Exhibit 3.1


                      CERTIFICATE OF MERGER
                                OF
                  TIME WARNER ACQUISITION CORP.
                               INTO
                         TIME WARNER INC.

     TIME WARNER INC., a Delaware corporation, hereby certifies
as follows:

          1.  The name and state of incorporation of each of the
constituent corporations to the merger are as follows:

           Name                       State of Incorporation

     Time Warner Acquisition Corp.              Delaware
     Time Warner Inc.                           Delaware

          2.  An Amended and Restated Agreement and Plan of
Merger, dated as of September 22, 1995, as amended, among Time
Warner Inc., TW Inc., a Delaware corporation, Time Warner
Acquisition Corp., TW Acquisition Corp., a Georgia corporation,
and Turner Broadcasting System, Inc., a Georgia corporation (the
"Merger Agreement"), has been approved, adopted, certified,
executed and acknowledged by each of the constituent corporations
named in paragraph 1 hereof in accordance with the requirements
of Section 251 of the General Corporation Law of the State of
Delaware and, in the case of Time Warner Acquisition Corp., by
the written consent of the sole stockholder thereof in accordance
with Section 228 of the General Corporation Law of the State of
Delaware.

          3.  Time Warner Inc. shall be the surviving corporation
of the merger.

          4.  The Restated Certificate of Incorporation of Time
Warner Inc., the surviving corporation, shall be the certificate
of incorporation of the surviving corporation except that at the
effective time of the merger Article I thereof shall be amended
to read in its entirety as follows:

          "The name of the corporation (hereinafter
          called the "Corporation") is TIME WARNER
          COMPANIES INC."

          5.  The executed Merger Agreement is on file at the
principal office of the surviving corporation.  The address of
the principal office of the surviving corporation is 75
Rockefeller Plaza, New York, NY 10019.

          6.  A copy of the Merger Agreement will be furnished by
the surviving corporation, on request and without cost, to any
stockholder of any constituent corporation.

          7.  This Certificate of Merger, and the merger provided
for herein, shall not become effective until and shall become
effective at 6:00 p.m. (local time in Dover, Delaware) on October
10, 1996.

     IN WITNESS WHEREOF, Time Warner Inc. has caused this
Certificate of Merger to be signed by Thomas W. McEnerney, its
authorized officer, as of this 10th day of October, 1996.

                         TIME WARNER INC.

                         By: /s/Thomas W. McEnerney   
                         Name:  Thomas W. McEnerney
                         Title: Vice President