships  shall be  governed  by the terms of these  Amended  and  Restated
Articles of Incorporation or the resolution or resolutions  adopted by the Board
of Directors  pursuant to Article  THIRD  hereof  applicable  thereto,  and such
directors so elected shall not be divided into classes  pursuant to this Article
FIFTH unless expressly provided by such terms.

         (f) This  Article  FIFTH may not be repealed or amended in any respect,
and no provision  inconsistent  with this Article  FIFTH may be adopted,  unless
such action is approved by the affirmative  vote of the holders of not less than
80  percent  of the  combined  voting  power of the then  outstanding  shares of
capital stock of the  corporation  entitled to vote generally in the election of
directors."

           SIXTH:  Except as otherwise  provided  herein or by law, the Restated
Articles  of  Incorporation  of the  corporation  shall be  amended  only by the
affirmative  vote of the holders of a majority of the shares entitled to vote on
such amendment, voting as a single class.

           SEVENTH: Except as otherwise provided herein, the affirmative vote of
the holders of two-thirds of the outstanding  shares of the Preference Stock and
the Common Stock of the corporation, voting as a single class, and two-thirds of
the  outstanding  shares of each class of shares,  if any,  entitled by law to a
class vote thereon, shall be required for:

         (a) any consolidation of the corporation and another corporation into a
new corporation;

         (b) any merger of the  corporation  and another  corporation  where the
corporation is not the surviving corporation;

         (c) (i) any merger of the corporation and another corporation where the
corporation  is  the  surviving  corporation,  (ii)  any  acquisition  of all or
substantially all the assets of another corporation by the corporation or one or
more of its subsidiaries,  or (iii) any acquisition by the corporation or one or
more of its subsidiaries of shares of a corporation entitling the holder thereof

                                       19
<PAGE>

to exercise a majority of the voting power in the  election of the  directors of
such corporation  without regard to voting power which may thereafter exist upon
a default, failure, or other contingency, provided that such merger, acquisition
of assets or  acquisition  of shares  involves  the  issuance or transfer by the
corporation  of such  number of its shares as entitle  the  holders to  exercise
one-sixth or more of the voting power of the  corporation in the election of its
directors immediately after the consummation of such transaction; and

         (d) any  sale,  lease,  exchange,  or  other  disposition  of  all,  or
substantially all, the property and assets of the corporation.

         EIGHTH:  In addition to any  affirmative  vote required by law or these
Articles of Incorporation,  the affirmative vote of the holders of not less than
80 percent of the outstanding shares of "Voting Stock" (as hereinafter  defined)
of the corporation  shall be required for the approval or  authorization  of any
"Business Combination" (as hereinafter defined) or of any series of transactions
which,  if taken  together,  would  constitute  a  Business  Combination  of the
corporation  or  any  subsidiary  with  any  "Related  Person"  (as  hereinafter
defined); provided, however, that the 80 percent voting requirement shall not be
applicable if:

         (a) The  "Continuing  Directors"  of the  corporation  (as  hereinafter
defined)  by a  majority  vote  (i)  have  expressly  approved  in  advance  the
acquisition of Voting Stock of the corporation that caused the Related Person to
become a Related Person, or (ii) have approved the Business Combination; or

         (b) The Business  Combination is a merger or consolidation and the cash
or fair market value of the property,  securities or other  consideration  to be
received per share by holders of Common Stock of the corporation in the Business
Combination  is not less than the  highest  per share  price  (with  appropriate
adjustments for recapitalizations and for stock splits, stock dividends and like
distributions)  paid by the Related  Person in acquiring  any of its holdings of
the  corporation's  Common Stock either in or subsequent to the  transaction  or
series of transactions in which the Related Person became a Related Person.

         Such affirmative vote shall be required  notwithstanding  the fact that
no vote may be required, or that a lesser percentage may be specified, by law or
in any agreement with any national securities exchange or otherwise.

         For the purposes of this Article EIGHTH:

         (a) the  term  "Business  Combination"  shall  mean (i) any  merger  or
consolidation  of the corporation or a subsidiary with or into a Related Person,
(ii) any sale, lease, exchange, transfer or other disposition, including without
limitation a mortgage or any other security  device,  of all or any "Substantial
Part"  (as  hereinafter  defined)  of  the  assets  either  of  the  corporation

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(including  without  limitation  any voting  securities of a subsidiary) or of a
subsidiary,  to a Related Person, (iii) any merger or consolidation of a Related
Person with or into the corporation or a subsidiary of the corporation, (iv) any
sale, lease,  exchange,  transfer or other disposition of all or any Substantial
Part of the assets of a Related Person to the corporation or a subsidiary of the
corporation,  (v) the issuance or transfer of any securities of the  corporation
or  a  subsidiary   of  the   corporation   to  a  Related   Person,   (vi)  any
reclassification   of   securities   (including   a  reverse   stock  split)  or
recapitalization  that would have the effect of increasing the voting power of a
Related  Person,  and  (vii)  the  adoption  of any  plan  or  proposal  for the
liquidation or dissolution  of the  corporation  proposed by or on behalf of any
Related Person.

