Exhibit 3(i)


                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                UPC POLSKA, INC.

         UPC Polska, Inc., a corporation organized and existing under the laws
of the State of Delaware, hereby certifies as follows:

         The name of the corporation is UPC Polska, Inc. and the name under
which the corporation was originally incorporated is Polstar Holdings, Inc. The
date of filing of its original Certificate of Incorporation with the Secretary
of State was May 27, 1997.

         The Certificate of Incorporation is hereby amended and restated to read
as follows:


         FIRST: The name of the Corporation is:

                                UPC POLSKA, INC.


         SECOND: The registered office of the Corporation in the State of
Delaware is located at 30 Old Rudnick Lane, Suite 100, Dover, County of Kent.
The name of its registered agent in the State of Delaware at such address is
Lexis Document Services, Inc.

         THIRD: The purpose of the Corporation is to engage, directly or
indirectly, in any



lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware as from time to time in effect,
including, but not limited to, making loans to subsidiaries and affiliates.

         FOURTH: The total authorized capital stock of the Corporation shall be
1,000 shares of Common Stock, par value $0.01 per share.

         FIFTH: The business of the Corporation shall be managed under the
direction of the Board of Directors except as otherwise provided by law. The
number of Directors of the Corporation shall be fixed from time to time by, or
in the manner provided in, the By-Laws. Election of Directors need not be by
written ballot unless the By-Laws of the Corporation shall so provide.

         SIXTH: The Board of Directors may make, alter or repeal the By-Laws of
the Corporation except as otherwise provided in the By-Laws.

         SEVENTH: The Directors of the Corporation shall be protected from
personal liability, through indemnification or otherwise, to the fullest extent
permitted under the General Corporation Law of the State of Delaware as from
time to time in effect.

         1. A Director of the Corporation shall under no circumstances have any
personal liability to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a



Director except for those breaches and acts or omissions with respect to which
the General Corporation Law of the State of Delaware, as from time to time
amended, expressly provides that this provision shall not eliminate or limit
such personal liability of Directors. Neither the modification or repeal of this
paragraph 1 of Article SEVENTH nor any amendment to said General Corporation Law
that does not have retroactive application shall limit the right of Directors
hereunder to exculpation from personal liability for any act or omission
occurring prior to such amendment, modification or repeal.

         2. The Corporation shall indemnify each Director and Officer of the
Corporation to the fullest extent permitted by applicable law, except as may be
otherwise provided in the Corporation's By-Laws, and in furtherance hereof the
Board of Directors is expressly authorized to amend the Corporation's By-Laws
from time to time to give full effect hereto, notwithstanding possible interest
of the Directors in the action being taken. Neither the modification or repeal
of this paragraph 2 of paragraph 2 of Article SEVENTH nor any amendment to the
General Corporation Law of the State of Delaware that does not have retroactive
application shall limit the right of Directors and Officers to indemnification
hereunder with respect to any act or omission occurring prior to such
modification, amendment or repeal.

         EIGHTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Amended and Restated Certificate of
Incorporation in the manner now or hereafter prescribed by statute, and all
rights conferred upon stockholders herein are granted subject to this
reservation.



         This Amended and Restated Certificate of Incorporation was duly adopted
by the Board of Directors and the written consent of the Corporation's sole
stockholder in accordance with the applicable provisions of Sections 228, 242
and 245 of the General Corporation Law of the State of Delaware and written
notice of the adoption of this Amended and Restated Certificate of Incorporation
has been given as provided by Section 228 of the General Corporation Law of the
State of Delaware to every stockholder entitled to such notice.

         This Amended and Restated Certificate of Incorporation shall be
effective upon filing.

         IN WITNESS WHEREOF, UPC Polska, Inc. has caused this Amended and
Restated Certificate of Incorporation to be signed by Anton Tuijten, its Vice
President and General Counsel, this 7th day of March, 2002.

                                 /S/ ANTON TUIJTEN
                                 ----------------------------
                                 By: Anton Tuijten, Vice President and
                                     General Counsel