Exhibit 3.6

                          CERTIFICATE OF INCORPORATION
                                       OF
                           DIRECTV MERCHANDISING, INC.

FIRST:     The name of the corporation is:

                           DIRECTV MERCHANDISING, INC.

SECOND: The address of the corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of its registered agent at such
address is The Corporation Trust Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of the
State of Delaware.

FOURTH: The corporation is authorized to issue one class of stock. The total
number of authorized capital stock of the corporation shall be One Thousand (no
par value).

FIFTH:  The name and mailing address of the incorporator is:

                     Larry D. Hunter
                     7200 Hughes Terrace
                     Los Angeles, California  90045-0066

SIXTH: The Board of Directors of the corporation is expressly authorized to
make, alter or repeal by-laws of the corporation, but the stockholders may make
additional by-laws and may alter or repeal any by-law whether adopted by them or
otherwise.

SEVENTH: Elections of directors need not be by written ballot except and to the
extent provided in the by-laws of the corporation.

The undersigned incorporator hereby acknowledges that the foregoing certificate
of incorporation is his act and deed and that the facts stated therein are true.

Dated:  January 23, 1995
                                                 /s/ Larry D. Hunter
                                              ----------------------------------
                                                     Larry D. Hunter