Exhibit (3) (c)

                    CERTIFICATE OF LIMITED PARTNERSHIP OF
                    BOSTON CELTICS LIMITED PARTNERSHIP II

      THIS Certificate of Limited Partnership of Boston Celtics Limited 
Partnership II (the "Partnership"), dated as of April 13, 1998, is being 
duly executed and filed by BCLP II GP, Inc., as general partner, to form a 
limited partnership under the Delaware Revised Uniform Limited Partnership 
Act.

      1.    Name.  The name of the limited partnership formed hereby is 
Boston Celtics Limited Partnership II.

      2.    Registered Office.  The address of the registered office of 
the Partnership in the State of Delaware is c/o National Corporate 
Research, Ltd., 9 East Loockerman Street, Dover, Kent County, Delaware 
19901.

      3.    Registered Agent.  The name and address of the registered 
agent for service of process on the Partnership in the State of Delaware 
is National Registered Agents, Inc., 9 East Loockerman Street, Dover, Kent 
County, Delaware 19901.

      4.    General Partner.  The name and the business address of the 
sole general partner of the Partnership is BCLP II GP, Inc., 151 Merrimac 
Street, Boston, Massachusetts 02114.

      IN WITNESS WHEREOF, the undersigned has executed this Certificate of 
Limited Partnership as of the date first-above written.

                                  BCLP II GP, Inc.

                                  /s/ Richard G. Pond
                                  By:    Richard G. Pond
                                  Its:    Chief Financial Officer