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                                                                   Exhibit 3.6.1


                            CERTIFICATE OF FORMATION
                                       OF
                                  FANTASMA, LLC


         The undersigned, an authorized natural person, for the purpose of
forming a limited liability company, under the provisions and subject to the
requirements of the State of Delaware (particularly Chapter 18, Title 6 of the
Delaware Code and the acts amendatory thereof and supplemental thereto, and
known, identified, and referred to as the "Delaware Limited Liability Company
Act"), hereby certifies that:

         FIRST: The name of the limited liability company (hereinafter called
the "limited liability company") is Fantasma, LLC.

         SECOND: The address of the registered office and the name and the
address of the registered agent of the limited liability company required to be
maintained by Section 18-104 of the Limited Liability Company Act of the State
of Delaware are Corporation Service Company, 1013 Centre Road, Wilmington,
Delaware 19805.

         THIRD: The nature of the business to be conducted by, and the purposes
of, the limited liability company are to engage in any lawful act or activity
for which a limited liability company may be organized under the Limited
Liability Company Act of the State of Delaware.

         FOURTH: No member of the limited liability company may bind the limited
liability company except in accordance with the limited liability company
agreement of the limited liability company as in effect from time to time.


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         FIFTH: The limited liability company shall indemnify and hold harmless
each member, each manager and each officer of the limited liability company, to
the fullest extent permitted by law.

Executed on August 22, 1996.



                                              /S/ Samantha Kimm
                                              --------------------------------
                                              Samantha Kimm, Authorized Person




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