EXHIBIT 3.5

                             AMENDED AND RESTATED
                        CERTIFICATE OF INCORPORATION OF
                       CENCOM CABLE ENTERTAINMENT, INC.

     Cencom Cable Entertainment, Inc., a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), hereby certifies as
follows:
 
     1.   The name of the Corporation is Cencom Cable Entertainment, Inc.

     2.   The original Certificate of Incorporation of the corporation was filed
with the Secretary of the State of Delaware on May 3, 1982.

     3.   This amended and Restated Certificate of Incorporation amends and
restates the Certificate of Incorporation of the Corporation heretofore amended
and restated and has been duly adopted by the Board of Directors and approved by
the stockholders of the Corporation in accordance with the provisions of Section
242 and 245 of the General Corporation Law of the State of Delaware.  The text
of the Certificate of Incorporation, as amended and restated, shall read in full
as follows:

     1.   The name of the Corporation is Cencom Cable Entertainment, Inc.

     2.   The address of the registered office of the Corporation in the State
of Delaware is the Corporation Trust Center, 1209 Orange Street, Wilmington, New
Castle County, Delaware 19801.  The name of its registered agent at such address
is The Corporation Trust Company.

     3.   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 the State of Delaware.

     4.   The total number of shares which the Corporation shall have authority
to issue is Three Hundred Thousand (300,000) shares of Common Stock with a par
value of One Dollar ($1.00) per share, amounting in the aggregate to Three
Hundred Thousand Dollars $300,000.00.

     5.   The Corporation is to have perpetual existence.

     6.   The number of directors which shall constitute the whole Board of
Directors shall be fixed by and in the manner provided in the Bylaws of the
Corporation.

     7.   In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, repeal, alter,
amend and rescind the Bylaws of the Corporation.

 
     8.   Election of directors at an annual or special meeting of the
stockholders need not be by written ballot unless the Bylaws of the Corporation
shall so provide.

     9.   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; provided, however, that this Section 9 shall not eliminate
or limit the liability of a director (i) for any breach of the director's duty
of loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of the law, (iii) under Section 174 of the General Corporation Law of the State
of Delaware, or (iv) for any transaction from which the director derives an
improper personal benefit.  If the General Corporation Law of the State of
Delaware is amended after the date of filing of this Certificate of
Incorporation to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware as so amended.

          Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing in respect of any act or
omission occurring prior to the time of such repeal or modification.

     10.  The Corporation shall, to the fullest extent now or hereafter
permitted by Section 145 of the General Corporation Law of the State of
Delaware, as amended from time to time, indemnify all persons whom it may
indemnify pursuant thereto.

     11.  The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation in the manner now
or hereafter prescribed by statute, and all rights conferred on stockholders
herein are granted subject to this reservation.

     IN WITNESS WHEREOF, said Cencom Cable Entertainment, Inc. has caused this
Amended and Restated Certificate of Incorporation to be signed by Theodore W.
Browne, II, its Executive Vice President, and attested by Marcy Lifton, its
Assistant Secretary, this 11th day of April, 1996.


                                   CENCOM CABLE ENTERTAINMENT, INC.

 
ATTEST:                            By: /s/ Theodore W. Browne, II         
                                       -----------------------------------
                                       Theodore W. Browne, II              


/s/ Marcy Lifton
- ---------------------------------
Marcy Lifton, Assistant Secretary
 
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