1
                                                                    Exhibit 3.44

                            CERTIFICATE OF FORMATION

                                       OF

                               NEW-U PICTURES LLC

         This Certificate of Formation of New-U Pictures 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 Pictures 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
   2
                            CERTIFICATE OF AMENDMENT

                                       OF

                               NEW-U PICTURES LLC

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

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

                              By:  /s/ Melissa Leffler
                                   __________________________
                                   Melissa Leffler
                                   Manager