CERTIFICATE OF OWNERSHIP AND MERGER

                                       OF

                        WARNER CABLE COMMUNICATIONS INC.
                            (A DELAWARE CORPORATION)

                                      INTO

                           WARNER COMMUNICATIONS INC.
                            (A DELAWARE CORPORATION)



It is hereby certified that:

     1. Warner Communications Inc. [hereinafter sometimes referred to as the
"Corporation"] is a business corporation of the State of Delaware.

     2. The Corporation is the owner of all of the outstanding shares of the
stock of Warner Cable Communications Inc., which is also a business corporation
of the State of Delaware.

     3. On December 17, 1997, the Board of Directors of the Corporation adopted
the following resolutions to merge Warner Cable Communications Inc. into the
Corporation:

          RESOLVED that Warner Cable Communications Inc. be merged into this
          Corporation, and that all of the estate, property, rights, privileges,
          powers and franchises of Warner Cable Communications Inc. be vested in
          and held and enjoyed by this Corporation as fully and entirely and
          without change or diminution as the same were before held and enjoyed
          by Warner Cable Communications Inc. in its name.

          RESOLVED that this Corporation shall assume all of the obligations of
          Warner Cable Communications Inc.

          RESOLVED that this Corporation shall cause to be executed and filed
          and/or recorded the documents prescribed by the laws of the State of
          Delaware and by the laws of any other appropriate jurisdiction and
          will cause to be performed all necessary acts within the State of
          Delaware and within any other appropriate jurisdiction.










          RESOLVED that the effective time of the Certificate of Ownership and
          Merger setting forth a copy of these resolutions, and the time when
          the merger therein provided for shall become effective, is on December
          29, 1997.

     4. It is intended that implementation of the merger be in conformity with
the requirements of Section 368(a)(1)(A) and 332 of the Internal Revenue Code of
1986, as amended.


Executed on December 19, 1997.

                                   WARNER COMMUNICATIONS INC.

                                   By: /s/ THOMAS W. McENERNEY
                                      -------------------------------
                                      Thomas W. McEnerney
                                      Vice President



Attest:

/s/ MARIE N. WHITE
- ------------------------------
Marie N. White
Assistant Secretary