Exhibit 3.7

                          CERTIFICATE OF INCORPORATION
                                       OF
                           LLS ACQUISITION CORPORATION

                  The undersigned, in order to form a corporation for the
purpose hereinafter stated, under and pursuant to the provisions of the Delaware
General Corporation Law, hereby certifies that:

                  FIRST: The name of the Corporation is LLS Acquisition
Corporation.

                  SECOND: The registered office and registered agent of the
Corporation is The Corporation Trust Company, 1209 Orange Street, Wilmington,
New Castle County, Delaware, 19801.

                  THIRD: The purpose of the Corporation is 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 that the
Corporation is authorized to issue is 1,000 shares of Common Stock, par value
$0.01 each.

                  FIFTH: The name and address of the incorporator is Beverly C.
Chell, 745 Fifth Avenue, New York, New York 10151.

                  SIXTH: The Board of Directors of the Corporation, acting by
majority vote, may alter, amend or repeal the By-Laws of the Corporation.

                  SEVENTH: Except as otherwise provided by the Delaware General
Corporation Law as the same exists or may hereafter be amended, no director of
the Corporation shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
Any repeal or modification of this Article SEVENTH by the stockholders of the
Corporation shall not adversely affect any right or protection of a director of
the Corporation existing at the time of such repeal or modification.

                  IN WITNESS WHEREOF, the undersigned has signed this
Certificate of Incorporation on August 23, 1994.

                                                             ------------------
                                                             Beverly C. Chell




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                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                           LLS ACQUISITION CORPORATION

                               * * * * * * * * * *

               PURSUANT TO SECTION 242 OF THE GENERAL CORPORATION
                          LAW OF THE STATE OF DELAWARE

         LLS Acquisition Corporation, a corporation organized and existing under
and by virtue of the Delaware General Corporation Law (hereinafter called the
"Corporation"). DOES HEREBY CERTIFY:

         FIRST: That the Board of Directors of the Corporation, by unanimous
written consent of its members, filed with the minutes of the Board duly adopted
resolutions setting forth a proposed amendment to the Certificate of
Incorporation of said Corporation, declaring said amendment to be advisable and
proposing such amendment to the sole stockholder of the Corporation for such
stockholder's consideration. The resolution setting forth the proposed amendment
as follows:

                  "RESOLVED, that the Board of Directors hereby deems it
         advisable and in the best interests of the Corporation and its
         stockholders that the Certificate of Incorporation of the Corporation
         (the "Charter") be amended by deleting Article FIRST thereof in its
         entirety and by substituting, in lieu of said Article, the following
         new Article:

                  FIRST: The name of the Corporation is Lifetime Learning
         Systems, Inc.; and

                  RESOLVED, that the foregoing amendment to the Charter be, and
         the same hereby is, approved and adopted, subject to the approval of
         such amendment by the sole stockholder of the Corporation; and further

                  RESOLVED, that the submission of the foregoing amendment for
         approval by the sole stockholder of the Corporation be, and the same
         hereby is, approved.

         SECOND: That thereafter, by written consent filed with the minutes of
the Corporation, the sole stockholder approved said amendment as adopted by the
Board of Directors.

         THIRD: That the above amendment was duly adopted in accordance with the
provisions of Section 242 General Corporation Law of the State of Delaware.




                                                                              3

         IN WITNESS WHEREOF, said LLS ACQUISITION CORPORATION has caused this
certificate to be signed by Michaelanne Discepolo, a Vice President, and
attested by Beverly C. Chell, Secretary, this 7th day of September, 1994.

                                                LLS ACQUISITION CORPORATION

                                                By:
                                                   ------------------------
                                                    Michaelanne Discepolo
                                                    Vice President

ATTEST:

By:
   -------------------------
      Beverly C. Chell
      Secretary