CERTIFICATE OF INCORPORATION

                                       OF

                          COMCAST JOIN HOLDINGS, INC.

                    FIRST: The name of the corporation is:

                           Comcast JOIN 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.

                    EIGHT:  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 20th
day of December, 1999.




/s/ Brian J. Curtis
Brian J. Curtis, Sole Incorporator
1201 Market Street, 22nd Floor
Wilmington, DE. 19801






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