EXHIBIT 3.1


                            CERTIFICATE OF FORMATION

                                       OF

                         METROPOLIS REALTY HOLDINGS LLC

         This  Certificate of Formation of Metropolis  Realty  Holdings LLC (the
"LLC"),  dated as of May 6, 2002,  is being duly  executed and filed by Lorne M.
Smith, as an authorized  person,  to form a limited  liability company under the
Delaware Limited Liability Company Act (6 Del. C. ss.18-101, et seq.).

         FIRST.  The name of the  limited  liability  company  formed  hereby is
Metropolis Realty Holdings LLC.

         SECOND. The address of the registered office of the LLC in the State of
Delaware is c/o Corporation  Service Company,  2711 Centerville Road, Suite 400,
Wilmington, Delaware 19808.

         THIRD.  The name and  address of the  registered  agent for  service of
process on the LLC in the State of Delaware is Corporation Service Company, 2711
Centerville Road, Suite 400, Wilmington, Delaware 19808.

         IN WITNESS  WHEREOF,  the  undersigned  has caused this  Certificate of
Formation to be duly executed as of the date first written above.


                                                /s/ Lorne M. Smith
                                                --------------------------------
                                                Lorne M. Smith
                                                Authorized Person



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