CERTIFICATE OF AMENDMENT

TO

RESTATED CERTIFICATE OF INCORPORATION

OF

KING WORLD PRODUCTIONS, INC.


          KING WORLD PRODUCTIONS, INC., a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), DOES
HEREBY CERTIFY as follows:

          FIRST:  that at a meeting of the Board of Directors of the
Corporation held on October 28, 1997, a resolution was duly passed setting
forth a proposed amendment to the Restated Certificate of Incorporation of
the Corporation, declaring such amendment to be advisable and directing
that such amendment be submitted to the stockholders of the Corporation for
their approval at the annual meeting of stockholders to be held on January
19, 1998 (the "Annual Meeting").  The resolution approving the proposed
amendment is as follows:

          RESOLVED, that the Board of Directors hereby proposes, approves
     and declares the advisability of an amendment to Article IV of the
     Restated Certificate of Incorporation of the Corporation increasing
     the number of shares of Common Stock, par value $.01 per share, of the
     Corporation (the "Common Stock"), that the Corporation is authorized
     to issue from 75,000,000 to 150,000,000 and the total number of shares
     which the Corporation is authorized to issue from 80,000,000 to
     155,000,000.

          SECOND:  that the amendment to the Restated Certificate of
Incorporation effected by this Certificate was duly authorized at the
Annual Meeting by the holders of a majority of the outstanding stock of the
Corporation entitled to vote thereon, after first having been declared
advisable by the Board of Directors of the Corporation, all in accordance
with the provisions of Section 242 of the General Corporation Law of the
state of Delaware.

          THIRD:  that the capital of the Corporation will not be reduced
under, or by reason of, the foregoing amendment to the Restated Certificate
of Incorporation of the Corporation.

          FOURTH:  that by reason of the approval of the amendment to the
Restated Certificate of Incorporation of the Corporation by the stockhold-
ers, the first paragraph of Article IV of the Restated Certificate of
Incorporation, as previously amended by an amendment thereto dated as of
August 27, 1986, shall henceforth read in its entirety as follows:

          "The total number of shares of stock which the Corporation
     shall have authority to issue is one hundred fifty-five million
     (155,000,000) shares, consisting of five million (5,000,000)
     shares of Preferred Stock, par value $.01 per share (hereinafter
     called "Preferred Stock"), and one hundred fifty million
     (150,000,000) shares of Common Stock, par value $.01 per shares
     (hereinafter called "Common Stock")."

          IN WITNESS WHEREOF, KING WORLD PRODUCTIONS, INC. has caused this
Certificate of Amendment to the Restated Certificate of Incorporation to be
signed by an officer of the Corporation thereunto duly authorized, hereby
declaring, certifying and acknowledging under penalties of perjury that the
facts herein stated are true and that this Certificate of Amendment is the
act and deed of the Corporation this 28th day of January 1998.

                              KING WORLD PRODUCTIONS, INC.



                              By________________________________

<PAGE #>                                                          Exhibit 5