         (b) The term "Related  Person"  shall mean and include any  individual,
corporation,  partnership  or other person or entity  which,  together  with its
"Affiliates"  and  "Associates"  (as defined on December  20, 1984 in Rule 12b-2
under the Securities  Exchange Act of 1934),  "Beneficially Owns" (as defined on
December 20, 1984 in Rules 13d-3 and 13d-5 under the Securities  Exchange Act of
1934) in the aggregate 15 percent or more of the outstanding Voting Stock of the
corporation,  any  Affiliate or Associate of any such  individual,  corporation,
partnership or other person or entity, and any assignee of any of the foregoing.

         (c) The term "Substantial  Part" shall mean more than 30 percent of the
fair market value of the total assets of the corporation in question,  as of the
end of its most recent fiscal year ending prior to the time the determination is
being made.

         (d) Without  limitation,  any shares of Voting Stock of the corporation
that any Related Person has the right to acquire  pursuant to any agreement,  or
upon exercise of conversion rights, warrants or options, or otherwise,  shall be
deemed beneficially owned by the Related Person.

         (e) For the purposes of subparagraph  (b) of this Article  EIGHTH,  the
term "other  consideration  to be received" shall include,  without  limitation,
Common Stock of the corporation  retained by its existing public stockholders in
the event of a Business  Combination  in which the  corporation is the surviving
corporation.

         (f) The term  "Voting  Stock"  shall  mean all  outstanding  shares  of
capital  stock  of the  corporation  or  another  corporation  entitled  to vote
generally  in the election of directors  and each  reference to a proportion  of
shares of Voting Stock shall refer to such  proportion of the votes  entitled to
be cast by such shares.

         (g) The term "Continuing Director" shall mean a director who either (i)
was a member of the Board of Directors of the corporation  immediately  prior to
the time that the Related  Person  involved in a Business  Combination  became a
Related  Person or (ii) was  designated  (before his or her initial  election as
director)  as a  Continuing  Director  by a  majority  of  the  then  Continuing
Directors.

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<PAGE>

         This Article EIGHTH may not be repealed or amended in any respect,  and
no provision  inconsistent with this Article EIGHTH may be adopted,  unless such
action is  approved by the  affirmative  vote of the holders of not less than 80
percent of the outstanding shares of Voting Stock of the corporation.

         NINTH:  The power of the  shareholders of the corporation to consent in
writing,  without a vote at an annual or special  meeting of shareholders of the
corporation,  to the taking of any action is specifically  denied.  This Article
NINTH  may  not be  repealed  or  amended  in  any  respect,  and  no  provision
inconsistent  with this  Article  NINTH may be  adopted,  unless  such action is
approved by the  affirmative  vote of the holders of not less than 80 percent of
the combined voting power of the then outstanding shares of capital stock of the
corporation entitled to vote generally in the election of directors."

         TENTH:

         (a) So long as  newspapers  account for a majority of the  consolidated
operating revenue of the corporation, the affirmative vote of the holders of not
less than 80% of the "Voting Stock" (as hereinafter  defined) of the corporation
other than Voting Stock of the  corporation  which is  "beneficially  owned" (as
hereinafter  defined),   directly  or  indirectly,  by  the  "Other  Party"  (as
hereinafter defined) shall be required for the approval or authorization of:

                  (i) any "Business  Combination"  (as hereinafter  defined) if,
         immediately  following the  consummation of such Business  Combination,
         more  than  20% of the  Voting  Stock  of  the  corporation  (or of the
         surviving  entity in the case of a merger or  consolidation  ) would be
         beneficially owned,  directly or indirectly,  by (a) any individual who
         is not a citizen of the United States, (b) any corporation, partnership
         or other entity  organized under laws other than the laws of the United
         States or any state of the United States,  (c) any foreign  government,
         (d) any "group" (as such term is used in Sections 13(d)(3) and 14(d)(2)
         of the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
         Act"),  as in effect on January 1, 1989) which  includes any individual
         or entity  referred  to in this  clause  (i),  or (e) any  corporation,
         partnership  or other entity  "controlled"  (as  hereinafter  defined),
         directly or indirectly, by any individual,  entity or group referred to
         in this clause (i); or

