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                                                                    Exhibit 3.42

                            CERTIFICATE OF FORMATION

                                       OF

                               NEW-U FIRST RUN LLC

         This Certificate of Formation of New-U First Run LLC (the "LLC") dated
February 4, is being duly executed and filed by Brian C. Mulligan, as an
authorized person, to form a limited liability company under the Delaware
Limited Liability Company Act 6, Del. C. Section 18-101, et seq.

FIRST:   The name of the LLC formed hereby is:

                               New-U First Run LLC

SECOND:  The address of the registered office of the LLC in the State of
         Delaware is:

                               1209 Orange Street
                               New Castle County
                               Wilmington, Delaware 19801

THIRD:   The name and address of the registered agent for service of process on
         the LLC in the State of Delaware is:

                               The Corporation Trust Company
                               1209 Orange Street
                               New Castle County
                               Wilmington, Delaware 19801

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

                                   By:  /s/ Brian C. Mulligan
                                        ________________________________________
                                        Brian C. Mulligan, an Authorized Person
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                            CERTIFICATE OF AMENDMENT

                                       OF

                              NEW-U FIRST RUN LLC

         1. The name of the limited liability company is New-U FIRST RUN LLC.

         2. The Certificate of Formation of the limited liability company is
            hereby amended as follows:

                  Article I is hereby amended and restated to read in its
         entirety as follows:

                  FIRST:   The name of the limited liability company is:

                                     Studios USA FIRST RUN Television LLC

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment
of New-U FIRST RUN LLC this 9th day of April, 1998.


                                        By:  /s/ Melissa Leffler
                                             ___________________________________
                                             Melissa Leffler
                                             Manager