CERTIFICATE OF INCORPORATION
OF
SALIENT 3 COMMUNICATIONS, INC.


 SALIENT 3 COMMUNICATIONS, INC. (the "Corporation"), a corporation 
organized and existing under and by virtue of the General Corporation Law of
the State of Delaware, does hereby certify:

 FIRST:  That the Board of Directors of the Corporation duly adopted a 
resolution declaring advisable the amendment of the Certificate of 
Incorporation of the Corporation and submitting the same to the stockholders
of the Corporation for approval.  The resolution setting forth the proposed
amendment is as follows:

  RESOLVED, that the Board of Directors hereby approves the following 
amendments to the Corporation's Certificate of Incorporation (the 
"Certificate"):

 1. Deleting the entire text of Articles FIFTH, SIXTH and SEVENTH thereof 
and substituting, in each case, in lieu thereof the word "Reserved".

 2. Deleting the entire text of Article NINTH thereof and redesignating the 
current Article TENTH as Article NINTH.

 3. Amending subsection (b) of Article EIGHTH by (i) deleting subsections (1) 
and (3) thereof in their entirety, (ii) deleting the ":" in the first sentence 
thereof, (iii) deleting the paragraph number designation of subsection (2), 
and (iv) substituting the word "to" for the word "To" in the current 
subsection (2).

 4. Amending subsection (c) of Article EIGHTH by deleting the current text of 
this subsection in its entirety.

 5. Amending subsection (e) of Article EIGHTH by deleting the current text of 
this subsection in its entirety.

 6. Amending Article SECOND of the Certificate to read in its entirety as 
follows:

   Its registered office in the State of Delaware and New Castle 
County shall be 1013 Centre Road, Wilmington, DE, 19801.  The 
registered agent at such address shall be United States Corporation 
Company.

 7. Amending subsection (c) of Article FOURTH of the Certificate by 
designating the text starting with the words "Class A Common Stock" and 
ending with the words "Class B Common Stock of the Corporation" as 
clause (i), and by adding the following text immediately before the words 
"share for share":

   share for share, or (ii) Class B Common Stock of the Corporation 
to be converted into Class A Common Stock of the Corporation,

 8. Amending subsection (e) of Article FOURTH of the Certificate by deleting 
the words "its class" at the end of such subsection, and by substituting in 
lieu thereof the words "Common Stock".

 9. Amending subsection (f) of Article FOURTH of the Certificate by deleting 
the last sentence thereof in its entirety.

 10. Amending the last sentence of subsection (g) of Article FOURTH of the 
Certificate by (i) deleting the words ", and the amount of the capital stock 
which may be issued and outstanding at any time," and (ii) by replacing the 
words "outstanding Class B Common Stock" with the words "shares of 
Common Stock then entitled to vote at an election of directors".

 11. Amending Article EIGHTH by adding a new subsection to be designated as 
subsection (c):

   (c)  The Corporation shall be governed by subsection (c)(2) of 
Section 141 of the Delaware General Corporation Law.

 12. Amending subsection (d) of Article EIGHTH by deleting the current text 
of this subsection in its entirety.

 13. Amend Article EIGHTH by adding the following new subsection to be 
designated as subsection (d):

   (d)  The election of the directors of the Corporation need not be by 
written ballot unless the Bylaws of the Corporation shall so 
provide.

 14. Amending subsection (g) of Article EIGHTH by (i) redesignating the entire 
text of this subsection as subsection (e), and (ii) adding the following text 
at the end of such subsection:

   If the Delaware General Corporation Law is amended after the 
filing of the Certificate of Incorporation of which this article is a 
part to authorize corporate action further eliminating or limiting the 
personal liability of directors, then the liability of a director of the 
Corporation shall be eliminated or limited to the fullest extent 
permitted by the Delaware General Corporation Law, as so 
amended.

 15. Amend Article FIFTH by deleting the entire text thereof, and substituting 
in lieu thereof the following text:

   FIFTH:  The Board of Directors shall be divided into three classes, 
as nearly equal in number as the then total number of directors 
constituting the entire Board of Directors permits.  At the 1997 
annual meeting of the stockholders of the Corporation (the "First 
Meeting"), directors of the first class shall be elected to hold office 
for a term expiring at the next succeeding annual meeting, directors 
of the second class shall be elected to hold office for a term expiring 
at the second succeeding annual meeting and directors of the third 
class shall be elected to hold office for a term expiring at the third 
succeeding annual meeting.  At each annual meeting of the 
stockholders of the Corporation following the First Meeting, the 
successors to the class of directors whose term shall then expire 
shall be elected to hold office for a term expiring at the third 
succeeding annual meeting.

 SECOND:  That the stockholders of the Corporation, at a meeting duly called 
and held, consented to the aforesaid amendments.

 THIRD:  That the amendments were duly adopted in accordance with the 
provisions of ss  242 of the General Corporation Law of the State of Delaware.

 IN WITNESS WHEREOF, SALIENT 3 COMMUNICATIONS, INC. has caused 
this certificate to be signed by Timothy S. Cobb, its President, this 31st
day of July, 1997.

   /s/Timothy S. Cobb        
      Timothy S. Cobb, President
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