                  (ii) any other  Business  Combination  unless the  "Continuing
         Directors"  (as  hereinafter  defined)  by  majority  vote,  based upon
         information  known to them after  reasonable  inquiry and on their good
         faith   assessment  of  the  character,   reputation,   experience  and
         intentions of the Other Party and its "affiliates" and "associates" (as
         hereinafter  defined),  determine  in the good faith  exercise of their
         business judgment that, following such Business Combination, newspapers
         which accounted for at least 90% of the aggregate daily  circulation of
         all newspapers controlled,  directly or indirectly,  by the corporation
         immediately prior to the "Initial Date" (as hereinafter  defined) would

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<PAGE>

         continue to serve their respective communities and other constituencies
         (including, without limitation,  subscribers,  readers, advertisers and
         customers) with the same degree of journalistic  excellence,  integrity
         and independence as existed prior to the Initial Date.

                  Such  affirmative vote shall be required  notwithstanding  the
         fact that no vote may be required,  or that a lesser  percentage may be
         specified,  by  law,  in  these  Articles  of  Incorporation  or in any
         agreement with any national securities exchange or otherwise.

         (b) In  evaluating  any proposed  Business  Combination  referred to in
clause (ii) of paragraph (a) of this Article  TENTH,  the  Continuing  Directors
shall give due  consideration to (but shall not be bound by) the  recommendation
of a panel of  independent  experts (the  "Independent  Panel")  selected by the
Continuing  Directors from individuals who are experts in the field of newspaper
journalism  and who have no material  relationship  (through  employment,  stock
ownership or otherwise) with the  corporation,  the Other Party or any affiliate
or associate of the  corporation or of the Other Party.  The corporation and the
Other  Party  shall be given  the  opportunity  to  present  information  to the
Independent Panel in connection with the Independent Panel's deliberations.  The
Continuing Directors are authorized,  if and to the extent they deem such action
to be  appropriate,  to cause the  corporation to enter into agreements with the
members of the  Independent  Panel pursuant to which the  corporation  shall pay
such  members  reasonable  compensation  for serving on the  Independent  Panel,
reimburse  such members for their  reasonable  expenses  incurred in  connection
therewith  and  indemnify  such panel members  against  liabilities  incurred in
connection therewith.

         (c) For the purposes of this Article TENTH: ,

                  (i) The terms  "affiliate",  "associate"  and "control"  shall
         have the respective  meanings ascribed to such terms on January 1, 1989
         in Rule 12b-2 under the Exchange Act.

                  (ii) The term "Business Combination" shall mean (a) any merger
         or  consolidation  (x) to which the corporation is a party in which the
         corporation  is  not  the  continuing  or  surviving  corporation,  (y)
         pursuant  to  which  shares  of  Common  Stock of the  corporation  are
         converted into cash, securities or other property, or(z) as a result of
         which the  shareholders  of the corporation  immediately  prior to such
         consolidation or merger would not, immediately after such consolidation
         or merger,  beneficially own, directly or indirectly, a majority of the
         Voting  Stock  of the  surviving  entity  (or to  its  ultimate  parent
         corporation, if any), (b) any reclassification of securities (including
         a reverse stock split),  recapitalization,  merger or reorganization of
         the  corporation  or  other   transaction  or  series  of  transactions
         involving  the  corporation  that would have the  effect,  directly  or

                                       23
<PAGE>

         indirectly,  of  increasing  the  proportion of the Voting Stock of the
         corporation beneficially owned, directly or indirectly, by any "Person"
         (as hereinafter defined) immediately following the consummation of such
         reclassification,  recapitalization,  merger,  reorganization  or other
         transaction or series of  transactions to an amount equal to or greater
         than  80%  or  (c)  any  sale,  lease,  exchange,   transfer  or  other
         disposition  (including,   without  limitation,  a  mortgage  or  other
         security device) (a  "Disposition")  of (x) all or substantially all of
         the  assets of the  corporation  (including,  without  limitation,  any
         Voting Stock of a subsidiary ) or (y) any assets of the  corporation if
         such Disposition is pursuant to a plan, arrangement or understanding by
         any Person or Persons for the Disposition of all or  substantially  all
         of the assets of the corporation.

                  (iii) A Person  shall be deemed  to  "beneficially  own",  and
         shall be deemed to be the "beneficial owner" of, any Voting Stock which
         such  Person  or  any  of  such   Person's   affiliates  or  associates
         beneficially owns,  directly or indirectly,  within the meaning of Rule
         13d-3 or Rule 13d-5 under the  Exchange  Act as in effect on January 1,
         1989. Without limitation, any shares of Voting Stock of the corporation
         that any  Person has the right to acquire  pursuant  to any  agreement,
         arrangement or  understanding,  or upon exercise of conversion  rights,
         warrants or options,  or otherwise,  shall be deemed beneficially owned
         by such Person.

