Exhibit 3.(i)(b)


                           CERTIFICATE OF AMENDMENT TO
                      RESTATED CERTIFICATE OF INCORPORATION


       TIME WARNER INC., a corporation  organized and existing under the laws of
the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY that:

      A.  The  first  sentence  of  Section  1 of  Article  IV of  the  Restated
Certificate of  Incorporation  of the  Corporation,  as heretofore  amended,  is
hereby further amended to read in its entirety as follows:

            "SECTION 1. The total number of shares of all classes of stock which
      the  Corporation  shall have  authority to issue is 5.85  billion  shares,
      consisting of (1) 250 million shares of Preferred  Stock,  par value $0.10
      per share ("Preferred Stock"), (2) 5.0 billion shares of Common Stock, par
      value $0.01 per share  ("Common  Stock"),  and (3) 600  million  shares of
      Series Common Stock, par value $0.01 per share ("Series Common Stock")."

      B. The foregoing amendment was duly adopted in accordance with Section 242
of the General Corporation Law of the State of Delaware.

      IN WITNESS  WHEREOF,  Time Warner Inc. has caused this  certificate  to be
signed as of this 24th day of May, 1999.


                                              TIME WARNER INC.

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