                  (iv) The term "Continuing  Director" shall mean (a) any member
         of the Board of Directors of the corporation who is not an Other Party,
         an affiliate or associate of an Other Party or a  representative  of an
         Other Party or any such  affiliate or associate and who was a member of
         the Board of  Directors of the  corporation  on January 1, 1989 and (b)
         any  successor of a Continuing  Director who is not an Other Party,  an
         affiliate  or  associate  of an Other Party or a  representative  of an
         Other Party or any such  affiliate or associate and who is  recommended
         to succeed a Continuing Director by a majority of Continuing  Directors
         then on the Board of Directors of the corporation.

                  (v) The term "Initial  Date" shall mean the earlier of (a) the
         first  date  on  which  any  Person  acquires   control,   directly  or
         indirectly,  of the corporation or (b) the date on which a proposal for
         a Business  Combination  referred to in clause (ii) of paragraph (a) of
         this Article TENTH is first made known to the  corporation  or publicly
         announced.

                  (vi) The term  "Other  Party"  shall mean (x) in the case of a
         merger or consolidation  referred to in clause (a) of the definition of
         Business  Combination,  any Person (other than the corporation) that is
         or would be a party to such merger or consolidation, (y) in the case of
         a transaction  referred to in clause (b) of the  definition of Business
         Combination,   any  Person  that  would,   immediately   following  the
         consummation of such  transaction or  transactions,  beneficially  own,
         directly  or  indirectly,  80% or  more  of  the  Voting  Stock  of the
         corporation and (z) in the case of a transaction  referred to in clause
         (c) of the  definition of Business  Combination,  any Person that is or

                                       24
<PAGE>

         would be acquiring  assets pursuant to such  transaction.  In the event
         there is more  than one Other  Party to a  Business  Combination,  each
         reference  herein to the "Other  Party" shall be deemed to refer to all
         such Other Parties; and in the event a "group" (as such term is used in
         the  definition of Person) is an Other Party,  each member of the group
         shall be deemed to be an Other Party.

                  (vii)   The  term   "Person"   shall   mean  any   individual,
         corporation, partnership, other entity or "group" (as such term is used
         in Sections 13(d) (3) and 14(d) (2) of the Exchange Act as in effect on
         January 1, 1989).

                  (viii) The term  "Voting  Stock"  shall  mean all  outstanding
         shares  of  capital  stock of the  corporation  or (if the  context  so
         requires)  another  corporation  entitled  to  vote  generally  in  the
         election of directors  and each  reference to a proportion of shares of
         Voting Stock shall refer to such proportion of the votes entitled to be
         cast by such shares.

         (d) A majority  of the  Continuing  Directors  shall have the power and
duty to determine for the purposes of this Article TENTH, based upon information
known to them after reasonable inquiry,  all facts relating to the applicability
of, and necessary to determine  compliance with, this Article TENTH,  including,
without  limitation,  (i)  whether  newspapers  account  for a  majority  of the
consolidated  operating  revenue  of the  corporation,  (ii)  whether a Business
Combination  would have any of the effects  specified in clause (i) of paragraph
(a) of this Article  TENTH,  (iii) whether a Person is an associate or affiliate
of another Person,  (iv) whether any transaction or transactions  referred to in
the definition of Business  Combination  would have any of the effects specified
therein,  (v) whether the Initial Date has occurred and, if so, the date of such
occurrence, (vi) the amount, if any, of Voting Stock of the corporation which is
beneficially  owned,  directly or  indirectly,  by any Person,  (vii)  whether a
Person is an Other Party and (viii) such other  matters  with respect to which a
determination is required under this Article TENTH. The good faith determination
of a majority of the  Continuing  Directors on such matters,  and the good faith
determination  of a majority of the Continuing  Directors on matters referred to
in clause (ii) of paragraph (a) of this Article  TENTH,  shall be conclusive and
binding for all purposes of this Article TENTH.

         (e)  This Article  TENTH may not be repealed or amended in any respect,
              and no  provision  inconsistent  with  this  Article  TENTH may be
              adopted, unless such action is approved by the affirmative vote of
              the  holders  of not  less  than  80% of the  Voting  Stock of the
              corporation  other than Voting Stock of the  corporation  which is
              beneficially owned, directly or indirectly, by the Other Party."

ELEVENTH:

If the  Corporation  acquires  its own shares,  such shares  shall belong to the

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<PAGE>

Corporation and shall constitute  treasury shares unless disposed of or canceled
by the Corporation.





Executed this 2nd day of February, 1998.

KNIGHT-RIDDER, INC.

By:

P. Anthony Ridder
Director


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